Inmobiliaria Colonial SOCIMI
Annual Report 2023

Plain-text annual report

2023 Annual Report Coles Group Limited ABN 11 004 089 936 Acknowledgement of Country Coles wishes to acknowledge the Traditional Custodians of Country throughout Australia. We recognise their strength and resilience and pay our respects to their Elders past and present. Coles extends that respect to all Aboriginal and Torres Strait Islander people, and recognises their rich cultures and their continuing connection to land and waters. Aboriginal and Torres Strait Islander people are advised that this report may contain names and images of people who are deceased. All references to Indigenous and First Nations people in this report are intended to include Aboriginal and/or Torres Strait Islander people. Forward-looking statements This report contains forward-looking statements in relation to Readers are cautioned not to place undue reliance on Coles Group Limited (‘the Company’) and its controlled entities forward-looking statements. Except as required by applicable (together, ‘Coles’, Coles Group’, or ‘the Group’), including statements regarding the Group’s intent, belief, goals, objectives, opinions, initiatives, commitments or current expectations with respect to the Group’s business and operations, market conditions, results of operations and financial conditions, and risk management practices. This report also includes forward-looking statements regarding laws or regulations, the Group does not undertake to publicly update, review or revise any of the forward-looking statements or to advise of any change in assumptions on which any such statement is based. Past performance cannot be relied on as a guide for future performance. Non-IFRS information climate change and other environmental and energy transition This report contains IFRS and non-IFRS financial information. IFRS scenarios. Forward-looking statements can generally be identified by the use of words such as ‘forecast’, ‘estimate’, ‘plan’, ‘will’, ‘anticipate’, ‘may’, ‘believe’, ‘should’, ‘expect’, ‘intend’, ‘outlook’, ‘guidance’ and other similar expressions. Any forward-looking statements are based on the Group’s current knowledge and assumptions, including with respect to financial information is financial information that is presented in accordance with all relevant accounting standards. Non-IFRS financial information is financial information that is presented other than in accordance with relevant accounting standards and may not be directly comparable with other companies’ information. financial, market, risk, regulatory and other relevant Any non-IFRS financial information included in this report has environments that will exist and affect the Group’s business and been labelled to differentiate it from statutory or IFRS financial operations in the future. The Group does not give any information. Non-IFRS measures are used by management to assurance that the assumptions will prove to be correct. The assess and monitor business performance at the Group and forward-looking statements involve known and unknown risks, segment level and should be considered in addition to, and uncertainties and assumptions, that could cause the actual not as a substitute for, IFRS information. Operating metrics that results, performance or achievements of the Group to be are prepared on a non-IFRS basis have been included in the materially different from the relevant statements. There are also segment commentary to support an understanding of limitations with respect to scenario analysis, and it is difficult to comparable business performance. Non-IFRS information is predict which, if any, of the scenarios might eventuate. not subject to audit or review. Scenario analysis is not an indication of probable outcomes and relies on assumptions that may or may not prove to be correct or eventuate. Cover image Coles State General Manager Queensland Jo Brown, Executive General Manager Supermarket Operations Claire Lauber, and e-Commerce graduate Shaz. Contents Our strategic pillars Message from the Chairman Managing Director and Chief Executive Officer’s Report Our operations How we create value Sustainability Governance Board of Directors Executive Leadership Team Operating and Financial Review Board of Directors: Biographical details Directors’ Report Remuneration Report Financial Report Independent Auditor’s Report Shareholder information Glossary Corporate directory 2 6 8 10 14 16 20 21 22 23 53 56 60 80 126 133 134 135 Our 2023 reporting suite Our corporate reporting suite contains detailed information on Coles’ strategy, risk management and governance frameworks. The suite also includes our financial and non-financial performance and progress against our sustainability and human rights commitments. We continually evolve our reporting suite in response to shareholder and stakeholder feedback, and to align with legislation, disclosure frameworks and leading practices. To view these reports visit www.colesgroup.com.au B 1 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Our vision is to become the most trusted retailer in Australia and grow long- term shareholder value. Our strategic pillars Destination for food and drink is why our customers come to Coles and what we aspire to be known for. • Deliver quality, delicious and healthy food • Enhance value across the customer offer • Innovate and differentiate through exclusive brands • Inspire customers through tailored range and events • Provide convenient meal solutions and home needs • Grow through strong supplier relationships 2 3 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Our strategic pillars Our strategic pillars Accelerated by digital is how we intend to meet our customers increasing digital usage by creating an easier, faster and more enjoyable omnichannel shopping experience. • Deliver a seamless experience • Personalise the customer journey • Expand offer through eCommerce • Anticipate and solve customer missions • Grow media through Coles 360 Delivered consistently for the future is our focus on delighting our customers with our food and drink offering each and every day, today and into the future. • Simplify and Save to Invest • Enable and develop customer-focused teams • Revitalise stores and network • Reimagine sourcing and supply chain • Create a more sustainable future 4 5 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Message from the Chairman I am confident that we are well-positioned to deliver on our vision to become the most trusted retailer in Australia and grow long-term shareholder value. Dear Shareholder, An important aspect of the Company’s In April 2023, we announced the The percentage of our team members strengthened the management team Four years ago, following the demerger from Wesfarmers, we embarked on a strategy to transform the business and strategy is to look ahead, anticipate change and to initiate investments proposed acquisition of two automated who identify as Aboriginal and/or Torres and steered the business through the milk processing facilities from Saputo Strait Islander has risen to 3.5%, up from complexities of COVID-19. On behalf of which will support our long term success. Dairy Australia to improve the security 3.2% in FY22. position ourselves for long-term In April of this year we opened our first sustainable growth. Since then we have Automated Distribution Centre (ADC) in invested deeply to drive efficiencies and Redbank, Queensland, in partnership innovation as we seek to create value with Witron. This is an example of from our strategy and deliver returns to identifying world-leading technology shareholders. 2023 has been a year of change and renewal as we have navigated many challenges including disruption from natural disasters, economic uncertainty and other inflationary pressures. and engineering to transform and enhance our supply chain. The Redbank ADC serviced more than 100 supermarkets as at the end of June and will greatly improve efficiency, team member safety and availability for our stores as it becomes fully operational. We continued to grow and enhance our The opening of our second ADC in core business of selling food and drinks; Sydney will further support our operations invested in technology and automation when it commences, anticipated in the in our supply chain and in our digital and first quarter of next calendar year. online platforms; and, on 1 May 2023, we completed the sale of the Coles Express fuel and convenience business to Viva Energy, enabling us to focus on growing our core omnichannel supermarket and liquor businesses. Albeit somewhat delayed, progress continued on the construction of our two Customer Fulfillment Centres (CFCs) in Sydney and Melbourne as part of enhancing our future online home delivery business. These CFCs are being Today, the Coles business is strong developed in conjunction with our and resilient – supported by more than leading technology partner, Ocado. 120,000 dedicated team members, 1,800 stores, 8,000 suppliers and millions of loyal customers every week. The four Witron and Ocado sites are major, long-term investments that underscore the critical role technology Importantly, the period since demerger plays in our future in building speed and has also seen solid financial efficiency in our operations and performance for shareholders. In FY23, enhancing customer experience with Coles delivered Net Profit After Tax of better availability, selection and $1,098 million1, Basic Earnings per Share convenience. of 82.3 cents and the Board declared a fully franked final dividend of 30 cents per share bringing the full year dividend to 66 cents per share, representing an 80% dividend payout ratio and an increase of 4.8% compared with FY22. The Group’s 2019 Smarter Selling program achieved its target of $1 billion in cumulative benefits over four years, including approximately $220 million in FY23. The Group will carry forward this initiative into our evolved strategy to enable ongoing investment with our new Simplify and Save to Invest program. FY23 Total dividends per share 66c FY23 Dividend payout ratio 80% of milk supply and access capacity to support product innovation. The acquisition remains conditional upon approval of the Australian Competition and Consumer Commission and other customary closing conditions, which we are now aiming to complete by the end of FY24. Sustainability Our scale puts us in a strong position to support a sustainable and inclusive Australia and during the past financial year we continued to drive progress These outcomes are indicative of the strong programs driving our culture of the Board and shareholders, I extend my thanks to Steven for his significant contribution to Coles. diversity and inclusion at Coles as we In February, we announced the continue to build a workplace that appointment of Leah Weckert as reflects the communities we serve and Steven’s successor as Managing Director where everyone can achieve their and Chief Executive Officer. Leah is an potential. Board and leadership renewal outstanding executive with deep knowledge of Coles and the retail sector. She has a proven track record of leading teams and generating results across During the year a number of changes in many operating areas, making her the the Board and senior management right person to lead our business into the occurred. towards meeting our ambitions in energy In October 2022, we were pleased to and emissions, waste, plastics and appoint Terry Bowen and Scott Price to packaging, and sourcing and farming. the Board, both of whom bring a great The collapse of REDcycle was deal of industry knowledge. next phase of growth. Looking ahead As we look forward to the period ahead, I am confident that we are well-positioned to deliver on our particularly disappointing for Coles and However in September this year, Terry vision to become the most trusted our customers, many of whom had advised the Board that he had been retailer in Australia and grow long-term diligently recycled their soft plastics in invited to assume a full time senior shareholder value. the special purpose bins in our executive role in the United States of supermarkets. We continue to work as America, which he intended to accept part of the Soft Plastics Taskforce with and as a result, with considerable regret, government and industry towards Terry anticipates retiring from the Coles reintroduction of soft plastics recycling Board around late February 2024. for Australian consumers. I would like to thank all our team members, who have worked with purpose and dedication to deliver strong results and for their ongoing commitment to Coles. I also want to thank our many After five years on the Board, in June suppliers, partners and millions of During the year, we also made important David Cheesewright retired as a Director customers for their ongoing loyalty. progress in diversity and inclusion. and in October, Paul O’Malley who We reached 41.5% of women in leadership roles across the Group and a company-wide gender pay parity gap of less than 1 per cent. Coles was also awarded Employer of Choice for Gender Equality by the Workplace Gender Equality Agency (WGEA) for its active commitment to achieving gender equality. Pleasingly, 92% of our supermarkets across Australia now employ Aboriginal and Torres Strait Islander team members. joined the Board in 2020 will also retire. David and Paul have made substantial contributions to Coles during a time of significant progress for the Group. Both have played an active role in supporting the reshaping of the business and positioning it for our next period of development. Also during the year, Steven Cain retired. Steven had led the company through the 2018 demerger, established the strategic priorities for the Group, Finally, thank you to you and all our shareholders for your ongoing support as we continue to build the future of Coles. James Graham AM Chairman, Coles Group Limited 6 1 On a continuing and discontinued operations basis. 7 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Managing Director and Chief Executive Officer’s Report Dear Shareholder, customers find value for money with our I feel privileged to be leading Coles as its new Managing Director and CEO at an exciting time in our history. Dropped & Locked range, everyday trusted pricing, thousands of weekly specials, our Flybuys program and our exclusive brand portfolio. We also In my first months as CEO, I travelled launched MasterChef cookware and around the country to listen to team glassware continuity campaigns as well members and customers about what’s as the Harry Potter Magical Builders important to them. During that time, I collectables which proved popular with have been reminded of our strengths, the customers. diversity of the local communities we serve, the passion of our team members, and the impact we can have on Australia. We grew the sales and product lines of our Exclusive to Coles range with 1,421 new products launched. The range Since commencing, we have appointed delivered sales revenue growth of 9.6%, three new members to the Executive with Q4 growth of 13.1%. Coles Own Leadership Team: Chief Customer Brand also won 103 product awards, Officer, Amanda McVay; Coles Liquor including 11 Product of the Year awards Chief Executive, Michael Courtney; and voted for by consumers. Chief Commercial Officer, Anna Croft, who joins us in January 2024. All have strong experience in retail and will support our teams to deliver for customers. The Flybuys program now reaches approximately 80% of Australian households, offering personalised offers and experiences. In FY23, the program continued to perform strongly with 9% We have also refreshed our strategy, and growth in active members and a 30% our new purpose – ‘helping Australians increase in points redemption. eat and live better every day’ – renews our ambition to be a great food and drink business. With our customers seeking greater convenience in how they shop, we expanded Rapid Click & Collect by Our customers want Coles to deliver another 151 stores and Home Delivery value, quality, convenience, and great Rapid by 463 stores. We enhanced our service. They want consistency of app and website with a range of new availability, shopping that is increasingly features, including opt-in substitutions at personalised and technology-enabled, check-out, dietary and brand filters, and healthier food options, and products the integration of Flybuys offers. and services that are more sustainable. Our purpose and strategy will focus us on doing just that. Strategic and business highlights Pleasingly, even as customer shopping patterns have normalised, we continued to grow eCommerce by 1.1% for the full year. Over the past three years, our eCommerce sales have grown by 116%. In the 2023 financial year, we continued We continued to invest and tailor our to deliver for customers and store network to better suit the needs of shareholders. Cost of living remains the number one focus of our customers, and we helped our customers. Our capital investment supported the opening and refurbishment of new and existing stores, including Coles Local and our Black & Group sales revenue – continuing operations $40.5bn Group EBIT – continuing operations $1.9bn 8 White Liquorland renewals. We opened and is now ahead of industry average2. During the course of the year, we a total of 17 new supermarkets and The mysay engagement score was 10 achieved two incredible milestones: renewed 46 stores. In Liquor, we opened percentage points above our survey in $50 million raised for RedKite over our 35 new stores and renewed 236. FY19, showing strong improvement in our 10-year partnership to support children We also made an important change by phasing out soft-plastic shopping We also recorded improvements in team bags, which is estimated to remove member safety with a 9.2% reduction in the equivalent of 200 million meals donated to SecondBite since 2011. culture over a sustained period. and families affected by cancer, and approximately 230 million plastic our Total Recordable Injury Frequency Looking ahead bags from circulation in one year. Rate (TRIFR) compared to FY22. As we look to the year ahead, I’m Financial performance Our team members come with a rich mix excited about what we’ll achieve Coles continued to demonstrate a strong financial position and stable returns with Group EBITDA and EBIT on a continuing operations basis of $3,382 million and $1,859 million respectively, and Group NPAT of $1,098 million1. Notwithstanding our investments in value, inflationary cost pressures, and major project implementation costs, Group EBITDA and EBIT from continuing operations increased by 3.8% and 1.8% respectively, supported by Smarter Selling benefits and a net reduction in of backgrounds, perspectives and together. experience, and we are proud of the growing diversity within Coles as a result of programs to enhance representation, develop pathways to senior leadership and initiatives to foster a greater culture of inclusion. In FY23, we improved representation of women in leadership to 41.5%, Aboriginal and/or Torres Strait Islander self- identification to 3.5%, and the number of team members working with us with a disability increased to 7.6%. Our immediate focus is to restore availability, reduce loss and provide a high-quality fresh food offering. We’re also continuing to deliver value for customers and improving customer experience. With a focus on what matters most to our customers, and prioritising our investment accordingly, I am confident that Coles will deliver on our vision to become the most trusted retailer in Australia and grow long-term direct COVID-19 costs compared to the We went big in our celebrations of shareholder value. prior year. Supermarkets inflation was 6.7% across FY23, but moderated during the year, with Q4 inflation of 5.8% and some areas, such as fresh produce, exiting the year in Sydney WorldPride, supporting the event as a presenting partner, as part of our commitment to create a safe and welcoming environment for LGBTQI+ people across our workforce and stores. deflation. Population growth increased One of the common things I hear from by 2.1%, supporting sales, after a number team members is their passion for of years of low growth during the supporting our local communities. pandemic. Team members and community The passion and dedication of our more than 120,000 team members is one of our greatest assets. During the year we provided more than $40 million in support to community partners3. These organisations are supporting health and medical research, raising awareness of health and nutrition, and building resilience in our communities. In addition, we provided unsold, edible I thank Steven Cain for his leadership of Coles, the Board for their support, and of course our team members for their dedication to our customers and communities. I would also like to thank our suppliers and customers. And finally, to our shareholders, thank you for your continued confidence in Coles. In FY23 we achieved our highest ever food to rescue organisations such as engagement score in our mysay SecondBite and Foodbank to distribute survey. This was an improvement of through agencies and community three percentage points year on year food programs. Leah Weckert Managing Director and Chief Executive Officer, Coles Group Limited On a continuing and discontinued operations basis. 1 2 Benchmarked by Culture Amp against Australian companies with more than 5,000 team members. Includes Coles’ direct contribution of cash, time and management costs as well as fundraising from 3 customers, suppliers and team members (leverage). 9 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Cost of living is the number one focus for our customers right now and we continue to invest in delivering trusted value to meet the needs of those who are facing challenges. Helping the family budget Hundreds of prices were dropped and locked across the year as part of the ‘DROPPED & LOCKED’ value campaigns. More than 4,200 products were placed on everyday trusted low prices and we saw continued support for our weekly specials and promotional programs. Our operations Supermarkets Supermarkets sales growth was delivered through our value campaigns, with our Exclusive to Coles range becoming increasingly important in delivering trusted value to customers. Key highlights Total sales revenue eCommerce sales1 Exclusive to Coles sales revenue growth $36.7bn $2.8bn 9.6% FY23 Supermarkets sales revenue of eCommerce sales increased by 1.1% to can filter by brand, dietary, allergens $36.7 billion increased 6.1% compared $2.8 billion with sales growth and bought before characteristics, and to FY22. underpinned by 5% growth in traffic to integration of Flybuys offers in the app. Sales growth was delivered through the ‘DROPPED & LOCKED’ value campaigns and the successful execution of trade plans, including festive events such as Coles’ digital assets, as well as network This has driven loyalty and improved the expansion, particularly in the immediacy overall experience for our online areas of Rapid Click & Collect and Home customers. Delivery Rapid. For further information on Supermarkets Easter, Christmas and Mother’s Day. Significant enhancements were also please refer to pages 30-31 Exclusive to Coles sales increased by 9.6% to $12.4 billion in FY23. Sales accelerated throughout the year with hundreds of Coles Own Brand products included in our value campaigns. The Coles Finest range was also expanded to cater for customers seeking restaurant quality products. More than 1,400 Exclusive to Coles products were launched during the year, including through an expanded Coles PerForm range, developed in partnership with Sports Dietitians Australia, to help customers fuel their fitness goals. To further promote well balanced and healthy eating for our customers, the Joyful low-sugar snack brand was also launched with bars containing less than 2 grams of sugar per serve. made to the Coles app and website during the year including the capability to opt-in to substitutions at check-out in the website, while key features added to the Coles app included digital receipts, an enhanced filter function where you The Coles Online network was expanded during the year, particularly in the immediacy areas of Rapid Click & Collect and Home Delivery Rapid. Rapid Click & Collect is now available in more than 600 stores and Home Delivery Rapid is now available from 480 stores. 1 eCommerce gross retail sales includes Liquor sold through coles.com.au. 10 Coles Group 2023 Annual Report 11 Coles Group 2023 Annual Report Our operations Liquor Continued growth in the Exclusive Liquor Brands (ELB) portfolio and eCommerce as customers focus on value and more immediacy offers. Key highlights Total sales revenue eCommerce sales1 Exclusive Liquor Brand sales revenue growth $3.6bn $203m 8.5% FY23 Liquor sales revenue of $3.6 billion relevant drinks specialist’, a focus on was flat compared to FY22, as the optimising range and space, particularly business cycled COVID-19 related in local products, has been a core part on-premises closures and restrictions in of the transformation of the Liquorland the first half, before returning to growth fleet. in the second half. During FY23, 259 new ELB and 627 new The sales performance was driven by a local lines were added to the portfolio. In strong performance in the Liquorland addition, the ELB portfolio received more banner, supported by the completion of than 500 awards, including the 215 Liquorland Black & White renewals as Tasmanian Gin of the Year trophy for well as the opening of 35 new Liquor Pure Origin Tasmanian Dry Gin at the stores. In line with Liquor’s strategy to ‘be Melbourne International Spirits a simpler, more accessible and locally Competition and Tinnies Pale Ale being Spotlight on Tasmania Pure Origin Tasmanian Dry Gin won the Tasmanian Gin of the Year trophy at the Melbourne International Spirits Competition. awarded the Best English Beer Pale Ale Trophy in the Pale Ale category at the World Beer Awards Competition. eCommerce sales revenue of $203 million increased by 22.6% compared to FY22 driven by on-demand delivery, which is now available from more than 660 stores, and the introduction of express delivery through DoorDash and UberEats. For further information on Liquor please refer to page 32 Coles Liquor Coles Liquor is a trusted retailer with three iconic trading banners, Liquorland, First Choice Liquor Market and Vintage Cellars. Its strategy is ‘to be a simpler, more accessible and locally relevant drinks specialist’. Coles Liquor offers an extensive range of wines, spirits, beers and Ready-to- Drink products. 1 eCommerce gross retail sales excludes liquor sold through coles.com.au which is reported in Supermarkets eComemerce sales, and B2B sales. 12 13 Coles Group 2023 Annual ReportColes Group 2023 Annual Report How we create value To achieve our strategy, we seek to be purpose-led and need to successfully manage the environmental, social and governance risks and opportunities in our operations and across our value chain. Ensuring the long-term sustainability of our operations is fundamental to building trust with our customers and community and in delivering ongoing growth and value for our shareholders. Value creation for our stakeholders Our value drivers Products and services Team members Financial Delivering trusted value and quality for With more than 120,000 team members, Strong balance sheet and disciplined our customers via our extensive exclusive Coles is one of Australia’s largest private capital allocation framework. brand portfolio and proprietary products. sector employers. Customers Network and supply chain Digital and technology Investing in eCommerce capabilities We manage approximately 17 million Our extensive retail, supply and and leveraging technology in supply transactions across our store and digital distribution network delivering quality chain and stores to improve productivity. platforms each week. products and services for our customers no matter how they choose to shop. Suppliers Customers Team members Communities Investors Environment We engage with more than Customer satisfaction and insights Our team members reflect the We are investing in partnerships We generate strong cash flow and We understand our responsibility 8,000 suppliers with a focus on inform how we can deliver the best diverse communities in which we and programs that support the maintain a flexible balance sheet so to minimise our environmental responsible and ethical sourcing products that meet differing operate. Our aim is to create an physical and mental health of that we can invest, grow and deliver footprint, and help our suppliers including protecting human rights customer needs including tailored inclusive environment where all Australians, particularly children, returns for our shareholders. and customers do the same. We and animal welfare. product ranges, quality and value. team members feel safe, respected and valued. as well as improving access to food for the most vulnerable, conserving our environment, and helping local communities in times of natural disaster. $32.3bn suppliers and service spend >6,000 Exclusive to Coles Products $5.1bn payments and benefits with >4,200 products on everyday to team members $40.7m total community support1 $883m dividends paid to shareholders in FY232 trusted low prices, 1,000s of weekly specials and 100s of products ‘DROPPED AND LOCKED’ are committed to building the resilience of our business against climate change and biodiversity impacts. 27.7% reduction in Scope 1 and 2 emissions from FY223 and Scope 3 target validated by Science Based Targets initiative 14 15 1 Includes Coles’ direct contribution of cash, time and management costs as well as fundraising from customers, suppliers and team members (leverage). In-kind donations valued at $133m is not included in this number. Coles’ community support is verified by the Business for Societal Impact (B4SI) framework. 2 Comprises the FY22 final dividend of 30.0 cents per share and FY23 interim dividend of 36.0 cents per share. 3 33.5% reduction from FY20 baseline. Coles Group 2023 Annual ReportColes Group 2023 Annual Report Sustainability The achievement of our sustainability strategy is integral to our ability to deliver on our vision to become the most trusted retailer in Australia and grow long-term shareholder value. FY23 highlights During FY23 we have continued to make detailed information on our progress good progress against our sustainability available in our 2023 Sustainability Report. Reduction in Scope 1 and 2 emissions from FY22 strategy, particularly in relation to introducing more sustainable Together to zero packaging, reducing our operational Energy and emissions 27.7% Improvement in TRIFR from FY22 9.2% Equivalent meals donated to SecondBite and Foodbank (20.3m kg, valued at $133m) 40.1m1 emissions, fostering diversity and inclusion and supporting communities. We have continued to work towards our target of sourcing 100% renewable Our sustainability strategy, themed under electricity by end of FY25 through onsite two key focus areas of ‘Together to Zero’ solar and large-scale generation and ‘Better Together’, sets our ambition certificate (LGC) arrangements which to reduce our impact on the match our consumption. In July 2022, we environment and work together with our commenced our agreement with team members, suppliers, customers and CleanCo in Queensland to purchase community to make a real difference. electricity and LGCs and began our In FY24 we will be refreshing our sustainability strategy, both to ensure we long-term agreement with Lal Lal Wind Farms in Victoria. continue responding to the issues that In addition to our renewable electricity matter most to our stakeholders, and to agreements, we entered into a three- manage the sustainability risks and year arrangement with Origin with the opportunities we expect to emerge in aim of installing 20 MW of solar panels on the future. The updated strategy will top of 100 stores, with batteries to be reflect our recently refreshed purpose installed at one third of the stores to and focus our action on high impact capture and store excess electricity sustainability and community initiatives. generated on-site. We understand that if we are to effect We have reduced our Scope 1 and 2 real change and deliver positive social emissions from FY22 by 27.7% (33.5% and environmental outcomes we cannot reduction from FY20 baseline). work in isolation – only by working together with our team members, customers, suppliers and other partners will we be able to help create a more sustainable future. While continuing to reduce our operational emissions, we are also focused on reducing our Scope 3 emissions. We have recently announced we will work in partnership with more than A summary of our performance is 75% of our suppliers, by spend, to help discussed on the following pages, with them set science-based emissions Pictured: John Said, CEO of Fresh Select Australia speaking to children as part of the ‘Explore a Farm’ program. 16 1 In addition to unsold edible food, the figure also includes additional bulk food and grocery donations to SecondBite and Foodbank. 17 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Better together Sourcing and farming Working together with our farmers, suppliers and industry partners, we are seeking to reduce negative environmental and social impacts associated with our business. Ethical sourcing Fundamental to the way we operate is our commitment to respecting and protecting human rights throughout our own business, as well as in our supply chains. More than 2,000 suppliers are in scope of our Ethical Sourcing Program (as at end FY23) and more than 1,100 independent ethical audits have been conducted. More than 4,900 ethical sourcing audit-related non-conformances were remediated in FY23. Sustainable products and ingredients We seek independent certification or verification of Coles Own Brand products associated with higher environmental and labour risks. In recognition of the impacts of food production on nature and biodiversity, building on work commenced in FY22 to better understand the impacts of our Coles Own Brand products, this year we completed a deeper assessment on the commodities identified as having the highest potential environmental impacts – this included meat, eggs and dairy, as well as soy in livestock feed, sugar, rice and wheat. This work has provided Coles with valuable insights that will inform further enhancement of our Responsible Sourcing Program. Supporting Australian producers We want to build strong, multi- generational, collaborative relationships with Australian farmers and producers. Their hard work and dedication enables us to provide high-quality products to our customers. In FY23, more than 96% of fresh produce, by volume, was sourced from suppliers all over Australia. Coles’ ongoing commitment to sustainable dairy farming is evidenced by our ongoing offer to farmers of either one, two or three-year agreements, providing them with pricing transparency Pictured: Coles team members, including store manager Jake, at the opening of the new Coles Local Toorak Village store. reduction targets by the end of FY27. The Taskforce has released a Roadmap Whether a supplier is in the early stages of to Restart, outlining the steps needed to planning their emission reductions, or launch a new supermarket soft plastics they have already made significant collection scheme. progress, we are committed to working together to support the net zero transition. Unfortunately, the cessation of the REDcycle program had a negative For further information on how Coles is impact on our target to support industry managing the risks and opportunities to achieve 100% recyclable, reusable or associated with climate change, see compostable packaging by 2025. At the pages 43-52. Waste As a large retailer we recognise we have an important part to play in reducing waste (including food waste) and packaging in support of Australia’s transition to a circular economy. end of FY23, 83.8% of Coles Own Brand packaging was recyclable, down from 94.6% in FY22. With respect to the progress we have made to reduce waste across our own operations, in FY23 we diverted 84.0% of the Group’s solid waste from landfill (against a target of 85% by the end of One of the most significant challenges this FY25), compared with 82.5% in FY22 and year was the collapse of the REDcycle soft 80.6% in FY21. plastics recycling program in November 2022. It was disappointing not only for Coles, but also for the thousands of customers who were committed to collecting and returning their soft plastics to our stores for recycling. While continuing to focus on reducing food waste in store, we are also supporting our producers by seeking to use as much of the crop yield as possible, for example, through our I’m Perfect fruit and vegetable range. Unsold, edible Since the collapse of the program and food is also donated to our food rescue following approval from the Australian partners, SecondBite and Foodbank, for Competition and Consumer Commission, distribution through community food Coles has been working as part of the programs. Our partnership with Soft Plastics Taskforce with Government SecondBite reached a major milestone and industry towards the reintroduction this year – together we achieved the of soft plastics recycling for Australian equivalent of more than 200 million meals consumers. donated since 2011, helping to support vulnerable Australians. and income certainty. This year Coles leadership and great development In FY23, we introduced a new safety also launched the Dairy Farm opportunities. Sustainability Accelerator Fund, allocating $1.5 million per year for FY24 and FY25 to fund sustainability initiatives across the Coles dairy farmer group. This year we achieved our highest ever employee engagement score in our mysay engagement survey, an increase of three percentage points from FY22. The Coles Nurture Fund – helping Our team members also told us that Australian food and liquor producers Coles is a great place to work because innovate and grow – has now awarded they feel a sense of belonging, and that metric across the Group. The Safety Index comprises ten key lead and lag safety indicators applicable to all business units. The Index includes TRIFR, in addition to other metrics involving the proactive identification and management of safety risks, including training and return to work programs. more than $33 million in grants to farmers they can make a positive difference to Supporting communities and producers since 2015 for initiatives to their teams, customers and communities. across Australia reduce food waste, expand local production, and protect the A team that is better together Coles has a long track record of environment. In FY23, Coles invested We are in the final year of our five-year $3.6 million in grants to support eight new ‘A Team that is Better Together’ strategy, projects, including a plan to develop a which incorporated 15 performance supporting the communities in which we live and work, and this year contributed $40.7 million in community support1. carbon neutral banana range, a system improvement targets under our five focus We are investing in partnerships and to divert packaged food waste from areas of Belonging, Gender equity, programs that support the physical and landfill, and a new farrowing system to Indigenous engagement, Accessibility mental health of Australians, particularly improve animal welfare standards in and Pride. pork production. We continued to focus on gender Protecting animal welfare representation in the workforce, with every children, as well as improving access to food for the most vulnerable, supporting farmers and producers, conserving our environment, and helping our local communities in times of natural disaster. We care about how the food we sell is produced and sourced, and we are committed to working with farmers and food producers over the long term, while function across the Group now having a gender balance plan. Pleasingly, this year we achieved 41.5% women in leadership, FY23 fundraising highlights include: exceeding our target of 40%. safeguarding animal welfare. Where Our Aboriginal and Torres Strait Islander possible, we source higher welfare workforce representation increased from meats, eggs and milk for Coles Own 3.2% to 3.5% this year. While this was short FightMND Redkite Brand products. This year we progressed our commitment towards phasing out all caged shell eggs in store by 2025. All Coles Own Brand shell eggs sold nationally are cage-free. We have had a Coles Own Brand of our 5% target, we remain committed to Aboriginal and Torres Strait Islander team member representation across our Curing Homesickness workforce and we continue to drive Providing relief in times recruitment, retention and leadership of natural disaster programs in this area. Coles again stepped up during the year cage-free (barn) egg offering in Western This year, Coles was a presenting partner to provide aid to communities directly Australia since 2019 and in FY23 we of WorldPride and Sydney Gay and affected by natural disasters. expanded these products to the rest of Lesbian Mardi Gras, and we launched the states, achieving a major milestone the ‘Everyone is welcome at our table’ of selling more than six million cartons campaign, providing a catalyst for stores from the newly launched range. across the country to celebrate and show support. Coles Online delivered more than 7,500 essential groceries and sanitary products to the evacuation centre at Forbes High School, and hampers to residents in Eugowra, New South Wales, following $8.6m $3.8m $1.7m Team and community Great place to work Our team members reflect the diverse communities in which we operate, and we pride ourselves on providing an engaging environment, inspiring Health, safety and wellbeing severe flooding. In Victoria, we donated We are committed to providing our team members, customers and visitors with a safe place to work and shop, and we seek to foster a culture that supports both physical and mental wellbeing. 44 pallets of essential groceries, nappies and cleaning products to the local Emergency Relief Centre in Shepparton, and five pallets to the Njernda Aboriginal Corporation in Echuca for residents. For more information, please refer to the 2023 Sustainability Report, available at www.colesgroup.com.au 18 1 Includes Coles’ direct contribution of cash, time and management costs as well as fundraising from customers, suppliers and team members (leverage). In-kind donations valued at $133m is not included in this number. Coles’ community support is verified by the Business for Societal Impact (B4SI) framework. 19 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Governance Board of Directors We are committed to the highest standards of corporate governance and believe a robust and transparent corporate governance framework is central to the success of our business. Coles Board Audit and Risk Committee Nomination Committee People and Culture Committee Managing Director and Chief Executive Officer Executive Leadership Team Coles Team Members Our corporate governance framework Role and responsibilities The Board provides leadership and The Board has a charter that outlines its approves the strategic direction and responsibilities, including powers that are objectives of the Group in the long-term expressly reserved to the Board, and interests of, and to maximise value to, powers that are specifically delegated shareholders. to the CEO and management. The Board and management team are The Board has established three standing committed to maintaining and building committees and has delegated to each on the confidence of our shareholders, committee a number of duties to assist our customers, our suppliers, our team the Board in exercising its responsibilities members and the broader community and discharging its duties. Together, they as we continue to strive to achieve our play an important role in assisting the vision to become the most trusted Board’s oversight and governance of the retailer in Australia and to grow long- Group’s operations. term shareholder value. Each committee has a separate charter that sets out the role and responsibilities of that committee as well as the membership and other requirements for the operation of the committee. The CEO, with the support of her direct reports, is responsible for the day-to-day management of the Group and its business. Under the Board Charter, the Board delegates all powers to manage the day-today business of the Group to the CEO, apart from the powers reserved specifically to the Board and any specific delegations of authority approved by the Board. James Graham AM Chairman of the Board Chairman of the Nomination Committee and Member of the People and Culture Committee Leah Weckert Managing Director and Chief Executive Officer Terry Bowen Member of the Nomination Committee and the Audit and Risk Committee Jacqueline Chow Member of the Nomination Committee and the Audit and Risk Committee Abi Cleland Member of the Nomination Committee and the People and Culture Committee Richard Freudenstein Chairman of the People and Culture Committee and Member of the Nomination Committee Paul O’Malley Chairman of the Audit and Risk Committee and Member of the Nomination Committee Scott Price Member of the Nomination Committee and the People and Culture Committee Wendy Stops Member of the Nomination Committee and the Audit and Risk Committee Coles’ 2023 Corporate Governance Statement contains a comprehensive overview of our corporate governance framework and highlights and is available at www.colesgroup.com.au/corporategovernance Biographical details of the Board of Directors can be found on pages 53-55. 