Temple & Webster Group
Annual Report 2021

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TEMPLE & WEBSTER GROUP LTD ABN 69 608 595 660 ASX ANNOUNCEMENT 30 August 2021 REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS: Unit 1, 1-7 Unwins Bridge Road St Peters NSW 2044 Full Year 2021 4E and Annual Report Temple & Webster Group Ltd attaches the 2021 ASX Appendix 4E and Annual Report. This document has been authorised for release by the Board of Directors. About Temple & Webster Temple & Webster is Australia’s leading online retailer of furniture and homewares. Temple & Webster has over 200,000 products on sale from hundreds of suppliers. The business runs an innovative drop-shipping model, whereby products are sent directly to customers by suppliers thereby enabling faster delivery times and reducing the need to hold inventory thereby allowing a larger product range. The drop ship range is complemented by a private label range which is sourced directly by Temple & Webster from overseas suppliers. Temple & Webster is listed on the Australian Securities Exchange under the code TPW. Temple & Webster Group Ltd Temple & Webster Group Ltd Appendix 4E Appendix 4E Preliminary final report Preliminary final report Temple & Webster Group Ltd Appendix 4E Preliminary final report 1. Company details Name of entity: ABN: Reporting period: Previous period: Temple & Webster Group Ltd 69 608 595 660 For the year ended 30 June 2021 For the year ended 30 June 2020 2. Results for announcement to the market Revenues from ordinary activities Up 85.1% to 326,344 Profit from ordinary activities after tax attributable to the owners of Temple & Webster Group Ltd1 Profit after tax for the year attributable to the owners of Temple & Webster Group Ltd1 Up Up 0.3% to 13,953 0.3% to 13,953 $'000 Dividends There were no dividends paid, recommended or declared during the current financial period. 1Comments Profit after tax for the year on a normalised basis (excluding deferred tax adjustments) was up 165% year on year. Normalised profit after tax is calculated as profit after tax adjusted for any benefits received from the recognition and utilisation of historical tax losses. Further information on the 'Review of operations' is detailed in the Directors' report which forms part of the Annual Report. 3. Net tangible assets Net tangible assets per ordinary security Reporting period Cents(1) Previous period Cents(1) 57.13 18.09 The net tangible assets per ordinary share amount is calculated based on 120,452,928 ordinary shares on issue as at 30 June 2021 and 113,422,884 on issue as at 30 June 2020. (1) Consistent with the Australian Security & Investment Commission interpretation, the Right-of-use asset (AASB 16) and Right of return assets (AASB 15) are intangible assets, and therefore have been excluded from Net tangible assets. 4. Control gained over entities No changes to the group structure have occurred during the current financial year. 5. Loss of control over entities Not applicable. a Appendix 4E 2021 Temple & Webster Group Ltd Appendix 4E Preliminary final report Temple & Webster Group Ltd Appendix 4E Preliminary final report 6. Dividend reinvestment plans Not applicable. 7. Details of associates and joint venture entities Not applicable. 8. Foreign entities Details of origin of accounting standards used in compiling the report: Not applicable. 9. Audit qualification or review Details of audit/review dispute or qualification (if any): The financial statements have been audited and an unqualified opinion has been issued. 10. Attachments Details of attachments (if any): The Annual Report of Temple & Webster Group Ltd for the year ended 30 June 2021 is attached. 11. Signed Signed ___________________________ Date: 30 August 2021 Stephen Heath Chairperson Sydney b Temple & Webster Group Ltd Annual Report 2021 2 Summary 4 Chairperson’s Report 6 CEO’s Letter and Operational Review 10 KPI Snapshot & Strategic Priorities Overview 12 Committed to making the world more beautiful 14 Financial Report 2021 15 Directors’ Report 37 Auditor’s Independence Declaration 38 Consolidated Statement of Profit or Loss and Other Comprehensive Income 39 Consolidated Statement of Financial Position 40 Consolidated Statement of Changes in Equity Contents 41 Consolidated Statement of Cash Flows 42 Notes to the Consolidated Financial Statements 69 Directors’ Declaration 70 Independent Auditor’s Report 74 Shareholder Information 77 Corporate Directory 1 Annual Report 2021 Summary FY21 Revenue FY20 Revenue $326.3m 85% growth vs pcp $176.3m FY21 EBITDA $20.5m 141% growth vs pcp FY20 EBITDA $8.5m June 21 Cash $97.5m June 20 Cash $38.1m Sources: Euromonitor International Limited; Home Furnishings and Homewares System 2020 edition. IBISWorld Online Home Furnishing Sales in Australia Industry Report and Online Household Furniture Sales in Australia Industry Report Jun 20 cash balance excludes proceeds from $40 million placement which took place in July 20. 2 Temple & Webster Group Ltd • Temple & Webster is the leading pure play online retailer for furniture & homewares in Australia • Large addressable market with accelerating online adoption • Business is profitable with strong top- line growth, capital light and a debt free balance sheet 3 Annual Report 2021 Chairperson’s Report Time for reinvestment Once again, the year showed the inherent operating leverage in the online retail business model with our EBITDA increasing by 141% to $20.5 million. This was primarily due to the leverage in the fixed costs base which as percentage of sales fell from 10.0% to 7.9%. During the second half, the Group reaffirmed its commitment to a re-investment strategy to ensure we are building the go- to brand in our category for the next generation of shopper. This will require investment into marketing, technology, data, logistics expertise, along with other key areas of the business. We have guided the market to expect an EBITDA of 2-4% in the short to mid-term to provide us with the flexibility to make these investments. We believe that by making these investments now, the Group will be well positioned to grow its market leadership and the benefits from scale will naturally flow. New Director During the year, Belinda Rowe was appointed as a Non- executive Director of the Group. Our goal is to become the first place Australians turn to when shopping for their homes which will require becoming the top-of-mind brand in our category. Belinda is an experienced marketing professional and successful business executive and will help with our push to national brand status. Thank you to the team On behalf of the Board, I would like to thank management and the broader Temple & Webster team for a busy year, made even harder by moving in and out of the office during lockdown periods. While it’s great to see sales and customers grow so fast, the cost of this growth has been a relentless year for the team. We thank you for your passion and dedication. stephen heath Non-Executive Chairperson Dear shareholders, On behalf of the Board of Directors, it gives me great pleasure to present the 2021 Annual Report. Temple & Webster continues to outperform While FY21 was a year that many Australians will remember as one of great change and disruption, it was also a year that reaffirmed the importance of our homes. Government- enforced lockdowns meant that many Australians turned to online shopping, and Temple & Webster was well placed to service the needs of those customers. While many Australians turned to the online channel initially out of necessity, strong year on year growth suggested a more permanent shift up the online shopping adoption curve with full year revenue growing to $326.3 million, up 85% on the prior year. This is off the back of previous years that have also grown very strongly. While industry growth was helped by the tailwinds of consumer discretionary spend moving out of the travel category, pleasingly Temple & Webster also grew its market share by outperforming its peers. This is a testament to the hard work the team has put into strengthening the customer proposition. As much as this growth is impressive, it is worth reiterating that we are still at the start of the journey – a journey which COVID has accelerated. We operate in the large market for furniture and homewares (~$16 billion), where less than 10% has moved online. This is well behind other markets such as the US which is up to 25% online penetration and showing no signs of slowing down. This shift in spend will be driven by millennials as they enter their core furniture and homewares buying years. In addition to our core market, we also operate in the B2B and home improvement markets. These markets significantly increase our total addressable market to more than $30  billion. This market size and consumer trends are the reason why Temple & Webster should be a high growth business for many years to come. Strong balance sheet & Capital Raise During the financial year, we made the strategic decision to strengthen the balance sheet with a $40 million capital raise. As a result of this raise and our record profit, we finished the year with a cash balance of $97.5 million and we remain debt- free. This balance sheet provides us with the flexibility to take advantage of inorganic opportunities which make strategic sense for the Group. While we have no plans for a large program of M&A, we remain open to the right opportunity that aligns to our strategic pillars. 