Temple & Webster Group
Annual Report 2022

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Appendix 4E Temple & Webster Group Ltd ABN 69 608 595 660 Financial year ended 30 June 2022 Results for announcement to the market Annual change Revenues from ordinary activities Profit from ordinary activities after tax attributable to the owners of Temple & Webster Group Ltd Profit after tax for the year attributable to the owners of Temple & Webster Group Ltd 2022 $’000 2021 $’000 426,335 326,344 Change 30.6% 11,968 13,953 (14.2%) 11,968 13,953 (14.2%) Strong growth in FY22 with revenue of $426.3m which was up 30.6% vs FY21. The reduction in profit after tax reflects the Group’s stated reinvestment strategy for FY22 which included investing in people, technology, logistics and product. The result also included an initial investment of $1.7m into the Group’s new home improvement site, The Build. Importantly, EBITDA guidance for FY22 was 2-4%, whilst the Group’s actual result was 3.8% which was at the high end of this guidance. Please see the Group’s FY22 results presentation lodged with the ASX on 16 August 2022 for information relating to an FY23 outlook. 2-Year CAGR1 using profit before tax Revenues from ordinary activities Profit from ordinary activities before tax attributable to the owners of Temple & Webster Group Ltd Profit before tax for the year attributable to the owners of Temple & Webster Group Ltd 1. Compound annual growth rate. 2022 $’000 426,335 13,250 13,250 2020 $’000 176,342 8,017 8,017 Change 55.5% 28.6% 28.6% Revenue for the year was $426.3m which is up 55% on a 2-year CAGR. The growth is presented this way in an attempt to normalise for the erratic nature of growth over the preceding two years as a result of numerous lockdown periods. The Group recommends using profit before tax as opposed to profit after tax given various tax adjustments over the 3-year period due to the recognition of historical tax losses which impact like for like comparisons. There were no dividends paid, recommended or declared during the current financial period. The Group did not put a dividend reinvestment plan in place in the current financial year. The net tangible assets per ordinary share is calculated based on 120,514,583 ordinary shares on issue as at 30 June 2022 and 120,452,928 on issue as at 30 June 2021 and is set out below: Net tangible assets per ordinary security 2022 Cents2 73.95 2021 Cents2 57.13 2. Consistent with the Australian Securities & 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. The Group holds 33% of shares in an associate, Renovai Inc. For more detailed information please refer to the attached annual report. The report has been audited and an unqualified opinion has been issued. 1 Appendix 4E 2022 Annual Report 2022 Contents 1 2 4 6 8 16 27 33 Acknowledgment of Country Summary Chairperson’s report CEO’s report Operational review Environment, social and governance Directors’ report Remuneration report audited 49 Auditor’s independence declaration 50 Consolidated statement of profit or loss and other comprehensive income 51 Consolidated statement of financial position 52 Consolidated statement of changes in equity 53 Consolidated statement of cash flows 54 Notes to the consolidated financial statements 84 Directors’ declaration 85 89 Independent auditor’s report Shareholder information 93 Corporate directory Temple & Webster Group Ltd ABN 69 608 595 660 1 2 4 6 8 16 27 33 Acknowledgment of Country Summary Chairperson’s report CEO’s report Operational review Environment, social and governance Directors’ report Remuneration report audited 49 Auditor’s independence declaration 50 Consolidated statement of profit or loss and other comprehensive income 51 Consolidated statement of financial position 52 Consolidated statement of changes in equity 53 Consolidated statement of cash flows 54 Notes to the consolidated financial statements 84 Directors’ declaration 85 89 Independent auditor’s report Shareholder information 93 Corporate directory Acknowledgement of Country Temple & Webster Group acknowledges the Traditional Owners and Custodians of Country throughout Australia. We recognise their enduring connection to the lands, the waterways, and the skies. We acknowledge the Gadigal and Wangal people, on whose lands our corporate head office is located, as well as all other First Nation Countries we operate across. We pay our respects to Elders past, present and emerging and to all Aboriginal and Torres Strait Islander peoples. 