20 21 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Executive Leadership Team Operating and Financial Review The Operating and Financial Review other relevant environments that will exist Non-IFRS information relates to Coles Group Limited (‘the and affect the Group’s business and Company’) and its controlled entities operations in the future. The Group does (together, ‘Coles’, ‘Coles Group’, or ‘the not give any assurance that the Group’). Forward-looking statements assumptions will prove to be correct. The forward-looking statements involve known and unknown risks, uncertainties This report contains forward-looking and assumptions, that could cause the statements in relation to the Group, actual results, performance or including statements regarding the achievements of the Group to be Group’s intent, belief, goals, objectives, materially different from the relevant opinions, initiatives, commitments or statements. There are also limitations with current expectations with respect to the respect to scenario analysis, and it is Group’s business and operations, market difficult to predict which, if any, of the conditions, results of operations and scenarios might eventuate. Scenario financial conditions, and risk analysis is not an indication of probable management practices. This report also outcomes and relies on assumptions that includes forward-looking statements may or may not prove to be correct or regarding climate change and other eventuate. environmental and energy transition scenarios. Forward-looking statements can generally be identified by the use of words such as ‘forecast’, ‘estimate’, ‘plan’, ‘will’, ‘anticipate’, ‘may’, ‘believe’, ‘should’, ‘expect’, ‘intend’, ‘outlook’, ‘guidance’ and other similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable laws or regulations, the Group does not undertake to publicly update, review or revise any of the forward-looking statements or to advise Any forward-looking statements are of any change in assumptions on which based on the Group’s current knowledge any such statement is based. Past and assumptions, including with respect performance cannot be relied on as a to financial, market, risk, regulatory and guide for future performance. This report contains International Financial Reporting Standards (‘IFRS’) and non-IFRS financial information. IFRS financial information is financial information that is presented in accordance with all relevant accounting standards. Non-IFRS financial information is financial information that is presented other than in accordance with relevant accounting standards and may not be directly comparable with other companies’ information. Any non-IFRS financial information included in this report has been labelled to differentiate it from statutory or IFRS financial information. Non-IFRS measures are used by management to assess and monitor business performance at the Group and segment level, and should be considered in addition to, and not as a substitute for, IFRS information. Operating metrics that are prepared on a non-IFRS basis have been included in the segment commentary to support an understanding of comparable business performance. Non-IFRS information is not subject to audit or review. Leah Weckert Managing Director and Chief Executive Officer Charlie (Sharbel Raymond) Elias Chief Financial Officer Matt Swindells Chief Operations & Sustainability Officer David Brewster Chief Legal & Safety Officer Michael Courtney Chief Executive, Liquor John Cox Chief Technology Officer Sally Fielke General Manager Corporate & Indigenous Affairs Ben Hassing Chief Digital Officer Amanda McVay Chief Customer Officer Daniella Pereira Group Company Secretary Kris Webb Chief People Officer 22 23 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Business Model and Strategy Coles is one of Australia’s leading Financial Services. Coles is also a 50% Inspire Customers benefits of approximately $220 million. Win Together The Group’s core competencies include with cost of living pressures through our retailers, with an extensive national shareholder of Flybuys, a loyalty program supermarket and liquor store footprint with more than nine million active and a range of digital platforms allowing members. us to deliver a full service omnichannel experience for customers. We employ more than 120,000 team members, engage with more than 8,000 suppliers, have more than 430,000 direct shareholders and we welcome millions of customers through our store network and digital platforms every week. merchandising, product development and supplier relationships, marketing, customer service and maintaining and operating a national store and digital network. Coles also operates an integrated supply chain, including logistics, and a national distribution Our vision is to become the most trusted centre network. retailer in Australia and grow long-term shareholder value. On 21 September 2022, the Group entered into an agreement to sell its The Group’s reportable segments from Coles Express fuel and convenience continuing operations are: retailing operations to Viva Energy Group • Supermarkets: fresh food, groceries and general merchandise retailing (includes Coles Online and Coles Financial Services) • Liquor: liquor retailing, including online delivery services. Other business operations that are not separately reportable, such as Property and a product supply arrangement, as well as costs associated with enterprise Limited (‘Viva Energy’), which resulted in the Express business being classified as a discontinued operation from that date. Consequently, Express is no longer presented in the segment disclosures from continuing operations for the current and prior periods. The sale completed on 1 May 2023. The Group’s four-year “Winning in our second century” strategy was set in FY19 and was in place until the end of FY23. In functions, which include Insurance and FY23, Coles achieved several key Treasury, are included in Other. Coles is one of the most trusted brands1 in Australia. Coles’ brand portfolio includes Coles Group, Coles, Coles Local, Liquorland, First Choice Liquor Market, Vintage Cellars and Coles milestones against this strategy which are detailed below. Building on these strong foundations, we have refreshed our strategy as set out in the Looking to the Future section. Our brands Coles has continued to invest in trusted value to ease the burden for those households experiencing challenges value campaigns. The continued success of our exclusive brand offering is supported by the launch of 1,421 new Exclusive to Coles products and 259 Exclusive Liquor Brand (‘ELB’) products with strong sales growth across these portfolios. Coles received 103 Coles Own Brand product awards and 511 Exclusive Liquor Brand awards. In addition, we expanded our Coles Finest premium range to include products such as Coles Finest Beef and Margaret River Shiraz Sausages and the Coles Finest lamb range. Alongside this, we launched our ‘LOCKED’ and ‘DROPPED & LOCKED’ value campaigns. These campaigns include a range of key pantry staples and provide certainty for customers who are shopping to a budget. They have proven popular, particularly in light of the inflationary environment and rising cost of living pressures and have been at the centre of our commitment to deliver trusted value to our customers. Smarter Selling This year, the business successfully achieved our target of $1 billion of cumulative Smarter Selling benefits across our four-year program that was established in 2019, delivering in year These benefits have helped to offset rising cost pressures within the business and allowed us to reinvest in our value proposition and in our growth drivers such as digital. Coles achieved a major milestone in modernising its supply chain with the opening of our first Automated Distribution Centre (‘ADC’) located in Redbank, Queensland and initial commissioning work commencing at the New South Wales ADC in line with schedule. Our investment commenced in FY19 when we entered into our exclusive partnership with Witron, a Coles has continued to make progress against key areas of our sustainability strategy. We were recognised as an Employer of Choice for Gender Equality by the Workplace Gender Equality 2023, we phased out soft-plastic shopping bags in-store and online, a move that is estimated to remove 230 million plastic bags from circulation in one year2. Detailed information on our sustainability Agency. We also reached our target to performance will be available in our have more than 40% of our leadership 2023 Sustainability Report. positions filled by women and have recorded our highest ever mysay engagement score, three percentage points above the May 2022 survey and 10 percentage points above the FY19 survey. Coles has achieved a 9.2% reduction in Total Recordable Injury Frequency Rate (‘TRIFR’) compared to Portfolio Updates In April 2023, Coles entered into a binding agreement to acquire two automated milk processing facilities from Saputo Dairy Australia, to improve the security of milk supply and accessing capacity to facilitate growth through global leader in automated distribution FY22. This was delivered through a focus product innovation. The acquisition of centres. We expect this investment to on risk management, including manual these sites is subject to Australian deliver long-term structural cost handling and mental wellbeing. Coles advantage in our supply chain through also invested in partnerships and automation, data and technology, as programs that support communities Competition and Consumer Commission (‘ACCC’) approval and other customary closing conditions. As referenced earlier, well as improvements in safety, availability and sustainability. environment. across Australia and help conserve the the Group also completed the In Supermarkets, 17 new stores were opened and 46 renewals were Coles has maintained its focus on reducing emissions and waste, making completed during the year, including our further progress towards our target to innovation store at Southland, Victoria. In reduce combined Scope 1 and 2 Further information can be found in the Liquor, we opened 35 new stores and greenhouse gas emissions by more than Group Performance section. renewed 236, including opening our first 75% (from an FY20 baseline) by the end Liquorland in Tasmania and renewing our of FY30. We also set a Scope 3 supplier 475th Black & White Liquorland store in engagement target, validated by the Ocean Grove, Victoria. Science Based Targets initiative1. In June divestment of our fuel and convenience retailing business in May 2023, enabling us to focus on growing our omnichannel supermarket and liquor businesses. Supermarkets Liquor 1 December 2022 Roy Morgan ‘Net Trust’ rankings 2 Based on unit sales over 52 week period until 30 April 2023. 24 25 Pictured: Team members Lily and Lachlan. In FY23 Coles was recognised as an Employer of Choice for Gender Equality. 1 The Science Based Targets initiative (‘SBTi’) is a partnership between CDP, the United Nations Global Compact, World Resources Institute and the World Wide Fund for Nature. It provides an independent assessment and validation of net-zero science-based targets in line with a 1.5°C future. Coles Group 2023 Annual ReportColes Group 2023 Annual Report Group Performance Group sales revenue ($m) Supermarkets Liquor Other Sales revenue – continuing operations Express – discontinued operations1 Total Group sales revenue n/m denotes not meaningful. 1 Express FY23 sales are for the ten months until completion on 1 May 2023. Group EBIT ($m) Supermarkets1 Liquor Other EBIT – continuing operations Financing costs Income tax expense Profit from continuing operations Profit from discontinued operations, after tax2 Net profit after tax n/m denotes not meaningful. FY23 36,746 3,610 127 40,483 988 41,471 FY23 1,765 157 (63) 1,859 (394) (423) 1,042 56 1,098 FY22 34,624 3,613 - 38,237 1,132 39,369 FY22 1,715 163 (51) 1,827 (360) (422) 1,045 3 1,048 CHANGE 6.1% (0.1%) n/m 5.9% (12.7%) 5.3% affected salaried team members Following further consideration of the further remediation may be necessary, covered by the GRIA. issues as they have evolved, Coles and costs associated with this matter In December 2021, the FWO filed proceedings in the Federal Court of Australia which include issues relating to the interpretation and application of various provisions of the GRIA and the Fair Work Act 2009 (Cth). FWO alleges that Coles is obligated to pay a further $108 million in remediation payments to 7,687 team members for the period 1 announced on 2 June 2023 that it remain uncertain as at the date of this intends to conduct a further remediation report. relating to the reconciliation of available records of the days and hours of work of salaried supermarket managers. A provision of $25 million was subsequently recognised which is included in the provision balance of $37 million noted in the first paragraph of this section. In May 2020, a class action proceeding was filed in the Federal Court of Australia in relation to payment of Coles managers employed in supermarkets. This matter was heard in conjunction with the FWO proceedings and judgment has also been reserved. The CHANGE January 2017 to 31 March 2020. This The FWO matter was heard in a seven potential outcome and total costs 2.9% (3.7%) 23.5% 1.8% 9.4% 0.2% (0.3%) n/m 4.8% group is a subset of the award covered week trial that commenced on 5 June associated with this matter remain salaried employees which were assessed 2023 and judgment is pending. The uncertain as at the date of this report. as part of the 2020 review by Coles. judgment is expected to include Additionally, the period of time covered consideration of threshold issues, in the proceedings is a lesser period than including interpretation of the GRIA and the period covered in Coles’ Fair Work Act provisions. As such, the remediation. potential outcome, extent to which 1 2 Includes major project implementation operating expenditure relating to ADCs and CFCs (FY23: $58 million, FY22: $32 million). FY23 includes impacts from the Express divestment including depreciation and amortisation ceasing from the date the assets were held for sale, transaction costs and a $16 million loss on completion. Earnings Per Share and dividends Basic Earnings per Share (‘EPS’) from continuing operations was 78.1 cents, a 0.6% decrease from the prior year. Highlights • Sales revenue growth from continuing Performance overview from continuing operations operations of 5.9% to $40,483 million. Group sales revenue from continuing • EBIT growth from continuing operations of 1.8% to $1,859 million. • Cash realisation of 102% and net debt of $521 million. • Fully-franked final dividend of 30.0 cents per share declared, taking total dividends in relation to FY23 to 66.0 cents. operations of $40,483 million increased by 5.9% with growth in Supermarkets sales revenue of 6.1% and Liquor sales revenue broadly flat, due to cycling COVID-19 elevated demand in the prior year. Group sales revenue from million with interest on lease liabilities increased due to a combination of new leases, including the Redbank ADC, and higher borrowing costs impacting lease renewals. Also contributing to higher financing costs was interest on debt and borrowings which increased as a result of higher interest rates on the short-term revolving debt facilities. continuing and discontinued operations of $41,471 million increased by 5.3%. Award covered salaried team member review On 1 May 2023, the Group completed increased by 1.8% supported by Smarter Group EBIT from continuing operations In February 2020, Coles announced it was conducting a review into the pay the sale of its fuel and convenience Selling benefits and a net reduction in arrangements for all team members who retailing business to Viva Energy for $319 direct COVID-19 costs compared to the received a salary and were covered by Profit for the period ($m) Continuing operations Discontinued operations Total profit for the period Weighted average number of ordinary shares for basic EPS (shares, million) Weighted average number of ordinary shares for diluted EPS (shares, million) EPS attributable to equity holders of the Company Basic EPS (cents) Diluted EPS (cents) EPS attributable to equity holders of the Company from continuing operations Basic EPS (cents) Diluted EPS (cents) The Board has determined a fully franked final dividend of 30.0 cents per share (cps). million ($300 million proceeds and $19 prior year. million working capital adjustment) and has assigned leases, which represented a liability at completion, of $728 million. This resulted in Express being classified as a discontinued operation in the FY23 Financial Report. The divestment enables the Group to focus on growing its omnichannel supermarket and liquor businesses. Major project implementation operating expenditure of $58 million was incurred during the year in relation to the two ADCs and two automated Customer Fulfilment Centres (‘CFCs’), up from $32 million in FY22. This was lower than previously forecast largely due to delays in the construction and commissioning the General Retail Industry Award 2010 (‘GRIA’). The review assessed the remuneration paid to 15,011 team members against the GRIA. Coles conducted a remediation program, and to date Coles has incurred $13 million of remediation costs. A provision of $37 million (FY22: $12 million) is reflected in the FY23 financial statements. In respect of the year: FY23 Interim dividend Final dividend FY22 Interim dividend Final dividend of the automated CFCs. Depreciation in Following the announcement in relation to the Redbank ADC of $15 February 2020, the Fair Work million was also incurred during the year. Ombudsman (‘FWO’) commenced an Financing costs from continuing operations increased by 9.4% to $394 investigation into Coles’ pay arrangements for a group of the FY23 FY22 1,042 56 1,098 1,334 1,338 82.3 82.1 78.1 77.9 1,045 3 1,048 1,330 1,331 78.8 78.7 78.6 78.5 FRANKED AMOUNT PER CPS SECURITY 36.0 cents 36.0 cents 30.0 cents 30.0 cents 33.0 cents 33.0 cents 30.0 cents 30.0 cents 26 27 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Balance Sheet Cash Flow A summary of key balance sheet accounts for the Group: Summary cash flows of the Group: $m Assets Cash and cash equivalents Trade and other receivables Inventories Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Other Total assets Liabilities Trade and other payables Provisions Interest-bearing liabilities Lease liabilities Other Total liabilities Net assets Trade and other receivables increased to $605 million largely driven by trade Right-of-use assets decreased to $6,507 million primarily as a result of the receivables relating to a product supply divestment of the Express business. arrangement and an increase in GST receivable. Inventories decreased to $2,323 million largely driven by the divestment of the Express business. Property, plant and equipment increased to $4,985 million largely Intangible assets increased to $2,035 million driven by the Group’s continued investment in technology, partly offset by amortisation for the year. FY23 FY22 CHANGE $m FY23 FY22 CHANGE Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest paid Interest component of lease payments Interest received Income tax paid Net cash flows from operating activities Net cash flows used in investing activities Net cash flows used in financing activities Net increase/(decrease) in cash and cash equivalents 44,043 (40,439) (57) (372) 2 (370) 2,807 (1,000) (1,799) 8 41,887 (38,309) (41) (363) 1 (485) 2,690 (1,142) (1,746) (198) 5.1% 5.6% 39.0% 2.5% 100% (23.7%) 4.3% (12.4%) 3.0% n/m Net cash flows from operating activities increased to $2,807 million reflecting an increase in EBITDA and a decrease in income tax paid as a result of FY22 income tax refunds received. Net cash flows used in investing activities decreased to $1,000 million, largely driven by the net proceeds from the sale of the Express business offset by an increase in the Group’s annual capital program. 597 605 2,323 4,985 6,507 2,035 740 500 589 470 2,448 4,807 7,199 1,864 822 637 18,292 18,836 4,434 1,281 1,118 7,849 254 14,936 3,356 4,335 1,278 1,095 8,681 323 15,712 3,124 1.4% 28.7% (5.1%) 3.7% (9.6%) 9.2% (10.0%) (21.5%) (2.9%) 2.3% 0.2% 2.1% (9.6%) (21.4%) (4.9%) 7.4% Capital management Interest-bearing liabilities reflect external borrowings and debt capital funding commitments. At 25 June 2023, Coles’ average debt maturity was 5.0 years, with undrawn facilities of $2,303 million. Coles remains Lease liabilities decreased to $7,849 million as a result of the sale of the committed to maintaining diversified funding sources and extending its debt Express business and the derecognition maturity profile over time. reflecting the investment in the Group’s of associated lease liabilities by $728 annual capital program, partly offset by million. depreciation and property divestments during the year. The lease-adjusted leverage ratio at the reporting date was 2.6x on a continuing basis, with current published credit ratings of BBB+ with Standard & Poor’s and Baa1 with Moody’s. 28 29 Pictured: Coles Florida Beach was opened in August 2022. Coles Group 2023 Annual ReportColes Group 2023 Annual Report Supermarkets Segment overview $m Sales revenue EBITDA EBIT Gross margin (%) Cost of doing business (‘CODB’) (%) EBIT margin (%) Operating metrics (non-IFRS) Gross retail sales1 ($ billions) Gross retail sales growth (%) Comparable sales growth (%) eCommerce sales2 ($ billions) eCommerce penetration (%) FY23 36,746 3,157 1,765 26.4 (21.6) 4.8 FY22 34,624 3,022 1,715 26.3 (21.4) 5.0 CHANGE 6.1% 4.5% 2.9% 5bps 20bps (15bps) FY23 2H23 1H23 FY22 (52 WEEKS) (25 WEEKS) (27 WEEKS) (52 WEEKS) 38.0 6.6 5.8 2.8 7.5 18.4 8.1 6.7 1.4 7.7 19.6 5.3 4.9 1.4 7.2 35.7 3.0 2.6 2.8 7.9 Sales density per square metre3 (MAT $/sqm) 19,201 19,201 18,651 18,209 Net Promoter Score (point increase/(decrease)) Inflation / (deflation) (%) Inflation / (deflation) excl. tobacco and fresh (%) (4.3) 6.7 7.6 (2.7) 6.0 7.7 (5.7) 7.4 7.6 (3.6) 1.7 1.6 1 Gross retail sales are comprised of retail sales on a gross basis before adjusting for concession sales and the cost of Flybuys scheme points. 2 eCommerce gross retail sales include Liquor sold through coles.com.au. 3 Sales density per square metre is a moving annual total (‘MAT’), calculated on a rolling 52-week basis. Highlights Supermarkets sales revenue of $36,746 million for the year increased by 6.1% on the prior year, with growth in the second half increasing by 7.7% over the prior corresponding period compared to 4.6% in the first half. Sales growth was delivered through the ‘DROPPED & LOCKED’ value campaigns and the successful execution of trade plans, including festive events such as Easter, Christmas and Mother’s Day. More targeted and personalised customer experiences and offers, and collectible and continuity campaigns, also supported sales growth throughout the year. Excluding tobacco sales, sales revenue increased by 7.4%. Customer satisfaction, as measured by Net Promoter Score (‘NPS’), was impacted during the year, due to availability as well as cost of living pressures that impacted price and value metrics. Pleasingly, improvements were seen in some lead indicators in the fourth quarter. Pasta Bake and the Coles Finest lamb During the year, Coles’ media income range. In the growing pet segment, pet increased by 27.0% with accelerated treats such as the Woofin’ Good Peanut investment in product innovation, Butter Flavour Dog Biscuits and Elevate technology and talent and the Joint Support Chew Dog Treats were rebranding of the platform to ‘Coles 360’. launched. The Coles Own Brand portfolio won 103 product awards including 11 consumer-voted Product of the Year awards for products such as our Coles Finest Certified Carbon Neutral Total Supermarkets price inflation for the year was 6.7% having moderated in the second half with continued moderation in the fourth quarter to 5.8%. Beef Scotch Fillet Steak, Coles Frozen During the year, Coles completed 46 Sweet Potato Chips and Coles Salted store renewals, including 14 Format A, Caramel Vienna Sticks. four Format C and four Coles Local eCommerce sales for the full year increased by 1.1% to $2.8 billion. Strong sales growth of 10.1% was delivered in stores. Coles also opened 17 new stores and closed six stores, taking the total network to 846 supermarkets. the second half, while sales in the first Gross margin of 26.4% increased by 5 bps half declined by 6.6% as COVID-19 year-on-year despite investment in value behaviours normalised and some and changes in consumer spending customers returned to shopping in store. patterns. Gross margin was supported by Sales growth was underpinned by 5% reduced COVID-19 costs, the delivery of growth in traffic to Coles’ digital assets, Smarter Selling benefits, growth in Coles as well as network expansion, 360 and lower tobacco sales. However, particularly in immediacy. Rapid Click & total loss1 increased by approximately Collect is now available in 606 stores (151 20% year-on-year and remains an stores were added during the year) and industry-wide headwind, with elevated More than 1,400 Exclusive to Coles products were launched during the year Home Delivery Rapid is now available in levels of organised retail crime and 480 stores (463 stores were added during customer theft from cost of living including Coles Kitchen Chicken Pesto the year). pressures. CODB as a percentage of sales increased by 20 bps to 21.6%. CODB increased as a result of underlying cost inflation and wage increases following the June 2022 Fair Work Commission (‘FWC’) annual wage increase. CODB was also impacted, particularly in the second half, by increased depreciation, major project implementation operating expenditure, a $25 million provision relating to the 2020 Award covered salaried team member review and a Update on ADCs Coles delivered a significant milestone during the year with the Redbank, Queensland ADC commencing outbound deliveries in March 2023. At year end, the ADC serviced more than 100 supermarkets in Queensland with ramp up in line with schedule. The recruitment, induction and training of the new Redbank team members also continued. processes for the Victorian CFC. Following further engagement with Ocado and in light of the revised hand over date, the commissioning of the Victorian CFC will be delayed with the incremental ramp up period now expected to commence in mid-FY25 (previously mid-FY24). The New South Wales CFC is expected to be commissioned with an incremental ramp up period commencing at the end of the second half of FY24 (previously range of adverse events, such as Construction progressed at the Kemps second half of FY24). additional public holiday costs and costs associated with the collapse of REDcycle. These costs were partially offset by Smarter Selling benefits and lower direct COVID-19 costs in FY23. Further strategic investments were also made in digital, eCommerce and technology this year, in areas such as Coles 360 and eCommerce platforms. Supermarkets EBIT of $1,765 million increased by 2.9% with an EBIT margin of 4.8%. Creek, New South Wales ADC. Initial commissioning work also commenced at the facility in line with schedule. The impacts of the delays are likely to increase the project capital and operating expenditure by approximately Update on automated CFCs $70 million and $50 million respectively. As announced on 18 August 2023, Coles has received notification from Ocado regarding delayed timing for the handover of the Victorian CFC. Additional works are required to rectify construction issues with the grid identified during quality control Total capital expenditure is now expected to be approximately $400 million of which 55% has been incurred to the end of FY23, with the balance expected to be incurred in FY24 and FY25. Pictured: Coles Redbank ADC commenced outbound deliveries in March 2023 and was servicing more than 100 supermarkets in Queensland at year end. 30 1 Total loss includes stock loss and waste and markdown. 31 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Liquor Segment overview $m Sales revenue EBITDA EBIT Gross margin (%) Cost of doing business (‘CODB’) (%) EBIT margin (%) Operating metrics (non-IFRS) Gross retail sales1 ($ billions) Gross retail sales growth (%) Comparable sales growth (%) eCommerce sales2 ($m) eCommerce penetration2 (%) eCommerce penetration (inc. COL)3(%) Net Promoter Score4 (point increase/(decrease)) FY23 3,610 279 157 23.4 (19.0) 4.3 FY22 3,613 278 163 22.5 (17.9) 4.5 CHANGE (0.1%) 0.4% (3.7%) 91bps 109bps (18bps) FY23 2H23 1H23 FY22 (52 WEEKS) (25 WEEKS) (27 WEEKS) (52 WEEKS) 3.6 (0.2) (0.7) 203 5.7 6.9 (0.9) 1.6 2.7 1.3 95 5.8 7.0 0.5 2.0 (2.5) (2.3) 108 5.6 6.8 (2.5) 3.6 2.4 2.1 165 4.6 5.4 (0.8) 16,354 Other $m Sales revenue EBITDA EBIT FY23 127 (54) (63) FY22 CHANGE - (41) (51) n/m 31.7% 23.5% Coles reported negative EBIT of $63 million in Other for the year. Other includes corporate costs, the product supply arrangement with Viva Energy that was established as part of the divestment of the Coles Express fuel and convenience retailing business, Coles’ 50% share of Flybuys’ net result and the net gain or loss generated by Coles’ property portfolio. Corporate costs of $91 million were incurred for the year, an increase of $9 million on the prior year, largely as a result of higher insurance costs and store support centre costs. Coles’ 50% share of Flybuys’ net result was a $13 million loss, while earnings from property operations were $39 million. EBIT of $2 million was also reported in relation to the product supply arrangement that was in place from completion of the Coles Express divestment which occurred on 1 May 2023. Sales density per square metre5 (MAT $/sqm) 16,138 16,138 16,029 1 Gross retail sales are comprised of retail sales on a gross basis before adjusting for concession sales and the cost of Flybuys scheme points. 2 eCommerce gross retail sales and penetration exclude Liquor sold through coles.com.au which is reported in Supermarkets’ eCommerce and Business to Business sales. 3 eCommerce penetration including Liquor sold through coles.com.au. 4 Net Promoter Score is based on Liquorland NPS results. 5 Sales density per square metre is a moving annual total (MAT), calculated on a rolling 52-week basis. Highlights Liquor sales revenue of $3,610 million for During the period, 259 new ELB and Gross margin of 23.4% increased by the year was flat compared to the prior 627 new local lines were added to the 91 bps driven by strong performance in year, having declined in the first half by portfolio. In addition, the ELB portfolio ELB and local, value optimisation, mix 2.4% as the business cycled COVID-19- received more than 500 awards, benefits and strategic sourcing. related on-premise closures and including the Tasmanian Gin of the Year restrictions before returning to growth trophy at the Melbourne International of 2.7% in the second half. Spirits Competition for Pure Origin The sales performance during the year was driven by a strong performance in the Liquorland banner, supported by the completion of 215 Liquorland Black & Tasmanian Dry Gin and Tinnies Pale Ale being awarded the Best English Beer Pale Ale Trophy in the Pale Ale category, at the World Beer Awards Competition. CODB as a percentage of sales increased by 109 bps to 19.0%. This was largely driven by increases in store team member remuneration relative to the prior year following the FWC annual wage increase in June 2022, coupled with the increase being paid earlier in White renewals as well as the opening of eCommerce sales revenue of $203 the year than prior years, and costs 35 new Liquor stores. The Ready-to-Drink million increased by 23% compared to (including depreciation) incurred in category was the strongest performing the prior year driven by on-demand relation to the new store and the category during the year. Growth in the delivery which is now available in more accelerated Black & White Liquorland ELB portfolio continued with sales than 660 stores, and the introduction of renewal program, including investments revenue increasing by 8.5% for the year express delivery through DoorDash and in eCommerce and core IT systems. and penetration reaching 21% of total UberEats. sales as customers became more value conscious throughout the year. Sales revenue also benefited from strong growth in eCommerce and inflation, Customer satisfaction (as measured by reflecting increased depreciation and NPS) was also impacted by cost of living amortisation following investment in the pressures which impacted value metrics. portfolio as part of the transformation EBIT of $157 million decreased by 3.7% driven by supplier-led cost price During the year, 236 store renewals were increases following the semi-annual completed, 35 new stores were opened excise increases. 32 and 11 stores closed across the Liquorland, Vintage Cellars and First Choice banners. At the end of the period the portfolio comprised 957 stores. program, most notably the Black & White Liquorland renewal program and eCommerce investments. Pictured: Team member Dave at one of the Liquorland Black & White renewal stores. 33 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Looking To the Future Risk Management Coles is one of Australia’s leading We aim to deliver on our purpose by In our first horizon of activity, we will be Our operating environment continues to evolve, resulting in changes to the risks and uncertainties that we face. We regularly retailers with an extensive national focusing on three strategic pillars: focusing on delivering value, restoring review risks and measures to mitigate risks and support the delivery of our purpose and strategy. footprint of circa 1,800 supermarket and liquor stores. Approximately 17 million transactions take place across our store and digital platforms each week and our Flybuys loyalty program reaches approximately 80% of all Australian households. In 2019 following demerger, Coles launched our “Winning in our second century” strategy with targets through to FY23. Since then, the Australian retail environment has changed – including COVID-19 lockdowns, bushfires and floods, supply chain disruptions, and persisting pressures on household cost of living. These events have impacted all Australians and are shaping how we evolve our strategy. To reflect the changing environment, we have refreshed our purpose to Helping Australians eat and live better every day. Our priority is to provide leading food, drink and home solutions that are delicious, sustainable, and healthy for our customers. We seek to deliver a consistent experience for our customers every day, both in-store and online. • Destination for food and drink is why our customers come to Coles and what we aspire to be known for. We availability, reducing loss, improving store presentation and providing a high-quality fresh food offering. In FY23, Coles’ Risk Management Policy and Coles’ Risk Management Standard (previously called ‘Framework’) were reviewed, with the Board approving amendments to the Risk Management Standard. The design of both the Risk Management Policy and Risk Management Standard are based on ISO 31000:2018 Risk Management – Guidelines (‘ISO 31000’), an internationally will tailor our product range, quality, As part of this strategy, we are also recognised set of principles for managing risks in organisations. Further information about our Risk Management Policy and Risk value, merchandising and launching our Simplify and Save to Invest Management Standard is available in Coles’ Corporate Governance Statement. communication to meet and surpass program which forms part of the third our customers’ needs. strategic pillar and is designed to deliver • Accelerated by digital is how we intend to meet our customers’ increasing digital usage by creating an easier, faster and more enjoyable omnichannel shopping experience. in excess of $1 billion in cumulative savings over the next four years. This is an evolution of our Smarter Selling program which successfully concluded this year. By focusing on what matters most to our • Delivered consistently for the future customers and prioritising our investment is our focus on delighting our accordingly, we feel well positioned to customers with our food and drink deliver on our vision to become the most offering each and every day, today and into the future. trusted retailer in Australia and grow long-term shareholder value. Underpinning our strategic pillars are building blocks which will enable us to deliver on our refreshed purpose: • Win Together is recognition that we only succeed together with our team, community and suppliers. • Foundations of financial discipline, technology, and data help us deliver on our strategic pillars and enable us to drive value for our stakeholders. u m m o C nicatio n orting p e & R g n i r o t i n o M R i s k P o l icy & Appetite Risk Behaviours & Attitudes R e v i e w R i s k I d e n t i f i c a t i o n R i s k Tr e at m ent e s s m ent s s k A s R i Consulta t i o n Supported by three lines of defence First line Operational responsibility Second line Standard setting Third line Independent assurance A key component of the Risk Management Standard is the risk management process, which defines the process applied within Coles’ business. Through application of our risk management process we have identified the material external, strategic, operational, and financial risks that could adversely affect the achievement of our objectives and future financial prospects. These risks are described in the following tables, together with key mitigations to manage them. There is a high level of interdependency between risks, which reflects both the potential effect of external risk factors and the integrated processes across our operations. This means an increased exposure to one material risk may affect risk levels in other areas of our risk profile. In addition to the material risks listed, our performance may be affected by risks that apply generally to Australian businesses and the retail industry, as well as by the emergence of new material risks. Although no longer considered to be a material risk, we anticipate that COVID-19 will continue to affect our business and communities. We also anticipate that the evolving geopolitical and macro-economic environment will drive continual changes to Coles’ material and emerging risks during the next financial year and beyond. We will therefore continue to monitor and respond to further developments as required, including ongoing review and enhancement of our risk mitigation plans. 34 35 Coles Group 2023 Annual ReportColes Group 2023 Annual Report External and strategic risks 1. Geopolitical and macro-economic 3. Changing consumer behaviour, competition and digital transformation Description Uncertainty in the global and domestic geopolitical and macro-economic environment, including as a result of relationships Description Consumer behaviour and expectations continue to change, driven in particular by macro-economic conditions and environmental between governments (state, federal and international) and global conflicts, can expose Coles to inflationary pressures, supply and climate-related factors. The competitive environment also continues to evolve, with an increased focus on digital, automation chain disruptions, changes in consumer spending and consumption choices, and increased costs of doing business. and e-commerce to deliver efficiency and a personalised and seamless experience for our customers across our in-store and online Context We expect the geopolitical and macro-economic environment Mitigations • Strategic and corporate planning and financial review in which we operate to remain highly uncertain for the year processes that incorporate scenario planning and ahead. consideration of future market conditions. Consequential impacts to Coles may include: • Maintenance of a strong balance sheet to fund operations and maximise financial performance. • Execution of cost efficiency programs with the aim of offsetting inflation and reducing costs while investing in the business. • Proactive engagement with government stakeholders to understand and plan for changes in policies and regulations. • Supplier engagement processes to manage issues such as supply disruptions and changing input costs. • Established crisis management and business continuity processes to manage disruptive events. • increases in interest rates, energy and input prices • wage inflation • restricted access to, and/or higher costs of funding • third party (supplier) insolvency • disrupted access to export markets • disruptions to imports impacting domestic supply of goods for resale and not for resale • cost of living pressures resulting in reduced consumer spending and/or changing consumption choices • risk of recession. Additional information about how we respond to changes in consumer behaviour and expectations can be found in the Changing consumer behaviour, competition, and digital transformation risk section. 