4 Temple & Webster Group Ltd 5 Annual Report 2021 CEO Letter & Operational Review Dear fellow shareholders, As I write this letter to you from lockdown in Sydney, it is somewhat bittersweet to take you through the year that has been. I would like to acknowledge the difficult period that many Australians have lived through over the last year. Temple & Webster does not take for granted how fortunate we are to be able to trade during these lockdowns. Our singular goal is to keep delivering a great experience to our customers, and hopefully have them enjoy their homes, even just a little bit more, during these challenging times. Record customers, revenue and profit Once again, Temple & Webster has delivered a record set of results, with full year revenue up 85% to $326.3 million and EBITDA up 141% to $20.5 million. This growth was across all major categories, geographies, channels and demographics. Our market remains massive and subject to accelerating tailwinds, and we are well positioned to capitalise on our scale. Importantly, we were a high growth business before COVID, growing 30-50%, and while the lockdowns have no doubt accelerated the underlying trends of the shift to online shopping, what was pleasing to see was that we maintained growth when there were little to no restrictions on retail trading. Our final quarter grew a healthy 26% up on the final quarter in FY20, which in turn was up 130% on the final quarter of FY19. Operational Highlights Active Customers up 62% year on year Fig 1. Active Customers by quarter1 Fig 2. First time and repeat orders 160,000 First time Repeat 120,000 80,000 40,000 0 7 1 r a M 1 3 7 1 n u J 0 3 7 1 p e S 0 3 7 1 c e D 1 3 8 1 r a M 1 3 8 1 n u J 0 3 8 1 p e S 0 3 8 1 c e D 1 3 9 1 r a M 1 3 9 1 n u J 0 3 9 1 p e S 0 3 9 1 c e D 1 3 0 2 r a M 1 3 0 2 n u J 0 3 0 2 p e S 0 3 0 2 c e D 1 3 1 2 r a M 1 3 1 2 n u J 0 3 Active Customers were up 62% year on year, with growth even on the COVID periods from last year. Our job was to give first-time customers a great experience to get them to continue shopping online and more relevantly, keep shopping with us. The great news is that orders from repeat customers are growing significantly and have now overtaken first-time customers for the first time. This goes to our public position that we feel COVID has resulted in a permanent shift up the adoption curve for online shopping in our category. Customer and marketing metrics remain strong Fig 3. 12 month marketing return on Investment2 800,000 700,000 600,000 500,000 400,000 300,000 200,000 100,000 0 7 1 r a M 1 3 7 1 n u J 0 3 7 1 p e S 0 3 7 1 c e D 1 3 8 1 r a M 1 3 8 1 n u J 0 3 8 1 p e S 0 3 8 1 c e D 1 3 9 1 r a M 1 3 9 1 n u J 0 3 9 1 p e S 0 3 9 1 c e D 1 3 0 2 r a M 1 3 0 2 n u J 0 3 0 2 p e S 0 3 0 2 c e D 1 3 1 2 r a M 1 3 1 2 n u J 0 3 3.0 2.5 2.0 1.5 1.0 0.5 0.0 As at 30 June 2020 As at 30 June 2021 $46 $58 Customer Acquisition Cost (CAC) 1. Active customers are the number of unique customers who have transacted in the last twelve months (LTM). 2. Marketing ROI = Margin $ / CAC Margin = Revenue per active customer as at 30 June 2021 x delivered margin % for FY21 CAC = Total marketing spend for FY21 x 78% (being the estimated percentage of marketing spent on new customer acquisition, i.e., excludes estimated spend on repeat customers) divided by the number of first-time customers during FY21. 6 Temple & Webster Group Ltd Fig 4. Revenue per Active Customer3 500 400 300 200 100 0 8 1 n u J 8 1 p e S 8 1 c e D 9 1 r a M 9 1 n u J 9 1 p e S 9 1 c e D 0 2 r a M 0 2 n u J 0 2 p e S 0 2 c e D 1 2 r a M 1 2 n u J This year, we continued our investment in building our brand moat with the goal of becoming the top-of-mind retailer for Australians shopping for their homes. While we have a long way to go on this journey, the return on Investment from our experiments with TV advertising continues to be positive. We have expanded our brand marketing team and are now preparing plans for future campaigns. As predicted, the customer acquisition cost has increased due to these longer payback channels, however this has been somewhat offset by a 12% increase in annual revenue per active customer which is now over $425. This is due to a higher repeat rate and a higher average order value for both new and repeat orders. This indicates customers continue to get more comfortable buying larger items online, plus we are doing a better job at using our ever-increasing pool of data to drive cross-sells by surfacing more relevant items from our catalogue on-site and in our various marketing channels. Customer satisfaction returns to target levels Fig 5. Net Promoter Score (score range -100% to +100%) 70% 65% 60% 55% 50% 45% 40% 8 1 Y F 3 Q 8 1 Y F 4 Q 9 1 Y F 1 Q 9 1 Y F 2 Q 9 1 Y F 3 Q 9 1 Y F 4 Q 0 2 Y F 1 Q 0 2 Y F 2 Q 0 2 Y F 3 Q 0 2 Y F 4 Q 1 2 Y F 1 Q 1 2 Y F 2 Q 1 2 Y F 3 Q 1 2 Y F 4 Q Unfortunately, the consequence of a record peak period towards the end of the first half meant that the third-party logistics network and our internal customer service team were stretched. This was further exacerbated by a crunch in our capacity at our 3PL warehouses due to an incredible spike in demand for warehouse space around the country. Over the second half, we have increased our capacity to five warehouse locations and worked hard at improving our internal and logistic partner systems and processes to allow for smoother scaling. The good news is that our NPS has returned to our target levels. While we have no immediate plans to have our own warehouses or trucks, we continue to investigate how we can take more control of the fulfilment journey to ensure that we are delivering a great customer experience. Private Label increases to 26% of sales Fig 6. Private label (inventory) share of sales 26% 74% drop-shipped (no inventory) private label (inventory) Our owned inventory program or ‘Private Label’ has been a strategic focus for the business. We have publicly stated a goal of increasing the share of revenue from these products to ~30%, and it’s great to see the share grew from 19% to 26% in FY21. This was done by increasing our buying and merchandise planning teams, diversifying our factories outside of China, adding multiple warehouses (including Sydney), investing in data and analytics to improve forecasting accuracy, and expanding our quality and compliance team. We were able to make a step up in inventory while maintaining our target weeks of cover and a very low level of aged stock. Importantly, we have no plans to change our negative working capital and asset-lite model, however our conservative level of inventory allows us to take strategic bets on stock to fill product and price gaps that we have identified using our immense amount of data. 3. Revenue per active customer = Last 12 months revenue divided by active customers. 7 Annual Report 2021 CEO Letter & Operational Review continued Android and iOS apps now live Fig 7. iOS and Android apps now live Augmented Reality pilot launched Fig 8. Augmented Reality pilot launched Another goal was to launch both iOS and Android apps and target a native mobile customer with a content-rich and seamless app-based shopping experience. We now have apps in both app stores, with early feedback tremendously positive. The iOS app, which was launched during the first half, now has more than 5,000 reviews with an average rating of 4.8 stars (out of 5). The app customer is a more engaged customer with higher conversion and repeat rates. More than 50% of consumer orders are now placed on a mobile device, which we expect will only increase. Increased investment in AI interior design service Fig 9. Artificial Intelligence powered design service live One of the benefits of the mobile experience (both app and mobile website) is the ability to use functionality such as the phone’s camera to deliver augmented reality (‘AR’) experiences. While there are many use cases for augmented reality, one of the more straightforward ones is seeing a product in your home, a feature which is now being piloted. AR can help customers judge the look of the item and its size relative to their room or other pieces of furniture. We believe features such as AR will continue reducing the barriers to buying online. 