1 Annual Report 2022 Summary FY22 Revenue $426.3m 2-Year CAGR: 55% FY22 EBITDA $16.2m 2-Year CAGR: 38% (incl. The Build investment) FY22 EBITDA Margin 3.8% High end of 2-4% guidance • Temple & Webster is the leading pure play online retailer for furniture and homewares in Australia • The furniture and homewares market is large, stable and continues to shift online • Attractive customer and unit economics with a track record of taking market share • Cash flow positive, strong balance sheet position, $101m cash and no debt Sources: Euromonitor International Limited; Home Furnishings and Homewares System 2022 edition. IBISWorld Online Home Furnishing Sales in Australia Industry Report and Online Household Furniture Sales in Australia Industry Report 2 Temple & Webster Group Ltd 3 Annual Report 2022 Chairperson’s report 4 Temple & Webster Group Ltd Pleasingly, the Company’s proven ability to adapt to rapidly changing conditions has once again enabled us to keep meeting our customers’ expectations, while continuing to grow and take market share. Dear shareholders, On behalf of the Board of Directors, it gives me pleasure to present Temple & Webster’s 2022 Annual Report. This strategy enabled us to build a brand that is resonating with the next generation of shoppers and assist in growing our market share in the sectors we operate in. Temple & Webster continues to shine As we close out another financial year, the Temple & Webster team has again stepped up to successfully manage a variety of challenges throughout FY22. Pleasingly, the Company’s proven ability to adapt to rapidly changing conditions has once again enabled us to keep meeting our customers’ expectations, while continuing to grow and take market share. Revenue for the year was $426.3m which is up 55% on a 2-year CAGR. We have presented growth this way in an attempt to normalise for the erratic nature of growth over the preceding two years as a result of numerous lockdown periods. This growth reaffirms Temple & Webster’s position as one of the fastest growing retailers in Australia. EBITDA of $16.2m was up 38% on a 2-year CAGR basis, and EBITDA margin came in at 3.8% which was at the high end of our stated 2-4% range. These profit numbers include an initial $1.7m investment in our new site, thebuild.com.au. Market opportunity While the directors are happy with these results, we believe it is just a fraction of what we can achieve as the online market for furniture and homewares continues to grow. In Australia, the total furniture and homewares market is worth around $16-17 billion, of which only 15-17% has moved online. This is well behind other markets such as the US, which has around 30% online penetration with significant growth ahead of it. We are also continuing to expand our activities in the business-to-business (‘B2B’) and home improvement markets, which increases our total addressable market to more than $30 billion. These markets represent a significant opportunity for our business and are a key focus of our future growth strategy. Investing for growth During the financial year, we continued to follow our short- to mid-term reinvestment strategy. This saw us reinvest into areas that continue to build out our strategic moats, including marketing, technology development, product range and logistics, as well as into our new growth horizons. A strong balance sheet We finished the year with a cash balance of $101m and remain debt free. This balance sheet provides us with the flexibility to invest in our future growth horizons, look at inorganic opportunities where it makes sense to do so and enact capital management strategies, whilst also ensuring we have the financial strength to navigate potentially challenging macro environments. Change of company secretary In March, the Board farewelled Company Secretary, Michael Egan, who retired after almost seven years in the role. Our new Company Secretary is Lisa Jones. Lisa is a corporate lawyer and corporate governance professional with more than 20 years’ experience in commercial law and corporate affairs. I wish to sincerely thank Mike for his significant contribution to the Company and wish him all the best for his retirement. I am also delighted to welcome Lisa to the role. Thank you to the team On behalf of the Board, I would like to thank our CEO, Mark Coulter, the management team and the entire staff of Temple & Webster for their hard work throughout the year. Your passion and dedication is inspiring. I’d also like to take this opportunity to extend my thanks to my fellow directors Susan Thomas, Conrad Yiu, Belinda Rowe and our new Company Secretary Lisa Jones for their contribution and stewardship. Finally, I would like to thank you – our shareholders – for your continued support. stephen heath Non-executive Chairperson 5 Annual Report 2022 Dear fellow shareholders, With apologies to Tolstoy, it does feel that all challenging years are challenging in their own way. FY22 was no exception. It started with quasi-nationwide lockdowns, border closures and self-isolation, moving quickly into supply chain headaches, logistical bottlenecks, Federal Government changes, domestic inflation and interest rate increases, and global macro uncertainty especially with the Russia-Ukraine conflict following. Despite all of this, Temple & Webster has delivered another set of strong results with record revenue of $426.3m which is 31% up on last year and 142% on a 2-year period, which equates to a 55% 2-year CAGR. The flexibility of the business model was also evident with an EBITDA result of $16.2m which is up 38% on a 2-year CAGR, and at 3.8% of revenue, is at the highest end of our stated 2-4% range. This result included an initial $1.7m investment in our new home improvement site, the Build by Temple & Webster (‘the