2. Climate change and environment Description Coles has a responsibility to reduce the effect of our operations on the environment and meet our sustainability commitments. Inability to do so may result in negative impacts to nature and biodiversity, reputational damage, diminished access to capital, loss in market share and enforcement action. Our operations may also be adversely affected by changes in the natural environment including biodiversity loss and water scarcity. Context Climate change presents an evolving set of risks and Mitigations (continued) • Our Sustainability Strategy highlights Coles’ sustainability opportunities for Coles, and has the potential to contribute to, commitments and initiatives, and includes targets to reduce and increase, our exposure to other material risks. This includes our impact on the environment, waste and packaging. risks associated with: Progress against targets is reported in our Sustainability • our transition to a lower carbon economy Report. Initiatives include: • risks arising from an increase in the frequency and intensity of extreme weather events and chronic changes in weather - - reducing food waste sustainable packaging for our Coles Own Brand products patterns. - working with farmers, suppliers and industry partners to The insolvency of REDcycle in November 2022, the provider of reduce environmental impact in-store soft plastics recycling capability, represented a - continued assessment of Coles Own Brand products challenge to our plastic packaging sustainability goals and identified as having the highest environmental impact, to highlighted the limited domestic recycling capabilities help reduce future environmental impacts for these available. products. Mitigations • Reporting on our climate change strategy, governance, risk • Completion of product certification risk assessment prior to any Coles Own Brand product adopting a responsible management and emissions reduction targets. Further sourcing and sustainability-related external certification or information on climate change including risks and internal standard. opportunities is provided in the Climate Change section. • Coles sought and obtained authorisation from the ACCC to work with other major food retailers and environmental regulators to develop alternative soft plastics recycling capabilities. This work is ongoing with alternative recycling options being explored. channels. If Coles fails to keep pace with and respond to these changes and expectations, it could result in loss of market share, and ultimately, adverse margin impacts, reduced customer retention and impact to share price or market value. Context Macro-economic challenges and cost of living pressures have Mitigations • Monitoring of customer sentiment, best practice global driven a customer focus on price and value. This poses a risk to retailers, local and international retail trends and customer customer spend, but also an opportunity through increased insights and research, to anticipate and respond to changes in-home consumption of food and drink. in customer behaviours. While customers have returned to stores as COVID-19 risks • Delivery of trusted value to customers through everyday low declined, customer expectations for an integrated, seamless pricing, weekly specials, loyalty offers and exclusive product in-store and online experience continue to grow. Other changes in consumer behaviour include increased focus on health, personalisation and convenience, and enhanced consciousness about consumption choices including on matters relating to sustainability and the environment. ranges. Our ‘DROPPED & LOCKED’ value campaign launched in FY23 aims to support customers to manage cost of living pressures. • Programs and offers to personalise the customer shopping experience, including for Flybuys loyalty customers. • Continued enhancement of the customer experience through Coles Online, Click & Collect Rapid, Rapid Delivery, and the Coles Plus subscription. During FY23, we transitioned Coles’ customers to our unified enhanced digital platforms, across the Coles website and app. • Partnerships with third party providers to provide convenient, on-demand delivery services to customers for grocery and drinks. 4. Strategic program prioritisation and execution Description Compromised prioritisation and execution of key strategic and transformational programs could result in increased costs, variability in Coles’ earnings, loss of market share, delayed timeframes, and inability to meet shareholder expectations. Changes in scope or delays within our strategic programs and projects (e.g. Ocado), may occur due to multiple factors including program and resource prioritisation, interproject dependencies, disruptions to third party partners or providers, or macro-economic and geopolitical factors that may impact resource availability or cost. Context The execution of elements of our strategy is supported by third Mitigations • Planning and budgeting processes to establish priorities and party strategic partnerships including Witron (automated funding for programs and projects, supported by review and distribution centres), and Ocado (online customer fulfilment approval of business cases through capital and operational centres). We have joint ventures with Wesfarmers (Flybuys) and expenditure committees. Australian Venue Co. (Queensland Venue Co. Pty Ltd). • Governance structures and processes to oversee, manage Ocado is a transformational program, and delays will result in and execute strategic programs of work, including for the additional costs, deferment of direct benefits and those automated distribution centres and online customer fulfilment dependent on the delivered capabilities. centres. We also undertake targeted acquisitions and divestments to execute our strategy more effectively. This includes completion of the May 2023 sale of Coles Express to Viva Energy. During FY23 we announced the acquisition of two milk processing facilities from Saputo Dairy Australia which (subject to transaction completion including obtaining approval from the ACCC) will support the security of milk supply and has capacity to facilitate growth through further product innovation. Coles may undertake future acquisitions and divestments, and enter into other third party relationships, so we can more effectively execute our strategy. • Regular review of projects and programs to monitor progress of delivery, costs and benefits, and the allocation of resources. • Post-implementation reviews to assess project outcomes relevant to the business case, and to identify lessons-learned to be applied for future projects. • Assurance on the execution and governance of key projects by Internal Audit. • Review of major projects by the Board and Executive Leadership Team (‘ELT’) which provides additional oversight at a portfolio level. 36 37 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 5. Third party dependencies 7. Information technology, resilience, data and cyber security Description A critical failure or inaction of a key supplier or third party service provider may expose Coles to risks including compromised safety or Description A failure, attack or disruption to our information technology applications and infrastructure, could impede the processing of quality standards, cyber security threats and breaches, misalignment with Coles’ ethical and sustainability objectives, disruptions to customer transactions, or limit our ability to receive or distribute stock or funds or otherwise impact the operations of our business. supply or operations, unrealised benefits, legal and regulatory exposure, additional costs, reduced customer satisfaction and Data and cyber security events can also result in unauthorised disclosure of confidential, financial, or personal information which reputational damage. Context The increasing complexity of supply chains requires us to Mitigations • Due diligence processes to assess the adequacy and may lead to loss in customer trust, market share impact, regulatory and legal action and penalties and reputational damage. Context Coles continues to operate in an increasingly complex Mitigations (continued) • Privacy and information security policies, standards and actively manage third party dependencies. This includes suitability of key suppliers, service providers and strategic technological environment which increases the potential for procedures, supported by security awareness campaigns making sure we meet our stakeholders’ expectations to source partners to meet our requirements. impacts to system availability and performance, confidentiality and mandatory training for team members. products and services that are responsibly and sustainably • Monitoring and management of key suppliers and strategic breaches, and cyber security risks. Contributing factors include: • Regular testing and reviews of information technology sourced, are able to deliver goods and products to our sites, third parties throughout their engagement with Coles. stores and customers, support our team members and sustain Defined service level and key performance indicators are in operations. place for key supply contracts. Risks are managed through Given the challenging macro-economic environment Coles is contractual protections. at risk of further disruptions to our third parties including as a • Third party management for Goods Not For Resale (‘GNFR’) result of financial insolvency (e.g. Scott’s Refrigerated Logistics), suppliers is governed by the GNFR Third Party Management inability to scale production, cyber events, lack of available Policy, which includes requirements for sourcing, contract inputs and people resources. Our suppliers and third parties are also subject to disruptions arising from natural disasters and extreme weather events. management, risk management, buying and invoicing. Automated processes assess and monitor the financial health of GNFR suppliers on an ongoing basis. • Business continuity plans consider critical third parties required to continue operating in the event of a business disruption. We initiated contingency plans to ensure adequate supplies of chilled and frozen product in response to the financial insolvency of Scott’s Refrigerated Logistics in March 2023. 6. Supply chain resilience Description An inability of our supply chain to adapt rapidly to disruptions while operating efficiently and sustainably to meet customer expectations and support critical business activities, can result in loss of market share, price volatility, increased costs and reputational damage. Context Mitigations While COVID-19-related supply chain disruption declined • Established business continuity processes to plan for and during the year, we continued to manage impacts due to manage interruptions to our supply chain and delivery of extreme weather events, supplier failures and insolvency, goods to stores during business disruptive events. Plans are disruptive incidents, inflation, increasing cost of inputs and updated regularly to take account of changing internal and geopolitical factors impacting the availability of raw materials. external risks and conditions such as forecast weather events. La Niña weather patterns in the Eastern states, characterised by • Strategic category planning assesses medium and longer unseasonably cold weather, resulted in significant flooding, term supply security risks and mitigations for domestic and cold weather and rain/ hail events impacting fresh produce international supply of goods for resale. Mitigations include growing conditions, yield, quality and price. Localised flood geographical and supplier diversification and sourcing of events also posed challenges to our and our suppliers’ transport alternative supply arrangements. and logistics operations, which impacted product availability. • During FY23 reviews were undertaken of supplier The anticipated return of El Niño conditions may result in concentration in key categories, and geographical risk heatwaves and increased fire risks. across a number of Coles’ fresh produce categories, to Longer-term risks including changes in climate, government (domestic and international) and policy and regulation are considered during strategic planning and horizon scanning. highlight mitigations in place and identify opportunities to further reduce risk of supply disruption. Further information about the review of geographical risk across Coles’ fresh produce categories is provided in the Climate Change section. • Strategy developed around the security of our meat supply and the 2023 acquisition of two milk processing facilities (subject to transaction completion including obtaining approval from the ACCC) contribute to supply chain resilience in the key meat and dairy categories. • our growing external digital footprint and number of third infrastructure, systems, processes, and resilience conducted party providers • high reliance on technology to assess security threats, adequacy of controls and recovery readiness. • external threat landscape including geopolitical unrest and high profile / high impact cyber security events in the market • Supplier due diligence processes which consider suppliers’ cyber, information security, privacy, and IT resilience such as ransomware, data theft and third party compromise. capability. • Dual data centres and cloud services support high levels of critical system redundancy and resiliency. • Monitoring in place 24/7 for technology operational and cyber incidents. IT incident response capability, disaster recovery plans and business continuity plans guide our response should an incident or disruption occur. Industry experts are retained to be on-call in the event of a cyber security incident. Additional information on the Critical Infrastructure legislation and Coles’ approach to managing related risks can be found in the Legal and Regulatory risk section. Mitigations • Five-year rolling technology strategy which prioritises and phases ongoing investment to enhance system stability and resilience. • Cyber security framework and controls library which is updated regularly and independently assessed to understand the maturity of our cyber security capabilities and to identify priority areas for improvement and investment. Capabilities are aligned to principles set out in the Australian Cyber Security Centre Essential Eight Maturity Model and National Institute of Standards and Technology (‘NIST’) Cybersecurity Framework. 8. People safety Description We employ and engage an extensive and diverse workforce, including third parties, with high volumes of people interactions daily. This could result in risk of fatality, injuries or illness to team members, customers, suppliers, contractors or visitors, due to accidents, incidents or unsafe work environments. Furthermore, the challenging macro-economic environment can have adverse impacts on team member mental health and wellbeing, and increase the risk of threatening situations faced by team members. Context The safety of our team, customers, third parties and contractors Mitigations • Health, Safety and Injury Management system (‘SafetyCARE’) is paramount to Coles. Although the COVID-19 pandemic is no longer assessed as a material risk to Coles its impacts will continue to be monitored and managed, along with the risks and impacts of future in place that is supported by a team of experienced safety professionals throughout our network. SafetyCARE performance is measured, tracked and reported, and its effectiveness independently assessed and verified. pandemics and communicable diseases. • Five-year safety and wellbeing plan which focusses on key The move to hybrid work arrangements requires us to manage physical and psychological risks faced by remote workers or those working from home. Preventing and equipping team members to manage threatening situations is a priority focus. safety obligations and risks. • Regular review of safety risk management and consultation processes, including for contractors and third parties. • Injury management and return to work programs to support team members who suffer an injury. • Focus on managing team members’ mental health and wellbeing, including through identification of psychosocial risk factors, our employee assistance program, flexible working arrangements, training on managing threatening situations and diversity, equity and inclusion programs. 38 39 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 9. People retention and talent 11. Legal and regulatory Description Inability to retain skilled team members who are imperative to the execution and delivery of our strategic programs, digital transformation, and broader business operations and performance. Context Coles is one of Australia’s largest private-sector employers. We Mitigations • Our Great place to work strategy focuses on strengthening seek to be an Employer of Choice and make Coles a team member engagement, which is measured through our workplace in which everyone feels like they belong. mysay team member engagement survey. With low unemployment rates and inflation placing pressure on • Leadership and development programs to support wages, Coles faces competition to retain skilled team members. development of leaders and career growth of key talent. Investment in graduate and industry learning programs. • Team member performance process which aligns objective setting to strategy, provides opportunity to seek and give feedback for learning and development, and celebrates progress and achievements. • Recognition programs including our Of the Year awards and our mythanks digital reward and recognition program which was released in FY23. • Commitment to flexible working to enable our team members to manage work and personal circumstances. • Regular discussions on talent and succession planning held with the ELT and People and Culture Committee. • The People and Culture Committee oversees and recommends Board approval of people and culture, talent management, remuneration and incentive frameworks, policies and plans. The Board is accountable for approving Group remuneration policies. 10. Industrial relations Description As we execute our strategy, workforce changes (company, industry or legislature driven) may lead to industrial action and/or disruptions to our operations, which can result in increased costs, litigation and financial impacts from reputational damage. Context Mitigations Changes in industrial relations and collective bargaining • Dedicated Employee Relations resources who are responsible legislation, along with planned changes in our supply chain for monitoring and responding to industrial relations risks and operations, can affect our exposure to this risk. issues. The federal government passed the Fair Work Amendment Act • Implementation of appropriate enterprise agreements and in 2022 which made important changes to multi-employer employee relations strategies. Proactive management of bargaining, gender pay gaps, fixed term contracts and flexible renegotiation of enterprise agreements. rostering. Further changes are planned in late 2023 regarding casual employment, labour hire, gig economy and wage theft. • Maintenance and development of strong working relationships with unions and industry organisations. We are committed to working collaboratively with our team Constructive liaison with team members, third party suppliers, and external stakeholders to renew workplace agreements. transport and logistics providers. Description Non-compliance with key laws and regulations, could expose Coles to loss of licence to operate, substantial financial penalties, reputational damage, a deterioration in relationships with regulators, class action or other litigation and additional regulatory changes that may adversely impact the execution of our strategy and result in increased cost to operate. Where Coles is a party to litigation, it can involve reputational damage, financial costs, and high investment of Company resources and time. Context The diversity of our operations necessitates compliance with extensive legislative requirements at all levels of government. This includes: • corporations law • competition and consumer law • discrimination law • health and safety • industrial relations • employment • privacy • product and food safety • modern slavery • environment and biosecurity • council by-laws • measurements Mitigations • Compliance standards, requirements and accountability to manage compliance obligations are set out in our Compliance Policy and Framework, which is based on AS ISO 37301:2023, Compliance Management Systems – Requirements with guidance. The Compliance Framework is regularly reviewed and assessed, including through internal audit processes. • Obligation registers in key areas help to assess compliance with legislative obligations and identify actions to strengthen compliance controls. • Program in place to comply with newly introduced SOCI Act obligations, which seeks to uplift the security and resilience of Australia’s critical assets. • Legal and compliance teams monitor and manage legal issues, matters, claims and disputes. These teams are supported by pre-agreed panel arrangements with external • Critical Infrastructure Act 2018 (Cth) (‘SOCI Act’) including legal firms. Potential litigation claims are assessed to cyber security obligations. understand loss potential. This risk may become heightened due to the introduction of • Relationships maintained with regulators and industry bodies new and changing regulation and reporting requirements to to monitor new and impending legislative and policy which Coles must comply, or uncertainty regarding the changes in order to respond accordingly. interpretation or application of relevant regulatory instruments such as modern awards. 12. Ethical sourcing Description Risk of modern slavery, breach of workers’ human rights or breach of laws designed to protect human rights in our own operations or extended supply chain is a risk for Coles. Context Failure to source product or conduct our business in a manner Mitigations • Ethical Sourcing policy which is based on international that complies with our Coles Ethical Sourcing Policy and standards and sets out the minimum standards for our relevant legal requirements across Australia and the countries suppliers. we source from, can impact worker safety, wellbeing and/or • Ethical Sourcing Program which takes a risk-based approach living conditions. It can also result in material reputational damage, loss in to define the level of due diligence, audit frequency and monitoring that applies to suppliers. The program covers consumer confidence and market share, regulator fines and trade and GNFR suppliers, exclusive brands and Liquor. penalties, and adverse financial performance. • During FY23 we continued to focus on embedding the • Business continuity plans in place to mitigate disruption to operations if industrial action occurs. Additional information on Coles’ Ethical Sourcing Program can be found in our Modern Slavery Statement. program across the business and building trust and strengthening relationships with suppliers and workers, including ongoing activities to review accommodation standards for workers in Australia. • Ethical Sourcing risk indicators measure timely management action in response to supply chain ethical audit non- conformances. • Standard supply contract terms and conditions define expectations of supplier conduct. • Coles’ whistle-blower hotline and dedicated supply chain wages and conditions hotline enable reporting of unethical, illegal, fraudulent or undesirable conduct. 40 41 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 13. Product and food safety Description The risk of selling or serving a product that is unsafe may cause serious illness, injury or death and/or result in loss of reputation or litigation. Context Mitigations Product and food safety, and quality are critical for Coles. • Product and food safety programs (including safety plans Serious illness, injury or death are the most severe potential risks and assurance programs for exclusive brands/products) are from compromised product or food safety. These risks may result in loss of sales and market share, regulatory exposure, and potential litigation. Financial risks 14. Financial, treasury and insurance in place and regularly reviewed. • Governance forums manage and monitor emerging food and product safety risks, food security risks and regulatory changes. • Food risk and hazard assessment processes are based on the Food Standards Australia New Zealand (‘FSANZ’) Standard. • Supplier quality management processes reduce product and food safety risks. Training is provided to suppliers and team members in food safety and quality management. • Withdrawal and recall processes remove defective and potentially unsafe product from our stores and supply chain. • Quality, complaints and incident processes help identify and drive response to safety risks. Climate Change Coles understands our responsibility to minimise our environmental footprint, as well as to mitigate the environmental and social impacts of climate change. We are doing this by: • building the resilience of our business, our community and our value chain against climate change impacts, both physical and transitional (manage climate risks and opportunities); • taking action to reduce our climate impacts (decarbonisation1); and • constructively engaging on issues and challenges associated with climate change and climate policy (influence climate action). We are committed to engaging with our stakeholders and disclosing how we identify, assess and manage climate-related financial risks and opportunities, and seek to align with the recommendations of the Task Force on Climate-related Financial Disclosures (‘TCFD’). Key actions taken to align with the TCFD FY20 FY21 FY22 FY23 FY24 & beyond Published Board Released refreshed Further developed Completed a risk Progress our Climate approved Climate Sustainability scenario analysis analysis of the Action Roadmap. Change Position Strategy – including work. This provided physical impacts of Statement. Scope 1 and 2 information on future climate change on Three-year TCFD Roadmap endorsed emissions reduction climate scenarios, as Coles’ asset portfolio, targets. well as climate- The scope of the Develop a Climate Transition Plan for Coles. Description The availability of funding and management of capital and liquidity are important requirements to fund our business operations and growth. In addition, we are exposed to material adverse fluctuations in interest rates, foreign exchange rates and commodity movements that could impact business profitability. Context Changes in the macro-economic environment can expose us Mitigations • Group Treasury manages cash funding position and supports to adverse movements in interest rates, foreign exchange rates interest rate and foreign currency risk management. by the Board (based Updated assessment on 2017 TCFD of Coles’ climate- recommendations). related risks and Formalised governance opportunities. Undertook high-level arrangements scenario analysis on relating to climate the impacts of and commodity prices, and present barriers to funding our • Treasury and related policies govern management of our change. business operations. We may also be exposed to financial loss from accidents, financial risks, including liquidity, interest rates, foreign currency, commodity risks and use of derivatives. Further natural disasters and other events. Insurance is a tool used to information is included in Note 4.2 Financial Risk protect our customers, team members and the Group against Management of the Financial Report. (insurable) financial loss. • We may choose to self-insure a significant proportion of some insurable risks. In the event of an incident, the cost is covered from internal premiums charged to the business, or the losses are absorbed. • The Group Insurance function manages self-insurance and purchase of external insurance to optimise cover and value. Self-insured risks are monitored and programs are in place to help us pre-empt and mitigate losses. • An external actuary helps determine self-insurance liabilities recognised in the Statement of Financial Position. climate change on the resilience of our strategy. Three possible climate change 2030 scenarios were used (stated policies; ambitious global climate action; and runaway climate change) to test strategic resilience. related commodity assessment risks and opportunities. Assessed fifty-five core commodities encompassed the store network, distribution centres and supply routes. (covering ~60% of Set a Scope 3 Coles’ revenue) supplier engagement against both physical target validated by and transitional the Science Based climate vulnerabilities. Subsequently undertook a ‘deep dive’ into 10 commodities assessed as being highly vulnerable to climate risks to inform mitigating actions. Targets initiative. Commenced the development of a Climate Action Roadmap to meet current and emerging climate disclosure requirements. 42 43 1 Coles currently does not purchase carbon offsets to decarbonise its operations. Carbon offsets are only purchased for the purpose of the Coles Finest carbon neutral beef and pork products. Coles Group 2023 Annual ReportColes Group 2023 Annual Report Governance Strategy • Flooding events drive approximately In response, we are seeking to partner Climate change has been identified and Our assessment includes the following The Board oversees and approves the The focus this year has been on two key strategic direction of the Group and pieces of work – the completion of a oversees the effectiveness of Coles’ physical risk assessment of our assets and sustainability and governance policies operations, and the development of a and practices, including exposure to Climate Action Roadmap, which will be climate change and other ongoing in FY24. 60% of financial losses across the portfolio. The financial impact of flooding events is estimated to increase by around 23% over the next 10 years when assessing against RCP 8.5 2030 (Intergovernmental Panel on Climate Change high-emissions environmental and social risks, and opportunities. The Audit and Risk Physical risk assessment scenario). Committee supports the Board in fulfilling Over recent years Coles has its responsibilities including evaluating experienced the physical and financial the adequacy and effectiveness of the impacts of extreme weather events such Group’s identification and management as floods, cyclones, and bushfires. These of environmental and social impacts include physical damage to sustainability risks and its disclosure of assets, inability to access assets and any material exposures to those risks, equipment, loss of revenue from store including financial and non-financial closures, and decreases in the efficiency • The distribution network (distribution centres and transport routes) was found to be the area of highest risk due to the scale of potential downstream impacts. Resilience of the distribution network is therefore a critical consideration in all operations and future asset planning. risks. The Chief Operations and Sustainability Officer, a member of the ELT reporting to the Chief Executive Officer, provides regular updates to the Board and the Audit and Risk Committee on sustainability risks, issues and progress of equipment sensitive to climate (e.g. refrigeration, heating and cooling). For • Coles has a high reliance on asset integrity and function of third party this reason, prior to finalising the location assets, such as transport of our new ADC in Redbank, Queensland, we undertook extensive analysis of potential flooding impacts as part of the location planning process. infrastructure, distribution centres and shopping centres. In FY24, we will use these findings to inform our climate risk management against commitments. Standardised Climate change projections show that approach. quarterly reporting, with performance the intensity and frequency of extreme monitoring against our sustainability weather events in Australia are only commitments (which includes our going to increase1, exacerbating Managing supply chain disruption – fresh produce emission reduction targets) is also impacts on our business. In FY23, we In recent years Coles has experienced provided to the Board. completed an assessment of Coles’ supply chain disruptions to several fresh During FY23 the Board was also presented with updates on market developments (including emerging disclosure frameworks) in relation to climate change and nature, as well as information on how we are mitigating risks associated with geographical concentration in fresh produce categories. The Board reviews Coles’ corporate strategy annually which includes considering whether it is assets and operations (including stores, produce categories because of extreme distribution centres, and key transport weather events and changing weather routes) that built on the high-level patterns. physical risk assessment completed in FY22. This work involved engagement with different parts of the business to understand historical events and impacts, determine an asset criticality framework and to inform where to focus the risk assessment and recommendations. During FY23, we reviewed several categories within fresh produce considered to be at risk from a geographical concentration perspective. In determining the level of risk, we considered both the financial loss (as a percentage of fresh produce sales) resulting from an impact to a ‘high responsive to the future risks and Key findings from the assessment include: geographically concentrated’ region, opportunities arising from the transition to a net zero economy. • The financial impact of physical climate risk in the store network is not With the Environmental, Social and materially significant in the context of Governance (‘ESG’) landscape Coles’ total portfolio, which is well and the likelihood, after accounting for risk mitigation factors and impacts associated with historical weather events. continuing to rapidly evolve, in FY23 we diversified across assets and regions. While no categories were deemed high have been working through a review of In addition, with respect to store risk due to the ability to source our overall sustainability governance design, the specifications used alternative supply, high substitutability arrangements. During this period, the already take into consideration future and the likelihood that material impacts primary management governance conditions to improve resilience in of extreme weather events would be forums for sustainability have been the extreme weather (for example, new industry wide, four fresh produce quarterly business reviews, attended by stores are designed for a one in categories were considered to be members of the ELT, and ELT meetings. 100-year storm event). The design medium risk – namely, lettuce, brief is frequently updated. strawberries, berries and bananas. with suppliers developing new growing disclosed as a material risk to the Group risks: regions (e.g. bananas grown in regions since FY19. Refer to the Risk other than Far North Queensland, which Management section for further is prone to cyclones) or ‘spreading out’ information on Coles’ material risks. • Transition – risks associated with the transition to a lower carbon economy including management of existing regions to reduce geographical concentration and investing in purpose built and technologically advanced facilities (such as covered cropping). Climate change risk exposure, together heightened stakeholder with associated management plans, risk expectations, policy, regulatory and appetites and metrics, is reported to the legal changes, and technological Executive Leadership Team, the Audit developments. Climate Action Roadmap and Risk Committee, and the Board Building on work undertaken over the past three years to align our approach with the 2017 recommendations of the regularly during the year, along with the broader suite of material risks to the Group. TCFD, this year we commenced the Climate change risk is supported by an development of a Climate Action underlying climate change risk and Roadmap (‘the Roadmap’). It is opportunity profile. This profile identifies anticipated the Roadmap will include transition and physical climate change key actions for Coles over the short, risks and opportunities impacting the medium and long term to manage Group, together with associated actions climate-related risks and opportunities and management plans. These risks and effectively and respond to stakeholder opportunities are presented in the expectations. following section. The Roadmap will seek to further align During FY23, we also incorporated the Coles to the TCFD and other current and management of climate change risks emerging disclosure frameworks – and opportunities within the Coles Risk • Physical – risks associated with acute event driven weather impacts, for example increasing severity of extreme weather events, and chronic long-term shifts in climate patterns. A description of Coles’ transition and physical risks and management response, as well as future opportunities, is presented in the following table. Many of the downside risks are also considered to be material business risks to the Coles Group. Analysis of the risk exposures considered financial, reputational, health and safety, legal and regulatory, and operational consequences in the short-term (0 to 2 years), medium-term (2 including the Transition Plan Taskforce Management Standard. This update was to 10 years) and long-term (10+ years). Disclosure Framework (UK) and IFRS S2 approved by the Board in June 2023. Climate-related Disclosures issued by the International Sustainability Standards Board (‘ISSB’). Further information about our Risk Management Policy and Risk Potential financial impacts include: revenue streams, operational and capital costs, asset values, cost of Management Standard is available in finance and insurance premiums, and The scenario analysis we undertook in Coles’ Corporate Governance market share. FY21 and FY22 will inform the Statement. development of the Roadmap. Detail of the scenario analysis undertaken in prior Climate-related risks years is available in our FY21 and FY22 As noted in the previous section, we Annual Reports. Risk management recognise that Coles is exposed to increasing climate-related risks. Changing weather patterns and climate We apply an integrated Group-wide extremes are happening at an increased approach to the management of risk pace1, emphasising the need to through the application of the Coles Risk develop, refine and implement Management Standard. adaptation and mitigation actions to address the changing nature of climate risk now and in the future. Consideration has also been given to the potential financial impacts of climate-related risks on the carrying value of goodwill through a qualitative review of the Group’s climate change risk assessment. This review did not identify any material financial reporting impacts. 1 Source: IPCC WGII AR6 Fact Sheets – Australasia: Fact Sheets | Climate Change 2022: Impacts, Adaptation and Vulnerability (ipcc.ch) 1 Intergovernmental Panel on Climate Change (IPCC) AR6 Synthesis Report, March 2023 (AR6 Synthesis Report: Climate Change 2023 — IPCC.) 44 45 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Transition risks Risk 1 – Changing stakeholder expectations of acceptable climate performance Description Coles seeks to minimise the impact of its operations on the environment. We also recognise the expectations and preferences of our team members, customers, community, investors and NGOs are shifting in relation to climate change and the environment. This includes enhanced expectations around minimising the impact of climate-related disruptions to our customers, improving energy efficiency, offering sustainable products and reducing greenhouse gas emissions. Relevant TCFD risk category Reputation Market Relevant TCFD financial impact category Revenue, expenditure, assets and liabilities, capital financing Potential financial impacts • Decreased revenue due to reduced demand for goods and services. Our management response • Sustainability strategy incorporating our emissions reduction targets. Refer to the • Increased costs due to turnover in team members or third parties with whom we do business. Metrics and Targets section for further information. • Teams and processes in place to understand, monitor and respond to the concerns and expectations of team members, customers, investors, NGOs and the community more broadly. • Governance arrangements to manage and monitor the development and progress against sustainability goals and initiatives, including those related to climate change. Medium- and long-term considerations • Monitoring for shifts in consumer preferences in favour of lower emissions and fewer water-intensive products. Risk 2 – Changing policy, regulatory and legal requirements to decarbonise and manage climate risk Description New and evolving climate-related policies and regulations may impose requirements that affect the way our business operates. These may include policies and regulations designed to limit the impacts of climate change, or transition to a lower carbon economy. Ongoing monitoring and assessment of changing regulations is required to determine whether action is needed to manage Relevant TCFD risk category compliance. Policy & Legal Relevant TCFD financial impact category Expenditure Potential financial impacts • Increased costs to comply with changing requirements. • Increased costs associated with offsetting carbon-intensive operations or products. Risk 3 – Low emissions technology development and adoption Description Decarbonising, or becoming more resilient to climate impacts, can be aided by technology. Delayed adoption of new technologies can reduce our competitiveness and increase our exposure to energy market volatility. Delays may occur when there are limited suppliers in the market to source new technologies; when there is inadequate infrastructure to support technology adoption; or when there is a lack of people trained in the installation, operation and maintenance of the technology. Relevant TCFD risk category Technology Relevant TCFD financial impact category Expenditure, assets and liabilities, capital financing Potential financial impacts • Write-offs or early retirement of existing assets. • Increased costs associated with investment in the research, development and implementation of new technology. • Increased costs to adopt new practices and processes, including upskilling workforce capabilities. Our management response • Regularly assessing new technologies with the potential to advance how we mitigate or adapt to climate change through literature reviews, attending conferences, and assessing inbound requests from potential suppliers to review their products. • Energy purchasing, market services and energy asset strategy to manage and orchestrate energy consumption and cost to supermarkets, including renewable energy contracts and orchestration agreements. • Strategies developed to replace existing refrigeration and heating, ventilation and air conditioning assets with systems that run on lower global warming potential gases and natural refrigerants. Medium- and long-term considerations • Adequacy of infrastructure to support increasing uptake of electric vehicles in Risk 4 – Decreased access to insurance and finance Australia. Description Banks and insurers may become increasingly reluctant to support businesses and operations with significant exposure to climate risks and inadequate processes to Relevant TCFD risk category manage these risks. Policy & Legal Relevant TCFD financial impact category Expenditure, asset and liabilities, capital financing Potential financial impacts • Increased cost of finance. • Higher insurance premiums. • Unavailability of insurance for activities or sites located in specific high-risk areas. Our management response • Regulatory non-compliance is one of our material business risks and is managed Our management response • Coles’ Sustainability Strategy (and associated metrics and targets) has facilitated with regards to the risk appetite statements and key risk indicators agreed by the Board. Refer to the Risk Management section for further information about risk mitigations. • Monitoring of new and impending legislative and policy changes, as well as participation in policy consultations to influence change. • Annual emissions reporting to the Clean Energy Regulator under the National Greenhouse and Energy Reporting scheme. • Compliance and legal teams train and support relevant teams on sustainability related advertising and claims to make sure they are not misleading or contrary to Australian Consumer Law. Medium- and long-term considerations • Managing the divergence in environmental requirements imposed by state- based legislation in the absence of a national approach. • Monitoring of external trends relating to climate litigation and direct claims being made against companies internationally and domestically. access to the sustainable finance markets. Coles has established a total of $1.425 billion bilateral bank facilities in sustainability linked loan formats (‘SLLs’). The SLLs draw a direct line between our sustainability performance and our cost of capital. Coles is incentivised through margin adjustments to achieve sustainability targets linked to Scope 1 and 2 emission reductions, waste diversion from landfill, and women in leadership. • Transferring risk through the insurance market where it is competitive to do so and based on exposure to the balance sheet. Coles Captive Insurance is used as a mechanism to fund additional exposures that cannot be risk transferred to a certain extent. • Natural catastrophe modelling to give confidence to external insurers. This modelling will be revisited at least every two years or earlier if there is evidence that the modelling has become outdated. Medium- and long-term considerations • Increased insurance exclusion clauses for specific regions susceptible to extreme weather events. 