8 Temple & Webster Group Ltd During the year, we launched an artificial intelligence (‘AI’) interior design service. The AI-powered service is another feature unique to Temple & Webster, again designed to make shopping online easier. It is in partnership with an Israeli startup, in which we have made a second round of investment after a successful pilot of the service. The first version of the product is a 2D version with flat images, and the next version will use our 3D models to generate photo realistic rooms. We love this service as it exposes our huge range of beautiful products across our many categories in an inspirational way that helps customers visualize products, giving them even more confidence to shop with us. Trade & Commercial bounces back Fig 10. Trade & Commercial (B2B) revenue by quarter4 $8,000 $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 $1,000 0 8 1 Y F 1 Q 8 1 Y F 2 Q 8 1 Y F 3 Q 8 1 Y F 4 Q 9 1 Y F 1 Q 9 1 Y F 2 Q 9 1 Y F 3 Q 9 1 Y F 4 Q 0 2 Y F 1 Q 0 2 Y F 2 Q 0 2 Y F 3 Q 0 2 Y F 4 Q 1 2 Y F 1 Q 1 2 Y F 2 Q 1 2 Y F 3 Q 1 2 Y F 4 Q Fig 11. Trade & Commercial orders by type 8,000 First time orders Repeat orders After a difficult end to the previous financial year, it was great to see our business customers come back in full force during FY21 with our Trade & Commercial division growing 110% year on year. Again, it’s worth noting that these are great customers – with high repeat activity and large order sizes. This year, we continued to focus on the rebounding residential property development sector and the regional hospitality industry. Our range and flexible go-to-market model has allowed us to quickly pivot and chase these growth sectors. Where to from here We have a simple and consistent strategy. We want to have the biggest and best range – having everything you need for the home. Importantly, the “best” bit of this means we won’t list everything. We want to be seen as a place for quality, at an affordable price; we want to be a source of inspiration and the place customers go to when they want to make their home more beautiful; and we want to create a seamless customer experience when shopping, including our customer’s experience of the delivery to their home. With scale comes benefits such as being able to forge closer relationships with our suppliers; obtaining better terms and exclusive product ranges; making bigger investments in areas like technology and data; and expanding our logistics capabilities. In effect, the bigger we become, the better and stronger our customer proposition becomes, which is the flywheel effect. This is in turn will lead us to increase our market share. We believe that now is the time to invest and scale our market leadership. This is the period where customers are choosing their trusted brands and we want to be that brand. Thank you to the Tempster team As always, a massive shout-out to the Tempster team – once again, you have shown incredible resilience. While we have bounced in and out of the office, and you have had to cope with a rapidly scaling business, and you have done so with humility, grace and a customer-first mindset. 6,000 4,000 2,000 0 7 1 Y F 3 Q 7 1 Y F 4 Q 8 1 Y F 1 Q 8 1 Y F 2 Q 8 1 Y F 3 Q 8 1 Y F 4 Q 9 1 Y F 1 Q 9 1 Y F 2 Q 9 1 Y F 3 Q 9 1 Y F 4 Q 0 2 Y F 1 Q 0 2 Y F 2 Q 0 2 Y F 3 Q 0 2 Y F 4 Q 1 2 Y F 1 Q 1 2 Y F 2 Q 1 2 Y F 3 Q 1 2 Y F 4 Q mark coulter Chief Executive Officer 4. Revenue based on checkout revenue which is pre accounting adjustments (deferred revenue, refund provision). 9 Annual Report 2021 KPI Snapshot & Strategic Priorities Overview Key Performance Indicator Snapshot Revenue $m Active Customers5 326.3 Up 85% 778k Up 62% 176.3 480k FY20 FY21 30 June 20 30 June 21 EBITDA $m $ per Active Customer6 20.5 Up 141% 380 426 Up 12% 8.5 FY20 FY21 FY20 FY21 Fixed Costs (% of Rev) 10.0% Down 2.1pts 7.9% Net Promoter Score 60.4% 62.0% Up 1.6pts FY20 FY21 FY20 FY21 5. Active customers are the number of unique customers who have transacted in the last twelve months (LTM). 6. Revenue per active customer = Last 12 months revenue divided by active customers. 10 Temple & Webster Group Ltd Strategic Priorities Overview High Growth Happy Customers Engaged Team Shareholder Value Our goal is to deliver a high growth business to take advantage of a once in a generation change in shopping behaviours We are building a sustainable business that puts the customer at the heart of everything we do. Our vision is to make the world more beautiful, one room at a time We believe our team is the most important stakeholder group, as everything starts with an engaged and productive team Our Target Significantly outperform the online category for furniture & homewares Our Target Maintain and grow our high Net Promoter Score as we scale Our Target Top quartile of technology companies in Australia Our Results Group Revenue up 85% B2B Division Revenue8 up 110% Active Customers9 up 62% Our Results NPS of 62% Our Results 84% employee engagement iOS App Store Rating 4.8/510 Customer product review rating of 4.7 out of 5 stars11 95% employees proud to work for Temple & Webster 51% manager level and 44% executive team are female Our goal is to deliver market leading shareholder returns Total Shareholder Returns (TSR)7 7,607% 5 year 1,320% 3 year 71% 1 year 7. TSR is the sum of share price appreciation and dividends (assumed to be reinvested in shares) expressed as a growth %. While the Group is not paying the dividends, it’s equal to share price growth %. 8. Revenue based on checkout revenue which is pre accounting adjustments (deferred revenue, refund provision). 9. Active customers are the number of unique customers who have transacted in the last twelve months (LTM). 10. Rating as of August 2021. 11. Average of all customer reviews on https://www.templeandwebster.com.au/ as of August 2021. 11 Annual Report 2021 Committed to making the world more beautiful At Temple & Webster, we are proud of our vision to make the world more beautiful, one room at a time. This vision extends to the broader community in which our customers, suppliers, shareholders and team members work and live. Although we are a young company, we take our environmental, social and ethical responsibilities seriously. We are a next generation company with a purpose to deliver sustainable value for all our stakeholders. Climate Change and Sustainability Given our business involves the manufacture and transport of physical goods, climate change is a significant sustainability issue relevant to us. We accept the Intergovernmental Panel on Climate Change’s assessment of climate change science. We understand our responsibility in mitigating the impact of our business on the environment and are developing a program of initiatives that align with relevant United Nations Sustainable Development Goals (‘UN SDGs’). The UN SDGs aim to end poverty, protect the planet, and promote prosperity and peace. Our key environmental areas of focus are: • Reducing our carbon footprint • • Improving our raw materials and component sourcing Improving the sustainability of our packaging Activities undertaken in FY21 included: • Identification of carbon reduction opportunities through employee surveys, and engaging external sustainability consultants • Responsible sourcing initiatives (e.g., audits for ranges with Forest Stewardship Council®, Better Cotton Initiative™, and Greenguard Environmental Institute certifications) • Implementation of OEKO-TEX Standard 100® certification for specific ranges of homewares As part our commitment to the environment, we have engaged an external consultant to assist us in developing a materiality assessment, to identify, review and rank the material risks and issues to our business, which will provide the foundations for our sustainability roadmap. A full-time sustainability officer in our Quality, Compliance and Sustainability team will be added to the Group to support the development and execution of our roadmap. 