46 47 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Physical risks Risk 5 – People safety and wellbeing (Coles team members and broader supply chain) Description Increases in the frequency and intensity of extreme weather events, and changes in weather patterns, can lead to increasing health and safety risks to Coles’ team members, customers, and third party suppliers and providers. This includes exposure to the risk of physical harm, as well as adverse health and wellbeing impacts Relevant TCFD risk category including to mental health. Acute Chronic Relevant TCFD financial impact category Expenditure Potential financial impacts • Increased operating costs associated with implementing plans to reduce and mitigate the health and wellbeing impacts to our team members, customers, and third party suppliers and providers. • Increased costs associated with employee leave, including disaster leave, absenteeism and/or turnover. Risk 7 – Operational resilience Description Acute and chronic weather events can result in disruption to our stores and distribution centres through physical damage to assets and equipment, and/or the inability to access facilities and major transport routes. There may also be more frequent and prolonged instances of power outages, as well as decreases in the efficiency and resilience of assets and equipment that are sensitive to climate (e.g. refrigeration units, heating and cooling). Relevant TCFD risk category Acute Chronic Relevant TCFD financial impact category Revenue, expenditure, assets and liabilities, capital financing Potential financial impacts • Increased operating and capital costs. • Increased costs to repair, maintain or replace assets. • Reduced revenue and/or stock loss. • Increased insurance premiums. • Write-offs or impairment of assets. Our management response • People safety is a material business risk and is managed with regards to the risk Our management response • Supply chain resilience is a material business risk and is managed with regard to appetite statements and key risk indicators agreed by the Board. Refer to the Risk Management section for further information about risk mitigations. • The Coles Health, Safety and Injury Management system (SafetyCARE) and the safety plans for each of our segments factor in the acute impacts (e.g. bushfires) and chronic impacts (e.g. heat fatigue) of climate change. • Every store has an emergency response plan, informed by a safety risk assessment that factors in bushfire, flood and cyclone zones. • Learnings from incidents and events, and opportunities for improvement, are identified and incorporated into our safety, emergency management and response plans and processes. Medium- and long-term considerations • The types of people safety and wellbeing risks are expected to be the same in the medium and long-term, however their impact may be amplified by an increase in the frequency and/or intensity of extreme weather events and changing weather patterns. Risk 6 – Food safety and quality Description An increase in the frequency and severity of extreme weather events and long-term risk appetite statements and key risk indicators agreed by the Board. Refer to the Risk Management section for further information about risk mitigations. • Store design specifications consider their resilience in extreme conditions. • Ongoing maintenance and asset replacement program aimed at progressively maintaining and replacing assets when required. • Stock planning in areas affected by cyclone activity (e.g. WA, QLD), and other forecast weather events to ensure stores are sufficiently stocked before entering cyclone season. • Insurance arrangements are in place for property and business interruption (subject to policy terms, conditions and exclusions). • Completion of a physical climate risk assessment to understand the potential physical impacts of climate change on Coles’ assets and operations and identify mitigation actions to improve climate resilience. Medium- and long-term considerations • Continuous increases in the frequency and/or severity of natural hazards and the potential impact on our assets, particularly ageing assets, and third party logistics infrastructure. shifts in climate patterns can lead to food safety and quality risks throughout the supply chain, including changing persistence and occurrence of pests and diseases, food and soil contamination, and lower than expected shelf-life for fresh produce. Risk 8 – Supply security Description Our ability to source products domestically and internationally can be adversely impacted by climate change. The occurrence of extreme weather events and longer-term changes in weather patterns can reduce supplier productivity and Relevant TCFD risk category availability of supply. Acute Chronic Relevant TCFD risk category Acute Chronic Relevant TCFD financial impact category Expenditure Potential financial impacts • Decreased revenue due to reduced availability of supply. • Increased operating costs associated with implementing plans to reduce and Relevant TCFD financial impact category Revenue, expenditure mitigate impacts to food and product safety and quality. Potential financial impacts • Decreased revenue due to reduced availability of supply. Our management response • Product and food safety is a material business risk and is managed with regards to the risk appetite statements and key risk indicators agreed by the Board. Refer to the Risk Management section for further information about risk mitigations. • Disaster recovery checklists established to help suppliers recover from the impact of extreme weather events on food safety. • Developing a food safety strategy to improve the management of food safety across the supply chain considering likely changes in climatic conditions. Medium- and long-term considerations • The types of food safety and quality risks are expected to be the same in the medium and long-term, however their impact may be amplified by an increase in the frequency and/or intensity of extreme weather events and changing weather patterns. Our management response • Supply chain resilience is a material business risk and is managed with regard to • Increased costs to import products from overseas or diversify supplier base. • Increased exposure to price volatility. the risk appetite statements and key risk indicators agreed by the Board. Refer to the Risk Management section for further information about risk mitigations. • During FY23 reviews were undertaken of supplier concentration in key categories, and geographical risk across a number of Coles’ fresh produce categories, to highlight mitigations in place and identify opportunities to further reduce risk of supply disruption. • Medium and longer-term supply security risks and mitigations are assessed on an ongoing basis as part of category planning. • Strategy developed around the security of our meat supply. • Provision of support to suppliers through grants for climate change adaptation and mitigation initiatives via the Coles Nurture Fund. • Disaster relief packages are available to suppliers on an ad hoc basis. Medium- and long-term considerations • Increasing frequency and/or severity of extreme weather events and changing climate patterns may result in the risk of supplier consolidation. 48 49 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Climate-related opportunities Opportunity 1 – Resource efficiency and greenhouse gas reduction Description We are continuing to increase our resource efficiency and reduce greenhouse gas emissions in areas over which we have control and influence. Relevant TCFD opportunity category Resource Efficiency Energy Source Potential financial benefits • Reduced operating costs (e.g. through efficiency gains and cost reductions) Our management response • Detailed information on how we are working to increase resource efficiency and reduce greenhouse gas emissions is provided in the following Metrics and Targets • Increased production capacity section. Opportunity 2 – Increased operational resilience, supply chain resilience and business continuity planning Description We are seeking to build the resilience of our business, our community and our value chain against climate-related impacts, both physical and transitional. Relevant TCFD opportunity category Resilience Potential financial benefits • Enhanced resilience of our supply chain and ability to operate in various conditions, increasing sales and revenue • Enhanced resilience of our assets and infrastructure, increasing asset value Our management response • In FY24, we will use the results of the physical risk assessment discussed previously to inform the work necessary to reduce exposure to climate risk across the portfolio. • We will also continue to support suppliers through grants for climate change adaptation and mitigation initiatives through the Coles Nurture Fund (further information about this grants program will be available in our 2023 Sustainability Report). Metrics and targets In FY21, we announced targets to reduce greenhouse gas emissions including the following commitments: • to deliver net zero greenhouse gas emissions by 20501 • for the entire Coles Group to be powered by 100% renewable agreement which commenced in 2021 Wales. All three systems are expected to with MYTILINEOS in New South Wales. be energised in either FY24 or FY25. We are aiming to purchase more than Coles and Origin recently signed an 90% of our electricity in Queensland for agreement which will see the 10 years from CleanCo, the state-owned companies co-invest in solar, batteries low-emissions energy generator, retailer and flexible load controls across Coles and developer. In addition to Clean Co’s stores nationally. The agreement is existing low emissions portfolio, the expected to lower Coles’ emissions, retailer will support Coles through reduce electricity consumption from the electricity by the end of FY25 (refer to the Renewable electricity section for further information) agreements with Western Downs Green grid and bring down operational costs, Power Hub (set to be Australia’s largest with solar to be delivered at 20 stores in solar farm when completed) and the FY24. Over the next three years, the • to reduce combined Scope 1 and 2 MacIntyre Wind Farm (one of the largest companies aim to install 20 MW of solar greenhouse gas emissions by more than 75% by the end of FY30 (from a FY20 baseline). In July 2023 this target was validated by the Science Based Targets initiative (‘SBTi’)2 and classified as 1.5°C aligned, currently the most ambitious designation available through the SBTi process. Our main sources of Scope 1 (direct) emissions include emissions from refrigerant gases, natural gas and transport fuel, with a minimal contribution from stationary LPG and diesel for onsite back-up generators. Scope 2 (indirect) emissions are those associated with our electricity use and make up the bulk of our combined Scope 1 and 2 emissions. Scope 3 emissions are indirect emissions (not included in Scope 2) that occur in our value chain and make up the bulk of Coles’ overall emissions profile. Emissions data, including our Scope 3 inventory, will be available in our 2023 Sustainability Report. Scope 1 and 2 emissions Renewable electricity We have made significant progress this year towards our 100% renewable electricity target through onsite solar and large-scale generation certificate (‘LGCs’) arrangements which match our consumption. In July 2022, we commenced our agreement with CleanCo in Queensland to purchase electricity and LGCs and began our long-term LGC agreement with Lal Lal Wind Farms in Victoria. These agreements are in addition to our LGC-bundled power purchase wind farms to be built in the Southern panels on top of 100 stores, with batteries Hemisphere, with 180 turbines). to be installed at one third of the stores Our agreement with Lal Lal Wind Farms will enable us to purchase LGCs from the wind farms near Ballarat, Victoria until the end of 2030. Lal Lal Wind Farms has been exporting renewable electricity at full capacity to the Victorian grid since December 2020. We are on track to meet our FY25 renewable electricity commitment through the addition of upcoming to capture and store excess renewable electricity generated on-site. In addition, Coles’ rooftop solar, batteries, and energy assets such as in-store heating, cooling and refrigeration systems will be connected to Origin’s virtual power plant to help ease pressure on the energy grid during peak periods of demand. Refrigeration, HVAC management and energy efficiency long-term LGC agreements. We have Refrigeration is vital for maintaining and signed these agreements with Neoen, extending food quality and reducing Origin Energy, ACCIONA Energía, and waste. Coles’ refrigeration management ENGIE to source LGCs from wind and program includes the use of natural solar farms across Victoria, New South refrigerants, which have close to no Wales, South Australia and Queensland. global warming potential (‘GWP’) The portfolio of generation assets compared with older synthetic includes several wind and solar farms, refrigerant gases with high GWP. which are under construction, as well as existing sites such as Willogoleche Wind Farm in South Australia and Mt Gellibrand Wind Farm in Victoria. When building new Coles supermarkets, the majority (>90%) now use natural refrigerants. Aligning to our store refurbishment program where practical In May 2023 we completed a 3.5 and commercially viable we convert megawatt (‘MW’) solar installation and supermarkets to lower GWP or natural energisation at our automated dry good refrigerants. At the end of FY23, natural distribution centre in Oakdale, New refrigerants were in use in 54 South Wales. The solar installation, which supermarkets (28 in FY22) and 33 Coles is among the largest rooftop solar Liquor stores (15 in FY22). solutions in the Coles network, is comprised of 7,000 solar panels covering 16,700 square metres of roof and is expected to supply 32% of the electricity for the facility. Furthermore, a 300 kilowatt (‘kW’) solar system was constructed at our Chef Fresh facility in To reduce gas loss, we have continued to invest in leak detection technology and our refrigeration pipe replacement program. We also have several energy efficiency initiatives and trials in place across our stores and distribution centres. New South Wales and is expected to Scope 3 emissions generate 420 megawatt hours (‘MWh’) of renewable energy per year. Construction of two further rooftop solar systems is underway at our chilled distribution centres in Kewdale, Western Australia and Eastern Creek, New South Coles has set a supplier engagement target requiring more than 75% of suppliers by spend to set science-based targets by the end of FY27. This Scope 3 target was validated by the SBTi during the year. 1 Currently, Coles’ commitment refers only to Coles’ Scope 1 and Scope 2 emissions. 2 The SBTi is a partnership between CDP, the United Nations Global Compact, World Resources Institute and the World Wide Fund for Nature. It provides an independent assessment and validation of net-zero science-based targets in line with a 1.5°C future. Pictured: Team member Dwayne with Electric Yard Tug which was trialled at Truganina DC. 50 51 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Given most of Coles’ Scope 3 emissions Scope 3 categories are upstream of our operations, this target allows us to engage high emitting categories and work collaboratively with our suppliers to reduce emissions. As an organisation with an extensive supply chain, there are a range of challenges related to measuring and reducing Scope 3 emissions. These include our reliance on supplier partners for relevant information, gaps in data, issues with data quality and our ability to influence suppliers’ operational and commercial practices. With these challenges in mind, Coles has appointed a new position of General Manager, Sustainability Supplier Relations, whose focus will be on engaging with, and supporting, our suppliers to reduce their emissions. During FY23, we calculated our FY22 and FY23 inventory for Scope 3 emissions covering the following Greenhouse Gas Protocol (‘GHG Protocol’) categories1. We also recalculated our FY20 baseline to account for the sale of Coles Express fuel and convenience retailing operations during FY23. m a e r t s p U m a e r t s n w o D Category 1. Purchased goods and services 2. Capital goods 3. Fuel and energy-related activities 4. Upstream transportation and distribution 5. Waste generated in operations 6. Business travel 7. Employee commuting 11. Use of Sold Products 12. End-of-life treatment of sold products 15. Investments and joint ventures Further detail on how we have been working with suppliers to reduce their emissions is available in our 2023 Sustainability Report. Board of Directors: Biographical details James Graham AM BE (Chem) (Hons), MBA, FIEAust EngExec, FTSE, FAICD, SF FIN Leah Weckert BEng (Hons), BSc, MBA, GAICD Chairman and Non-executive Director, Chairman of the Nomination Committee and Member of the People and Managing Director and CEO Culture Committee Age: 75 Age: 44 James Graham has extensive business, investment, corporate Leah Weckert became the Managing Director and Chief and governance experience, including as a Non-executive Executive Officer of Coles on 1 May 2023. Leah joined Coles in Director of Wesfarmers Limited for 20 years, prior to his 2011 and has held several senior roles across the business. Most retirement in July 2018. James is Chairman of Gresham Partners recently, Leah was Chief Executive, Commercial and Express, Limited, having founded the Gresham Partners Group in 1985. leading the Supermarkets and Coles Express business units. From 2001 to 2009, James was a Director of Rabobank Australia Limited, initially as Deputy Chairman and then Chairman, and was responsible for the Bank’s operations in Australia and New Zealand. He was also Chairman of the Darling Harbour Authority between 1989 and 1995, and was previously Before this, Leah was Chief Financial Officer and played a leadership role in the demerger of Coles from Wesfarmers in 2018. Leah has also held roles as Director Strategy, Director People & Culture, State General Manager Victoria Operations, and General Manager Merchandise, Strategy and Innovation. Managing Director of Rothschild Australia Limited. In 2008, Prior to joining Coles, Leah worked at McKinsey & Company, James was made a member of the Order of Australia. advising large private and public sector clients, and Foster’s Group in Strategy and Business Development. She is a Graduate of the Australian Institute of Company Directors and a member of Chief Executive Women. Pictured: Head of Energy Jane Mansfield and Origin Zero Executive General Manager James Magill inspect the rooftop solar panels at Coles Craigieburn Village, following a landmark agreement to co-invest energy and battery assets. 1 Consistent with guidance in the GHG Protocol, Category 8 – Upstream leased assets and Category 9 – Downstream transportation and distribution are excluded from our Scope 3 emissions inventory. Category 10 – Processing of sold products, 13 – Downstream leased assets and 14 – Franchises are not relevant to Coles Group. It should also be noted that Coles has calculated a portion of emissions associated with Viva Energy’s sale of fuel through Coles Express sites in Category 15 – Investments, based on commission received through the agreement with Viva Energy. Pictured: Managing Director & CEO, Leah Weckert, together with Coles Local store manager, Jake, and some members of the Board at the opening of Coles Local Toorak. 52 53 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Terry Bowen BAcc, FCPA, MAICD Abi Cleland MBA, BCom/BA Paul O’Malley BCom, M.AppFinance, ACA Wendy Stops BAppSc (Information Technology), GAICD Non-executive Director, Member of the Nomination Committee and the Audit and Risk Committee Non-executive Director, Member of the Nomination Committee and the People and Culture Committee Non-executive Director, Chairman of the Audit and Risk Committee and Member of the Nomination Committee Non-executive Director, Member of the Nomination Committee and the Audit and Risk Committee Age: 56 Age: 49 Age: 59 Age: 62 Terry Bowen is currently a Non-executive Director of BHP Group Abi Cleland is currently a Non-executive Director of Paul O’Malley is the Chairman and a Non-executive Director of Wendy Stops is the Chairman of Fitted for Work, Deputy Limited and Transurban Group Limited. He is also Chairman of Computershare Limited and Orora Limited. She was previously Commonwealth Bank of Australia Limited. He was Managing Chancellor and Council member at the University of the Operations Group at BGH Capital. a Non-executive Director of Sydney Airport Corporation Director and Chief Executive Officer of BlueScope Steel Limited Melbourne, Chairman of the Advisory Board for the Melbourne Terry previously served as Finance Director of Coles (2007 to 2009), Finance Director of Wesfarmers Limited (2009 to 2017) and Managing Partner and Head of the Operations Group at BGH Capital (2018 to 2019). Terry was also formerly the Chief Financial Officer of Jetstar Airways, Finance Director of Wesfarmers Landmark, and before this held senior finance roles with Tubemakers of Australia Limited. Limited, Chairman of Planwise AU, a Director of Swimming from 2007 to 2017, after joining the company as Chief Financial Business School’s Centre for Business Analytics and a member Australia and on the Lazard PE Fund advisory committee. From Officer. Previously, Paul was the Chief Executive Officer of TXU of the AICD’s Governance of Innovation and Technology Panel. 2012 to 2017, Abi established and ran an advisory and Energy, a subsidiary of TXU Corp based in Dallas, Texas. He held management business, Absolute Partners, focusing on strategy, other senior financial management roles within TXU and mergers and acquisitions and disruption. Before that, she held previously worked in the investment banking and consulting senior management roles at KordaMentha’s 333, where she sectors. A former Director of the Worldsteel Association, Paul was Managing Director, and at ANZ Banking Group Limited, was Chairman of their Nominating Committee and Trustee of Incitec Pivot Limited and Amcor Limited. the Melbourne Cricket Ground Trust. He has also served as Chairman for Australian Catholic Redress Ltd. Previously, Wendy was a member of the Advisory Committee to the Digital Technology Taskforce of the Department of Industry, Science and Resources and a senior management executive in the information technology and consulting sectors. This includes her last 16 years with Accenture in various senior management positions in Australia, Asia Pacific and globally. Her board experience includes Blackmores Limited (where she Directorships of listed entities, current and recent Directorships of listed entities, current and recent (last three years): (last three years): Directorships of listed entities, current and recent was Chairman from 2022 to 2023), Commonwealth Bank of Non-executive Director of BHP Group Limited (since October Non-executive Director of Computershare Limited (since 2017), Transurban Group Limited (since February 2020). February 2018), Orora Limited (since February 2014), Sydney Airport Corporation Limited (April 2018 to March 2022). (last three years): Chairman of Commonwealth Bank of Australia Limited (since August 2022) and Non-executive Director (since January 2019). Jacqueline Chow MBA, BSc (Hons), GAICD Richard Freudenstein LLB (Hons), BEc Scott Price BA, MBA, MA Non-executive Director, Member of the Nomination Committee and the Audit and Risk Committee Non-executive Director, Chairman of the People and Culture Committee and Member of the Nomination Committee Non-executive Director, Member of the Nomination Committee and People and Culture Committee Age: 51 Age: 58 Age: 62 Jacqueline Chow is a Non-executive Director of Boral Limited, Richard Freudenstein is the Chairman and a Non-executive Scott Price commenced as Group Chief Executive of DFI Retail nib Holdings Limited and Charter Hall Group. She is also a Director of Appen Limited as well as a Non-executive Director Group Holdings Limited on 1 August 2023, having retired in early Director of the Australia-Israel Chamber of Commerce of New of REA Group Limited (where he was Chairman from 2007 to 2022 as Executive Vice-President; President of UPS International. South Wales. 2012). He is a board member of Cricket Australia and Deputy Scott was also previously UPS’s Chief Strategy and From 2016 to 2019, Jacqueline was a Director of Fisher & Paykel Chancellor of the University of Sydney. Appliances. Jacqueline previously held senior management Richard was previously Chief Executive Officer of Foxtel (2011 to positions, including Chief Operating Officer, Global Consumer 2016), Chief Executive Officer of The Australian and News Digital Transformation Officer and was responsible for strategic planning, Global Business Services and the company’s Advanced Technology Group. and Food Service, with Fonterra Co-operative Group, one of Media at News Ltd (2006 to 2010), and Chief Operating Officer From 2009 to 2017, Scott led Walmart’s Asia store business the world’s largest dairy product producers and exporters. Prior at British Sky Broadcasting plc (2000 to 2006). His previous board before moving to the United States to lead global sourcing, to that, she was in senior management with Campbell Arnott’s positions include Ten Network Holdings Limited (2015 to 2016), international technology, real estate and strategy. He was also and Kellogg Company. She was also Programme Steering Foxtel (2009 to 2011) and Astro Malaysia Holdings Berhad (2016 previously President and CEO of DHL Asia and then DHL Europe Group Director, Ministry for Primary Industries, New Zealand and to 2019). Richard was also a member of the Advisory Board of and began his career at The Coca-Cola Company in Asia. Deputy Chairman of the Global Dairy Platform Inc. She was artificial intelligence software company, Afiniti Ltd (2017 to Scott is a former board member of the not-for-profit World Food previously a Senior Advisor at McKinsey Consulting RTS. 2022). Program USA. Directorships of listed entities, current and recent Directorships of listed entities, current and recent Directorships of listed entities, current and recent (last three years): (last three years): (last three years): Non-executive Director of Boral Limited (since March 2022), nib Chairman of Appen Limited (since October 2021) and Non- Group Chief Executive and Director of DFI Retail Group Holdings Limited (since April 2018), Charter Hall Group (since executive Director (since August 2021), Non-executive Director Holdings Limited (and representative director on its affiliate, February 2021). of REA Group Limited (since November 2006). Robinsons Retail Holdings Inc) (since August 2023). Australia Limited, Altium Limited, Accenture Software Solutions Australia and Diversiti. Currently, Wendy is a member of Chief Executive Women, serving on their Leaders Program Committee, and a graduate of the AICD. Directorships of listed entities, current and recent (last three years): Chairman of Blackmores Limited (November 2022 to August 2023) and Non-executive Director (April 2021 to August 2023), Non-Executive Director of Commonwealth Bank of Australia Limited (March 2015 to October 2020). 54 55 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Directors’ Report The Directors present their report on the consolidated entity consisting of Coles Group Limited (‘the Company’) and its controlled entities at the end of, or during, the financial year ended 25 June 2023 (collectively, ‘Coles’ or ‘the Group’). The information referred to below forms part of and is to be read in conjunction with this Directors’ Report: • the Operating and Financial Review • the Remuneration Report • Board of Directors: Biographical Details • Note 7.3 Auditor’s remuneration to the financial statements accompanying this report • Note 7.5 Events after the reporting period to the financial statements accompanying this report • the Auditor’s Independence Declaration required under section 307C of the Corporations Act 2001 (Cth) Directors The Directors in office as at the date of this Directors’ Report are: NAME POSITION HELD PERIOD AS A DIRECTOR James Graham AM Chairman and Independent, Non-executive Director Appointed 19 November 2018 Leah Weckert Terry Bowen Managing Director and Chief Executive Officer Appointed 1 May 2023 Independent, Non-executive Director Appointed 1 October 2022 Jacqueline Chow Independent, Non-executive Director Appointed 19 November 2018 Abi Cleland Independent, Non-executive Director Appointed 19 November 2018 Richard Freudenstein Independent, Non-executive Director Appointed 19 November 2018 Paul O’Malley Scott Price Wendy Stops Independent, Non-executive Director Independent, Non-executive Director Appointed 1 October 2020 Appointed 1 October 2022 Independent, Non-executive Director Appointed 19 November 2018 The biographical details of the current Directors set out information about the Directors’ qualifications, experience, special responsibilities and other directorships. The following persons were also Directors during FY23: NAME Steven Cain POSITION HELD PERIOD AS A DIRECTOR Managing Director and Chief Executive Officer Appointed Chief Executive Officer 17 September 2018 and Managing Director 2 November 2018 Retired as Managing Director and Chief Executive Officer on 30 April 2023 David Cheesewright Independent, Non-executive Director Appointed 19 November 2018 Directors’ meetings The number of Directors’ meetings (including meetings of committees of Directors) and the number of meetings attended by each of the Directors of the Company during the financial year are listed below: DIRECTOR - CURRENT1,2 Held Attended Held Attended Held Attended Held Attended AUDIT AND RISK PEOPLE AND NOMINATION BOARD COMMITTEE CULTURE COMMITTEE COMMITTEE James Graham Leah Weckert3 Terry Bowen4 Jacqueline Chow Abi Cleland Richard Freudenstein Paul O’Malley Scott Price5 Wendy Stops DIRECTOR - FORMER Steven Cain6 David Cheesewright7 12 2 9 12 12 12 12 9 12 10 12 12 2 9 12 12 12 12 9 12 10 10 3 5 5 5 3 5 5 5 5 5 5 3 5 5 5 5 3 3 4 2 4 4 4 4 2 4 4 4 2 4 4 4 4 2 4 4 1 ‘Held’ indicates the number of meetings held during the period that the Director was a member of the Board or Committee. 2 ‘Attended’ indicates the number of meetings attended during the period that the Director was a member of the Board or Committee. 3 Leah Weckert commenced as Managing Director and Chief Executive Officer of Coles Group Limited on 1 May 2023. 4 Terry Bowen was appointed as a Non-executive Director of Coles Group Limited and a member of the Nomination Committee with effect from 1 October 2022. Terry Bowen was appointed as a member of the Audit and Risk Committee with effect from 1 November 2022. 5 Scott Price was appointed as a Non-executive Director of Coles Group Limited and a member of the Nomination Committee with effect from 1 October 2022. Scott Price was appointed as a member of the People and Culture Committee with effect from 1 November 2022. 6 Steven Cain retired as Managing Director and Chief Executive Officer of Coles Group Limited on 30 April 2023. 7 David Cheesewright retired as a Non-executive Director of Coles Group Limited on 15 June 2023. Directors’ shareholdings in the Company Details of Directors’ shareholdings in the Company as at the date of this Directors’ Report are shown in the table below. All Directors have met the minimum shareholding requirement under the Board Charter. DIRECTOR James Graham Leah Weckert2 Terry Bowen Jacqueline Chow Abi Cleland Richard Freudenstein Paul O’Malley Scott Price Wendy Stops NUMBER OF SHARES HELD1 500,188 257,829 16,545 20,000 19,816 25,000 3,809 1,000 35,000 Retired 15 June 2023 1 The number of shares held refers to shares held either directly or indirectly by Directors as at 22 August 2023. Refer to the Remuneration Report tables for total shares held by Directors and their related parties directly, indirectly or beneficially as at 25 June 2023. 2 As at 22 August 2023, Leah Weckert also holds 12,994 STI Shares and 266,039 Performance Rights. Company secretary Daniella Pereira LLB (Hons), BA Daniella Pereira was appointed the Company Secretary of Coles Group Limited on 19 November 2018. Daniella has an extensive career in legal, governance and company secretariat, including a 14-year career with ASX-listed industrial chemicals company, Incitec Pivot Limited. Daniella began her career as a lawyer with Ashurst (formerly Blake Dawson). Principal activities The principal activities of Coles during the financial year were providing customers with everyday products, including fresh food, groceries, general merchandise, liquor and financial services through its store network and online platforms. On 1 May 2023, the Group completed the sale of its fuel and convenience retailing business to Viva Energy. Accordingly, the principal activities of Coles also included fuel and convenience retailing up to the date of completion. 56 57 Coles Group 2023 Annual ReportColes Group 2023 Annual Report State of affairs Sale of fuel & convenience business As noted above, the Group sold its fuel and convenience retailing business during the year with completion on 1 May 2023. Refer to Note 5.3 Discontinued operations for further information. CEO transition Indemnification and insurance of officers The Company’s Constitution requires the Company to indemnify any person who is, or has been, an officer of the Company, including the Directors, the Company Secretary and other executive officers, against the liabilities incurred while acting as such officers to the extent permitted by law. As permitted by the Company’s Constitution, the Company has entered into a Deed of Indemnity, Insurance and Access with each of the Company’s Directors, Company Secretary, Chief Financial Officer and certain executives. No Director or officer of the On 21 February 2023, Coles announced the appointment of Leah Weckert as Managing Director and Chief Executive Officer of Company has received benefits under an indemnity from the Company during or since the end of the financial year. Coles with effect from 1 May 2023, upon the retirement of Steven Cain. Review and results of operations A review of the operations of the Group during the financial year, the results of those operations and the Group’s financial position are contained in the Operating and Financial Review (‘OFR’). Business strategies and prospects for future financial years The OFR sets out information on the business strategies and prospects for future financial years and refers to likely developments in Coles’ operations and the expected results of those operations in future financial years. Information in the OFR is provided to enable shareholders to make an informed assessment about the business strategies and prospects for future financial years of the Group. The Company has paid a premium in respect of a contract insuring current and former directors, company secretaries and executives of the Company and its subsidiaries against liability that they may incur as an officer of the Company or any of its subsidiaries, including liability for costs and expenses incurred by them in defending civil or criminal proceedings involving them as such officers, with certain exceptions. It is a condition of the insurance contract that no details of the premiums payable or the nature of the liabilities insured are disclosed. Indemnification of auditors Pursuant to the terms of engagement the Company has with its auditor, Ernst & Young (‘EY’ or ‘Auditor’), the Company has agreed to indemnify EY to the extent permitted by law and professional regulations, against any losses, liabilities, costs or expenses incurred by EY where they arise out of or occur in relation to any negligent, wrongful or wilful act or omission by the Company. No payment has been made to EY by the Company pursuant to this indemnity, either during or since the end of the financial year. Information that could give rise to any likely unreasonable prejudice or material detriment to the Group, for example, information that is commercially sensitive, confidential or could give a third party a commercial advantage, has not been included. Other Non-audit services and auditor’s independence than the information set out in the OFR, information about other likely developments in the Group’s operations and the expected Details of the non-audit services undertaken by, and amounts paid to, EY are detailed in Note 7.3 Auditor’s remuneration to the results of these operations in future financial years has not been included. financial statements. Events after the reporting date On 22 August 2023, the Directors determined a final dividend of 30.0 cents per fully paid ordinary share to be paid on 27 September The Board is satisfied that the provision of non-audit services during the year by the Auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 (Cth) for the following reasons: 2023, fully franked at the corporate tax rate of 30%. The aggregate amount of the final dividend to be paid out of profits, but not • all non-audit services provided by EY were reviewed and approved to ensure they would not impact the integrity and recognised as a liability at 25 June 2023, is expected to be $402 million. objectivity of the Auditor; and Dividends Dividends since Coles’ last Annual Report: PAID DURING THE YEAR 2022 final dividend 2023 interim dividend TO BE PAID AFTER END OF YEAR 2023 final dividend CENTS PER SHARE $m PERCENTAGE DATE OF PAYMENT TOTAL AMOUNT FRANKED 30.0 36.0 30.0 401 482 402* 100% 100% 28 September 2022 30 March 2023 100% 27 September 2023 DEALT WITH IN THE FINANCIAL REPORT AS Dividends paid NOTE 3.3 $m 883 * Estimated final dividend payable, subject to variations in the number of shares up to the record date. Environmental regulations The activities of the Company are subject to a range of environmental regulations under the law of the Commonwealth of Australia and its states and territories. The Group is also subject to various state and local government food licensing requirements, and may be subject to town-planning regulations. While the Group has not incurred any significant liabilities under any significant environmental regulation during the financial year, the NSW EPA issued a Clean Up Notice relating to stockpiled plastics collected by REDcycle, which Coles is in the process of satisfying. • the non-audit services provided did not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants as they did not involve reviewing or auditing the Auditor’s own work, acting in a management or decision-making capacity of the Company, acting as an advocate of the Company or jointly sharing risks or rewards. A copy of the Auditor’s Independence Declaration forms part of this Directors’ Report. Proceedings on behalf of the Company No application has been made under section 237 of the Corporations Act 2001 (Cth) in respect of the Company, and there are no proceedings that a person has brought or intervened in on behalf of the Company under that section as at the date of this Directors’ Report. Rounding The amounts shown in this Directors’ Report and in the financial statements have been rounded off, except where otherwise stated, to the nearest one million dollars, with the Company being in a class specified in the ASIC Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191. Signed on behalf of the Board in accordance with a resolution of the Directors of the Company. James Graham AM Chairman 22 August 2023 Leah Weckert Managing Director and Chief Executive Officer 22 August 2023 58 59 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Remuneration Report Letter to shareholders from the Chair of the People and Culture Committee Looking ahead Dear Shareholder, The Board regularly reviews the remuneration and incentive frameworks, so that they continue to strongly align to our remuneration strategy and principles in support of delivering our Group strategy. For FY24, the Board has made three changes to STI metrics within On behalf of the Board, I am pleased to present the FY23 Remuneration Report for Coles Group Limited (‘the Company’) and its the Managing Director and CEO’s balanced scorecard. Firstly, Coles Online Sales will be removed as a financial metric and the controlled entities (together, ‘Coles’, ‘Coles Group’ or ‘the Group’). The Remuneration Report provides information on the weighting will be re-distributed between Group Sales and EBIT. This reflects our focus on growing Group Sales and EBIT through omni remuneration arrangements for our Key Management Personnel (KMP), which include the Managing Director and Chief Executive channel customers. Secondly, we will evolve the Customer Net Promoter Score (NPS) to become a two-stream metric including Officer (‘Managing Director and CEO’), Other Executive KMP and Non-executive Directors of the Company. Company Performance both Strategic NPS and Store NPS. Strategic NPS was the measurement used in FY23 and provides a strategic measure of brand and experiences over time to identify opportunities to build stronger customer loyalty. Store NPS provides a localised measure of the customer experience at specific touch points to identify opportunities for operational improvement. The Board determined that In FY23, Coles has continued to deliver trusted value for its customers, with value campaigns and an exclusive brand portfolio a two-stream NPS metric has many benefits that will importantly lead to improved customer outcomes. Finally, a sustainability delivering a solid sales result and EBIT growth. Group sales revenue from continuing and discontinued operations increased by customer perception metric will replace the team member engagement metric (mysay). This metric will measure the percentage 5.3% to $41.5 billion. Group EBIT from continuing and discontinued operations increased by 5.4% to $1,970 million supported by of customers who strongly agree that Coles undertakes environmentally sustainable practices. In FY23, the uplift in team member Smarter Selling benefits and a net reduction in direct COVID-19 costs. Group EBIT from continuing operations increased by 1.8% engagement was exceptional and positioned Coles above the benchmark for organisations of our size. Therefore, the Board to $1,859 million. Outcomes for FY23 determined the requirement for Executive KMP to drive our desired company culture should be reflected within the ‘Quality and Behaviour’ overlay within the STI framework, rather than remaining a standalone metric. The Board determined this reprioritisation of the Managing Director and CEO scorecard will appropriately shift focus to the Group’s refreshed purpose – ‘to help all The Board assessed the performance of the Executive KMP against their individual balanced scorecard. The Board determined to Australians eat and live better every day’. exclude the Coles Express sale and transaction impacts from the FY23 STI calculation as the approved targets were set prior to the divestment. If the Board had determined not to exclude these impacts, the Executive KMP STI outcomes would have been higher. No further changes were made to the Executive remuneration framework for FY24. Section 4.4 details the FY23 STI payments and includes a summary of the Board’s approach in determining the final STI payable to On behalf of the Board, I would like to thank all Coles team members for their commitment and contribution this year. Executive KMP, which ranged between 62.1% to 73.4% of the maximum STI opportunity. The FY21 LTI, which covered performance between FY21 and FY23, will vest on 30 August 2023. Based on performance against the two equally weighted LTI metrics, Cumulative Return on Capital (‘ROC’) and Relative Total Shareholder Return (‘RTSR’), 50% of the performance rights allocated to Executive KMP will vest. Cumulative ROC was measured as 109.3% of target with all performance rights aligned to this metric approved to vest. This result also excludes the impact of the Coles Express sale and transaction impacts, which did not change the vesting outcome. Relative TSR was below threshold at the 38th percentile against the comparator group, therefore no performance rights aligned to this metric will vest. Executive KMP transition Steven Cain retired from the role of Managing Director and CEO on 30 April 2023. On behalf of the Board, I would like to acknowledge Steven Cain’s leadership since re-joining Coles in 2018 to lead us through the demerger from Wesfarmers, establishing us as a standalone ASX listed organisation. On 1 May 2023, Leah Weckert succeeded Steven Cain as Managing Director and CEO. Leah’s appointment was the result of our executive succession planning process. This enabled Leah to grow and develop across many cross-functional portfolios at Coles, including in her previous roles as Chief People Officer, Chief Financial Officer, and Chief Executive, Commercial and Express. Leah is an outstanding executive with a proven track record of leadership and change within Coles, and the right person to lead our business into this next phase of growth. Leah has taken the opportunity to review the structure of her Executive Leadership Team, which has resulted in several portfolio changes. This has notably expanded the portfolios for both SR (Charlie) Elias and Matthew Swindells. Charlie now leads Group Transformation and Procurement in addition to his current Chief Financial Officer portfolio. Matthew, our Chief Operations and Sustainability Officer, is now accountable for the opening and operation of our new Customer Fulfilment Centres in partnership with Ocado. All manufacturing portfolios have also been consolidated under Matthew’s leadership. Richard Freudenstein Chair of the People and Culture Committee 60 61 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Introduction The Directors of Coles Group Limited (the Company) present the Remuneration Report for the Company and its controlled entities (together, ‘Coles’, ‘Coles Group’ or ‘the Group’) for the financial year ended 25 June 2023 (FY23). This Remuneration Report forms part of the Directors’ Report and has been prepared in accordance with section 300A of the Corporations Act 2001 (Cth) and is audited. This Remuneration Report covers the period from 27 June 2022 to 25 June 2023. Structure of this report The Remuneration Report is divided into the following sections: SECTION (1) Key Management Personnel (2) Remuneration governance (3) Remuneration policy and structure overview (4) FY23 Executive KMP remuneration outcomes (5) FY23 Non-executive Director remuneration (6) Ordinary Shareholdings Section 1: Key Management Personnel We have prepared this Remuneration Report in respect of the Group’s Key Management Personnel (‘KMP’), being the people who have the authority and responsibility for planning, directing and controlling the Group’s activities, either directly or indirectly. This includes the Board of Directors and Executive KMP. The ‘Executive KMP’ consists of the Managing Director and CEO, and all other executives considered to be KMP. References to ‘Other Executive KMP’ means the Executive KMP excluding the Managing Director and CEO. Table 1 shows the people who were considered KMP of the Group during FY23. Table 1: KMP Non-executive Directors NAME Current POSITION HELD TERM James Graham AM Chairman and Non-executive Director Full Year Terry Bowen Non-executive Director Jacqueline Chow Non-executive Director Abi Cleland Non-executive Director Richard Freudenstein Non-executive Director Paul O’Malley Scott Price Wendy Stops Former Non-executive Director Non-executive Director Non-executive Director Appointed 1 October 2022 Full Year Full Year Full Year Full Year Appointed 1 October 2022 Full Year David Cheesewright Non-executive Director Retired 15 June 2023 Executive KMP1 NAME Current POSITION HELD TERM Leah Weckert2 Managing Director and Chief Executive Officer from Full Year 1 May 2023 Chief Executive, Commercial and Express to 30 April 2023 SR (Charlie) Elias Chief Financial Officer Matthew Swindells Chief Operations and Sustainability Officer Full Year Full Year Former Steven Cain Managing Director and Chief Executive Officer Retired 30 April 2023 1 Anna Croft will commence in the role of Chief Commercial Officer in January 2024. 2 Leah Weckert has retained accountability for the Chief Executive Commercial portfolio for the period the role is vacant. Section 2: Remuneration Governance 2.1 Governance framework The following infographic provides an overview of the remuneration governance framework that has been established by the Group. Further information regarding the membership and meetings of the People and Culture Committee is provided in the Directors’ Report. The Board The Board maintains overall accountability for oversight of the Group’s remuneration policies to ensure they are aligned with the Group’s vision, values, strategic objectives and risk appetite. The Board approves all remuneration and benefit arrangements as they relate to the Managing Director and CEO, and executive-level direct reports to the Managing Director and CEO (‘Executive Direct Reports’), and the Non-executive Directors, having regard to the recommendations made by the People and Culture Committee. The Board maintains absolute discretion to either positively or negatively adjust the remuneration outcomes for the Managing Director and CEO, and Executive Direct Reports. The Board will use its discretion based on the provision of supporting data and its assessment of performance aligned to the Group’s values and LEaD behaviours, risk, compliance, reputational, safety and sustainability considerations as well as the quality of earnings delivered. Audit and Risk Committee People and Culture Committee External advisors The role of the Committee is to assist the Board in fulfilling its The People and Culture The Audit and Risk responsibilities to shareholders and regulators in relation to Committee may seek Committee advises the the Group’s remuneration policies. The Committee does advice from independent Board and People and this by reviewing and making recommendations to the remuneration consultants Culture Committee on Board on matters including, but not limited to: any risk, conduct and compliance matters that may relate to executive remuneration outcomes and/or financial targets and results. • setting remuneration arrangements of Non-executive Directors, the Managing Director and CEO, and Executive Direct Reports • the annual performance review of the Managing Director and CEO and Executive Direct Reports in determining appropriate remuneration policies for the Group, and specifically remuneration arrangements for the Managing Director and CEO, and Executive Direct • assessing remuneration outcomes for the Managing Reports. Director and CEO and Executive Direct Reports. The Committee delegates authority for the operation and administration of all Group incentive and equity plans to management. Shareholders and other stakeholders Management The People and Culture Committee may consult with Management makes recommendations to the People and shareholders, proxy advisors and other relevant Culture Committee on matters including, but not limited to: stakeholders, in determining appropriate remuneration policies for the Group, including remuneration arrangements for the Managing Director and CEO, and Executive Direct Reports. • remuneration arrangements of Executive Direct Reports, including the establishment of any new incentive and equity plans, or amendments to the terms of existing arrangements • annual performance review of Executive Direct Reports • changes to the Group’s remuneration policies. External advisors may be engaged either directly by the People and Culture Committee or through management, to provide information on remuneration-related issues, including benchmarking information and market data. During FY23, Mercer provided independent benchmarking in relation to executive remuneration to management and the People and Culture Committee. No remuneration recommendations were made by external consultants. The People and Culture Committee is satisfied that the information provided was free from undue influence by any executive. 62 63 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 2.2 Corporate governance policies related to remuneration Executive KMP remuneration is delivered using both fixed and variable (at-risk) components as outlined in the following graphic. Our robust remuneration framework is supported by several corporate governance polices related to remuneration including those following. 2.2.1 Securities Dealing Policy Our Executive KMP remuneration is delivered through a simple, three element structure using both fixed and variable (at-risk) components. Fixed elements Variable elements Coles has adopted a Securities Dealing Policy that applies to all Group team members including Non-executive Directors and Executive KMP and their connected persons, as defined within the policy. This policy sets out the insider trading laws all Group team 1. Total Fixed Compensation (TFC) 2. Short-term incentive (STI) 3. Long-term incentive (LTI) members must comply with, including specific restrictions with which KMP must comply. This includes obtaining approval prior to trading in the Group’s securities and not trading within Blackout Periods, other than with approval in exceptional circumstances as detailed within the policy. The policy aims to protect the reputation of the Group and maintain confidence in trading in the Group’s securities. It prohibits specific types of transactions being made that are not in accordance with market expectations or may otherwise give rise to reputational risk. In accordance with the policy, all directors, the Managing Director and CEO, Executive Direct Reports and their connected persons are prohibited from hedging their exposure to Company securities. 2.2.2 Minimum Shareholding Policy The Group’s Minimum Shareholding Policy is a key means by which the interests of the KMP are aligned with those of the shareholders. The policy requires both Non-executive Directors and Executive KMP to build and maintain a significant shareholding in the Group. Non-executive Directors Non-executive Directors are required to hold at least 1,000 ordinary shares in the Company within six months of their appointment. The shares may be held by a Non-executive Director either in their own name, or indirectly in the name of a custodian, depository, or an entity controlled by the Non-executive Director or a closely related party. As at the date of this Remuneration Report, each Non-executive Director satisfies this requirement. Within five years of appointment, each Non-executive Director is expected to increase their shareholding to an amount equivalent to 100% of their annual base fee at that time. The details of each Non-executive Director’s shareholding are summarised in Table 10. Executive KMP Executive KMP are required to achieve a minimum shareholding equivalent to 100% of Total Fixed Compensation (TFC) by the latter of five years from the date they commence, or five years from the introduction of the policy on 1 July 2019. The details of each Executive KMP shareholding are summarised in Table 11. In addition to Executive KMP, this policy also applies to all other Executive Direct Reports. Section 3: Executive remuneration policy and structure overview 3.1 Executive remuneration policy for FY23 Our remuneration framework is aligned with our Group strategy and is guided by our remuneration principles. The People and Culture Committee determined the framework is appropriately aligned with our strategy and the interests of our shareholders. How it is delivered Cash Cash Equity (Shares) Equity (Performance Rights) How it works: TFC consists of base salary and The STI is paid as part cash, part deferred The LTI is delivered in Performance Rights, superannuation. equity ‘STI Shares’ as follows: subject to a 3-year Performance Period. Our target position is the 50th • Managing Director and CEO 50% The opportunity levels are: percentile of the ASX 10–40 deferred into STI Shares and restricted for • Managing Director and CEO 175% comparator group (plus 2 years of TFC reference to local and international retailers, as required) • Other Executive KMP 25% deferred into • Other Executive KMP 150% of TFC STI Shares and restricted for 1 year The STI opportunity level for all Executive KMP is: • 80% of TFC at target • 120% of TFC at maximum The LTI is measured against: • 50% Relative Total Shareholder Return (RTSR) (ASX 100 comparator group) • 50% cumulative Return on Capital (ROC) A dividend equivalent payment is made in The STI is measured against an individual shares upon vesting. balanced scorecard consisting of: • 60% financial measures • 40% strategic and non-financial measures The STI scorecard includes a mixture of group and functional strategic measures. What it does Allows us to attract and retain key talent through competitive and fair fixed remuneration. Incentivises strong individual and Company performance, based on strategically Aligns reward with creation of sustainable, aligned deliverables, through variable, long-term shareholder value. at-risk payments. FY23 FY24 FY25 What are the time horizons of the awards? Market competitive Performance-based Creates long-term value Fit for purpose Retail is a globally A strong link to competitive industry. performance-based pay We need to be able to to support the for shareholders Ensuring there is a common interest Designed to be relevant to how the Group operates. It needs to attract, motivate and achievement of strategy between executives be simple to articulate, C F T Performance Period (1 year) Salary paid during the year Performance Period (1 year) retain high-calibre aligned with short, and shareholders by drive the right behaviours MD & CEO – 50% paid in cash executives from both medium-and long-term aligning reward with and ensure we deliver on our strategy. I T S Other Executive KMP – 75% paid in cash 1-year vesting period the local and global financial targets. talent market. the achievement of sustainable shareholders returns. Specific performance measures and outcomes for FY23 are included in section 4. Details of prior years’ remuneration, including performance measures and outcomes, are set out in the Remuneration Reports of prior Annual Reports, which are available on the Coles website. 64 Other Executive KMP - 25% deferred in Shares held in restriction for 1 year MD & CEO - 50% deferred into Shares held in restriction for 2 years 2-year vesting period I T L 3-year vesting period, vesting occurs post FY25 results Performance Period (3 years) Performance Rights vest subject to performance hurdles being met 65 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 3.2 FY23 target remuneration mix for Executive KMP 3.5 Former Managing Director and CEO entitlements The FY23 total target remuneration mix for the Executive KMP is in Graph 1. Steven Cain retired as Managing Director and CEO on 30 April 2023. Steven Cain will receive his contractual entitlements and Graph 1 – Total target remuneration mix Managing Director and CEO Other Executive KMP1 50% 28% 11% 11% 46% 30% 18% 6% 1 Matthew Swindells’ remuneration also includes an Medium Term Incentive (refer section 4.5) 3.3 Executive KMP employment agreements TFC STI Cash STI Equity LTI benefits outlined below: • Payment of his TFC up to and including 20 February 2024 (‘employment end date’); • Payment of statutory accrued leave entitlements; • A pro-rated FY23 STI award calculated up until 30 April 2023 and paid/allocated in the ordinary course with all other terms of the STI plan continuing to apply; • STI Shares held at the time of retirement were retained and will be released in accordance with the terms of the applicable STI plan; and • Performance Rights held at the time of retirement will be pro-rated based upon the employment end date with vesting subject to the original performance and vesting conditions in the applicable LTI plan. As required by the Accounting Standards, all expenses relating to the period 1 May 2023 to the employment end date have been recognised in FY23. Therefore, the total compensation for Steven Cain in Table 6 includes: payment of TFC for the period 26 June 2023 to the employment end date (not paid in FY23) and expensing of pro-rated unvested Performance Rights that would ordinarily have been recognised in future years. Section 4: FY23 Executive KMP remuneration outcomes Executive KMP employment terms are formalised in employment contracts that have no fixed term. Specific information relating to 4.1 Company performance the terms of the Executive KMP’s employment contracts is in Table 2. Table 2: Executive KMP employment contracts NAME Current Leah Weckert SR (Charlie) Elias Matthew Swindells2 Former Steven Cain3 NOTICE PERIOD1 RESTRAINT OF TRADE 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 1 Executive KMP can be terminated without notice if they are found to have engaged in serious or willful misconduct, are seriously negligent in the performance of their duties, commit a serious or persistent breach of their employment contract, or commit an act, whether at work or otherwise, that would bring the Group into disrepute. The Group may also make a payment in lieu of notice. 2 Matthew Swindells’ notice period increased from 6 months to 12 months on 1 October 2022 aligned to the date of his annual remuneration review. 3 Steven Cain’s entitlements on ceasing employment are in accordance with his employment contract, and the terms of the STI and LTI plans that Steven Cain participated in as Executive KMP. 3.4 Current Managing Director and CEO remuneration arrangements Leah Weckert commenced as Managing Director and CEO on 1 May 2023. Leah Weckert’s remuneration as disclosed to the ASX on 21 February 2023 is outlined below. COMPONENT Total Fixed Compensation (TFC) Short Term Incentive (STI) AMOUNT $2,000,000 per annum (including superannuation) Target Opportunity – 80% of TFC Maximum Opportunity – 120% of TFC 50% of the STI outcome will be deferred into STI Shares which will be restricted for a period of two years and granted subject to shareholder approval at the Coles Annual General Meeting. Long Term Incentive (LTI) Target Opportunity – 175% of TFC Performance Rights will be granted under the LTI subject to shareholder approval at the Coles Annual General Meeting. The remuneration framework has been designed to reward Executive KMP for their contribution to the collective performance of the Company, and to support the alignment between the remuneration of Executive KMP and shareholder returns. The following graphs and table represent the relationship between remuneration of Executive KMP and the Group’s financial performance over the last five financial years (including FY23). Short-term measures Long-term measures Sales Revenue1, 2 ($m) Coles Online Sales1, 3 ($m) EBIT2 ($m) TSR4 (%) ROC5 (%) 5 8 5 8 3 , 9 6 3 9 3 , 1 7 4 1 4 , 8 0 4 7 3 , 1 0 0 5 3 , 8 9 9 1 , 1 0 3 1 , 1 0 1 1 , 6 1 8 2 , 7 4 8 2 , 2 6 7 1 , 7 6 4 1 , 3 7 8 1 , 9 6 8 1 , 0 7 9 1 , . 7 1 3 ROC (ROC pre AASB16) . 1 9 3 . 1 8 3 . 2 5 3 . 9 2 3 . 8 0 3 6 9 . 9 3 . 2 7 . 9 6 . . 2 5 1 . 0 6 1 . 4 6 1 . 5 6 1 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 STI outcomes (AVG Executive KMP % of maximum) LTI outcomes (% of maximum) Dividends determined in respect of the financial year (cents)6 Closing share price (at end of financial year)7 FY19 39.0% n/a 35.5 $13.35 FY20 97.4% n/a 57.5 $16.79 FY21 88.2% 97.6% 61.0 $16.83 FY22 73.1% 100% 63.0 $17.81 FY23 67.3% 50% 66.0 $18.40 1 2 FY21 Sales revenue and online sales have been restated to reflect a reclassification of fulfilment income to Sales revenue (previously reported within Other Income). FY23 Sales revenue and EBIT includes continuing and discontinued operations. 3 Coles Online Sales comprises retail sales on a gross basis before adjusting for concession sales and the cost of Flybuys scheme points. 4 Total Shareholder Return (TSR) is calculated as the change in share price during the financial measurement period plus dividends reinvested on the respective ex-dividend dates. 5 ROC is Group EBIT divided by capital employed. Capital employed is calculated on a rolling average basis (seven months in FY19). 6 7 The dividends determined in respect of the financial year reflect the dividends determined for the financial year irrespective of the dividend payment date. The opening share price on listing on the ASX on 21 November 2018 was $12.49. 4.2 Board oversight of remuneration outcomes The Board maintains absolute discretion to ensure remuneration outcomes are appropriate in the context of the Company’s performance, our customer experience and shareholder expectations. The Board has discretion in evaluating the achievement against performance measures, including to adjust for unusual factors. The steps undertaken by the Board to inform their decisions with respect to remuneration outcomes for FY23 is further outlined in sections 4.3 to 4.6. 66 67 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 4.3 Total Fixed Compensation (TFC) TFC is designed to be competitive to attract, motivate and retain the right talent. The TFC for Executive KMP is compared to the ASX 10–40 (based on market capitalisation) benchmark group, as well as local and international retailers. We target TFC at the 50th percentile of this peer group for comparable roles. This approach to benchmarking has remained unchanged since FY19. The Board reviewed Executive KMP TFC and total remuneration packages against the comparator group during FY23. This review was informed by a detailed benchmarking exercise conducted by Mercer. The Board determined that there would be no increase to the former Managing Director and CEO’s TFC, however it was appropriate to award TFC increases ranging between 3.5% and 4.0% to each of the other Executive KMP, effective 1 October 2022. Following the retirement of Steven Cain, and the subsequent appointment of Leah Weckert to the role of Managing Director and CEO, several leadership and portfolio changes occurred across the Coles Executive Leadership Team. This included an expanded leadership portfolio for SR (Charlie) Elias and Matthew Swindells. As a result, the Board decided to bring forward the FY24 fixed remuneration review for both. A TFC increase of 11.7% was awarded to SR (Charlie) Elias and a TFC increase of 7.8% was awarded to Matthew Swindells both effective 1 May 2023. The Board determined this level of increase was appropriate to better position their total remuneration packages against the detailed benchmarking provided by Mercer. 4.4 Short-term incentive (STI) The Group’s STI rewards Executive KMP for the achievement of key short-term performance measures. The FY23 STI payable for the Executive KMP was assessed against individual balanced scorecards consisting of Financial, Strategic and Non- financial metrics. The scorecards include a mix of group and functional strategic metrics. The balanced scorecard approach for Executive KMP provides a simple and transparent approach to highlighting performance priorities, measuring performance outcomes against each weighted metric, and gives clarity regarding the connection between the performance assessment and reward outcomes. Group EBIT: EBIT from continuing operations increased by 1.8% supported by Smarter Selling benefits and a net reduction in direct COVID-19 costs. This was delivered despite investments in value and the major project implementation operating expenditure for the Witron and Ocado projects. Discontinued operations contributed $111 million in EBIT. Group Sales: Sales revenue growth from continuing operations increased by 5.9%. This was delivered through the ‘Dropped & Locked’ value campaigns and the successful execution of trade plans, including festive events. Discontinued operations contributed $988 million in Sales revenue. Coles Online Sales: Online sales for the full year increased by 1.1% and did not meet threshold performance. Strong online sales growth of 10.1% was delivered in the second half of FY23 following a decline in online sales of 6.6% in the first half as COVID-19 behaviours normalised and some customers returned to shopping in store. Transformation Ocado Program: The CFC in Victoria will be delayed with the incremental ramp up period expected to commence mid-FY25. The New South Wales CFC is expected to be commissioned with an incremental ramp up period commencing end 2H FY24. The impacts of the delays are likely to increase the project capital and operating expenditure by approximately $70 million and $50 million respectively. Total capital expenditure is now expected to be approximately $400 million of which 55% has been incurred to the end of FY23, with the balance expected to be incurred in FY24 and FY25. Safety Index: Team member safety as measured by the Group safety index improved by 11.7% across FY23. TRIFR performance also reduced by 9.2%. People mysay: Achieved our highest ever team member engagement score which increased by 3 percentage points. Customer NPS: NPS was impacted during the year from availability challenges and did not meet threshold performance. Pleasingly, NPS began to improve in the fourth quarter of FY23, driven by improved availability and range. The Board determined to exclude the Coles Express sale and transaction impacts from the FY23 STI calculation as the approved targets were set prior to the divestment. If the Board had determined not to exclude these impacts, the Executive KMP STI outcomes The scorecards include a ‘Quality and Behaviour’ overlay that considers; would have been higher. • how the Executive KMP achieved performance aligned with the Group’s values and LEaD behaviours; Other Executive KMP shared the same financial measures as the Managing Director and CEO, except that: • risk, compliance and reputational matters; and • the quality of earnings delivered. The Executive KMP had an at target STI opportunity of 80% of TFC. The maximum STI opportunity for Executive KMP is 120% of TFC, which is equivalent to 150% of the target STI opportunity. The FY23 Group Financial performance measures contributed to a • the Chief Financial Officer had a Group cash realisation metric which was achieved in full for FY23 instead of an Online Sales metric, and • the Chief Executive, Commercial and Express had an Own Brand Sales metric which was achieved in full for FY23 instead of an Online Sales metric and was of the same weighting. maximum weighting of 110% of the STI opportunity for all Executive KMP (60% weighting at target). The Strategic and Non-financial Strategic and Non-financial measures for Other Executive KMP are also aligned to the Managing Director and CEO with variations measures contribute up to 40% of the target STI opportunity for all Executive KMP. relevant to their portfolio. For FY23, achievement against Strategic and Non-financial measures for Other Executive KMP ranged Details of the performance measures for the Managing Director and CEO’s calculated balanced scorecard for FY23 are set out in from not achieved to fully achieved. The outcomes are set out in Table 4 in section 4.4.1. Table 3. The same balanced scorecard also applied to the former Managing Director and CEO. 4.4.1 FY23 STI award Table 3: FY23 Performance measures for the Managing Director and CEO Maximum Actual STI Weighting Weighting Target Outcome Outcome Measures Financial Performance (60% weighting) Group EBIT Group Sales Coles Online Sales Strategic Transformation Performance Ocado Program (40% weighting) 35% 15% 10% 10% 70% 30% 10% 10% $1,886m $40,744m $3,328m On time, budget and strategy $1,970 Above Target $41,471 Above Target 2,847 Below Threshold Not achieved Below Threshold New Index 11.7% index Baseline improvement Safety Index 10% 10% including 5% TRIFR improvement People mysay 10% 10% 1pp improvement 9.2% TRIFR improvement Above Target 3pp improvement Above Target Customer NPS 10% 10% 3.6 point improvement 4.3 point decrease Below Threshold Overall Performance 68 43.1% 30% 0% 0% 10% 10% 0% 93.1% (74.5% of TFC) The Board assessed performance against the calculated balanced scorecards of the Managing Director and CEO, and the Other Executive KMP, to determine any STI award payable. The Board also considered the appropriate application of the ‘Quality and Behaviour’ overlay to determine the final Executive KMP STI outcomes for FY23 as detailed in Table 4. Table 4: FY23 Executive KMP STI outcomes STI OPPORTUNITY1 TARGET MAXIMUM 80% 120% $ NAME Current Leah Weckert5 $953,688 $1,430,532 SR (Charlie) Elias Matthew Swindells $784,708 $752,026 $1,177,062 $1,128,039 $947,315 $864,160 $760,487 STI AWARDED STI FORFEITED4 % OF TFC 79.5% 88.1% 80.9% CASH2 EQUITY3 (%) $473,658 $648,120 $570,366 $473,657 $216,040 $190,121 33.8% 26.6% 32.6% Former Steven Cain6 $1,432,548 $2,148,822 $1,334,061 74.5% $667,031 $667,030 37.9% 1 The minimum STI opportunity was nil. The value of target and maximum STI opportunities are pro-rated and reflect changes to TFC in FY23 for Leah Weckert, SR 2 3 (Charlie) Elias and Matthew Swindells. The FY23 cash component of the STI will be paid on or about 15 September 2023. The FY23 equity component of the STI will be granted in STI Shares following the Coles’ 2023 AGM, using a 10-day Volume Weighted Average Price (VWAP) for the period up to, and including, 25 June 2023 of $18.18. Shareholder approval will be sought for the grant of equity to the Managing Director and CEO at the Coles’ 2023 AGM. 4 As a percentage of STI maximum opportunity. 5 Leah Weckert’s total STI award represents an amount of $698,301 related to her role of Chief Executive, Commercial & Express up until 30 April 2023 and $249,014 related to her role of Managing Director and CEO from 1 May 2023. 6 Steven Cain’s STI cash and equity values represent the pro-rata amount earned up to 30 April 2023. 69 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 4.4.2 Other terms of the FY23 Short term incentive (STI) 4.6 Long-term incentive (LTI) What was the Performance Period? 27 June 2022 to 25 June 2023. Why were the performance conditions chosen? The Financial measures align with the Company’s strategy and the commitments made to shareholders. In particular, Group EBIT focuses on delivering strong earnings through the business cycle and ensuring strong returns for shareholders. Including sales The LTI rewards Executive KMP for the achievement of long-term sustainable returns for shareholders. For FY23, the LTI component of Executive KMP remuneration was delivered in Performance Rights. The Performance Period for the FY23 LTI runs from 27 June 2022 to 29 June 2025 (FY23–FY25). Performance Rights will vest subject to the satisfaction of the following performance conditions measured over the Performance Period: metrics as well as Group EBIT ensures a strong focus on our capability to deliver sustainable returns for shareholders in the long • 50% of Performance Rights are subject to a cumulative return on capital (ROC) hurdle (‘ROC component’) term. The Strategic and Non-financial metrics aligned to the Coles Group strategy. • 50% of Performance Rights are subject to a relative total shareholder return (RTSR) performance hurdle. Coles’ RTSR will be compared to companies in the S&P ASX100 (Comparator Group) at 26 June 2022. The Board replaced the TRIFR safety metric for all Executive KMP with a broader Safety index, which goes beyond TRIFR and has The Board chose these performance conditions because they provide a direct link between Executive KMP reward and sustained a greater focus on lead indicators. The Safety Index includes TRIFR and various safety leading measures that will help measure shareholder returns, to promote further alignment with shareholders. how well incidents and injuries are being prevented from occurring in the first place, as well as strengthen other health and safety outcomes in the workplace. How were the performance conditions assessed? Performance against the balanced scorecard metrics was assessed by the Board based on the Company’s annual audited results, financial statements and other data provided to the Board. The Board determined this method is the most appropriate way to assess the true performance of the Company’s and the Executive KMP’s contributions to determine remuneration outcomes. What portion of the STI component was deferred into equity? The equity deferred amount is determined once the individual balanced scorecard calculation has been completed and the total STI award is determined (see Table 4). Fifty per cent of the total STI award for the Managing Director and CEO, is deferred into equity, and 25% of the total STI award for the Other Executive KMP is deferred into equity. 4.6.1 ROC component Vesting of the Performance Rights in the ROC component is subject to achievement of at least 95% of the Cumulative ROC target over the Performance Period. Cumulative ROC measures the Company’s average annual return on capital over the Performance Period against targets set by the Board. Cumulative ROC is calculated based on the Company’s audited financial information. The Board will assess Cumulative ROC after the end of the Performance Period. In assessing achievement against the Cumulative ROC performance condition, the Board may have regard to any matters that it considers relevant and retains discretion to review outcomes to ensure the results are appropriate. The number of Performance Rights in the ROC component that vest, if any, will then be based on the Group’s Cumulative ROC performance determined over the Performance Period by reference to the following vesting schedule: The number of STI Shares that will be granted and subject to deferral is calculated by using the 10-day VWAP up to and including GROUP CUMULATIVE ROC OVER THE PERFORMANCE PERIOD % OF PERFORMANCE RIGHTS THAT VEST the final day in the Performance Period (i.e. 25 June 2023). STI Shares are unable to be traded during the restricted period, being one year for the Other Executive KMP and two years for the Managing Director and CEO. Once the restricted period ends, the Executive KMP may trade these shares subject to Coles’ Securities Dealing Policy. When will the FY23 STI award be paid? Equal to or below 95% of the Cumulative ROC target is achieved 0% Between 95% and 105% of the Cumulative ROC target is achieved Straight-line pro rata vesting between 0% and100% Equal to 105% or above of the Cumulative ROC target is achieved 100% The ROC targets are considered by Coles to be commercially sensitive. However, the Board will disclose the relevant vesting The cash component of the STI award will be paid in September 2023. outcomes following the end of the Performance Period. The equity component of the STI award will be allocated following the Coles 2023 AGM, where shareholder approval will be 4.6.2 RTSR component sought for the grant to Leah Weckert, Managing Director and CEO. The number of Performance Rights in the RTSR component that vest, if any, will be based on Coles’ RTSR ranking within the What happens if an Executive KMP leave the organisation prior to payment? Comparator Group over the Performance Period, as set out in the following vesting schedule: In the event of resignation or dismissal for cause or significant underperformance prior to payment of the STI, an Executive KMP will not be eligible for any STI award, unless the Board determines otherwise. What happens if an Executive KMP leaves the organisation before their STI Shares vest? During the restricted period, if an Executive KMP leaves the organisation in the event of resignation or dismissal for cause or significant underperformance, all STI Shares will be forfeited unless the Board determines otherwise. In any other circumstances (including by reason of redundancy, permanent disability, death or ill health) the shares will continue on foot until the relevant vesting date, unless the Board determines otherwise. COLES RTSR RANK IN THE COMPARATOR GROUP % OF PERFORMANCE RIGHTS THAT VEST Below the 50th percentile Equal to the 50th percentile 0% 50% Between 50th percentile and 75th percentile Straight-line pro rata vesting between 50% and 100% Equal to the 75th percentile or above 100% Following testing, any Performance Rights that do not vest will lapse. There is no re-testing of awards. The Board has discretion to adjust the comparator group to take account of events such as takeovers, mergers and demergers. Can the Board amend the STI program? 4.6.3 FY23 LTI outcomes The Board retains discretion to suspend or terminate the program at any time and amend all or any elements of the program up Performance Rights granted under the FY23 LTI will be tested following the end of FY25 (the end of the Performance Period). Details until the date of payment. 4.5 Other Executive KMP remuneration At the time of the leadership transition from Steven Cain to Leah Weckert, the Board approved a Medium-Term Incentive (MTI) for Matthew Swindells with the opportunity to earn up to $1 million. The Board determined this incentive was appropriate to retain of the number of Performance Rights granted under the FY23 LTI are included in section 4.7. Details of equity awards granted to Executive KMP in prior years (including applicable performance conditions and vesting dates) have been disclosed in previous Remuneration Reports. 4.6.4 Other terms of the FY23 LTI Matthew Swindells following the expansion of his portfolio to include the opening and operations of the new Customer Fulfilment How was the LTI award delivered? Centres and the consolidation of manufacturing operations. The MTI is split into two tranches. The first tranche of up to 40% of the total opportunity is payable in cash in FY24. The second tranche of up to 60% of the total opportunity is payable in cash in FY25. Any payment made to Matthew Swindells will be assessed against achievement of the successful build and go-live for the new Customer Fulfilment Centres in NSW and Victoria and the successful integration of the milk processing plants, subject to transaction The LTI award was delivered in Performance Rights. Each Performance Right entitles the Executive KMP to one ordinary share in the Company on vesting. The Board retains a discretion to make a cash equivalent payment in lieu of an allocation of shares. Performance Rights vest subject to achievement of relevant performance conditions and were allocated at no cost to the completion. The MTI is subject to a service condition whereby Matthew Swindells cannot have resigned or left employment with Executive KMP, and no amount is payable on vesting. Coles at the time of each payment, to be eligible. 70 71 Coles Group 2023 Annual ReportColes Group 2023 Annual Report When were Performance Rights allocated? The Performance Rights for all Executive KMP under the FY23 LTI plan were allocated on 30 November 2022, following the Coles’ 2022 AGM (at which the grant made to the former Managing Director and CEO was approved for the purposes of ASX Listing Rule 10.14 and details of which are published in this FY23 Remuneration Report). How were Performance Rights allocated? The number of Performance Rights allocated to the Executive KMP was determined by dividing each Executive KMP’s LTI opportunity by the VWAP of Coles shares trading on the ASX over the 10 trading days up to and including 26 June 2022, rounded up to the nearest whole number. How are the performance conditions assessed? 4.6.5 FY21 LTI vesting outcome On 23 November 2020, Executive KMP were granted Performance Rights relating to their FY21 LTI award. The Performance Period for the award was 29 June 2020 to 25 June 2023. The Performance Rights were subject to two vesting conditions (as well as a service condition): • 50% of the Performance Rights were subject to the Group’s cumulative return on capital (ROC) performance over the Performance Period (ROC Component); and • the remaining 50% of the Performance Rights were subject to a relative total shareholder return (TSR) condition, measured over the Performance Period (TSR Component). The Company’s TSR was compared to a comparator group of companies, comprising the ASX100 (Comparator Group) as at 28 June 2020. RTSR performance is independently assessed over the Performance Period against the constituents of the Comparator Group. Table 5: Testing of performance hurdles ROC is calculated using Coles’ audited financial results. These assessment methods are designed to safeguard the integrity of the performance assessment process and ensure the accuracy of underlying information. When does vesting occur? Following testing, the Board will determine the number of Performance Rights to vest, which is expected to occur in late August 2025. Details regarding the vesting of the Performance Rights will be included in the FY25 Remuneration Report. If the anticipated vesting date falls within a Blackout Period (as defined within the Company’s Securities Dealing Policy), vesting will be delayed until the end of that period. Following testing, any Performance Rights that do not vest will lapse. No re-testing of the performance conditions is permitted. What happens if an Executive KMP ceases employment? In the event of resignation or dismissal for cause or significant underperformance, all unvested Performance Rights will lapse, unless the Board determines otherwise. In any other circumstances (including by reason of redundancy, permanent disability, death or ill health), a pro rata number of Performance Rights (based on the proportion of the Performance Period that has been served) will remain on foot and subject to the original terms of offer, as though the Executive KMP had not ceased employment, unless the Board determines otherwise. Do Performance Rights have voting rights? No. Prior to vesting, Performance Rights do not entitle Executive KMP to voting rights. Are dividends paid on Performance Rights? Executive KMP do not have an entitlement to dividends prior to vesting. After testing against the performance conditions, Executive KMP will receive a dividend equivalent amount related to the vested Performance Rights only. The dividend equivalent amount will be delivered in additional shares, equal in value to that of dividends that would have been paid on the vested Performance Rights had the Executive KMP been the owner of Coles shares during the period from the Performance Rights grant date to the vesting date. There is no dividend payable on any Performance Rights that do not vest. The Board retains a discretion to settle the dividend equivalent amount in cash. How can the Board apply discretion to claw back outcomes? The Board has broad claw back powers to determine that any Performance Rights may lapse, any shares allocated on vesting are forfeited, or that the Executive KMP is required to pay as a debt the net proceeds of the sale of shares or dividends in certain circumstances. For example, circumstances include where the Executive KMP has acted fraudulently or dishonestly, has engaged in gross misconduct, brought the Group into disrepute, or breached their obligations to the Group. This protects Coles against the payment of benefits where participants have acted inappropriately. What happens if there is a change of control? Under the Offer terms, the Board may determine in its absolute discretion that some or all the Executive KMP’s Performance Rights will vest or cease to be subject to restrictions on a likely change of control. Where there is an actual change in control of the Company, unless the Board determines otherwise, unvested Performance Rights will vest on a pro rata basis (based on the proportion of the Performance Period that has elapsed). What restrictions are there on dealing in the Performance Rights? Executive KMP must not sell, transfer, encumber, hedge or otherwise deal with Performance Rights. Executive KMP will be free to deal with the shares allocated on vesting of the Performance Rights, subject to the requirements of Coles’ Securities Dealing Policy. 72 Based on testing of each performance hurdle, the following vesting will occur on 30 August 2023 in relation to the FY21 LTI award. Measures Cumulative ROC RTSR Overall Vesting Threshold Target Maximum Weighting 0% Vest 50% Vest 100% Vest 95% 100% of Target 105% of Target 50% 50% n/a 50th percentile 75th percentile percentile Result 109.3% 38.6th % Vest 50% 0% 50% As a result of the overall vesting outcome, the following number of shares will be allocated to each of the Executive KMP on 30 August 2023. The total number of shares includes both the conversion of Performance Rights to shares, and shares allocated in consideration of the dividend equivalent amount. NAME Current1 Leah Weckert Matthew Swindells Former Steven Cain NUMBER OF SHARES 47,069 42,114 121,386 1 SR (Charlie) Elias was not eligible for the FY21 LTI Plan. Further details regarding each performance hurdle in Table 5 is provided as follows: Cumulative ROC (pre-AASB16): The ROC exceeded the stretch targets set by the Board on a cumulative basis over the three-year Performance Period resulting in 100% of this component of the FY21 LTI vesting as shown below: ROC % of target achieved FY21 115.1% FY22 112.0% FY23 100.3% CUMULATIVE PERFORMANCE 109.3% The ROC result excluded the Coles Express sale and transaction impacts which did not change the vesting outcome. RTSR: The company performed below threshold at 38.6 percentile against the Comparator Group which resulted in no vesting of this component of the FY21 LTI award. 