12 Temple & Webster Group Ltd Timber Sustainability and Illegal Logging Our Role in the Community As Australia’s leading pure-play online retailer for furniture and homewares, we understand that our industry is dependent on natural resource availability. We rigorously assess all timber products which we import into Australia to ensure that the timber is harvested, processed, and purchased from legally verifiable sources. We have a dedicated internal function that is responsible for the maintenance and facilitation of our timber due diligence system which also works to guide and educate key stakeholders in understanding the requirements of the Illegal Logging Prohibition Act and Regulations. Our illegal logging governance framework requires us to audit each individual timber species used in the construction of our imported products, for all relevant manufacturers at least annually, to ensure ongoing compliance and effective risk mitigation. Modern Slavery and Ethical Sourcing We believe that freedom from modern slavery is a human right which should be afforded to everyone in the world. We are committed to stamping out modern slavery in our supply chains, both onshore and offshore. Our offshore suppliers are governed by an ethical and social audit framework, whereby regular factory audits are undertaken by third parties, allowing us to measure supplier ethical performance prior to starting a business relationship and to show continuous improvement over time. We are working with our suppliers through action plans which address specific key risk areas. Our FY20 Modern Slavery Statement is available at https:// modernslaveryregister.gov.au/ (search “temple & webster”). Customer Data and Privacy As an online retailer, cyber security is paramount. Our platforms need to be secure, scalable and protect our customers’ data. To that end, we have adopted the ISO 27001 standard as a framework for cyber security. We have also added dedicated resources to manage the roll out of this standard, including a Cyber Security Officer. As part of ISO 27001 we regularly engage independent industry experts to perform audits across our platforms, policies and processes, including regular penetration testing. Temple & Webster acknowledges the traditional custodians of the land, and we are committed to progressing the goals of reconciliation. We have committed to the development of a Reconciliation Action Plan which will include practical actions that can drive our contribution to reconciliation both internally and more broadly within the wider community. We have commenced this work with a First Nations consultant. Temple & Webster is proud of its long-term partnership with Women’s Community Shelters (‘WCS’) – an organisation that provides community-based emergency accommodation and support for vulnerable women and children. WCS works in direct partnership with communities to establish shelters to provide support in a safe environment that enables women and their children to rebuild self-esteem, control and fulfilment in their lives. Temple & Webster and our partners assist WCS in a range of capacities from supplying furniture and homewares and styling services to fit out shelters; donating food; providing essential personal items for women; toys for children; to sharing our technology knowledge; assisting with fundraising, and, of course, volunteering in person. 13 Annual Report 2021 Financial Report 2021 The Directors of the Temple & Webster Group present the report, together with the consolidated financial report for the year ended 30 June 2021. 14 Temple & Webster Group Ltd Directors’ Report Temple & Webster Group Ltd Directors' report 30 June 2021 The directors present their report, together with the consolidated financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Temple & Webster Group Ltd (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2021. Directors The following persons were directors of Temple & Webster Group Ltd during the whole of the financial year and up to the date of this report, unless otherwise stated: Stephen Heath Susan Thomas Conrad Yiu Mark Coulter Belinda Rowe (appointed 26 February 2021) Principal activities Temple & Webster is Australia’s leading pure play online retailer of furniture and homewares. Temple & Webster has over 200,000 products on sale from hundreds of suppliers. The business runs an innovative drop-shipping model, where products are sent directly to customers by suppliers, enabling a larger product range, faster delivery times and reducing the need to hold inventory. The drop-ship range is complemented by a private label range which is sourced directly by Temple & Webster from overseas suppliers. The Temple & Webster Group is headquartered in Sydney, Australia and is listed on the Australian Securities Exchange under the code TPW. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Financial and operational review Revenue Gross margin % EBITDA (1) EBIT (2) NPAT Cash balance 30/06/2021 $m 30/06/2020 $m 326.3 148.0 45.3% 20.5 18.9 14.0 97.5 176.3 78.6 44.6% 8.5 7.9 13.9 38.1 (1) Earnings before interest, tax, depreciation and amortisation (2) Earnings before interest and tax Key financial and operational metrics for the year ended 30 June 2021 include: • Record year for revenue, profit and customers • Revenue up 85% for the year, driven primarily by growth in active customers and average order value • Gross margin % in line with last year at 45% • EBITDA increased by 141% as a result of operating leverage driven by revenue and margin growth and tight management of fixed costs • NPAT of $14.0m, which on a normalised basis3 (excluding deferred tax adjustments) was up 165% YoY • Cash flow positive with an ending cash balance of $97.5m • Active customer growth of 62% (3)Normalised NPAT is calculated as NPAT adjusted for any benefits received from the recognition and utilisation of historical tax losses Please refer to the CEO Letter & Operational review and the Group’s FY21 results presentation for further commentary on the Group’s financial results. 2 15 Annual Report 2021 Directors’ Report continued Temple & Webster Group Ltd Directors' report 30 June 2021 Key business risks There are a number of market, financial and operational risks both specific to the Group and externally that could have an adverse effect on the Group’s future performance. The Group has a risk management framework in place with internal control systems to identify key business risks and mitigate them to an acceptable level. The material business risks are summarised below. Key risk COVID-19 Description Events related to the coronavirus pandemic (‘COVID-19’) have resulted in continued uncertainty as to ongoing and future response of governments and authorities globally as well as a likelihood of an Australian economic recession of unknown duration or severity. As such, the full impact of COVID-19 to consumer behaviour, suppliers, employees and the Group are not fully known. Given this, the impact of COVID-19 could potentially be materially adverse to the Group’s financial and operational performance. Further, any government or industry measures may adversely affect the Group’s operations and are likely beyond the control of the Group. Continued growth of retail ecommerce in general and growth in demand may be affected by economic factors While the B2C retail ecommerce market and the online market for furniture and homewares have been growing there is no guarantee this will continue into the future. The Group is subject to factors outside its current control including Australia’s outlook for economic growth, cash rate, taxation, unemployment rate, consumer sentiment, global economic outlook, foreign economic shocks and building activity. One or more of these factors could cause a slowing or contraction in the forecasted growth in the market and industry. New and existing competitors could adversely affect prices and demand and decrease the Group’s market share Supply chain might be disrupted Reliance on third party product suppliers Political, economic or social instability The furniture and homewares segment is highly fragmented. Competition can arise from a number of sources including traditional offline retailers, including multi-channel, mono-channel, multi- branded retailers, and online-only ecommerce competitors. Existing online competitors may strengthen through funding or industry consolidation, or through financial or operational advantages which allow them to compete aggressively on pricing. Competition may also come from third-party suppliers establishing their own online presence as opposed to utilising the Group’s platform. As a result, this may increase the costs of customer acquisition, lower margins due to pricing pressure and reduce the Group’s market share in the furniture and homewares segment. There remains a risk that the spread of COVID-19, or a similar event, has an adverse impact on the Group’s supply chain. This could occur if the ability to transport products between