73 Coles Group 2023 Annual ReportColes Group 2023 Annual Report s e i r i a d i s b u s s t i f o y n a r o y n a p m o C e h t d n a P M K e v i t u c e x E n e e w t e b s n a o l r o s n o i t c a s n a r r t o n e e w e e h T r . P M K e v i t u c e x E e h t f o n o i t r a e n u m e r f o t n e m e e h c a e l f o t n u o m a d n a e u t r a n e h t s l i a t e d 6 e b a T l . 3 2 Y F g n i r u d L A T O T E C N A M R O F R E P N O I T A U N N A R E P U S E V A E L D E U R C C A 2 S T N E M Y A P D E S A B - E R A H S F O E U L A V T N E M Y O L P M E - T S O P M R E T - G N O L M R E T - T R O H S $ $ N O I T A S N E P M O C S E R A H S 9 7 5 , 2 0 3 , 3 0 1 4 , 2 9 0 , 3 3 9 4 , 4 5 5 , 2 6 0 6 , 4 5 1 , 1 2 6 2 , 5 8 7 , 2 9 9 8 , 8 7 7 , 2 1 3 9 , 3 5 2 , 7 2 9 3 , 1 4 2 , 0 1 6 2 7 , 3 8 8 , 8 1 6 4 8 , 9 7 2 , 4 1 4 4 7 , 3 8 2 2 4 6 , 6 2 3 5 6 9 , 8 5 1 8 0 8 , 8 3 7 1 9 , 1 0 2 2 9 1 , 1 7 2 4 9 8 , 5 8 7 , 1 3 6 4 , 4 2 2 , 1 5 0 1 , 1 6 8 , 1 0 2 5 , 0 3 4 , 2 $ S T H G R I 5 7 2 , 9 0 1 , 1 8 9 9 , 9 3 1 , 1 7 7 8 , 9 9 6 5 5 1 , 5 9 3 4 9 2 , 4 9 9 5 7 4 , 8 9 9 5 0 6 , 5 2 2 , 4 6 8 7 , 7 4 9 , 2 1 5 0 , 9 2 0 , 7 4 1 4 , 1 8 4 , 5 $ S T I F E N E B $ S T I F E N E B 2 9 2 , 5 2 8 6 5 , 3 2 2 9 2 , 5 2 2 9 8 , 5 2 9 2 , 5 2 8 6 5 , 3 2 2 9 2 , 5 2 8 6 5 , 3 2 6 9 5 , 6 7 8 6 1 , 1 0 1 0 4 8 , 1 5 2 ) 2 4 4 , 9 2 ( 5 7 5 , 5 7 2 8 2 , 6 4 5 3 8 , 5 8 9 1 3 , 8 2 ) 1 3 0 , 4 2 ( 6 7 5 , 0 5 5 3 7 , 5 9 9 1 2 , 9 8 3 $ 8 5 6 , 3 7 4 6 9 0 , 0 7 6 0 2 1 , 8 4 6 6 0 9 , 5 6 3 6 6 3 , 0 7 5 4 3 1 , 7 9 5 1 3 0 , 7 6 6 2 8 1 , 0 9 8 5 7 1 , 9 5 3 , 2 8 1 3 , 3 2 5 , 2 $ 6 4 1 , 1 6 6 3 , 1 3 7 3 2 2 1 5 2 7 , 1 4 0 9 , 1 6 1 8 , 6 4 2 4 , 3 7 2 2 , 5 9 7 , 1 1 7 4 , 8 9 7 , 1 $ 4 2 6 , 7 5 1 , 1 2 8 1 , 0 6 9 1 9 2 , 6 4 9 1 4 4 , 2 0 3 3 3 8 , 5 0 9 7 0 3 , 8 5 8 4 7 3 , 6 6 7 , 1 2 3 9 , 3 1 1 , 2 2 2 1 , 6 7 7 , 4 2 6 8 , 4 3 2 , 4 I T S H S A C 1 S T I F E N E B R E H T O Y R A L A S E S A B R A E Y 3 2 0 2 2 2 0 2 3 2 0 2 2 2 0 2 3 2 0 2 2 2 0 2 3 2 0 2 2 2 0 2 3 2 0 2 2 2 0 2 3 t r e k c e W h a e L t n e r r u C E M A N 4 s a i l E ) e i l r a h C ( R S s l l i e d n w S w e h t t a M i 5 n a C n e v e t S r e m r o F 3 2 0 2 l a t o T 6 2 2 0 2 l a t o T n o i t a r e n u m e r P M K e v i t u c e x E l : 6 e b a T ) n o i t a r e n u m e r y r o t u t a t s ( P M K e v i t u c e x E i y b d e v e c e r n o i t a r e n u m e r f o y r a m m u S 7 . 4 0 2 n o e t a d d n e t n e m y o p m e s i h l l i t n u 3 2 0 2 y a M 1 m o i r f n a C n e v e t S o t i r d e d v o p e b o t / d e d v o p s t fi e n e b r i r e h t o d n a n o i t a u n n a e p u s r , n o i t r a e n u m e r d e x fi r e v o c d n a 3 2 Y F n i d e s n e p x e n e e b e v a h t a h t s t fi e n e b e d u c n l i i n a C n e v e t S r o f s t fi e n e b r e h t o m e t r t r o h S . 7 0 9 , 1 2 5 $ s a w 1 2 0 2 r e b m e c e D 1 n o t n e m e c n e m m o c m o r f 2 2 Y F r o f y r l a a s e s a b l a t o T . r d a w a l l u f e h t g n i t c e fl e r I T S h s a c h t i w , 2 2 0 2 y r a u r b e F 8 2 m o r f , P M K e v i t u c e x E s a w e h d o i r e p e h t f o e v i t c e fl e r s i 2 2 Y F r o f n o i t r a e n u m e r ’ s a i l E ) e i l r a h C ( R S . t r o p e R n o i t r a e n u m e R 2 2 Y F e h t n i d e l i a t e d s a 9 1 2 , 5 5 5 , 3 $ s a w 2 2 Y F n i d e s i n g o c e r n o i t a s n e p m o c l a t o t s i H . l 6 e b a T m o r f l d e d u c x e n e e b s a h e h d n a 2 2 0 2 l i r p A 4 1 m o i r f P M K a g n e b d e s a e c s i v a D g e G r r . s d a d n a t S g n i t n u o c c A h t i w e c n a d o c c a n r i 3 2 Y F n i d e t l r a e e c c a y l l u f n e e b e v a h s e a h S r I T S d n a s t h g R e c n a m o r i f r e P d e t a i r r - o p s ’ n a C n e v e t S f o e u a v r i l a f e h t f o g n i s n e p x e e h T . 4 2 0 2 y r a u r b e F e h t r o f s l i a t e d r e h t r u f r o f 4 . 4 d n a 6 . 4 s n o i t c e s o t r f e e R r . s e a h s e h t o t d e l t i t n e e b t o n l l i w P M K e v i t u c e x E e h t , t e m r t o n e a s n o i t i d n o c e c n a m o r f r e p e h t f I r . s e a h S I T S d n a s t h g R e c n a m o r i f r e P f o s t n a g e h t r f o e u a v r i l a f g n i t n u o c c a e h t t n e s e p e r r s t n u o m a e h T . s d o i r e P e c n a m o r f r e P d n a s n o i t i d n o c e c n a m o r f r e p r i e h t , s t n a g r . ) x a t s t fi e n e b e g n i r f l e b a c i l p p a y n a g n d u c n i ( l i t n e m y o p m e h t i l w d e t i a c o s s a s t s o c e d u c n l i s t fi e n e b r e h t O . l e o r r s s e p x E d n a l i r a c e m m o C , e v i t u c e x E f i e h C e h t l i i r d e h y l s u o v e p g n v a h 3 2 0 2 y a M 1 n o O E C d n a r o t c e r i i D g n g a n a M s a d e c n e m m o c t r e k c e W h a e L 1 2 3 4 5 6 4.8 Summary of Executive KMP shareholding and Performance Rights Table 7.1 and 7.2 show the movements of Performance Rights and STI Shares, held beneficially, by each Executive KMP during FY23. No other shares were acquired as remuneration during the year. STI Shares are time-based only. Details of Executive KMP holdings of ordinary shares are provided in Table 11. Table 7.1: STI Shares MOVEMENTS DURING THE FINANCIAL PERIOD VESTED/ ADDITIONAL INFORMATION ACCOUNTING FAIR VALUE OF GRANTED RELEASED LAPSED CLOSING GRANT YET DURING THE YEAR DURING THE YEAR DURING BALANCE AT THE YEAR 25 JUNE 20232 TO VEST ($)1 BALANCE OF SHARES HELD AT 27 JUNE 2022 15,734 - 13,261 12,994 7,096 11,580 (15,734) - (13,261) 140,380 51,785 (75,866) - - - - 12,994 7,096 11,580 222,847 121,696 198,597 116,299 - NAME Current Leah Weckert SR (Charlie) Elias Matthew Swindells Former Steven Cain3 1 The fair value of STI Shares was $17.15 per share at grant date of 30 November 2022 for Executive KMP including Leah Weckert. The fair value of STI Shares is an estimate of the total maximum value of grants in future financial years. STI Shares are subject to the satisfaction of conditions and, therefore, the minimum total value of the awards for future financial years is nil. 2 STI Shares are time-based only. No STI Shares were held nominally by Executive KMP or their related parties as at 25 June 2023. Steven Cain’s closing balance is reflective of the balance at the date of retirement as KMP. 3 Approval from shareholders for the issue of the STI Shares to Steven Cain during the year was obtained for the purpose of ASX Listing Rule 10.14 at the Coles 2022 AGM. Table 7.2: Performance Rights MOVEMENTS DURING THE FINANCIAL PERIOD RIGHTS FORFEITED/ BALANCE OF RIGHTS RIGHTS HELD AT ALLOCATED AS RIGHTS VESTED DURING LAPSED CLOSING GRANT YET DURING BALANCE AT NAME Current Leah Weckert SR (Charlie) Elias Matthew Swindells Former Steven Cain2,3 27 JUNE 2022 REMUNERATION THE YEAR THE YEAR 25 JUNE 2023 283,143 83,334 247,911 89,878 83,945 80,978 (106,982) - (90,091) 725,010 218,878 (275,901) - - - - 266,039 167,279 238,798 667,987 1 The fair value of Performance Rights is an estimate of the total maximum value of grants in future financial years. The fair value of the Executive KMP including Leah Weckert’s FY23 Performance Rights at the grant date of 25 November 2022 was $7.60 for RTSR component and $15.39 for the ROC component. The Performance Rights are subject to the satisfaction of conditions and, therefore, the minimum total value of the awards for future financial years is nil. 2 Steven Cain’s closing balance reflects the balance at the date of retirement as KMP. Approval from shareholders for the issue of these Performance Rights to Steven Cain was obtained for the purpose of ASX Listing Rule 10.14 at the Coles 2022 AGM. While Steven Cain’s Performance Rights held at the time of retirement will be pro-rated to the employment end date (as outlined in section 3.5). 3 In accordance with the accounting standards, 125,634 Performance Rights included in the closing balance have been deemed forfeited upon retirement as a KMP. ADDITIONAL INFORMATION ACCOUNTING FAIR VALUE OF TO VEST ($)1 3,297,842 2,051,627 2,959,785 - 74 75 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Section 5: FY23 Non-executive Director remuneration 5.1 Non-executive Director remuneration framework Non-executive Director remuneration is designed to ensure the Company can attract and retain suitably qualified and experienced Non-executive Directors. Non-executive Directors receive a base fee for their service as a Director of the Company, and other than the Chairman, an additional fee for membership of, or for chairing a Board committee. Non-executive Directors do not receive shares or any performance-related incentives as part of their remuneration from the Company. A minimum shareholding policy applies to Non-executive Directors (see section 2.2.2). Non-executive Directors are reimbursed for travel and other expenses reasonably incurred when attending meetings of the Board or conducting the business of the Company. The People and Culture Committee reviews and makes recommendations to the Board with respect to Non-executive Directors’ fees and Board committee fees. 5.2 Current Non-executive Director remuneration policy The non-executive director remuneration policy enables the Company to attract and retain high-quality Non-executive directors with relevant experience. The remuneration policy is reviewed annually by the People and Culture Committee. Non-executive Director fees are set after consideration of fees paid by companies of comparable size, complexity, industry and geography. They reflect the qualifications and experience necessary to discharge the Board’s responsibilities. The maximum aggregate fee limit is $3.6 million. This was approved by the shareholders of the Company at the 2018 AGM, prior to listing. There were no increases to Board and Committee fees in FY23. Table 8 sets out the Board and committee fees (inclusive of superannuation) for FY23. Table 8: Board and committee fees (inclusive of superannuation) for FY23 BOARD AND COMMITTEE FEES Board Audit and Risk Committee People and Culture Committee Nomination Committee 1 The Chairman of the Board does not receive Committee fees in addition to his Board fee. CHAIR $695,0001 $55,000 $55,000 No fee MEMBER $220,000 $27,000 $27,000 No fee 5.3 FY23 Non-executive Director remuneration Table 9 outlines the remuneration for the Non-executive Directors of Coles during FY23. There were no transactions or loans between Non-executive Directors and the Company, or any of its subsidiaries during FY23. Table 9: FY23 Non-executive Director remuneration BASE AND COMMITTEE FEES (EXCLUDING SUPER- ANNUATION TOTAL SUPERANNUATION) OTHER BENEFITS5 BENEFITS COMPENSATION NAME Current James Graham Terry Bowen1 Jacqueline Chow Abi Cleland2 Richard Freudenstein2 Paul O’Malley Scott Price3 Wendy Stops Former David Cheesewright4 TOTAL TOTAL FINANCIAL YEAR $ 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 669,708 671,432 167,647 - 223,529 224,267 241,132 247,000 275,000 269,108 249,708 251,432 185,250 - 223,529 224,267 246,639 246,655 2,482,142 2,134,161 $ 242 215 212 - 582 434 895 497 - - - - - - 678 1,498 - - 2,609 2,644 $ $ 25,292 23,568 17,603 - 23,471 22,733 5,868 - - 5,892 25,292 23,568 - - 23,471 22,733 695,242 695,215 185,462 - 247,582 247,434 247,895 247,497 275,000 275,000 275,000 275,000 185,250 - 247,678 248,498 361 345 121,358 98,839 247,000 247,000 2,606,109 2,235,644 1 2 3 4 Terry Bowen was appointed to the Board on 1 October 2022. Approval was obtained from the ATO by individual Non-executive Directors to be exempt from making superannuation contributions due to superannuation obligations being met by other employers. Scott Price was appointed to the Board on 1 October 2022. As Scott Price resided in the US during FY23, no superannuation contributions were payable. As David Cheesewright resided in Canada during FY22 and FY23, superannuation contributions were only payable for time worked in Australia. David Cheesewright retired as a Non-executive Director on 15 June 2023. 5 Other benefits include costs associated with directorships (including any applicable fringe benefits tax). 76 77 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Section 6: Ordinary shareholdings 6.1 Non-executive Director Ordinary Shareholdings Table 10 shows the shareholdings and movements in shares held directly, or indirectly, by each Non-executive Director, including their related parties during FY23. No shares held by any Non-executive Directors were held nominally. Table 10: Non-executive Director Ordinary Shareholdings BALANCE OF SHARES HELD AT 27 JUNE 2022 SHARES ACQUIRED SHARES AS AT REQUIREMENT DISPOSED 25 JUNE 2023 ACHIEVED CLOSING MINIMUM BALANCE SHAREHOLDING 500,188 - 20,000 19,816 19,000 3,809 - 25,000 20,000 607,813 - 16,545 - - 6,000 - 1,000 10,000 - 33,545 - - - - - - - - - - 500,188 16,545 20,000 19,816 25,000 3,809 1,000 35,000 20,000 641,358 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ NAME Current James Graham Terry Bowen Jacqueline Chow Abi Cleland Richard Freudenstein Paul O’Malley Scott Price Wendy Stops Former David Cheesewright1 TOTAL 1 David Cheesewright retired as a Non-executive Director on 15 June 2023 therefore his closing balance is as at 15 June 2023. 6.2 Executive KMP Ordinary Shareholdings Table 11 shows the shareholdings and movements in shares held directly, or indirectly, by each KMP, including their related parties during FY23. No shares held by any Executive KMP were held nominally. Table 11: Executive KMP Ordinary Shareholdings NAME Current Leah Weckert SR (Charlie) Elias Matthew Swindells Former Steven Cain1 TOTAL BALANCE OF SHARES HELD AT 27 JUNE 2022 125,684 - 80,918 218,115 424,717 SHARES ACQUIRED SHARES AS AT REQUIREMENT DISPOSED 25 JUNE 2023 ACHIEVED CLOSING MINIMUM BALANCE SHAREHOLDING 132,145 8,633 111,292 376,083 628,153 - - 257,829 ✔ 8,633 Not Yet Achieved (50,000) 142,210 - (50,000) 594,198 1,002,870 ✔ ✔ 1 Steven Cain retired as Managing Director and CEO and ceased to be a KMP on 30 April 2023 therefore his closing balance is as at 30 April 2023. 78 Coles Group 2023 Annual Report 79 Coles Group 2023 Annual Report Financial Report Income Statement for the 52 weeks ended 25 June 2023 Consolidated Financial Statements Notes To the Consolidated Financial Statements Income Statement Balance Sheet Statement of Changes in Equity Cash Flow Statement Basis of preparation and accounting policies Section 1: Performance 1.1 Segment reporting 1.2 Earnings per share 1.3 Sales revenue 1.4 Administration expenses 1.5 Financing costs 1.6 Income tax Section 2: Assets and Liabilities 2.1 Cash and cash equivalents 2.2 Trade and other receivables 2.3 Other assets 2.4 Inventories 2.5 Property, plant and equipment 2.6 Intangible assets 2.7 Leases 2.8 Trade and other payables 2.9 Provisions Section 3: Capital 3.1 Interest-bearing liabilities 3.2 Contributed equity and reserves 3.3 Dividends paid and proposed Section 4: Financial Risk 4.1 Impairment of non-financial assets 4.2 Financial risk management 4.3 Financial instruments Section 5: Group Structure 5.1 Equity accounted investments 5.2 Assets held for sale 5.3 Discontinued operations 5.4 Subsidiaries 5.5 Parent entity information Section 6: Unrecognised Items 6.1 Commitments 6.2 Contingencies Section 7: Other Disclosures 7.1 Related party disclosures 7.2 Employee share plans 7.3 Auditor’s remuneration 7.4 New accounting standards and interpretations 7.5 Events after the reporting period Directors’ Declaration Independent Auditor’s Report Continuing operations Sales revenue Other operating revenue Total operating revenue Cost of sales Gross profit Other income Administration expenses Share of net loss from equity accounted investments Earnings before interest and tax (EBIT) Financing costs Profit before income tax Income tax expense Profit for the period from continuing operations Discontinued operations Profit for the period from discontinued operations, after tax Profit for the period Profit attributable to: Equity holders of the parent entity Earnings per share (EPS) attributable to equity holders of the Company: Basic EPS (cents) Diluted EPS (cents) EPS attributable to equity holders of the Company from continuing operations: Basic EPS (cents) Diluted EPS (cents) Other comprehensive income Items that may be reclassified to profit or loss: Net movement in the fair value of cash flow hedges Income tax effect Other comprehensive income which may be reclassified to profit or loss in subsequent periods Total comprehensive income attributable to: Equity holders of the parent entity The accompanying notes form part of the consolidated financial statements. NOTES 1.3 1.4 5.1 1.5 1.6 5.3 1.2 1.2 1.2 1.2 1.6 2023 $m 40,483 108 40,591 (30,034) 10,557 163 (8,848) (13) 1,859 (394) 1,465 (423) 1,042 56 1,098 2022 $m 38,237 104 38,341 (28,396) 9,945 86 (8,197) (7) 1,827 (360) 1,467 (422) 1,045 3 1,048 1,098 1,048 82.3 82.1 78.1 77.9 14 (4) 10 78.8 78.7 78.6 78.5 31 (9) 22 1,108 1,070 80 81 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Balance Sheet As at 25 June 2023 Statement of Changes in Equity For the 52 weeks ended 25 June 2023 Assets Current assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Assets held for sale Other assets Total current assets Non-current assets Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Equity accounted investments Other assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Lease liabilities Other Total current liabilities Non-current liabilities Interest-bearing liabilities Provisions Lease liabilities Other Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained earnings Total equity The accompanying notes form part of the consolidated financial statements. NOTES 2.1 2.2 2.4 5.2 2.3 2.5 2.7 2.6 1.6 5.1 2.3 2.8 2.9 2.7 3.1 2.9 2.7 3.2 2023 $m 597 605 2,323 4 127 96 2022 $m 589 470 2,448 42 82 120 3,752 3,751 4,985 6,507 2,035 740 220 53 14,540 18,292 4,434 905 820 249 6,408 1,118 376 7,029 5 8,528 14,936 3,356 1,644 104 1,608 3,356 4,807 7,199 1,864 822 219 174 15,085 18,836 4,335 854 914 312 6,415 1,095 424 7,767 11 9,297 15,712 3,124 1,636 95 1,393 3,124 SHARE- SHARES BASED CASH FLOW SHARE HELD IN PAYMENTS HEDGE RETAINED CAPITAL TRUST RESERVE RESERVE EARNINGS $m $m 2023 Balance at beginning of period Profit for the period Other comprehensive income Total comprehensive income for the period Dividends paid Issue of shares to satisfy the dividend reinvestment plan Issue of shares to Trust Issue of shares to satisfy the employee share purchase plan Transfer of shares to employees under the employee equity incentive plan Purchase of shares to satisfy the employee equity incentive plan Share-based payments expense $m 1,695 - - - - 18 18 2 - - - Balance at end of period 1,733 $m (59) - - - - - (18) - 38 (50) - (89) 2022 Balance at beginning of period 1,655 (70) Profit for the period Other comprehensive income Total comprehensive income for the period Dividends paid Issue of shares to satisfy the dividend reinvestment plan Issue of shares to Trust Transfer of shares to employees under the employee equity incentive plan Share-based payments expense Transfers - - - - 16 24 - - - - - - - - (24) 21 - 14 Balance at end of period 1,695 (59) The accompanying notes form part of the consolidated financial statements. $m 92 - - - - - - - (38) - 37 91 88 - - - - - - (21) 25 - 92 TOTAL $m 3,124 1,098 10 1,108 1,393 1,098 - 1,098 (883) (883) - - - - - - 18 - 2 - (50) 37 3 - 10 10 - - - - - - - 13 1,608 3,356 (19) - 22 22 - - - - - - 3 1,159 1,048 - 1,048 2,813 1,048 22 1,070 (814) (814) - - - - - 16 - - 25 14 1,393 3,124 82 83 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Cash Flow Statement For the 52 weeks ended 25 June 2023 Notes to the Consolidated Financial Statements Net cash flows from operating activities 2.1 2,807 2,690 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest paid Interest component of lease payments Interest received Income tax paid Cash flows used in investing activities Purchase of property, plant and equipment and intangibles Proceeds from sale of property, plant and equipment Proceeds from the sale of a business net of transaction costs Net investments in joint venture and associate Net cash flows used in investing activities Cash flows used in financing activities Proceeds from borrowings Repayment of borrowings Payment of principal component of lease payments Dividends paid Purchase of shares to satisfy the DRP Purchase of shares to satisfy the employee equity incentive plan NOTES 2023 $m 2022 $m The Financial Report of Coles Group Limited (‘the Company’) in respect of the Company and the entities it controlled at the reporting date or during the 52-week period ended 25 June 2023 (collectively, ‘Coles’ or ‘the Group’) was authorised for issue in accordance with a resolution of the Directors on 22 August 2023. The comparative period is for the 52-week period ended 26 June 2022. 44,043 (40,439) 41,887 (38,309) (57) (372) 2 (370) (41) (363) 1 (485) (1,514) 248 280 (14) (1,272) 136 - (6) 5.1 Reporting entity The Company is a for-profit company limited by shares which is incorporated and domiciled in Australia and listed on the Australian Securities Exchange (‘ASX’). The nature of the operations and principal activities of the Group are described in Note 1.1 Segment Reporting. Basis of preparation and accounting policies The Financial Report is a general purpose financial report, which has been prepared in accordance with Australian Accounting Standards issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001 (Cth). The Financial Report also complies with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board. The consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value as explained in the notes to the consolidated financial statements (‘the Notes’). The accounting policies adopted are consistent with those of the previous period. Refer to Note 7.4 New accounting standards and (1,000) (1,142) interpretations. 10,812 (10,789) (907) (844) (21) (50) 5,082 (5,129) (901) (798) - - This Financial Report presents reclassified comparative information where required for consistency with the current year’s presentation. In accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations, the Group has presented the profit or loss from discontinued operations separately from its continuing operations in its Consolidated Statement of Profit or Loss in the current period with the prior period restated. Refer to Note 5.3 Discontinued Operations for further details. Key judgements, estimates and assumptions The preparation of the financial statements requires judgement and the use of estimates and assumptions in applying the Group’s accounting policies, which affect amounts reported for assets, liabilities, income and expenses. Net cash flows used in financing activities (1,799) (1,746) Judgements, estimates and assumptions are continuously evaluated and are based on the following: Net increase/(decrease) in cash and cash equivalents Cash at beginning of period Cash at end of the period The Consolidated Statement of Cash Flows includes both continuing and discontinued operations. The accompanying notes form part of the consolidated financial statements. 8 589 597 (198) 787 589 • historical experience • current market conditions • reasonable expectations of future events Actual results may differ from these judgements, estimates and assumptions. Uncertainty about these judgements, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities in future periods. The key areas involving judgement or significant estimates and assumptions are set out below: Note Note 2.7 Leases Judgements Determining the lease term Note 5.1 Equity accounted investments Control and significant influence Note Note 2.4 Inventories Note 2.7 Leases Note 2.9 Provisions Estimates and Assumptions Net realisable value, Commercial income Incremental borrowing rate Employee benefits, Self-insurance, Restructuring Note 4.1 Impairment of non-financial assets Assessment of recoverable amount Note 6.2 Contingencies Note 7.2 Employee share plans Contingent liabilities Valuation of share-based payments Detailed information about each of these judgements, estimates and assumptions is included in the Notes together with information about the basis of calculation for each affected line item in the financial statements. 84 85 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Basis of preparation and accounting policies (continued) 1. Performance The Notes The Notes include information which is required to understand the consolidated financial statements and is material and relevant to the operations, financial performance and position of the Group. Information is considered material and relevant if, for example: • the amount in question is significant because of its size or nature • it is important for understanding the results of the Group • it helps to explain the impact of significant changes in the Group’s business • it relates to an aspect of the Group’s operations that is important to its future performance The Notes are organised into the following sections: 1. Performance: this section provides information on the performance of the Group, including segment results, earnings per share and income tax. This section provides information on the performance of the Group, including segment results, earnings per share and income tax. 1.1 Segment reporting The Group has identified its operating segments based on internal reporting to the Managing Director and Chief Executive Officer (the chief operating decision-maker). The Managing Director and Chief Executive Officer regularly reviews the Group’s internal reporting to assess performance and allocate resources across the operating segments. The segments identified offer different products and services and are managed separately. The Group’s reportable segments from continuing operations are set out below: REPORTABLE SEGMENT DESCRIPTION Supermarkets Fresh food, groceries and general merchandise retailing (includes Coles Online and Coles Financial Services) 2. Assets and Liabilities: this section details the assets used in the Group’s operations and the liabilities incurred as a result. Liquor Liquor retailing, including online delivery services 3. Capital: this section provides information relating to the Group’s capital structure and financing. Other comprises Property and a product supply arrangement that are not separately reportable, as well as costs associated with 4. Financial Risk: this section details the Group’s exposure to various financial risks, explains how these risks may impact the Group’s financial performance or position, and details the Group’s approach to managing these risks. 5. Group Structure: this section provides information relating to subsidiaries and other material investments and divestments of the Group. 6. Unrecognised Items: this section provides information about items that are not recognised in the consolidated financial statements but could potentially have a significant impact on the Group’s financial performance or position in the future. 7. Other Disclosures: this section provides other disclosures required by Australian Accounting Standards that are considered relevant to understanding the Group’s financial performance or position. Basis of consolidation In preparing these consolidated financial statements, subsidiaries are consolidated from the date the Group gains control until the date on which control ceases. The Group’s share of results of its equity accounted investments is included in the consolidated financial statements from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. All intercompany transactions are eliminated. The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Foreign currency These consolidated financial statements are presented in Australian dollars, which is the functional currency of the Group. Foreign currency transactions are translated into the functional currency using the exchange rates at the transaction date. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at reporting date exchange rates are generally recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges. Accounting policies Accounting policies that summarise the classification, recognition and measurement basis of financial statement line items and that are relevant to the understanding of the consolidated financial statements are provided throughout the Notes. Rounding of amounts The amounts contained in the Financial Report have been rounded to the nearest million dollars (unless specifically stated to be otherwise) under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which this legislative instrument applies. enterprise functions which include Insurance and Treasury. As a result of Express being classified as a discontinued operation, it is no longer presented in the segment disclosures from continuing operations for the current and prior period. There are varying levels of integration between operating segments. This includes the common usage of property, services and administration functions. Financing costs and income tax are managed on a Group basis and are not allocated to operating segments. EBIT is the key measure by which management monitors the performance of the segments. The Group does not have operations in other geographic areas or economic exposure to any individual customer that is in excess of 10% of sales revenue. SUPERMARKETS LIQUOR OTHER OPERATIONS TOTAL CONTINUING 2023 Sales revenue Segment EBIT Financing costs Profit before income tax Income tax expense Profit for the period from continuing operations Share of net loss from equity accounted investments included in EBIT 2022 Sales revenue Segment EBIT Financing costs Profit before income tax Income tax expense Profit for the period from continuing operations Share of net loss from equity accounted investments included in EBIT $m 36,746 1,765 $m 3,610 157 $m 127 (63) 34,624 1,715 3,613 163 - (51) $m 40,483 1,859 (394) 1,465 (423) 1,042 (13) 38,237 1,827 (360) 1,467 (422) 1,045 (7) 86 87 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 1.2 Earnings Per Share (‘EPS’) Employee benefits expense 2023 2022 The Group’s accounting policy for liabilities associated with employee benefits is set out in Note 2.9 Provisions. The policy relating to EPS attributable to equity holders of the Company Basic EPS (cents) Diluted EPS (cents) EPS attributable to equity holders of the Company from continuing operations Basic EPS (cents) Diluted EPS (cents) Profit for the period ($m) Continuing operations Discontinued operations Total Weighted average number of ordinary shares for basic EPS (shares, million) Weighted average number of ordinary shares for diluted EPS (shares, million) Calculation methodology 82.3 82.1 78.1 77.9 1,042 56 1,098 1,334 1,338 78.8 78.7 78.6 78.5 1,045 3 1,048 1,330 1,331 EPS is profit for the period attributable to ordinary equity holders of the Company, divided by the weighted average number of ordinary shares on issue, adjusted to exclude shares held in trust during the period. Diluted EPS is calculated on the same basis except it includes the impact of any potential commitments the Group has to issue shares in the future. Between the reporting date and the issue date of the Financial Report, there have been no transactions involving ordinary shares or potential ordinary shares that would impact the calculation of EPS disclosed in the table above. 1.3 Sales revenue Sale of goods The Group operates a network of supermarkets, retail liquor stores and convenience stores (prior to the divestment of the Express business on 1 May 2023, refer note 5.3 Discontinued operations), as well as online platforms. Revenue is recognised by the Group when it is the principal in the sales transaction. Revenue from the sale of goods is recognised when control of the goods has transferred to the customer. For goods purchased in-store, control of the goods transfers to the customer at the point of sale. For goods purchased online, control of the goods transfers to the customer upon delivery, or when collected by the customer. Revenue comprises the fair value of consideration received or receivable for the sale of goods and is recorded net of discounts and goods and services tax (‘GST’). 1.4 Administration expenses Employee benefits expense Occupancy and overheads Depreciation and amortisation1 Marketing expenses Net impairment reversal Other store expenses Other administration expenses Total administration expenses 2023 $m 5,118 774 1,461 234 (11) 668 604 2022 $m 4,804 701 1,385 230 (11) 551 537 8,848 8,197 1 Total depreciation and amortisation from continuing operations is $1,523 million (2022: $1,432 million from continuing operations), the remaining depreciation and amortisation is included within cost of sales. Employee benefits expense is comprised of: Remuneration, bonuses and on-costs Superannuation expense Share-based payments expense Total employee benefits expense 2023 $m 4,673 408 37 5,118 2022 $m 4,396 384 24 4,804 share-based payments is set out in Note 7.2 Employee share plans. Retirement benefit obligations The Group contributes to a number of superannuation funds on behalf of its employees, and the Group’s legal or constructive obligation is limited to these contributions. Contributions payable by the Group are recognised as an expense in the Income Statement when incurred. 1.5 Financing costs Interest on debt and borrowings Interest on lease liabilities Other finance related costs Total financing costs Financing costs 2023 2022 $m 28 343 23 394 $m 16 325 19 360 Financing costs directly attributable to the acquisition, construction or production of an asset, that necessarily takes more than 12 months to get ready for its intended use or sale, are capitalised as part of the cost of the asset. All other financing costs are expensed in the period in which they are incurred. 1.6 Income tax The major components of income tax expense in the Income Statement are set out below: Current income tax expense Adjustment in respect of current income tax of previous periods Deferred income tax relating to origination and reversal of temporary differences Adjustment in respect of deferred income tax of previous periods Income tax expense is attributable to: Profit from continuing operations Profit from discontinued operations NOTE 5.3 2023 $m 443 (34) 17 25 451 423 28 451 The components of income tax expense recognised in Other Comprehensive Income (‘OCI’) are set out below: Deferred tax related to items recognised in OCI during the period: Net profit on revaluation of cash flow hedges Deferred income tax charged to OCI 2023 $m (4) (4) 2022 $m 391 (8) 39 3 425 422 3 425 2022 $m (9) (9) The tax expense included in the Income Statement consists of current and deferred income tax. Current Income Tax is: Deferred Income Tax is: • the expected tax payable on taxable income for the period • recognised using the liability method • calculated using tax rates enacted or substantively enacted • based on temporary differences between the carrying at the reporting date • inclusive of any adjustment to income tax payable or amounts of assets and liabilities for financial reporting purposes and the amounts for taxation purposes recoverable in respect of previous periods • calculated using the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on the tax rates that have been enacted or substantively enacted by the reporting date Both current and deferred income tax are charged or credited to the Income Statement. However, when it relates to items charged or credited directly to the Statement of Changes in Equity or Other Comprehensive Income, the tax is recognised in equity, or OCI, respectively. 88 89 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 1.6 Income tax (continued) Reconciliation of the Group’s applicable tax rate to the effective tax rate Profit before tax from continuing operations Profit before tax from discontinued operations Profit before income tax At Australia’s corporate tax rate of 30.0% (2022: 30.0%) Adjustments in respect of income tax of previous periods Share of results of joint venture Non-deductible expenses for income tax purposes Non-assessable income for income tax purposes Utilisation of previously unrecognised capital losses Taxable gain on sale of Express business Income tax expense reported in the Income Statement1 1 At an effective income tax rate of 29.1% (2022: 28.9%). Tax consolidation 2023 $m 1,465 84 1,549 465 (9) 4 6 (13) (8) 6 451 2022 $m 1,467 6 1,473 442 (5) 2 2 (11) (5) - 425 The Company and its 100% owned Australian resident subsidiaries formed an income tax consolidated group with effect from 31 December 2018. The Company is the head entity of the tax consolidated group. Members of the group have entered into a tax sharing agreement which operates to manage joint and several liability for group tax liabilities amongst group members as well as enable group 1.6 Income tax (continued) 2022 Provisions Employee benefits Trade and other payables Inventories Property, plant and equipment Intangible assets Lease Liabilities Cash flow hedges Other individually insignificant balances Deferred tax assets Accelerated depreciation for tax purposes Right-of-use assets Other assets Other individually insignificant balances Deferred tax liabilities Net deferred tax assets Tax assets and liabilities CHARGED TO OPENING PROFIT OR CREDITED CLOSING BALANCE LOSS TO OCI OTHER BALANCE $m 61 257 50 45 153 18 2,627 9 12 3,232 116 2,186 9 48 2,359 873 $m 6 (27) (22) 8 18 (18) (268) (1) (6) (310) 9 (271) (1) (5) (268) (42) $m $m - - - - - - - (9) - (9) - - - - - (9) - - - - - - 245 - - 245 - 245 - - 245 - $m 67 230 28 53 171 - 2,604 (1) 6 3,158 125 2,160 8 43 2,336 822 members to leave the group clear of future group tax liabilities. Members of the group have also entered into a taxation funding Deferred tax assets are recognised to the extent it is probable that taxable profits will be available against which deductible agreement which provides that each member of the tax consolidated group pay a tax equivalent amount to or from the parent in temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced accordance with their notional current tax liability or current tax asset. Such amounts are reflected in amounts receivable from or to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be payable to the parent company in their accounts and are settled as soon as practicable after lodgement of the consolidated tax recovered. return and payment of the tax liability. Deferred income tax balances recognised in the Balance Sheet CHARGED OPENING TO PROFIT CREDITED ACQUISITIONS CLOSING BALANCE OR LOSS TO OCI /(DISPOSALS) OTHER BALANCE 2023 Provisions Employee benefits Trade and other payables Inventories Property, plant and equipment Lease Liabilities Other individually insignificant balances Deferred tax assets Accelerated depreciation for tax purposes Intangible assets Right-of-use assets Other assets Cash flow hedges Other individually insignificant balances Deferred tax liabilities Net deferred tax assets $m 67 230 28 53 171 2,604 6 3,159 125 - 2,160 8 1 43 2,337 822 $m 11 3 6 - 16 (273) 5 (232) 5 44 (258) (1) - 20 (190) (42) $m $m $m - - - - - - - - - - - - 4 - 4 (4) - (8) - (1) (7) (218) (1) (235) - (7) (192) - - - (199) (36) - - - - - 242 - 242 - - 242 - - - 242 - $m 78 225 34 52 180 2,355 10 2,934 130 37 1,952 7 5 63 2,194 740 Deferred tax assets and liabilities are offset against each other when there is a legally enforceable right to set off current taxation assets against current taxation liabilities and it is the intention to settle these on a net basis. The Group has unrecognised deferred tax assets relating to temporary differences arising from its investments in Loyalty Pacific Pty Ltd (operator of the Flybuys loyalty program) and Queensland Venue Co. Pty Ltd (‘QVC’), and capital losses from disposal of capital gains tax assets. Deferred tax assets have not been recognised in relation to these amounts as the Group has determined that at the reporting date, it is not probable that capital gains will be available against which the Group can utilise these benefits. The unrecognised deferred tax asset is $169 million (2022: $107 million). An uncertain tax treatment is any tax treatment applied by the Group where there is uncertainty over whether it will be accepted by the relevant tax authority. If it is not probable that the treatment will be accepted, the effect of the uncertainty is reflected in the period in which that determination is made (for example, by recognising an additional tax liability). The Group measures the impact of the uncertainty using the method that best predicts the resolution of the uncertainty: either the most likely amount method or the expected value method. The judgements and estimates made to recognise and measure the effect of uncertain tax treatments are reassessed whenever circumstances change or when there is new information that affects those judgements. The Group determined, based on its tax compliance, that it is probable that its tax treatments applied at 25 June 2023 will be accepted by the taxation authorities. Goods and Services Tax (‘GST’) Revenue, expenses and assets are recognised net of GST, except: • when the GST incurred on the sale or purchase of assets or services is not payable to or recoverable from the taxation authority, in which case GST is recognised as part of the revenue or the expense item or as part of the cost of acquisition of the asset; or • when receivables are stated with the amount of GST included. The net amount of GST recoverable from or payable to the taxation authority is included as part of receivables or payables in the Balance Sheet. Commitments and contingencies are disclosed net of the amount of GST recoverable from or payable to the taxation authority. Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities where recoverable or payable to the taxation authority is classified as part of operating cash flows. 90 91 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 2. Assets and Liabilities This section details the assets used in the Group’s operations and the liabilities incurred as a result. 2.2 Trade and other receivables Trade and other receivables are comprised of the following: 2.1 Cash and cash equivalents Cash and cash equivalents are comprised of the following: Cash on hand and in transit Cash at bank and on deposit Total cash and cash equivalents 2023 2022 $m 511 86 597 $m 559 30 589 Trade receivables1 Other receivables Allowance for expected credit losses Total trade and other receivables 1 Includes commercial income due from suppliers of $149 million (2022: $117 million). Trade receivables and other receivables are classified as financial assets held at amortised cost. Trade receivables 2023 2022 $m 470 154 624 (19) 605 $m 386 95 481 (11) 470 All receivables from EFT, credit card and debit card point of sale transactions during the period are classified as cash and cash Trade receivables are initially recognised at the amount due and subsequently at amortised cost using the effective interest equivalents. For the purpose of the Cash Flow Statement, cash and cash equivalents includes cash on hand and in transit, at bank and on method, less an allowance for expected credit losses (impairment provision). The carrying value of trade and other receivables, less impairment provisions, is considered to approximate fair value, due to the short-term nature of the receivables. deposit, net of outstanding bank overdrafts which are repayable on demand. Impairment of trade receivables Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits earn interest at the respective The collectability of trade and other receivables is reviewed on an ongoing basis. Individual debts which are known to be short-term deposit rates. uncollectable are written off when identified. Reconciliation of profit for the period to net cash flows from operating activities Profit for the period Adjustments for: Depreciation and amortisation Net impairment reversal Net loss on disposal of non-current assets Net loss on disposal of business Share of net loss of equity accounted investments Share-based payments expense Other Changes in assets and liabilities net of the effects of acquisitions and disposals of businesses: Decrease / (increase) in inventories Increase in trade and other receivables Decrease in prepayments Decrease / (increase) in other assets Decrease in deferred tax assets Decrease / (increase) in income tax receivable Increase in trade and other payables Increase / (decrease) in provisions (Decrease) / increase in other liabilities Net cash flows from operating activities 2023 $m 1,098 1,558 (11) - 16 13 37 1 39 (135) 11 33 46 38 102 30 (69) 2022 $m 1,048 1,571 (10) 14 - 7 25 5 (341) (102) 4 (64) 51 (102) 675 (130) 39 2,807 2,690 The Group recognises an impairment provision based upon anticipated lifetime losses of trade receivables. The anticipated lifetime losses are determined with reference to historical experience and are regularly reviewed and updated. The amount of the impairment loss is recognised in the Income Statement within ‘Administration expenses’. 