countries is disrupted, the Group’s key suppliers are negatively affected or the Group is otherwise unable to efficiently distribute products to customers. In the event that the supply chain of the Group is disrupted, this may have a material adverse effect on the Group’s operating performance and earnings. The Group has a large number of suppliers that provide a broad range of products. Its supply agreements are on a case by case basis, with the majority of relationships informal and terminable at will. The Group has some formal contracts but a number are short-term and with foreign suppliers and have no guarantees associated with renewal on like terms. The deterioration of the Group’s relationships with these suppliers and inability of these suppliers to renew informal or contractual agreements may have a material adverse effect on the Group’s financial and operational performance in the future. The Group’s suppliers and service providers are also subject to various risks which could limit their ability to provide the Group with sufficient, or any, products or services. Some of these risks include raw material costs, inflation, labour disputes, union activities, boycotts, financial liquidity, product merchantability, safety issues, natural disasters, disruption in exports, trade restrictions, currency fluctuations and general economic and political instability (including as a result of pandemics such as COVID-19). The Group is also exposed to risks related to labour practices, environmental matters, disruptions to production and ability to supply, and other issues in the foreign jurisdictions where suppliers and service providers operate. Any of these risks, individually or collectively, could materially adversely affect the Group’s financial and operational performance. Temple & Webster Group Ltd Directors' report 30 June 2021 Key business risks (continued) Key risk Description Performance, reliability and The Group’s financial and operational performance could be adversely affected by a system security of websites, databases, failure that causes disruption to its websites, or to third party suppliers of its systems and products. operating systems This could directly damage the reputation and brand of the relevant platform and could reduce visitors to the Group’s website and directly influence sales to customers. The Group’s databases and systems are hosted on platforms provided by third party providers. As a result, the Group is subject to its own disaster planning contingencies and those of its third parties to deal with events that are beyond the control of those parties such as natural disasters, infrastructure failures, terrorist and cyber attacks. A material failure in the systems of a third party provider is likely to have a material impact on the systems and operations of the Group’s platforms. Unauthorised use of intellectual Substantial parts of the Group’s online platforms, distribution software, applications, data analytics property or independent development of technology and customer databases are seen as proprietary information. Unauthorised parties may obtain or copy, or seek to imitate, all or portions of this intellectual property or independently develop technology that is similar and may be in breach of proprietary rights. In this instance, the Group may seek legal actions to remedy the breach of proprietary information. This may incur legal or other fees and if unsuccessful may have a material adverse effect on the Group’s financial and operational performance in the future Laws and regulations may The Group is subject to, and must comply with, a variety of laws and regulations in the ordinary course of its business. These laws and regulations include those that relate to fair trading and consumer protection, product safety, employment, property, taxation (including goods and services taxes and stamp duty), accounting standards, customs and tariffs. Failure to comply with, or changes to, laws and regulations may adversely affect the Group, including by increasing its costs either directly or indirectly (including by increasing the cost to the business of complying with legal requirements). Key management personnel The Group relies on the expertise, experience and strategic direction provided by its Key Management Personnel. These individuals have extensive experience in, and knowledge of, the Group’s business. Additionally, successful operation of the Group’s business depends on its ability to attract and retain quality employees. Competition could increase the demand for, and cost of hiring, quality employees. The Group’s ability to meet its labour needs while controlling costs associated with hiring and training employees is subject to external factors such as unemployment rates, prevailing wage legislation and changing demographics. change (‘KMP’) . 16 3 4 Temple & Webster Group Ltd Temple & Webster Group Ltd Directors' report 30 June 2021 Key business risks (continued) Key risk Performance, reliability and security of websites, databases, operating systems Unauthorised use of intellectual property or independent development of technology Laws and regulations may change Key management personnel (‘KMP’) . Description The Group’s financial and operational performance could be adversely affected by a system failure that causes disruption to its websites, or to third party suppliers of its systems and products. This could directly damage the reputation and brand of the relevant platform and could reduce visitors to the Group’s website and directly influence sales to customers. The Group’s databases and systems are hosted on platforms provided by third party providers. As a result, the Group is subject to its own disaster planning contingencies and those of its third parties to deal with events that are beyond the control of those parties such as natural disasters, infrastructure failures, terrorist and cyber attacks. A material failure in the systems of a third party provider is likely to have a material impact on the systems and operations of the Group’s platforms. Substantial parts of the Group’s online platforms, distribution software, applications, data analytics and customer databases are seen as proprietary information. Unauthorised parties may obtain or copy, or seek to imitate, all or portions of this intellectual property or independently develop technology that is similar and may be in breach of proprietary rights. In this instance, the Group may seek legal actions to remedy the breach of proprietary information. This may incur legal or other fees and if unsuccessful may have a material adverse effect on the Group’s financial and operational performance in the future The Group is subject to, and must comply with, a variety of laws and regulations in the ordinary course of its business. These laws and regulations include those that relate to fair trading and consumer protection, product safety, employment, property, taxation (including goods and services taxes and stamp duty), accounting standards, customs and tariffs. Failure to comply with, or changes to, laws and regulations may adversely affect the Group, including by increasing its costs either directly or indirectly (including by increasing the cost to the business of complying with legal requirements). The Group relies on the expertise, experience and strategic direction provided by its Key Management Personnel. These individuals have extensive experience in, and knowledge of, the Group’s business. Additionally, successful operation of the Group’s business depends on its ability to attract and retain quality employees. Competition could increase the demand for, and cost of hiring, quality employees. The Group’s ability to meet its labour needs while controlling costs associated with hiring and training employees is subject to external factors such as unemployment rates, prevailing wage legislation and changing demographics. 4 17 Annual Report 2021 Directors’ Report continued Temple & Webster Group Ltd Directors' report 30 June 2021 Significant changes in the state of affairs There were no significant changes in the state of affairs of the Group during the financial year. Matters subsequent to the end of the financial year On 22 July 2021, the Group increased its investment into a start-up developing artificial intelligence (“AI”) interior design tools to accelerate the company’s growth after a successful pilot. The Group’s investment is in alignment with its strategy to innovate its digital offering through 3D and AI generated tools to help customers navigate the vast range of furniture & homewares to aid engagement and conversion. The additional investment entailed a first tranche cash consideration of USD $1,000,000 in exchange for shares in the company, enabling the Group to exercise significant influence over the investee from the investment date onwards. The second tranche of USD $500,000 will be paid on the completion of product deliverables. On 12 August 2021, the Group signed a new 10-year lease for office space in St Peters Sydney. The lease will be recognised under AASB 16 Leases and the liability of $17,839,000 will be recognised in the next financial year. No other matter or circumstance has arisen since 30 June 2021 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 future financial years. Likely developments and expected results of operations Likely developments in the operations of the consolidated entity and expected results of those operations are contained in the Chairperson’s and the CEO’s reports. Environmental regulation The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law. Share Options Unissued shares As at the date of this report and at the reporting date, there were 5,543,078 unissued ordinary shares under options. Refer to the remuneration report for further details of the options outstanding for Key Management Personnel (‘KMP’). Information on directors Name: Title: Stephen Heath Independent Non-Executive Director and Chairperson Qualifications: Graduate of the Australian Institute of Company Directors. Experience and expertise: Stephen is a specialist in consumer goods brand management with over 25 years of manufacturing/wholesale distribution and retail experience. Stephen spent 16 years as CEO of some of Australia’s best-known consumer brands that includes Rebel Sport, Godfrey’s and Fantastic Holdings with operations experience in Australia, New Zealand, and Asia. His experience includes working for both ASX Listed and Private Equity owned companies. Other current directorships: Board Chairperson of Shiro Holdings Limited (appointed on 24 October 2019) and Director of Redhill Education Limited (appointed on 1 September 2019). Former directorships (last 3 years): Non-Executive Director of Funtastic Limited (appointed on 18 October 2010 and resigned on 6 February 2019). Special responsibilities: Chair of the Board Interests in shares: Interest in options over shares: 34,000 181,026 18 5 Temple & Webster Group Ltd Temple & Webster Group Ltd Directors' report 30 June 2021 Information on directors (continued) Name: Title: Susan Thomas Independent Non-Executive Director Qualifications: Bachelor of Commerce and Bachelor of Law from the University of New South Wales. Experience and expertise: Other current directorships: Former directorships (last 3 years): Susan is an experienced company director and audit and risk committee chair. Susan has expertise in technology and law. Susan founded and was the Managing Director at FlexiPlan Australia, an investment administration platform sold to MLC. Director of Fitzroy River Holdings Limited (appointed on 26 November 2012) and Director of Nuix Limited (appointed 18 November 2020). Board Chairperson of Alexium International Group Limited (appointed to Board on 10 December 2017, Chairperson on 8 May 2018 and resigned on 31 March 2019). In February 2020, Fitzroy River Holdings Limited acquired 100% of Royalco Resources Limited (‘Royalco’). Accordingly, Royalco is no longer a listed entity, however, Susan Thomas is still a director of Royalco (appointed on 22 February 2017). Special responsibilities: Chair of the Audit and Risk Management Committee Interests in shares: Nil Interest in options over shares: 181,026 Name: Title: Qualifications: Experience and expertise: Conrad Yiu Non-Executive Director Bachelor of Commerce from the University of New South Wales and a Master of Business Administration from the University of Cambridge. Conrad is a co-founder of Temple & Webster and joined the Board on its formation in July 2011. Conrad was Chairperson of the Company until immediately prior to the IPO. Conrad has over 25 years commercial and advisory experience with a focus on investing in, acquiring and building high growth businesses in the consumer and technology sectors. Conrad was previously Director of Corporate Development with the digital division of Newscorp Australia (formerly News Digital Media), co-founder and Director of a London-based mobile technology company, a manager at Arthur Andersen and is a principal of ArdenPoint, an investment firm which he co-founded with Mark Coulter in 2011, the CEO of Temple & Webster Group Ltd. Conrad is a co-founder and current partner of AS1 Growth Partners, a private investment firm focused on growth & technology investments in public and private markets. Other current directorships: Former directorships (last 3 years): None None Special responsibilities: Interests in shares: None 2,557,018 ordinary shares Interest in options over shares: 181,026 Name: Title: Belinda Rowe Independent Non-Executive Director Qualifications: Bachelor of Arts Monash University, AFA (Advertising Federation Australia) Graduate. Experience and expertise: Belinda is a very experienced business leader and successful marketing executive. Belinda’s extensive professional experience lies in marketing communications, content, media and digital marketing technologies. Belinda led media and marketing communications businesses for Zenith and Publicis Media globally based in the UK, and held many senior roles in the marketing industry, including as CEO of ZenithOptimedia for 10 years in Australia and as Director Brand & Marcoms for O2 Telefonica in the UK. Other current directorships: Independent Non-Executive Director of HT&E Limited (appointed on 5 February 2019) and Soprano Design Limited (appointed on 22 September 2020). Former directorships (last 3 years): None Special responsibilities: Chair of the Nomination and Remuneration Committee Interests in shares: Interest in options over shares: Nil Nil 19 6 Annual Report 2021 Directors’ Report continued Temple & Webster Group Ltd Directors' report 30 June 2021 Information on directors (continued) Name: Title: Mark Coulter Executive Director Qualifications: Bachelor of Laws and Bachelor of Science (Biochemistry) from the University of Sydney. Experience and expertise: Mark is a co-founder of Temple & Webster and has been involved as an advisor to the Group since its inception. Previously, Mark worked at News Limited where he was Director of Strategy for the Digital Media properties and managed a portfolio of businesses including Moshtix, a digital ticketing company. Mark was also a solicitor at Gilbert + Tobin and management consultant at McKinsey & Company. Mark co-founded the National Online Retailers Association and is a co-founder of ParcelPoint/Fluent Retail, a logistics and technology company servicing many of Australia's largest online and omni-channel retailers. Other current directorships: Former directorships (last 3 years): None None Special responsibilities: Chief Executive Officer Interests in shares: Interests in options over shares: 2,253,484 ordinary shares 5,000,000 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Company secretary Michael Egan is Company Secretary of Temple & Webster Group Ltd. He has a range of experience in the Chartered Accounting profession, business and consulting. Michael has held Directorships and has been Company Secretary in ASX listed companies and in Australian subsidiaries of multi-national companies including Anglo-Australian Group, Rio Tinto and Hoechst (Germany). Meetings of directors The number of meetings of the Group’s Board of Directors ('the Board') held during the year ended 30 June 2021, and the number of meetings attended by each director were: Stephen Heath Susan Thomas Conrad Yiu Belinda Rowe Mark Coulter Full Board Nomination and Remuneration Committee Audit and Risk Management Committee Attended Held Attended Held Attended Held 5 6 6 2 6 6 6 6 2 6 3 3 2 2 - 3 3 2 2 - 4 4 4 1 - 4 4 4 1 - Held: represents the number of meetings held during the time the director held office. 