2.3 Other assets Other assets are comprised of the following: Prepayments Other assets Total other current assets Prepayments Other assets Total other non-current assets 2023 2022 $m 82 14 96 3 50 53 $m 83 37 120 15 159 174 92 93 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 2.4 Inventories Inventories comprise goods held for resale and are valued at the lower of cost and net realisable value, which is the estimated selling price less estimated costs to sell. The cost of inventory is based on purchase cost, after deducting certain types of commercial income and including logistics and store remuneration incurred in bringing inventories to their present location and condition. Volume-related supplier rebates, and supplier promotional rebates where they exceed spend on promotional activities, are accounted for as a reduction in the cost of inventory and recognised in the Income Statement when the inventory is sold. Key estimate: Net realisable value An inventory provision is recognised where the realisable value from sale of inventory is estimated to be lower than the inventory’s carrying value. Inventory provisions for different product categories are estimated based on various factors, including expected sales profile, prevailing sales prices, seasonality and expected losses associated with slow-moving inventory items. Commercial income Commercial income represents various discounts or rebates provided by suppliers. These include: • settlement discounts for the purchase of inventory • discounts based on purchase or sales volumes • contributions towards promotional activity for a supplier’s product Depending on the type of arrangement with the supplier, commercial income will either be deducted from the cost of inventory (where it relates to the purchase of inventory) or recognised as a reduction in related expenses (where it relates to the sale of goods). Amounts due from suppliers are recognised within trade receivables, except in cases where the Group has the legal right and the intention to offset, in which case only the net amount receivable or payable is presented. Refer to Note 4.3 Financial instruments for details of amounts offset in the Balance Sheet. Key estimate: Commercial income The recognition of certain types of commercial income requires the following estimates: • the volume of inventory purchases that will be made during a specific period • the amount of the related product that will be sold • the balance remaining in inventory at the reporting date. Estimates are based on historical and forecast sales and inventory turnover levels m e t i e h t f o n o i t i s i u q c a e h t o t e b a t u b l i r t t a y l t c e r i d s i t a h t e u t i r d n e p x e s e s i r p m o c t s o C . t n e m r i a p m i d e s i n g o c e r y n a d n a n o i t i r a c e p e d d e t a u m u c c a s s e l l t s o c t a d e i r r a c s i i t n e m p u q e d n a t n a p l , y t r e p o r P i t n e m p u q e d n a t n a p l , y t r e p o r P 5 . 2 t n a p l , y t r e p o r P . d e r r u c n i r e a y e h t h c h w n i i d o i r e p e h t g n i r u d t n e m e t a t S e m o c n I e h t o t r r d e g a h c e a s t s o c e c n a n e t n a m d n a s r i i a p e R . n o i t a s i l a t i p a c r o f l e b g i i l e e a r t a h t d e r r u c n i s t s o c t n e u q e s b u s d n a . e f i l l u f e s u d e t c e p x e s t i r e v o e u a v l l a u d i s e r s t i o t s i s a b e n i l - t h g a i r t s a n o d e t a c e p e d s i r i i t n e m p u q e d n a m $ L A T O T 9 1 3 , 0 1 ) 4 3 3 , 5 ( 5 8 9 , 4 7 0 8 , 4 2 5 1 , 1 ) 7 2 1 ( ) 9 7 5 ( 1 1 ) 7 1 1 ( ) 2 6 1 ( 2 8 9 5 8 9 , 4 8 6 9 , 9 ) 1 6 1 , 5 ( 7 0 8 , 4 3 6 4 , 4 8 3 0 , 1 ) 2 8 ( ) 8 6 5 ( 4 1 ) 8 5 ( 7 0 8 , 4 2 1 2 , 1 D L O H E S A E L & T N A L P S T N E M E V O R P M I T N E M P I U Q E I S G N D L I U B m $ m $ m $ D N A L m $ e s a e l ) 9 7 6 ( 5 0 5 4 8 1 , 1 - 6 4 4 5 5 - ) 8 6 ( ) 2 ( ) 5 2 ( 5 0 5 8 3 1 ) 2 8 6 ( 4 5 5 6 3 2 , 1 - 0 0 5 5 3 1 - ) 6 ( ) 5 7 ( 4 5 5 0 7 1 f o m e T r 7 3 4 , 8 ) 3 6 5 , 4 ( 4 7 8 , 3 ) 8 3 ( 0 6 9 ) 7 0 5 ( 6 7 5 , 3 ) 3 ( ) 0 9 ( ) 4 2 ( 5 9 7 4 7 8 , 3 4 4 9 , 7 ) 8 6 3 , 4 ( 6 7 5 , 3 ) 6 1 ( 0 9 7 ) 9 8 4 ( ) 6 ( ) 6 1 ( 3 1 3 , 3 1 9 9 6 7 5 , 3 ) 5 ( 4 6 1 9 5 1 0 1 8 5 2 ) 6 3 ( ) 4 ( - ) 2 ( ) 7 6 ( 9 4 9 5 1 ) 0 1 ( 8 6 2 8 5 2 0 1 1 0 3 ) 7 2 ( ) 4 ( - ) 2 2 ( 1 5 8 5 2 ) 7 8 ( 4 3 5 7 4 4 9 1 4 6 3 1 ) 3 5 ( - 4 1 - - ) 9 6 ( 7 4 4 0 2 5 ) 1 0 1 ( 9 1 4 9 4 3 3 0 1 ) 9 3 ( - 0 2 ) 4 1 ( 9 1 4 - s r a e y 0 2 – 3 s r a e y 0 4 – 0 2 l e b a c i l p p a t o N . ) s s o l t e n n o i l l i m 4 1 $ : 2 2 0 2 ( n o i l l i m 2 $ s a w d o i r e p e h t g n i r u d i t n e m p u q e d n a t n a p l , y t r e p o p r f o l a s o p s i d n o s s o l t e N 1 e v o b a d e d u c n l i r s s e g o p n r i k r o w n o i t c u r t s n o C d o i r e p f o d n e t a t n u o m a g n y r r a C i 1 s f f o - e t i r w d n a s l a s o p s i D l a s r e v e R / ) t n e m r i a p m I ( l e a s r o f l d e h s t e s s a o t r e f s n a r T n o i t i a c e p e D r t n e m r i a p m i d n a n o i t i r a c e p e d d e t a u m u c c A l d o i r e p f i o g n n n g e b i t a t n u o m a g n y r r i a C s n o i t i d d A l e a s r o f l d e h s t e s s a o t r e f s n a r T l a s r e v e R / ) t n e m r i a p m I ( n o i t i a c e p e D r d o i r e p f o d n e t a t n u o m a g n y r r a C i ) e g n a r ( e f i l l u f e s U 3 2 0 2 t s o C s s e n i s u B f o e a S l e v o b a d e d u c n l i r s s e g o p n r i k r o w n o i t c u r t s n o C 2 2 0 2 t s o C d o i r e p f o d n e t a t n u o m a g n y r r a C i 1 s f f o - e t i r w d n a s l a s o p s i D t n e m r i a p m i d n a n o i t i r a c e p e d d e t a u m u c c A l d o i r e p f o d n e t a t n u o m a g n y r r a C i d o i r e p f i o g n n n g e b i t a t n u o m a g n y r r i a C s n o i t i d d A 94 95 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 2.6 Intangible assets The Group’s intangible assets comprise licences, software and goodwill. Licences and software Licences and software are measured initially at acquisition cost or costs incurred to develop the asset. Intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Following initial recognition, intangible assets with finite useful lives are carried at cost less accumulated amortisation and accumulated impairment losses. They are amortised on a straight-line basis over their estimated useful lives. Intangible assets with indefinite useful lives are not amortised. Instead, they are tested for impairment annually or more frequently if events or changes in circumstances indicate they may be impaired. Licences have been assessed as having indefinite lives on the basis that the licences are expected to be renewed in line with business continuity requirements. For internally generated software, research costs are expensed as incurred. Development expenditure is capitalised when management has the intention to develop the asset, it is probable that future economic benefits will flow to the Group and the cost can be reliably measured. In respect to cloud computing arrangements, the Group assesses whether the arrangement contains a lease and if not, whether the arrangement provides the Group with a resource that it can control. Costs associated with implementation are then assessed as to whether they can be capitalised in accordance with relevant accounting standards. Goodwill Goodwill recognised by the Group has arisen as a result of business combinations and represents the future economic benefits that arise from assets that are not capable of being individually identified and separately recognised. Goodwill is initially measured as the amount the Group has paid in acquiring a business over and above the fair value of the individual assets and liabilities acquired. Goodwill is considered to have an indefinite useful economic life. It is therefore not amortised but is instead tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is carried at cost less any accumulated impairment losses and, for the purpose of impairment testing, is allocated to cash generating units. Refer to Note 4.1 Impairment of non-financial assets for further details on impairment testing. m $ L A T O T 9 3 2 , 3 ) 4 0 2 , 1 ( 5 3 0 , 2 5 7 3 ) 2 7 ( ) 2 3 1 ( 4 6 8 , 1 5 3 4 5 3 0 , 2 4 6 9 , 2 ) 0 0 1 , 1 ( 4 6 8 , 1 8 7 2 8 9 6 , 1 ) 1 ( ) 3 ( ) 8 0 1 ( 1 6 3 4 6 8 , 1 - 1 3 1 3 9 2 2 - - - 1 3 - 9 2 9 2 7 2 2 - - - - 9 2 3 9 0 , 2 ) 4 0 2 , 1 ( 9 8 8 5 7 6 3 7 3 ) 7 2 ( ) 2 3 1 ( 9 8 8 5 3 4 5 7 7 , 1 ) 0 0 1 , 1 ( 5 7 6 5 1 5 2 7 2 ) 1 ( ) 3 ( ) 8 0 1 ( 5 7 6 1 6 3 - 5 1 1 , 1 5 1 1 , 1 0 6 1 , 1 - - ) 5 4 ( - 5 1 1 , 1 - 0 6 1 , 1 0 6 1 , 1 6 5 1 , 1 4 - - - - 0 6 1 , 1 m $ S E C N E C I L e t i n fi e d n I m $ m $ E R A W T F O S L L I W D O O G s r a e y 5 1 – 5 e t i n fi e d n I ) d e u n i t n o c ( l i s t e s s a e b g n a t n I 6 . 2 t n e m r i a p m i d n a n o i t a s i t r o m a d e t a u m u c c A l d o i r e p f o d n e t a t n u o m a g n y r r a C i ) e g n a r ( e f i l l u f e s U 3 2 0 2 t s o C d o i r e p f i o g n n n g e b i t a t n u o m a g n y r r i a C s n o i t i d d A s s e n i s u b f o e a S l e v o b a d e d u c n l i r s s e g o p n r i k r o w t n e m p o e v e D l 2 2 0 2 t s o C t n e m r i a p m i d n a n o i t a s i t r o m a d e t a u m u c c A l d o i r e p f o d n e t a t n u o m a g n y r r a C i d o i r e p f o d n e t a t n u o m a g n y r r a C i n o i t a s i t r o m A e v o b a d e d u c n l i r s s e g o p n r i k r o w t n e m p o e v e D l d o i r e p f o d n e t a t n u o m a g n y r r a C i s f f o - e t i r w d n a s l a s o p s i D t n e m r i a p m I n o i t a s i t r o m A d o i r e p f i o g n n n g e b i t a t n u o m a g n y r r i a C s n o i t i d d A 96 97 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 2.7 Leases The Group has lease agreements for properties and various items of machinery, vehicles and other equipment used in its operations. 2.7 Leases (continued) Extension options Extension options are included in the majority of property leases across the Group. Where practicable, the Group seeks to include Set out below are the carrying amounts of recognised right-of-use assets and movements during the period: extension options when negotiating leases to provide flexibility and align with business needs. Leases may contain multiple 2023 NON- 2022 NON- PROPERTY PROPERTY PROPERTY PROPERTY LEASES LEASES TOTAL LEASES LEASES At beginning of period Additions Other remeasurements1 Continuing operations Discontinued operations Depreciation expense Continuing operations Discontinued operations Sale of business At end of period $m 7,096 388 344 16 (767) (28) (640) 6,409 $m 103 47 - - (52) - - 98 $m 7,199 435 344 16 (819) (28) (640) 6,507 $m 7,176 183 568 30 (750) (111) - 7,096 1 Includes reasonably certain options and remeasurements, net of leases terminated. Set out below are the carrying amounts of recognised lease liabilities and movements during the period: At beginning of period Additions Other remeasurements1 Continuing operations Discontinued operations Accretion of interest Continuing operations Discontinued operations Payments Continuing operations Discontinued operations Sale of business At end of period Current Non-current 1 Includes reasonably certain options and remeasurements, net of leases terminated. $m 112 25 - - (34) - - 103 2023 $m 8,681 435 352 16 343 29 (1,146) (133) (728) 7,849 820 7,029 TOTAL $m 7,288 208 568 30 (784) (111) - 7,199 2022 $m 8,756 208 587 31 325 38 (1,105) (159) - 8,681 914 7,767 extension options and are exercisable only by the Group and not by the lessors. Extension options are only reflected in the lease liability when it is reasonably certain they will be exercised. When assessing if an option is reasonably certain to be exercised, a number of factors are considered including the option expiry date, whether formal approval to extend the lease has been obtained, store trading performance and the strategic importance of the site. Where a lease contains multiple extension options, only the next option is considered in the assessment. Option periods range from 1 to 15 years. Of the Group’s lease portfolio, 92% of leases have extension options (2022: 70%). Of those leases, 8%1 have an extension option included in the calculation of the lease liability at 25 June 2023 (2022: 30%). The following amounts have been recognised in the Income Statement relating to continuing operations: Depreciation of right-of-use assets Interest expense on lease liabilities Expenses relating to short-term leases (included in administration expenses) Variable lease payments based on sales (included in administration expenses) Other variable lease payments (included in administration expenses) 2023 $m 819 343 5 70 6 2022 $m 784 325 2 47 3 Total amount recognised in the Income Statement 1,243 1,161 The Group recognised a total gain of $8 million relating to two sale and leaseback transaction during the period (2022: $17 million). Group as lessee The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases (leases with a term of 12 months or less) and leases of low-value assets. The Group recognises lease liabilities to make future lease payments and right-of-use assets representing the right to use the underlying assets from the date the leased asset is available for use by the Group. Each lease payment is apportioned between the liability and financing costs. Financing costs are recognised in the Income Statement over the lease term so as to produce a constant periodic rate of interest on the remaining liability. The right-of-use asset is depreciated on a straight-line basis over the shorter of the asset’s useful life and the lease term (which includes options that are considered ‘reasonably certain’). Payments associated with short-term leases and leases of low-value assets are expensed when incurred in the Income Statement. Cash payments for the principal portion of the lease liability are presented within financing activities in the Cash Flow Statement, while payments relating to short-term leases, low-value assets and variable lease components not included in the measurement of the lease liability are presented within cash flows from operating activities. The maturity analysis of lease liabilities is disclosed in Note 4.2 Financial risk management. Lease liabilities are initially measured at net present value and comprise the following: Variable lease payments based on sales A number of the Group’s retail property lease agreements contain variable payment terms that are linked to sales. These lease payments are based on a percentage of sales recorded by a particular store. The specific percentage rent adjustment mechanism varies by individual lease agreement. Variable payment terms are used for a variety of reasons, including minimising the fixed costs base for newly established stores. Variable lease payments are recognised in profit or loss in the period in which the • fixed payments (including in-substance fixed payments), less any lease incentives • variable lease payments based on an index or rate, using the index or rate at the commencement date • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option • payment of termination penalties if the lessee is reasonably certain to terminate the lease and incur penalties. condition that triggers those payments occurs and are generally payable for future periods in the lease term. If the interest rate implicit in the lease cannot be readily determined, the lease payments are discounted using the lessee’s The following provides information on the Group’s variable lease payments, including the magnitude in relation to fixed payments: incremental borrowing rate at the lease commencement date. 2023 2022 FIXED VARIABLE FIXED VARIABLE PAYMENTS PAYMENTS TOTAL PAYMENTS PAYMENTS $m 614 $m 70 $m 684 $m 587 $m 47 TOTAL $m 634 Leases with lease payments based on sales 98 1 75% of these leases contain one or more future extension options not included in the lease liability (2022: 54%). 99 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 2.7 Leases (continued) Group as lessee (continued) Right-of-use assets are measured at cost and comprise the following: • the initial measurement of the lease liability • any lease payments made at or before the commencement date, less any lease incentives received • any initial direct costs • any restoration costs 2.8 Trade and other payables Trade and other payables are comprised of the following: Trade payables Other payables Total trade and other payables 2023 $m 3,281 1,153 4,434 2022 $m 3,211 1,124 4,335 Trade payables are non-interest-bearing and are recognised initially at fair value and subsequently measured at amortised cost Right-of-use assets are also subject to impairment testing. Refer to the accounting policies in Note 4.1 Impairment of non-financial using the effective interest method. assets. Key estimate: Incremental borrowing rate If the Group cannot readily determine the interest rate implicit in the lease, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR requires estimation when no observable rates are available or when adjustments need to be made to reflect the terms and conditions of the lease. The Group estimates the IBR using observable market inputs when available and is required to make certain estimates specific to the Group (such as credit risk). Key judgement: Determining the lease term Extension options are included in the majority of property leases across the Group. In determining the lease term, all facts and circumstances that create an economic incentive to exercise an extension option are considered. 2.9 Provisions Current Employee benefits Restructuring provision Self-insurance liabilities Other Total current provisions Non-current Employee benefits Restructuring provision Self-insurance liabilities Extension options are only included in the lease term if the lease is reasonably certain to be exercised. The assessment Total non-current provisions 2023 $m 2022 $m 736 37 110 22 905 65 52 259 376 716 6 114 18 854 72 96 256 424 is reviewed if a significant event or change in circumstance occurs which affects this assessment and is within the control of the Group. Changes in the assessment of the lease term are accounted for as a reassessment of the lease liability at the date of the change. Group as lessor The Group leases out some of its freehold properties and sub-leases some of its right-of-use assets. The Group has classified these leases as operating leases because they do not transfer all of the risks and rewards incidental to ownership of the assets. The undiscounted lease payments to be received are set out below: Within one year Between one and five years More than five years Total 2023 $m 18 46 35 99 2022 $m 29 59 37 125 Rental income is accounted for on a straight-line basis over the lease term and is included in ‘Other operating revenue’ in the Income Statement. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Variable lease income not dependent on an index or rate is recognised as revenue in the period in which it is earned. The Group recognised income of $20 million for the period with respect to subleasing of its right-of-use assets (2022: $19 million). Movements in restructuring, self-insurance, and other provisions At beginning of period Arising during the period Utilised Unused amounts reversed Unwind / changes in discount rate At end of period Current Non-current RESTRUCTURING INSURANCE OTHER TOTAL SELF- $m 102 1 (14) - - 89 37 52 $m 370 120 (103) (22) 4 369 110 259 $m 18 5 (1) - - 22 22 - $m 490 126 (118) (22) 4 480 169 311 100 101 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 2.9 Provisions (continued) Provisions are: 3. Capital • recognised when the Group has a legal or constructive obligation as a result of a past event, it is probable that cash will be This section provides information relating to the Group’s capital structure and financing. required to settle the obligation and the amount can be reliably estimated; • measured at the present value of the estimated cash outflow required to settle the obligation. Where a provision is non-current, and the effect is material, the nominal amount is discounted. The discount is recognised as a financing cost in the Income Statement. PROVISION Employee benefits Provisions for employee entitlements to annual leave, long service leave and employee incentives (where the Group does not have an unconditional right KEY ESTIMATES Employee benefits provisions are based on a number of estimates including, but not limited to: to defer payment for at least twelve months after the reporting date) are • expected future wages and salaries recognised within the current provision for employee benefits and represent the amount which the Group has a present obligation to pay, resulting from employees’ services up to the reporting date. All other short-term employee benefit obligations are presented as payables. • attrition (applicable to long service leave provisions only) • discount rates • expected salary related payments, Liabilities for long service leave where the Group has an unconditional right interest and on-costs following a to defer payment for at least twelve months after the reporting date are review of the pay arrangements for recognised within the non-current provision for employee benefits. award-covered salaried team Self-insurance The Group is self-insured for workers compensation and certain general liability risks. The Group seeks external actuarial advice in determining members Self-insurance provisions are based on a number of estimates including, but not limited to: self-insurance provisions. Provisions are discounted and are based on claims • discount rates reported and an estimate of claims incurred but not reported. These estimates are reviewed bi-annually, and any reassessment of these estimates will impact self-insurance expense. Restructuring Restructuring provisions are recognised when restructuring has either commenced or has raised a valid expectation in those affected, and the Group has a detailed formal plan identifying: • the business or part of the business impacted • the location and approximate number of employees impacted • an estimate of the associated costs • the timeframe for restructuring activities • future inflation • average claim size • claims development • risk margin Restructuring provisions are based on a number of estimates including, but not limited to: • number of employees impacted • employee tenure and costs • restructure timeframes • discount rates The Group’s capital management strategy aims to ensure the Group has continued access to funding for current and future business activities by maintaining a mix of equity and debt financing, while maximising returns to shareholders. The Group’s objective is to maintain investment grade credit metrics to optimise the weighted average cost of capital over the long term, enable access to long term debt capital markets and build investor confidence. The Directors consider the capital structure at least twice a year and provide oversight of the Group’s capital management. Capital is managed through the following: • repaying or raising debt in line with ongoing business requirements and growth opportunities aligned with the Group’s strategic objectives • amount of ordinary dividends paid to shareholders • raising and returning capital. 3.1 Interest-bearing liabilities Non-current Bank debt Capital market debt Total non-current interest-bearing liabilities 2023 $m 72 1,046 1,118 2022 $m 50 1,045 1,095 Interest-bearing loans and borrowings are initially recorded at fair value, net of attributable transaction costs. Subsequent to initial recognition, interest-bearing loans and borrowings are measured at amortised cost using the effective interest method. Gains and losses are recognised in the Income Statement when the liabilities are derecognised. 3.2 Contributed equity and reserves Contributed equity Contributed equity represents the number of ordinary shares on issue less shares held in trust by the Group. Ordinary shares on issue are fully paid and carry one vote per share and the right to dividends. Shares held in trust are ordinary shares that have been repurchased by the Group and are being held to satisfy employee equity incentive plans. Incremental costs directly attributable to the issue of new shares are recognised as a deduction from equity, net of any related income tax benefit. The following reconciliation shows the total number of ordinary shares on issue less the shares held in trust: Share Capital At beginning of period Issue of shares to satisfy the dividend reinvestment plan Issue of shares to satisfy the employee equity incentive plans Issue of shares to satisfy the employee share purchase plan 2023 m $m 2022 m $m 1,336.1 1,695 1,333.9 1,655 1.1 1.0 0.2 18 18 2 0.9 1.3 - 16 24 - At end of period 1,338.4 1,733 1,336.1 1,695 Shares held in trust At beginning of period Purchase of shares to satisfy the employee equity incentive plans Issue of shares to satisfy the employee equity incentive plans Transfer of shares to employees under the employee equity incentive plan Transfers At end of period Total contributed equity (3.5) (2.8) (1.0) 2.3 - (5.0) 1,333.4 (59) (50) (18) 38 - (3.7) - (1.3) 1.5 - (89) 1,644 (3.5) 1,332.6 (70) - (24) 21 14 (59) 1,636 102 103 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 3.2 Contributed equity and reserves (continued) Cash flow hedge reserve The hedging reserve records the portion of the gain or loss on a cash flow hedging instrument that is determined to be in an effective hedge relationship. The effective portion of the gain or loss on the hedging instrument is recognised in Other Comprehensive Income within the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Income Statement. Share-based payments reserve The share-based payments reserve reflects the fair value of awards recognised as an expense in the Income Statement. 3.3 Dividends paid and proposed The Company considers current earnings, future cash flow requirements, targeted credit metrics and availability of franking credits in determining the amount of dividends to be paid. Dividends are recognised as a liability in the Balance Sheet in the period in which they are determined by the Board. Fully franked dividends determined and paid during the period Paid final dividend Paid interim dividend Fully franked dividends proposed and unrecognised at reporting date1 Final dividend proposed CENTS PER SHARE TOTAL $m 2023 2022 2023 2022 30.0 36.0 66.0 30.0 30.0 28.0 33.0 61.0 30.0 30.0 401 482 883 4021 4021 373 441 814 401 401 1 Estimated final dividend payable, subject to variations in the number of shares up to the record date. The Company operates a Dividend Reinvestment Plan (‘DRP’) under which eligible holders of ordinary shares are able to reinvest all or part of their dividend payments into additional fully paid Coles Group Limited shares. Franking account Total franking credits available for subsequent periods based on a tax rate of 30% (2022: 30%) 2023 $m 549 2022 $m 558 4. Financial Risk This section details the Group’s exposure to various financial risks, explains how these risks may impact the Group’s financial performance or position, and details the Group’s approach to managing these risks. 4.1 Impairment of non-financial assets The Group tests property, plant and equipment and intangible assets for impairment to ensure they are not carried above their recoverable amounts: • at least annually for goodwill • where there is an indication that assets may be impaired (which is assessed at least at each reporting date). These tests are performed by assessing the recoverable amount of each individual asset or, if this is not possible, the recoverable amount of the cash generating unit (‘CGU’) to which the asset belongs. CGUs are the lowest levels at which assets are grouped and generate separately identifiable cash inflows. The recoverable amount, measured at the asset or CGU level, is the higher of fair value less costs of disposal (‘FVLCOD’), or value in use (‘VIU’). A discounted cash flow model is used to determine the recoverable amount under both FVLCOD and VIU. FVLCOD is based on a market participant approach and is estimated using assumptions that a market participant would use when pricing the asset or CGU. VIU is determined by discounting the future cash flows expected to be generated from the continuing use of an asset or CGU. Key estimate: Assessment of recoverable amount FVLCOD valuations are considered Level 3 in the fair value hierarchy due to the use of unobservable inputs in the calculation. The assumptions represent management’s assessment of future trends in the relevant industry and have been based on historical data from both external and internal sources. VIU calculation represent management’s best estimate of the economic conditions that will exist over the remaining useful life of the asset or CGU in its current condition. Both FVLCOD and VIU calculations use judgements and estimates. In particular, significant judgements and estimates are made in relation to the following: Forecast future cash flows Forecast future cash flows are based on the Group’s latest Board approved internal five-year forecasts and reflect management’s best estimate of income, expenses, capital expenditure and cash flows for each asset or CGU. Internal forecasts have considered the ongoing impacts of the cost of living on income and expenses. Changes in selling prices and direct costs are based on past experience and management’s expectation of future changes in the markets in which the Group operates. In addition, consideration has been given to the potential financial impacts of climate change related risks on the carrying value of goodwill through a qualitative review of the Group’s climate change risk assessment. This review did not identify any material financial reporting impacts. When calculating the FVLCOD of an asset or CGU, future forecast cash flows also incorporate reasonably available market participant assumptions such as enhancement capital expenditure. Discount rates Estimated future cash flows are discounted to their present value using discount rates that reflect the Group’s weighted average cost of capital, adjusted for risks specific to the asset or CGU. The rates have been calculated in conjunction with independent valuation experts. Expected long-term growth rates Cash flows beyond the five-year period are extrapolated using estimated long-term growth rates. The growth rates are based on historical performance as well as expected long-term market operating conditions specific to each asset or CGU and with reference to long-term average industry growth rates. Growth rates have been calculated with the assistance of independent valuation experts. The judgements and estimates used in assessing impairment are best estimates based on current and forecast market conditions and are subject to change in the event of shifting economic and operational conditions. Actual cash flows may therefore differ from forecasts and could result in changes to impairment recognised in future periods. 104 105 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 4.1 Impairment of non-financial assets (continued) 4.2 Financial risk management (continued) Net impairment reversal for the current and prior period is included in ‘Administration expenses’ in the Income Statement as it In the normal course of business, the Group is exposed to various risks as set out below: relates to the day-to-day management of the Group’s freehold property portfolio and other non-financial assets. 2023 OTHER NON- FINANCIAL 2022 OTHER NON- FINANCIAL PROPERTY ASSETS TOTAL PROPERTY ASSETS TOTAL $m (32) 46 14 $m (3) - (3) $m (35) 46 11 $m (4) 24 20 $m (10) 1 (9) $m (14) 25 11 Impairment Reversal Net impairment reversal/ (impairment) Recognised impairment RISK Market risks EXPOSURE MANAGEMENT Interest rate risk The Group’s exposure to interest rate The Group manages interest rate risk by having access to both risk relates primarily to interest- fixed and variable debt facilities. In line with the Policy, this risk is bearing liabilities where interest is further managed by hedging a portion of the variable rate debt charged at variable rates. exposures with derivative financial instruments to convert floating rate debt obligations to fixed rate obligations. Foreign exchange risk The Group has exposure to foreign To manage foreign currency transaction risk, the Group hedges exchange risk principally arising material foreign currency denominated expenditure at the time from purchases of inventory and of the commitment and hedges a proportion of foreign currency capital equipment denominated in denominated forecast exposures (mainly relating to the purchase foreign currencies. of inventory) through the use of forward foreign exchange contracts. An impairment loss is recognised in the Income Statement if the carrying amount of an asset or a CGU exceeds its recoverable Commodity price risk The Group is exposed to changes in To mitigate the variability of wholesale electricity prices, the amount. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill commodity prices in respect to the Group utilises Power Purchase Arrangements (‘PPAs’) and allocated to the CGU and then to reduce the carrying amount of other assets in the CGU. price of electricity. electricity swaps. Reversal of impairment Where there is an indication that previously recognised impairment losses may no longer exist or may have decreased, the asset is re-tested for impairment. The impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment been recognised. Impairments recognised for goodwill are not reversed. Goodwill impairment testing For the purpose of impairment testing, goodwill is allocated to CGUs or groups of CGUs according to the level at which management monitors goodwill. The FVLCOD valuation methodology was applied to determine the recoverable amount of CGUs. The following table presents a summary of the goodwill allocation and the key assumptions used in determining the recoverable amount of each CGU: Goodwill allocation ($m) Indefinite life intangible assets ($m) Post-tax discount rate (%) Terminal growth rate (%) 2023 2022 SUPERMARKETS LIQUOR SUPERMARKETS LIQUOR EXPRESS 986 - 7.5% 2.0% 129 31 7.5% 2.0% 986 - 7.6% 2.8% 129 29 7.6% 2.8% 45 - 7.9% nil Sensitivity analysis is performed to determine the point at which the recoverable amount is equal to the carrying amount for each CGU. For the Group’s CGUs, based on current economic conditions and CGU performance, no reasonably possible change in a key assumption used in the determination of the recoverable value is expected to result in a material impairment. 4.2 Financial risk management The following note outlines the Group’s exposure to and management of financial risks. These arise from the Group’s requirement to access financing (bank debt, capital market debt and overdrafts), from the Group’s operational activities (cash, trade receivables and payables) and from instruments held as part of the Group’s risk management activities (derivative financial instruments). The Group’s financial risk management is carried out by the Group Treasury function and governed by the Board-approved Treasury Policy (‘the Policy’). The Policy strictly prohibits speculative positions to be taken. Management of financial risks is undertaken by the Group in line with its risk management principles and includes the following key steps: risk identification, risk measurement, setting risk tolerances and hedging objectives, strategy design and strategy implementation. The Policy requires periodic reporting of financial risks to the Board, and its application is subject to oversight from the Chief Financial Officer and the Chairman of the Audit and Risk Committee. The Policy allows the use of various derivatives to hedge financial risks and provides guidance in relation to volume and tenor of these instruments. 106 Liquidity risk The Group is exposed to liquidity Liquidity risk is measured under both normal market operating and funding risk from operations conditions and under a crisis situation which curtails cash flows for and external borrowings. an extended period. This approach is designed to ensure that the Liquidity risk is the risk that unforeseen events cause pressure Group’s funding framework is sufficiently flexible to ensure liquidity under a wide range of market conditions. on, or curtail, the Group’s cash flows. The Group regularly reviews its short, medium and long-term Funding risk is the risk that sufficient funds will not be available to meet the Group’s financial commitments in a timely manner. funding requirements. The Policy requires that sufficient committed funds are available to meet medium term requirements, with flexibility and headroom in the event a strategic opportunity should arise. The Group maintains a liquidity reserve in the form of undrawn facilities of at least $1 billion. Credit risk The Group is exposed to credit risk The majority of the Group’s sales are on a cash basis, and the from its financing activities, Group’s exposure to credit risk from customer sales is minimal. including deposits with financial institutions and other financial instruments. With respect to credit risk arising from cash and cash equivalents, trade and other receivables and certain derivative instruments, the Group’s exposure arises from default of the counterparty. The Group’s trade and other receivables relate largely to commercial income due from suppliers and other receivables from creditworthy third parties. Counterparty limits, credit ratings and exposures are actively managed in accordance with the Policy. The Group’s exposure to bad debts is not significant, and default rates have historically been very low. The credit quality of trade and other receivables neither past due nor impaired has been assessed as high on the basis of credit ratings (where available) or historical information Credit risk for the Group also arises about counterparty default. from various financial guarantees in which members of the Group act as guarantor. Since the Group trades only with recognised creditworthy third parties, there is no requirement for collateral by either party. The carrying amount of trade and other receivables and other financial assets in the Balance Sheet represents the Group’s maximum exposure to credit risk. There is also exposure to credit risk where members of the Group have entered into guarantees, however the probability of being required to make payments under these guarantees is considered remote. Refer to Note 6.2 Contingencies for further details. 107 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 4.2 Financial risk management (continued) Foreign exchange risk 4.2 Financial risk management (continued) Interest rate risk The Group is primarily exposed to foreign exchange risk in relation to the United States dollar (USD), the Euro (EUR) and the British At the reporting date, the Group has the following financial assets and liabilities exposed to variable interest rate risk that, with the Pound (GBP). The Group considers its exposure to USD, EUR and GBP arising from purchases to be a long-term and ongoing exception of interest rate swaps, are not designated as cash flow hedges: exposure that is highly probable. The table below sets out the total forward exchange contracts at the reporting date and the carrying value of the derivative asset / (liability) positions: NOTIONAL VALUE CARRYING VALUE HEDGE RATE WEIGHTED AVERAGE BUY / SELL USD / AUD EUR / AUD GBP / AUD AUD / USD 2023 2022 $m 103 197 38 (8) $m 82 208 37 (3) 2023 $m 2 5 1 (0) At the reporting date, the Group has the following exposures to USD, EUR and GBP: USD $m EUR €m 2022 2023 2022 $m 3 (10) (1) - 0.72 0.61 0.54 0.71 0.68 0.62 0.54 0.67 GBP £m Financial assets Cash and cash equivalents Trade receivables Forward exchange contracts Financial liabilities Trade and other payables Forward exchange contracts Net exposure 2023 2022 2023 2022 2023 2022 5 10 71 (68) (6) 12 3 13 59 (65) (2) 8 - - 1231 (28) - 95 - - 127 (33) - 94 - - 21 (3) - 18 - - 20 (6) - 14 1 EUR forward exchange contracts of $56 million (2022: $86 million) relate to capital commitments. The remaining contracts hedge current and future trade payables denominated in EUR. Foreign exchange rate sensitivity At the reporting date, had the Australian dollar moved against the USD, EUR and GBP (with all other variables held constant), the Group’s post-tax profit and OCI would have been affected by the change in value of its financial assets and financial liabilities. The following sensitivities are based on the foreign exchange risk exposures in existence at the reporting date and the determination of reasonably possible movements based on management’s assessment of reasonable fluctuations: RATE CHANGE AUD / USD AUD / EUR AUD / GBP +10% -10% +10% -10% +10% -10% POST-TAX PROFIT POST-TAX OCI INCREASE/(DECREASE): INCREASE/(DECREASE): 2023 $m 2022 $m 1 (1) - - - - 2 (2) 1 (1) - - 2023 2022 $m (2) 3 (10) 12 (2) 3 $m (2) 3 (10) 13 (2) 2 Financial assets Cash at bank and on deposit Financial liabilities Bank debt Capital market debt Less: interest rate swaps (notional principal amount) Net exposure to cash flow interest rate risk Interest rate sensitivity 2023 2022 WEIGHTED AVERAGE WEIGHTED AVERAGE EXPOSURE INTEREST RATE EXPOSURE INTEREST RATE $m 86 (75) (150) 150 11 % 3.4 (5.5) (4.9) (2.0) $m 30 (50) (150) 150 (20) % 0.5 (2.1) (2.1) 1.3 A 100 basis point increase represents management’s assessment of the reasonably possible change in interest rates. Based on the variable interest rate exposures in existence at the reporting date, if interest rates increased by 100 basis points, with all other variables held constant, the impact would be: Impacts of reasonably possible movements: +1.0% (100 basis points) Liquidity risk POST-TAX PROFIT POST-TAX OCI INCREASE/(DECREASE): INCREASE/(DECREASE): 2023 $m 2022 $m 2023 $m 2022 $m - - 2 3 The Group aims to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and bank debt with a variety of counterparties. The committed facilities of the Group are set out below: Financing facilities available: Bank overdrafts Revolving multi-option facilities Financing facilities utilised: Revolving multi-option facilities Guarantees issued1 Financing not utilised: Bank overdrafts Revolving multi-option facilities1 2023 $m 13 2,715 2,728 75 350 425 13 2,290 2,303 2022 $m 13 2,715 2,728 50 333 383 13 2,332 2,345 1 As of 25 June 2023, bank guarantees totalling $350 million (2022: $333 million) have been issued on behalf of the Group through the revolving multi-option facilities. While the Company has entered into these guarantees, the probability of having to make payments under these guarantees is considered remote. The Group holds $597 million cash and cash equivalents at the reporting date (2022: $589 million). Maturity analysis The table below sets out the Group’s financial liabilities across the relevant maturity periods based on their contractual maturity date. At the reporting date, the remaining undiscounted contractual maturities of the Group’s financial liabilities and their carrying amounts are as follows: 108 109 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 4.2 Financial risk management (continued) < 12 MONTHS 1-2 YEARS 2-5 YEARS > 5 YEARS CASH FLOWS AMOUNT $m $m $m $m $m $m TOTAL CONTRACTUAL CARRYING 4.3 Financial instruments Financial assets and liabilities measured at fair value The following table sets out the fair value measurement hierarchy of the Group’s derivative financial instruments: 4,427 125 1,188 10,978 11 4,427 74 1,050 7,849 10 Cash flow hedges Forward exchange contracts Interest rates swaps Electricity swaps Power Purchase Arrangement 16,729 13,410 Total FAIR VALUE HIERACHY Level 2 Level 2 Level 2 Level 3 2023 2022 ASSET LIABILITY ASSET LIABILITY $m 8 7 - 21 36 $m (1) - - (10) (11) $m 4 7 15 48 74 $m (11) - (13) (38) (62) 2023 Trade and other payables (less accrued interest) Bank debt (principal and interest) Capital market debt (principal and interest) Lease liabilities Power Purchase Arrangement Total 2022 Trade and other payables (less accrued interest) Bank debt (principal and interest) Capital market debt (principal and interest) Lease liabilities Interest rate swaps Forward exchange contracts Electricity swaps Power Purchase Arrangement 4,427 16 28 1,175 6 5,652 4,330 12 24 - 16 28 1,178 5 1,227 - 11 24 - 93 504 3,299 - 3,896 - 59 512 1,288 1,285 3,653 2 7 13 18 2 1 - 12 1 - - 8 - - 628 5,326 - 5,954 - - 642 5,599 - - - - 4,330 82 1,202 11,825 5 8 13 38 4,330 52 1,049 8,681 (7) 8 13 38 Total 5,694 1,335 4,233 6,241 17,503 14,164 For variable rate instruments, the amount disclosed is determined by reference to the interest rate at the last re-pricing date. Contractual cash flows are undiscounted and as such will not necessarily agree with their carrying amounts. Changes in liabilities arising from financing activities AT BEGINNING CHANGES IN LEASES AT END OF PERIOD CASH FLOWS FAIR VALUE RECOGNISED OTHER OF PERIOD NOTE $m The Group measures certain financial instruments, such as derivatives, at fair value at each reporting date. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic interest. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole. LEVEL 1 LEVEL 2 LEVEL 3 Fair value is calculated using quoted prices in active markets for identical assets or liabilities Fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) Fair value is estimated using inputs for the asset or liability that are not based on observable market data (unobservable inputs) For financial instruments that are carried at fair value on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. 2023 Bank debt Capital market debt Lease liabilities Derivatives Total liabilities from financing activities 2022 Bank debt Capital market debt Lease liabilities Derivatives Total liabilities from financing activities 3.1 3.1 2.7 4.3 3.1 3.1 2.7 4.3 $m 23 - (1,279) - 50 1,045 8,681 62 9,838 (1,256) 98 1,044 8,756 42 (50) - (1,264) (22) 9,940 (1,336) $m - - - (51) (51) - - - 42 42 $m - - 793 - $m $m Derivatives (1) 1 (346) - 72 1,046 7,849 11 The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Foreign exchange forward contracts, interest rate swap contracts, electricity swap contracts and power purchase agreements are valued using forward pricing techniques. This includes the use of market observable inputs, such as foreign exchange spot and forward rates, yield curves of the respective currencies, interest rate curves and electricity futures. In addition, the valuation of the power purchase arrangement includes an unobservable input relating to forward electricity price 793 (346) 8,978 - - 826 - 826 2 1 363 - 50 1,045 8,681 62 366 9,838 assumptions. Carrying amounts versus fair values The carrying amount and fair value of financial assets and liabilities recognised in the financial statements are materially the same unless stated below: Financial liabilities Capital market debt CARRYING AMOUNT FAIR VALUE 2023 $m 2022 $m 2023 $m 2022 $m 1,046 1,045 913 892 110 111 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 4.3 Financial Instruments (continued) Offsetting of financial assets and liabilities 5. Group Structure The Group presents its financial assets and liabilities on a gross basis except where there is an enforceable legal right to offset and This section provides information relating to subsidiaries and other material investments of the Group. there is an intention to settle on a net basis. Commercial income due from suppliers is recognised within trade receivables, except in cases where the Group has a legally enforceable right of set-off and the intention to settle on a net basis, in which case only the net amount receivable or payable is 5.1 Equity accounted investments recognised. OWNERSHIP INTEREST The following table sets out the Group’s financial assets and financial liabilities which have been offset in the Balance Sheet at the NAME OF COMPANY PRINCIPAL ACTIVITY PLACE OF TYPE 2023 2022 reporting date: 2023 Trade and other receivables Trade and other payables 2022 Trade and other receivables Trade and other payables Hedge accounting GROSS FINANCIAL ASSETS / (LIABILITIES) NET FINANCIAL GROSS FINANCIAL (LIABILITIES) / ASSETS ASSETS / (LIABILITIES) $m 740 (4,569) 605 (4,470) SET-OFF $m (135) 135 (135) 135 PRESENTED IN THE BALANCE SHEET $m 605 (4,434) 470 (4,335) Where the Group undertakes a hedge transaction it documents at the inception of the transaction the type of hedge, the relationship between hedging instruments and hedged items and its risk management objective and strategy for undertaking the hedge. The documentation also demonstrates, both at hedge inception and on an ongoing basis, that the hedge has been, and is expected to continue to be, highly effective. The Group uses derivative financial instruments for cash flow hedging purposes and designates them as such. Loyalty Pacific Pty Ltd Operator of the Flybuys Australia Joint Venture loyalty program Queensland Venue Operator of Spirit Hotels Australia Associate 50% 50% 50% 50% INCORPORATION Co. Pty Ltd (‘QVC’) and Queensland retail liquor business A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. An associate is an entity that is not controlled or jointly controlled by the Group, but over which the Group has significant influence. The Group accounts for its investments in joint ventures and associates using the equity method of accounting. Under the equity method, the investment in a joint venture or associate is initially recognised at cost. Thereafter, the carrying amount of the investment is adjusted to recognise the Group’s share of profit after tax of the joint venture or associate, which is recognised in profit or loss. The Group’s share of OCI is recognised within Other Comprehensive Income. Dividends received from a joint venture or associate reduce the carrying amount of the investment. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss for its investment in a joint venture or associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture or associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture or associate and its carrying value. Any impairment loss will be recognised within ‘share of net profit of equity accounted investments’ in the Income Statement. Cash flow hedge Derivatives or other financial instruments that hedge the exposure to variability in cash flows attributable to a particular risk associated with an asset, liability or forecast transaction. Key judgement: Control and significant influence The Group uses cash flows hedges to mitigate the risk of variability of: • future cash flows attributable to foreign currency fluctuations over the hedging period where the Group has highly probable purchase or settlement commitments denominated in foreign currencies; The Group has a number of management agreements relating to its joint venture and associate investments which it considers when determining whether it has control, joint control or significant influence. The Group assesses whether it has the power to direct the relevant activities of the investee by considering the rights it holds to appoint or remove key management and the decision-making rights and scope of powers specified in the agreements. • interest rate fluctuations over the hedging period where the Group has variable rate debt Loyalty Pacific Pty Ltd obligations; and Recognition date Measurement • energy commodity price fluctuations over the hedging period. The date the hedging instrument is entered into. Fair value. A reconciliation of the carrying amount of the Group’s investment in Loyalty Pacific Pty Ltd is set out below: Changes in fair value Changes in the fair value of derivatives designated as cash flow hedges are recognised directly in OCI and accumulated in equity in the hedging reserve to the extent that the hedge is highly effective. To the extent that the hedge is ineffective, changes in fair value are recognised immediately in the Income Statement. At beginning of period Additions Loss for the period At end of period 2023 $m 18 14 (13) 19 2022 $m 19 6 (7) 18 112 113 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 5.1 Equity accounted investments (continued) Queensland Venue Co. Pty Ltd 5.3 Discontinued operations The Group presents as discontinued operations any component of the Group that has either been disposed of or is classified as In FY19, the Company entered into an incorporated joint venture with Australian Venue Co. (‘AVC’) for the operation of Spirit Hotels held for sale, and: (the ‘Hotel business’) and the retail liquor stores linked to Spirit Hotels venues (collectively the ‘Retail Liquor business’). An • represents a separate major line of business or geographical area of operations; incorporated joint venture company, QVC was established. Under the joint venture documents, the Company holds all R-shares in QVC and operates the Retail Liquor business through its wholly-owned subsidiary, Liquorland (Australia) Pty. Ltd. (‘LLA’). • is part of a single coordinated plan to dispose of a separate major line of business, or geographical area of operations; or • is a subsidiary acquired exclusively with a view to resale. For accounting purposes, LLA is considered the principal in relation to retail liquor sales due to its exposure to the economic risks and benefits associated with the Retail Liquor business. Accordingly, LLA recognises revenue from retail liquor sales by QVC directly Express discontinued operation in its Income Statement. Revenue recognised by QVC relates solely to Spirit Hotels. Furthermore, due to the application of service fees and cost recoveries between the Company and QVC, net profit relating to the Retail Liquor business as recognised by QVC is nominal. A reconciliation of the carrying amount of the Group’s investment in QVC is set out below: At beginning of period Additions Profit for the period At end of period 5.2 Assets held for sale 2023 $m 201 - - 201 2022 $m 201 - - 201 At 25 June 2023, four of the Group’s properties with a total carrying value of $127 million have been classified as held for sale (2022: four of the Group’s properties with a total carrying value of $82 million). The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. They are measured at the lower of their carrying amount and fair value less costs to sell. The criteria for held for sale classification is met only when the sale is highly probable, and the asset or disposal group is available On 1 May 2023, the Group completed the sale of its fuel and convenience retailing business to Viva Energy Group Limited for $319 million (proceeds of $300 million and working capital adjustment of $19 million). The agreement allows the Group to focus on growing its omnichannel supermarket and liquor businesses. The business disposed of was previously presented as the Express reportable segment. Analysis of profit from discontinued operations The profit/loss from discontinued operations for the reporting period to 1 May 2023 are set out below: Sales revenue Other operating revenue Total operating revenue Expenses Depreciation and Amortisation1 Earnings before interest and tax (EBIT) before sale of business Loss on sale of Express business Earnings before interest and tax (EBIT) Financing costs Profit before income tax Income tax expense 2023 $m 988 246 1,234 (1,070) (35) 129 (18) 111 (27) 84 (28) 56 4.2 4.2 2022 $m 1,132 273 1,405 (1,224) (139) 42 - 42 (36) 6 (3) 3 0.2 0.2 for immediate sale in its present condition. A sale is considered highly probable when actions required to complete the sale Profit for the period from discontinued operations indicate that it is unlikely significant changes to the sale will be made or that the decision to sell will be withdrawn, and where EPS attributable to equity holders of the Company from discontinued operations: management is committed to a plan to sell the asset and the sale is expected to be completed within one year from the date of the classification. Basic EPS (cents) Diluted EPS (cents) 1 Depreciation and amortisation ceased from the date the assets were held for sale, including the depreciation on right of use assets. Depreciation and amortisation not recognised in FY23 up to the date of sale was $83 million of which $66 million relates to the right of use assets. Cash flows from/(used in) discontinued operations The condensed cash flows from/(used in) discontinued operations during the period to 1 May 2023 are set out below: Net cash inflow from operating activities Net cash inflow/(outflow) from investing activities Net cash outflow from financing activities Net increase in cash and cash equivalents from discontinued operations 1 Includes $319 million consideration for the sale of the Express business. Loss on sale Total consideration Book value of net assets disposed Transaction costs Loss on sale before income tax1 Income tax benefit Loss on sale after tax 2023 2022 $m 113 2671 (104) 276 $m 142 (15) (121) 6 1 MAY 2023 $m 319 (321) (16) (18) 2 (16) 1 Depreciation and amortisation ceased from the date the assets were held for sale, including the depreciation on right of use assets. Depreciation and amortisation not recognised in FY23 up to the date of sale was $83 million of which $66 million relates to the right of use assets. 114 115 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 5.4 Subsidiaries 5.4 Subsidiaries (continued) The ultimate parent of the Group is Coles Group Limited, a company incorporated in Australia. Subsidiaries are consolidated from Deed of Cross Guarantee the date of acquisition, being the date Coles Group Limited obtains control, and continue to be consolidated until the date control ceases. Control exists where the Group has the power to govern the financial and operating policies of the entity in order to obtain benefits from its activities. Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 (‘ASIC Instrument’) the wholly-owned subsidiaries listed on the previous page (*) are relieved from the Corporations Act 2001 (Cth) requirements for preparation, audit and lodgement of financial reports, and Directors’ Reports. Together with Coles Group Limited, the entities represent a ‘Closed Group’ Set out below are the subsidiaries of the Group. All entities were incorporated in Australia and wholly-owned unless stated for the purposes of the ASIC Instrument. As a condition of the ASIC Instrument, the Company and the subsidiaries listed on the previous page (*) have entered into a Deed of Cross Guarantee (‘the Deed’). The effect of the Deed is that the Company guarantees to pay any deficiency in the event of winding up any controlled entity in the Closed Group, or if they do not meet their obligations under the terms of any overdrafts, loans, leases or other liabilities subject to the guarantee. The controlled entities in the Closed Group have also given a similar guarantee in the event that the Company is wound up or if it does not meet its obligations under the terms of any overdrafts, loans, leases or other liabilities subject to the guarantee. An Income Statement and retained earnings and a Balance Sheet, comprising the Company and controlled entities which are a party to the Deed at the reporting date, after eliminating all transactions between the parties to the Deed, for the period are set otherwise. Andearp Pty Ltd Australian Liquor Group Ltd * Coles Group Superannuation Fund Pty Ltd Coles Group Supply Chain Pty Ltd * BetaElementCo Pty Ltd (formally CSA Retail (Finance) Pty Ltd) Coles Group Treasury Pty Ltd (formerly Coles Group Payments Pty Ltd) * Coles Online Pty Ltd * Coles Property Management Pty Ltd Coles Supermarkets Australia Pty Ltd * Bi-Lo Pty. Limited * Charlie Carter (Norwest) Pty Ltd Chef Fresh Pty Ltd * CMPQ (CML) Pty Ltd CNSCE Pty Ltd CNSCV Pty Ltd Coles Ansett Travel Pty Ltd (97.5%) Coles Trading (Shanghai) Co. Limited (incorporated in China) out below: Coles WFS Pty Ltd (formerly Wesfarmers Finance Pty Ltd) Eureka Operations Pty Ltd * GBPL Pty Ltd Income Statement and retained earnings Coles Captive Insurance Pte. Ltd. (incorporated in Singapore) Grocery Holdings Pty Ltd * Coles Environmental Services Pty Ltd Katies Fashions (Aust) Pty Limited (formerly Richmond Plaza Shopping Centre Pty Ltd) Coles Export Asia Limited (incorporated in Hong Kong) Liquorland (Australia) Pty. Ltd * Coles Export Australia Pty Ltd (formerly Tooronga Holdings Pty Ltd) * Coles Financial Services Pty Ltd Newmart Pty Ltd Procurement Online Pty Ltd Coles FS Holding Company Pty Ltd (formerly Wesfarmers Retail Ready Operations Australia Pty. Ltd * Finance Holding Company Pty Ltd) Coles Group Deposit Services Pty Ltd Coles Group Finance Limited * Coles Group Properties Holdings Ltd * Coles Group Property Developments Ltd * Tickoth Pty Ltd WFPL Funding Co Pty Ltd WFPL SPV Pty Ltd Entities formed/incorporated or acquired during the financial year CGBV1 Pty Ltd1 Coles Supply Services Pty Ltd*1 Coles Fresh Milk Co. Pty Ltd2 Coles Group Business Venture Pty Ltd1 Property Structures Pty Ltd1 Continuing operations Sales revenue Other operating revenue Total operating revenue Cost of sales Gross profit Other income Administration expenses Share of net loss from equity accounted investments Earnings before interest and tax Financing costs Profit before income tax Income tax expense Profit for the period from continuing operations Discontinued Operations * 1 2 These entities are parties to the Deed of Cross Guarantee (DOCG) and are members of the Closed Group as at 25 June 2023, Coles Supply Services Pty Ltd joined Profit for the period from discontinued operations, after tax the Closed Group on 20 June 2023. Incorporated 21 December 2022 Incorporated 24 March 2023 Profit for the period Items that may be reclassified to profit or loss: Net movement in the fair value of cash flow hedges Income tax effect Other comprehensive income/ (loss) which may be reclassified to profit or loss in subsequent periods Total comprehensive income for the period Retained earnings Retained earnings at beginning of period Chef Fresh retained earnings in opening balance now in Closed Group Profit for the period Dividends paid Retained earnings at end of period CLOSED GROUP 2023 $m 40,483 108 40,591 (30,034) 10,557 163 (8,839) (13) 1,868 (394) 1,474 (425) 1,049 56 1,105 14 (4) 10 1,115 1,468 - 1,105 (883) 1,690 2022 $m 38,237 103 38,340 (28,395) 9,945 86 (8,196) (7) 1,828 (360) 1,468 (422) 1,046 3 1,049 31 (9) 22 1,071 1,245 (12) 1,049 (814) 1,468 116 117 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 5.4 Subsidiaries (continued) Balance Sheet 5.5 Parent entity information Summary financial information for the Company is set out below: Assets Current assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Assets held for sale Other assets Total current assets Non-current assets Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Investment in subsidiaries Investment in joint venture Other assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Lease liabilities Other Total current liabilities Non-current liabilities Interest-bearing liabilities Provisions Lease liabilities Other Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained earnings Total equity CLOSED GROUP 2023 $m 2022 $m 592 616 580 459 2,323 2,448 4 127 96 42 82 121 3,758 3,732 4,980 6,507 2,035 737 190 220 52 14,721 18,479 4,542 903 820 249 6,514 1,118 375 7,029 5 8,527 15,041 3,438 1,644 104 1,690 3,438 4,799 7,194 1,864 820 190 219 174 15,260 18,992 4,425 851 913 312 6,501 1,095 424 7,762 11 9,292 15,793 3,199 1,636 95 1,468 3,199 Profit for the period Dividends received Profit for the period (after dividends) Other comprehensive income Total comprehensive income for the period Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Contributed equity Reserves Retained earnings Total equity 2023 2022 $m 316 - 316 - 316 2023 $m 2,371 5,057 7,428 937 2,769 3,706 1,644 100 1,978 3,722 $m 327 - 327 - 327 2022 $m 3,045 5,088 8,133 1,080 2,778 3,858 1,630 100 2,545 4,275 As at 25 June 2023, the Company has no guarantees in relation to the debts of its subsidiaries (2022: $nil). As at 25 June 2023, the Company has no contingent liabilities (2022: $nil). As at 25 June 2023, the Company has bank guarantees totalling $346 million (2022: $328 million). As at 25 June 2023, the Company has contractual commitments for the acquisition of property, plant and equipment totalling $162 million (2022: $235 million). 118 119 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 6. Unrecognised Items 6.2 Contingencies This section provides information about items that are not recognised in the consolidated financial statements but could potentially have a significant impact on the Group’s financial performance or position in the future. 6.1 Commitments A commitment represents a contractual obligation to make a payment in the future. The Group’s commitments relate to capital expenditure and certain operating leases not recognised. Commitments are not recognised in the Balance Sheet but are disclosed. Capital expenditure commitments of the Group at the reporting date are set out below: Within one year Between one and five years More than five years Total capital commitments for expenditure 2023 2022 $m 268 52 2 322 $m 233 121 - 354 The commitment amounts disclosed above represent the maximum amounts that the Group is obliged to pay. In February 2020, Coles announced it was conducting a review into the pay arrangements for all team members who received a salary and were covered by the General Retail Industry Award 2010 (‘GRIA’). The review assessed the remuneration paid to 15,011 team members against the GRIA. Coles conducted a remediation program, and to date Coles has incurred $13 million of remediation costs. A provision of $37 million (2022: $12 million) is reflected in the FY23 financial statements. Following the announcement in February 2020, the Fair Work Ombudsman (‘FWO’) commenced an investigation into Coles’ pay arrangements for a group of the affected salaried team members covered by the GRIA. In December 2021, the FWO filed proceedings in the Federal Court of Australia which include issues relating to the interpretation and application of various provisions of the GRIA and the Fair Work Act 2009 (Cth). FWO alleges that Coles is obligated to pay a further $108 million in remediation payments to 7,687 team members for the period 1 January 2017 to 31 March 2020. This group is a subset of the award covered salaried employees which were assessed as part of the 2020 review by Coles. Additionally, the period of time covered in the proceedings is a lesser period than the period covered in Coles’ remediation. Following further consideration of the issues as they have evolved, Coles announced on 2 June 2023 that, it intends to conduct a further remediation relating to the reconciliation of available records of the days and hours of work of salaried supermarket managers. A provision of $25 million was subsequently recognised which is included in the provision balance of $37 million noted above. The FWO matter was heard in a seven week trial from 5 June 2023 and judgment is pending. The judgment is expected to include consideration of threshold issues, including interpretation of the GRIA and Fair Work Act provisions. As such, the potential outcome, extent to which further remediation may be necessary, and costs associated with this matter remain uncertain as at the date of At 25 June 2023, the Group also has commitments relating to lease agreements that have not yet commenced. The commitments this report. relate to lease agreements associated with new stores, the Supply Chain Modernisation program and online fulfilment centres. The future lease payments (undiscounted) for non-cancellable periods are set out below: In May 2020, a class action proceeding was filed in the Federal Court of Australia in relation to payment of Coles managers employed in supermarkets. This matter was heard in conjunction with the FWO proceedings and judgment has also been reserved. 2023 2022 The potential outcome and total costs associated with this matter remain uncertain as at the date of this report. Within one year Between one and five years More than five years Total commitments for lease agreements not yet commenced (undiscounted) $m 57 469 1,259 1,785 $m 41 491 1,613 2,145 From time to time, entities within the Group are party to various legal actions as well as inquiries from regulators and government bodies that have arisen in the ordinary course of business. Consideration has been given to such matters and it is expected that the resolution of these contingencies will not have a material impact on the financial position of the Group, or are not at a stage to support a reasonable evaluation of the likely outcome. Key estimate: Contingencies Contingent liabilities are possible obligations whose existence will be confirmed only on the occurrence or non- occurrence of uncertain future events outside the Group’s control, or present obligations that are not recognised because it is not probable that a settlement will be required or the value of such a payment cannot be reliably estimated. 120 121 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 7. Other Disclosures Restricted share offer This section provides other disclosures required by Australian Accounting Standards that are considered relevant employment provisions. During the trading restriction period, Restricted Shares are held in trust by the Trustee on behalf of the Restricted Shares are subject to a continued service condition, a three-year trading restriction period and cessation of to understanding the Group’s financial performance or position. 7.1 Related party disclosures Joint ventures and associates Loyalty Pacific Pty Ltd Sale of goods to members of Flybuys Payments for loyalty program to Loyalty Pacific Pty Ltd Amounts owing to Loyalty Pacific Pty Ltd Queensland Venue Co. Pty Ltd Service fees paid to QVC Amounts receivable from QVC Transactions with Key Management Personnel (KMP) Compensation of KMP of the Group: Short-term employee benefits Post-employment benefits Other long-term benefits Share-based payments Total compensation paid to key management personnel Terms and conditions of transactions with related parties 2023 $m 268 378 240 55 29 2022 $m 199 359 251 56 21 2023 $ 2022 $ 11,418,519 10,903,690 222,526 389,219 193,111 118,652 9,459,571 8,855,257 21,489,835 20,070,710 Sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the reporting date are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. The Group has not recognised a provision for expected credit losses relating to amounts owed by related parties (2022: $nil). 7.2 Employee share plans The Group operates an Equity Incentive Plan (the ‘Plan’) which provides equity instruments to employees as a component of their remuneration. Long Term Incentive (LTI) program Refer to the Remuneration Report for the terms and conditions of the LTI program. employee. The number of Restricted Shares to be granted is determined based on the currency value of the achieved Restricted Share offer divided by the volume weighted average price (VWAP) at which the Company’s shares are traded on the Australian Stock Exchange over the period outlined in the offer letter. The value of Restricted Shares granted is recognised as an employee expense (with a corresponding increase in equity) over the vesting period. Restricted Shares carry the same dividend and voting rights as other fully paid Ordinary Shares in the Company. Performance rights (number) Movements in Performance Rights granted under the LTI program that existed during the current or prior period are: GRANT DATE 26 JUNE 2022 GRANTED FORFEITED VESTED 25 JUNE 2023 25 JUNE 2023 BALANCE AT BALANCE AT EXERCISABLE AT 2023 Nov 2019 May 2020 Nov 2020 Nov 2020 Nov 2021 Dec 2021 Nov 2022 Nov 2022 955,866 89,528 223,133 716,279 225,976 797,696 - - 3,008,478 - - - - - - 218,878 667,283 886,161 - - - (5,169) (26,960) (63,314) (98,674) (82,636) (874,784) (89,528) - - - - - - 81,082 - 223,133 711,110 199,016 734,382 120,204 584,647 (276,753) (964,312) 2,653,574 - - - - - - - - - GRANT DATE 28 JUNE 2021 GRANTED FORFEITED VESTED 26 JUNE 2022 26 JUNE 2022 BALANCE AT BALANCE AT EXERCISABLE AT 2022 Nov 2019 May 2020 Nov 2020 Nov 2020 Nov 2021 Dec 2021 962,246 89,528 223,133 772,930 - - - - - - 225,976 877,925 2,047,837 1,103,901 (6,380) - - (56,651) - (80,229) (143,260) - - - - - - - 955,866 89,528 223,133 716,279 225,976 797,696 3,008,478 - - - - - - - Fair value of equity instruments The assumptions underlying the fair value measurement of the performance rights are: EXPECTED SHARE PRICE AT VOLATILITY IN EXPECTED RISK FREE FAIR VALUE PER GRANT DATE SHARE PRICE1 DIVIDEND YIELD INTEREST RATE2 INSTRUMENT $ 16.26 15.02 18.26 17.95 17.63 17.85 16.48 17.15 % 25.0 25.0 25.0 25.0 20.0 20.0 20.0 20.0 % 3.90 4.20 3.68 3.68 3.56 3.53 3.92 3.92 % 0.65 0.25 0.10 0.11 0.89 0.95 3.35 3.22 $ 12.58 12.92 13.52 12.67 12.61 13.04 11.00 11.50 The fair value of Performance Rights under each performance measure is determined at grant date by an independent valuation GRANT DATE EXPIRY DATE expert and takes into account the terms and conditions upon which they were granted. The fair value is recognised as an employee expense (with a corresponding increase in equity) over the vesting period. For the relative total shareholder return (‘RTSR’) measure, the fair value is recognised as an expense irrespective of whether the Performance Rights vest to the holder, and a reversal of the expense is only recognised in the event the instruments lapse due to cessation of employment within the vesting period. For the return on capital (‘ROC’) measure, the amount expensed is based on the expected number of Performance Rights vesting, with the ultimate expense reflecting the actual Performance Rights that vest. Short Term Incentive (STI) program Nov 2019 May 2020 Nov 2020 Nov 2020 Nov 2021 Dec 2021 Nov 2022 Nov 2022 Aug 2022 Aug 2022 Aug 2023 Aug 2023 Aug 2024 Aug 2024 Aug 2025 Aug 2025 For Executives, 25% of their STI is deferred into Restricted Shares (50% for the Managing Director and Chief Executive Officer) and 1 Reflects the assumption that the historical volatility is indicative of future trends. are subject to a one-year service condition (two years for the Managing Director and Chief Executive Officer). The cost of the 2 Represents the zero coupon interest rate derived from government bond market interest rates on the valuation date and vary according to each maturity date. deferred STI is based on the market price at grant date and is recognised as an employee expense (with a corresponding increase in equity) over the vesting period. Further explanation of the deferred STI is disclosed in the Remuneration Report. 122 123 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 7.2 Employee share plans (continued) Additional Information on Award Schemes Details of grants made under the Plan during the period are set out in the Remuneration Report. Directors’ Declaration Key estimate: Share-based payments The fair value of share-based payment transactions has been determined by an independent valuation expert. Estimating the fair value of share-based payment transactions requires the determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. Assumptions regarding the most appropriate inputs to the valuation model must be made. This includes, but is not limited to, share price volatility, discount rate and dividend yield. 1. The directors of Coles Group Limited (the Company) declare that, in the directors’ opinion: (a) the financial statements and the Notes are in accordance with the Corporations Act 2001 (Cth), including: (i) complying with the accounting standards and Corporations Regulations 2001; and (ii) giving a true and fair view of the financial position and performance of the Company and its consolidated entities; (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due In measuring the fair value of awards issued under the Long-Term Incentive (‘LTI’) plan subject to the relative total and payable. 2. A statement of compliance with the International Financial Reporting Standards is included in the Basis of Preparation and Accounting Policies in the Notes to the consolidated financial statements. 3. The directors have been given the declaration required by section 295A of the Corporations Act 2001 (Cth) from the Managing Director and Chief Executive Officer and Chief Financial Officer for the financial year ended 25 June 2023. 4. As at the date of this declaration, there are reasonable grounds to believe that the members of the closed group identified in Note 5.4 Subsidiaries to the financial statements 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 5.4 Subsidiaries. Signed in accordance with a resolution of the directors. James Graham AM Chairman 22 August 2023 Leah Weckert Managing Director and Chief Executive Officer 22 August 2023 shareholder return (‘RTSR’) vesting condition, an adjusted form of the Black-Scholes Model that includes a Monte Carlo Simulation Model has been utilised. The Monte Carlo Simulation Model has been modified to incorporate an estimate of the probability of achieving the RTSR hurdle. In measuring the fair value of awards subject to non-market based vesting conditions, the Black-Scholes Model has been utilised. 7.3 Auditor’s remuneration Fees to Ernst & Young (Australia): Audit services: Audit or review of the Financial Report of the Group Assurance related Non-audit services: Tax compliance services Other compliance services Total fees to Ernst & Young (Australia) Fees to overseas member firms of Ernst & Young: Audit services: Audit or review of the Financial Report of any controlled entities Total fees to overseas member firms of Ernst & Young Total auditor’s remuneration 2023 $000 2022 $000 2,899 1,084 120 80 4,183 2,825 822 133 - 3,780 55 55 49 49 4,238 3,829 The auditor of the Group is Ernst & Young (‘EY’). Fees charged by EY for ‘Assurance related services’ are for services that are reasonably related to the performance of the audit or review of financial reports, for other assurance engagements (such as assurance over the Group’s Sustainability Report) and for other assurance related engagements which are appropriate for our external auditor to perform. The total fees for non-audit services of $200,000 represent 4.7% (2022: 3.5%) of the total fees paid or payable to EY and related practices for the period. 7.4 New accounting standards and interpretations There are amendments and interpretations that apply for the first time in this period. These did not have a material impact on the consolidated financial statements of the Group. New and revised Australian accounting standards and interpretations on issue but not yet effective Subsequent to year end, on 26 June 2023, the International Sustainability Standards Board (‘ISSB’) issued its inaugural global sustainability disclosure standards, IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures. The Group has not early adopted these standards that are effective for annual reporting periods beginning on or after 1 January 2024. There are no other standards issued but are not yet effective that would be expected to have a material impact on the Group in the current or future reporting periods. 7.5 Events after the reporting period Other than events disclosed elsewhere in this report, the Group is not aware of any matter or circumstance that has occurred since the reporting date that has significantly affected or may significantly affect the Group’s operations, the results of those operations or the Group’s state of affairs in subsequent reporting periods. 124 125 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 126 Coles Group 2023 Annual Report 127127 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 128 Coles Group 2023 Annual Report 129129 Coles Group 2023 Annual ReportColes Group 2023 Annual Report 130 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 131 131 Coles Group 2023 Annual Report Shareholder information Listing information Coles Group Limited is listed, and our issued shares are quoted on the Australian Securities Exchange (ASX) under the code: COL. Substantial shareholdings in Coles Group Limited as at 23 August 2023 The number of shares to which each substantial holder and the substantial holders’ associates have a relevant interest, as disclosed in substantial holding notices given to Coles, are as follows: Holder Vanguard Group BlackRock Group State Street Corporation Twenty largest ordinary fully paid shareholders as at 23 August 2023 BNP Paribas Noms Pty Ltd BNP Paribas Nominees Pty Ltd Coles Group Limited 1 HSBC Custody Nominees (Australia) Limited 2 J P Morgan Nominees Australia Pty Limited 3 Citicorp Nominees Pty Limited 4 National Nominees Limited 5 6 7 HSBC Custody Nominees (Australia) Limited 8 Australian Foundation Investment Company Limited 9 Argo Investments Limited 10 Citicorp Nominees Pty Limited 11 Netwealth Investments Limited 12 Washington H Soul Pattinson and Company Limited 13 Mutual Trust Pty Ltd 14 HSBC Custody Nominees (Australia) Limited - A/C 2 15 BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd 16 BNP Paribas Noms (NZ) Ltd 17 IOOF Investment Services Limited 18 BNP Paribas Noms Pty Ltd 19 Mr Peter Alexander Brown 20 Djerriwarrh Investments Limited Number of fully paid shares 66,814,399 83,226,846 67,541,898 Number of fully paid shares 386,759,617 187,846,800 124,600,132 43,293,753 29,746,870 28,383,201 9,076,420 8,677,500 5,290,027 4,894,569 4,749,711 4,483,378 2,859,498 2,598,186 2,580,351 2,231,198 2,213,891 2,044,570 1,552,825 1,490,505 % of issued capital 28.90 14.04 9.31 3.23 2.22 2.12 0.68 0.65 0.40 0.37 0.35 0.33 0.21 0.19 0.19 0.17 0.17 0.15 0.12 0.11 Distribution of shareholders and shareholdings as at 23 August 2023 Size of holding 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total Number of shareholders 341,881 80,770 10,234 4,953 131 437,969 Number of shares 103,287,456 173,402,826 71,413,929 99,211,644 891,075,679 1,338,391,534 % of issued capital 7.72 12.96 5.34 7.41 66.58 There were 30,761 shareholders holding less than a marketable parcel ($500). Voting rights Votes of shareholders are governed by the Company’s Constitution. In broad summary, but without prejudice to the provisions of these rules, the Constitution provides for votes to be cast: (a) on a show of hands, one vote for each shareholder; and (b) on a poll, one vote for each fully paid share. Unquoted equity securities As at 23 August 2023, 2,904,570 performance rights with 14 holders were on issue pursuant to Coles’ equity incentive plan. On-market share acquisitions During FY23, 3,320,084 Coles ordinary shares were purchased on market at an average price of $17.38 per share for the purposes of various Coles employee incentive schemes. There is no current on-market buy-back of the Company’s shares. Corporate Governance Statement A copy of the Corporate Governance Statement can be found on our website at www.colesgroup.com.au/corporategovernance. 132 133 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Glossary of terms ADC: Automated distribution centre DRP: Dividend reinvestment plan bps: Basis points. One basis point is equivalent to 0.01% Cash realisation: Calculated as operating cash flow excluding interest and tax, divided by EBITDA (excluding significant items) EBIT: Earnings before interest and tax EBITDA: Earnings before interest, tax, depreciation and amortisation Exclusive brands: refers to the portfolio of product brands consisting of Exclusive to Coles in Coles supermarkets and CFC: Customer fulfilment centre Exclusive Liquor Brands in Coles Liquor CODB: Costs of doing business. These are expenses which relate to the operation of the business below gross profit and above EBIT Coles Own Brand: refers to the portfolio of product brands owned by Coles. It includes grocery, fresh produce, meat stores. Exclusive to Coles: refers to the portfolio of product brands available in Coles supermarkets that are exclusively available at Coles, and consists of Coles Own Brand and Exclusive Proprietary Brand products. and non-food products that are available in Coles supermarkets under Exclusive Liquor Brands (‘ELB’): refers to the portfolio of product brands Coles Brands (e.g. Coles Finest, Coles exclusively available in Coles Liquor Nature’s Kitchen) and Exclusive Own stores, including brands that are owned Brands (e.g. Koi, Daley St) by Coles (e.g. James Busby, Mr Finch) Coles Liquor Own Brand: the portfolio of brands owned by Coles Liquor. It includes liquor products that are sold in Coles Liquor stores under Coles Liquor Brands (e.g. Vintage Cellars Exclusive Proprietary Brands: refers to the portfolio of products where the Collaborations) and Private Label Brands brands are owned by suppliers but are (e.g. Pensilva) Comparable sales: A measure which excludes stores that have been opened exclusively available in Coles supermarkets (e.g. La Espanola, Great Ocean Road) or closed in the last 12 months and EPS: Earnings per share excludes demonstrable impact on existing stores from store disruption because of store refurbishment or new store openings Gross margin: The residual income remaining after deducting cost of goods sold, total loss and logistics from sales, divided by sales revenue IFRS: International Financial Reporting Standards Leverage ratio: Gross debt less cash at bank and on deposit add lease liabilities, divided by EBITDA MAT: Moving Annual Total Net Promoter Score (‘NPS’): Metric used to measure customer advocacy, derived from an externally facilitated survey with a nationally representative sample. The point movement reported represents the NPS measured over the relevant period relative to the prior corresponding period. Liquor NPS is based on Liquorland NPS results Sales density: Calculated as sales divided by net selling area. Both sales and net selling area are on a MAT basis, calculated on a rolling 52-week basis. Significant items: Large gains, losses, income, expenditure or events that are not considered part of the core operations of the business TCFD: Taskforce on Climate-related Financial Disclosures TRIFR: Total Recordable Injury Frequency Rate. The number of lost time injuries, medically treated injuries and restricted duties injuries per million hours worked, calculated on a rolling 12-month basis. TRIFR includes all injury types including musculoskeletal injuries and brands that are owned by suppliers but exclusive to Coles Liquor (e.g. Coal not in the ordinary course of business. Pit, Abbey Vale) They typically arise from events that are Corporate directory Registered office 800-838 Toorak Road Hawthorn East VIC 3123 Australia Telephone +61 3 9829 5111 Website www.colesgroup.com.au Chairman Mr James Graham AM Managing Director and Chief Executive Officer Ms Leah Weckert Non-executive Directors Mr James Graham AM Mr Terry Bowen Ms Jacqueline Chow Ms Abi Cleland Mr Richard Freudenstein Mr Paul O’Malley Mr Scott Price Ms Wendy Stops Company Secretary Ms Daniella Pereira Auditor Ernst & Young 8 Exhibition Street Melbourne VIC 3000 Australia Coles Share Registry Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067 Australia Postal address GPO Box 2975 Melbourne VIC 3001 Australia Telephone 1300 171 785 (within Australia) +61 3 9415 4078 (outside Australia) Online www.investorcentre.com/contact Website www.computershare.com.au Shareholder Calendar* Event Record date for final dividend Final dividend payment date Coles Group Limited Annual General Meeting Half-year end Year-end *Timing of events is subject to change. Annual General Meeting Date 4 September 2023 27 September 2023 3 November 2023 31 December 2023 30 June 2024 The 2023 Annual General Meeting of Coles Group Limited will be held as a hybrid meeting on Friday 3 November 2023, commencing at 10:30am (AEDT) at Melbourne Convention and Exhibition Centre, Melbourne Room, 1 Convention Centre Place, South Wharf, Melbourne, Victoria, Australia. Information on how shareholders and proxyholders can view and participate in the meeting can be found on the Company’s website and in the Notice of Annual General Meeting. Coles’ Notice of Annual General Meeting has been released on the ASX Market Announcements Platform. 134 135 Coles Group 2023 Annual ReportColes Group 2023 Annual Report Coles Group Limited ABN 11 004 089 936 800-838 Toorak Road Hawthorn East VIC 3123 Australia

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