20 7 Temple & Webster Group Ltd Remuneration report (audited) Dear Shareholder, On behalf of the Board, it gives me great pleasure to present the FY21 remuneration report, my first as the Chair of the Nomination and Remuneration Committee. FY21 was certainly a transformative year for Temple & Webster. During the year, the Group entered the ASX 300 due to a record year in terms of revenue, profit and customers. As the business scales in complexity and sophistication, so too does our remuneration strategy. This strategy is outlined in more detail in this year’s remuneration report. In FY21, the Board put in place a remuneration framework that provides a clear line of sight between the Group’s performance and remuneration outcomes, as well as driving deep alignment between the interests of directors, employees and shareholders. To achieve this, the Board conducted an independent review of our remuneration design (see section 5.5), with the following notable outcomes: Adopting best practice remuneration design which is “fit for purpose” • The Board adopted an executive remuneration package composed of an appropriate mix of remuneration elements including fixed pay, short-term variable remuneration and long-term variable remuneration. Short-term variable remuneration was clearly linked to the strategic priorities of the Group through a mix of financial and non-financial KPIs, while longer-term variable remuneration was linked to longer term shareholder outcomes. • At the same time, the Board has built a remuneration framework which is flexible and is “fit for purpose”, particularly when dealing with a founder-led Company. For example, for the last five years the CEO has been on a lower fixed remuneration / higher equity package versus benchmarked peers. As the Company evolves so too will our remuneration design, which the Board regularly reviews. Market benchmarking ● As a result of the rapid growth in scale, complexity, and market position of the Group, the Board has provided remuneration increases as needed to meet the objectives of the Group’s strategy, and ensure the Group is attracting and retaining the best talent. ● Benchmarking of NED remuneration appropriate to the Group’s current market capitalisation, also indicated a need to increase the Board Fees to ensure that individuals of the appropriate calibre and experience can be attracted and retained. Updated rights plans ● The Non-executive Director (‘NED’) option plan has been reviewed and is proposed to be replaced with a new Temple & Webster Group Ltd NED Equity Plan. ● An independent review of the executive equity plan has resulted in the development of a new Temple & Webster Group Ltd Rights Plan adopted in FY21. The change includes a range of improvements in terms of instruments available, expected tax and termination outcomes, and governance improvements aligned with current best practices such as the inclusion of malus and clawback clauses; I hope the additional information and disclosures contained in this year’s remuneration report provide a deeper understanding of remuneration governance and practices for our shareholders, and that you will agree we have struck the right balance for a Group that is scaling rapidly in what has been another complex year. Belinda Rowe Chair – Nomination and Remuneration Committee 21 Annual Report 2021 Directors’ Report continued The Directors of Temple & Webster Group Ltd present the Remuneration Report (‘the Report’) for the Group and its controlled entities for the year ended 30 June 2021. This Report forms part of the Directors’ Report and has been prepared in accordance with the Corporations Act 2001 (‘the Act’), Corporations Regulation 2M.3.03, in compliance with AASB124 Related Party Disclosures, and audited as required by section 208(3C) of the Act. The Report is divided into the following sections: Section Description 1. Persons covered by this Report This section provides details of the directors and executives who are subject to the disclosure requirements of this report, together with the Key Management Personnel, including roles and changes in roles. 2. Remuneration overview This section provides an overview of performance and reward for FY21, including “at-a-glance” summaries. 3. Remuneration strategy, policy and framework This section provides details of the elements of the remuneration framework, including market positioning, changes to fixed pay, variable remuneration principles, and the terms of variable remuneration. 4. Link between performance and reward This section addresses FY21 short and long-term variable remuneration outcomes based on performance Measurement Periods completed during FY21, as well as the “achieved” remuneration outcomes for the executives. 5. Statutory tables and disclosures This section provides the statutory disclosures not addressed by preceding sections of the Report, including statutory remuneration tables, changes in equity, KMP service agreements, related party loans/transactions, and the engagement of external remuneration consultants. 1. Persons covered by this report This report covers Key Management Personnel (‘KMP’) which are defined as those who have the authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group. The below table outlines the KMP of the Group: Name Role at Year End Non-executive KMP Stephen Heath Susan Thomas Conrad Yiu Belinda Rowe Executive KMP Mark Coulter(2) Adam McWhinney(2) Mark Tayler Independent Board Chair Independent Non-executive Director Non-executive Director Independent Non-executive Director Appointed 15 October 2016 23 February 2016 6 October 2015 26 February 2021 Executive Director and Chief Executive Officer (‘CEO’) Customer Experience Officer (‘CXO’) Chief Financial Officer (‘CFO’) 22 April 2016(3) 1 July 2017 18 April 2016(4) Committee membership(1) Audit & Nomination & Risk Remuneration M M M C n/a n/a n/a M C M M n/a n/a n/a (1) M = Member, C = Chair (2) These individuals are considered co-founders of the Company and referred as “founder executives” in this report (3) Mark Coulter was appointed as the interim CEO on 22 April 2016, the CEO on 24 October 2016 and an Executive Director on 23 October 2019 (4) Mark Tayler was appointed as the interim CFO on 18 April 2016 and the CFO on 24 October 2016 The following changes to KMP occurred during the year ending 30 June 2021 and between 30 June 2021 and the date of publication of this report: ● Belinda Rowe was appointed an independent non-executive director, chair of the nomination and remuneration committee and a member of the Board and the audit and risk committee on 26 February 2021; ● Stephen Heath was replaced by Belinda Rowe as chair of the nomination and remuneration committee on 26 February 2021, however, still remains a member; ● Conrad Yiu was appointed a member of the nomination and remuneration committee on 1 September 2020. 22 Temple & Webster Group Ltd 2. Remuneration overview 2.1. Executive remuneration structure at-a-glance The following diagram outlines the executive KMP remuneration cycle under the remuneration framework as applicable to FY21: Component/Year ending Fixed 30-Jun-21 30-Jun-22 30-Jun-23 30-Jun-24 Fixed pay cash Short term < STVR(1) performance period > < Metric assessment and vesting confirmed by the Board in Q1 FY24, exercisable up to 15th year (1) STVR is short term variable remuneration (2) The Board has discretion to determine whether the STVR award is settled in cash or in equity interests such as rights (see point 3.2). The Board determined that FY21 STVR would be settled in cash only. (3) LTVR is long term variable remuneration (4) LTVR service is tested during the first year only The Board deemed the LTVRs granted to the CEO and CXO in FY19, subject to vesting conditions being met in August 2022, as sufficient variable remuneration for the financial year, therefore the structure outlined above only applied to the CFO and non-KMP executives in FY21. Outcomes from the FY21 STVR opportunity and FY19 LTVR that were eligible to be awarded/vest following the end of FY21 are outlined in the section titled “The link between performance and reward in FY21”. 2.2 Group’s performance at-a-glance The following outlines the Group’s performance in FY21 in the context of the prior 4 years, which is intended to assist in demonstrating the link between performance, value creation for shareholders, and executive reward: FY end date Normalised NPAT(1) $m 30/06/2021 30/06/2020 30/06/2019 30/06/2018 30/06/2017 12,088 4,560 637 (524) (5,451) NPAT(1) $m 13,954 13,909 3,764 (21) (7,754) Share price(2) $ 10.79 6.31 1.35 0.76 0.18 Change in share price $ 4.48 4.96 0.59 0.58 0.04 Dividends(3) $ - - - - - Change in shareholder wealth(4) % $ Rolling 3-year annualised TSR(5) % 4.48 4.96 0.59 0.58 0.04 71% 367% 78% 322% 29% 142% 227% 113% n/a n/a (1) Normalised Net Profit After Tax (‘Normalised NPAT’) is calculated as NPAT adjusted for any benefits received from the recognition and utilisation of historical tax losses (2) Share price at the end of the financial year (3) Dividends paid during the financial year (4) Share price change plus dividends on prior financial year (5) TSR is the sum of share price appreciation and dividends (assumed to be reinvested in shares) during the Measurement Period expressed as a growth %. While the Group is not paying the dividends, it’s equal to annualised share price growth 23 Annual Report 2021 Directors’ Report continued 3. Remuneration strategy, policy and framework 3.1. Executive (other than the founder executives) remuneration - fixed pay, total remuneration package and variable remuneration framework Total remuneration package (‘TRP’) is intended to be composed of an appropriate mix of remuneration elements including fixed pay, short- term variable remuneration (‘STVR’) and long-term variable remuneration (‘LTVR’). Fixed Pay Short-term variable remuneration (STVR) Long-term variable remuneration (LTVR) Fixed pay comprises base salary, plus any other fixed elements such as superannuation, allowances, benefits, fixed equity and fringe benefits tax for example. Fixed pay is intended to be positioned competitively in the market when assessed against suitable benchmarks but may vary with decisions around the mix of cash, equity and performance linked remuneration as negotiated between the Board and each incumbent on a case-by-case and fit-for- purpose basis. 100% of the FY21 STVR was paid in cash Performance rights vesting after 3 years Performance is measured on 12 month financial and non-financial goals, both at a Group and Individual scorecard level, with threshold, target and stretch levels The LTVR program aligns executives to shareholder interests through iTSR targets (indexed relative Total Shareholder Returns) See more detail in section 3.3. FY21 STVR goals were: • Group Revenue Growth exceeding market growth (45%) Various Group customer and employee operational goals (30%) Individual Goals (25%) • • See more detail in section 3.2. Variable remuneration is not a “bonus”, but a blend of at-risk remuneration (below target) and incentives (above target and up to stretch). Metrics selected are intended to be linked to the primary drivers of value creation for stakeholders, and successful implementation of the long-term strategy over both the short and long term. Thresholds are intended to be a near-miss of expectations, while target is intended to be a challenging but realistically achievable objective with a probability of around 50% to 60%. Stretch, on the other hand, is designed to be exceptionally challenging with a probability of around 10% to 20%. Variable remuneration outcomes and performance are linked as shown below: Performance Assessment Variable remuneration outcome Approximate market position - TRP Exceeds expectations Target to stretch - incentive/upside High in TRP market benchmark range Meets expectations Target - expected reward Around midpoint to P62.5(1) of TRP market range Below expectations Threshold to target - at risk/downside Low in TRP market benchmark range Below threshold Fixed pay only Very low within or below minimum of TRP market range (1) “P” refers to “Percentile” or the point in the sample data range below which the specified percentage of data points lie below. Executive KMP remuneration is tested regularly by reference to appropriate independently sourced comparable benchmark data, and specific advice as may be appropriate from time to time. Benchmark groups are generally designed to be based on 20 companies from the same market sector, within a range of 50% to 200% of the market value of the Group at the time, and evenly balanced to ensure measures of central tendency are highly relevant. Benchmarks may be adjusted upwards or downwards for variations in role design compared to market benchmark roles, and individual remuneration may vary by +/- 20% compared to the policy midpoint, to reflect individual factors such as experience, qualifications and performance. During the current financial year, the CFO was the only executive KMP role to receive a fixed pay increase, which was appropriate to the changes in the Group scale, complexity and operations. The Board will continue to monitor market positioning to ensure that appropriate talent can be attracted, retained and aligned. 24 Temple & Webster Group Ltd 3. Remuneration strategy, policy and framework (continued) 3.2 Executive (other than the founder executives) STVR plan A description of the STVR structure applicable for FY21 is set out below. Purpose Measurement Period To provide at-risk remuneration and incentives that rewards executives for performance against annual objectives set by the Board at the beginning of the financial year. Objectives selected were designed to support long-term value creation for shareholders, and link to the long-term strategy on an annual basis. The financial year of the Group (ending 30 June 2021). Opportunity The target value was 25% of fixed pay, with a maximum stretch target of 28% of fixed pay. Outcome metrics and weightings The STVR was dependent on meeting Group, individual and business unit (if applicable) performance objectives. For FY21, the metrics were as follows: 1. Revenue growth – 45% weighting – must exceed market growth by specified percentage, with a target of a materially higher growth rate 2. Operational metrics – 30% weighting – employee and customer metrics, must exceed prior year 3. result, with a target of a specified improvement Individual performance – 25% weighting – three to five individual metrics related to strategic implementation directly relevant to the role. Gate Settlement Malus and clawback Board discretions These metrics were selected because they are viewed by the Board as the primary drivers of value creation for the business in FY21. The Group metrics were subject to a Normalised Earnings Per Share(1) growth gate and a revenue growth gate. Awards are determined following auditing of accounts after the end of the financial year. The Board has discretion to determine whether the STVR award is settled in cash or in equity interests such as rights. The Board elected to settle the FY21 STVR in cash. The STVR is currently not subject to any malus or clawback clauses or policies, however, this may be reviewed in the next financial year. The Board has discretion to modify the awards payable to participants regardless of any performance outcome or gate, to ensure that outcomes are appropriate to the circumstances that prevailed over the Measurement Period. Corporate actions The Board has discretion to determine the treatment of unpaid STVR in the case of major corporate actions such as a change in control, delisting, major return of capital or demerger. (1) Normalised Earnings Per Share is a Normalised NPAT divided by weighted average number of ordinary shares 25 Annual Report 2021 Directors’ Report continued 3. Remuneration strategy, policy and framework (continued) 3.3. Executive (other than the founder executives) long-term variable remuneration plan A description of the LTVR structure granted in FY21 is set out below. The details of the LTVR grant that vested following FY21 completion or in FY21 are provided in latter sections (see section 3.5 and 3.6 respectively). Purpose Measurement Period To provide at-risk remuneration and incentives that rewards executives for performance against long-term value creation objectives set by the Board at the beginning of the financial year and to align the interests of executives with the interests of shareholders. 3 years from 1 July 2020 to 30 June 2023. Opportunity The target value is 25% of fixed pay (‘FP’), with a maximum stretch of double the target, or 50% of fixed pay. Instrument The LTVR is granted under the rights plan which allows for performance rights, service rights or restricted rights, each of which may be constructed as a share appreciation right (‘SAR’), which is equivalent to an Option, when an exercise price is specified. For FY21, performance rights were used for the purposes of the LTVR. Rights are not subject to dividend or voting entitlements. Price The price is nil because it forms part of the remuneration of the participant. Exercise price The exercise price is nil. Allocation method The grant number is determined by dividing the stretch LTVR value by the 30-day Volume Weighted Average Price following the release of unaudited financial results for FY20. Performance metrics and weightings FY21 granted performance rights have an Indexed Total Shareholder Return (‘iTSR’) vesting condition (100% weighting). The vesting of such performance rights will be determined by comparing the Group’s TSR over the Measurement Period with the TSR of the ASX 300 Industrials Total Return Index, according to the following vesting scale: Performance level Stretch Target Threshold Below threshold TSR of the Group vs TSR of the ASX 300 Industrials Total Return Index Index TSR + 10% TSR p.a. Index TSR + 5% TSR p.a. Index TSR

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