Build’). These results are a testament to our strategy and market position which we continued to strengthen in FY22 through reinvesting back into the business. This included investing in areas that allow us to maintain our competitive advantage, including technology and data, logistics services, content and merchandising capabilities. We also accelerated our investment into sectors adjacent to our core furniture and homewares business – trade and commercial and home improvement. These are areas we believe will deliver significant growth for our business in the years to come. Our results also reflect the incredible resilience of our team and their determination to keep delivering beautiful solutions for our customers, no matter what the pandemic throws at us. This has contributed not only to the growth of our business over the past year, but to bringing happiness into the lives of the hundreds of thousands of Australians who bought our products. Building on strong foundations Ultimately, the fundamentals of our business haven’t changed. The market opportunity hasn’t changed. Our strategy hasn’t changed. And, importantly, our aspirations haven’t changed. CEO’s report 6 Temple & Webster Group Ltd We remain confident our strategy is resonating with the next generation of shoppers and that we are well placed to continue to gain share in the markets we operate in. our position as conditions change. Importantly, the ongoing shift from offline to online is one driven by demographic and consumer behaviour changes which are independent of any cyclical macroeconomic factors. Although FY23 year-on-year growth will be volatile as we finish lapping COVID impacted numbers in FY22, our strategy remains consistent. Through our growth initiatives, we aim to maximise growth as well as to improve profit margins. This will be done through our ongoing program of margin improvement and cost base management, and phasing of longer-term investments. Thank you to the Tempster team As always, I’d like to say a huge thank you to the Tempster team. Dealing with everything the pandemic has thrown our way hasn’t been easy. We salute you for the energy, passion and drive that has allowed us to keep on delivering beautiful solutions for our customers throughout this challenging period. mark coulter Chief Executive Officer We want to be known for having the best range in our category. We want consumers to see us as the place to go for great-quality products at affordable prices. We want to inspire people to make their homes more beautiful with inspirational content and services. We want to create exceptional customer experience at every step of the journey, from browsing to accepting a delivery. And we want to achieve all of this with a strong foundation of data- driven marketing, world-class technology and exceptional execution from our team. These aspirations feed into our mission to deliver beautiful solutions for our customers’ homes and workspaces, and for all our other stakeholders, including suppliers and shareholders. To do this, we intend to continue forging closer relationships with our suppliers, investing in areas like technology and data that allow us to differentiate our offering, and expanding our logistics capabilities. We will also keep pushing into the complementary markets we’ve identified for future growth. We remain confident our strategy is resonating with the next generation of shoppers and that we are well placed to continue to gain share in the markets we operate in. Where to from here? As we head into FY23, we understand this isn’t the time to be complacent. With prevailing economic conditions such as interest rate increases and cost of living pressures all likely to weigh on discretionary spending, Australia could be in for a difficult 12 months ahead. At Temple & Webster, we’re not immune to these uncertain economic conditions, but we believe we have several factors in our favour as we consider what comes next. The most important of these is the financial strength of our business itself. As our FY22 results show, we are not only the market leader in our sector but are still growing, profitably. Our flexible business model also enables us to withstand market pressures. We have access to a variety of variable performance levers within the business, including overhead management, nimble pricing, promotional strategies and a variety of marketing channels that we can use to optimise 7 Annual Report 2022 Operational review 8 Temple & Webster Group Ltd Market leading growth and attractive customer metrics Revenue of $426.3m was up 31% on FY21 and up 142% on FY20 which is a 55% 2-year CAGR which demonstrates the Group’s ability to consistently outperform. Figure 1: Revenue, $m 500 450 400 350 300 250 200 150 100 50 0 FY17 FY18 FY19 FY20 FY21 FY22 Revenue growth was driven by both an increase in active customers which were up 21% on FY21: Figure 2: Active Customer Growth 1,000,000 900,000 800,000 700,000 600,000 500,000 400,000 300,000 200,000 100,000 0 7 1 n u J 0 3 7 1 c e D 1 3 8 1 n u J 0 3 8 1 c e D 1 3 9 1 n u J 0 3 9 1 c e D 1 3 0 2 n u J 0 3 0 2 c e D 1 3 1 2 n u J 0 3 1 2 c e D 1 3 2 2 n u J 0 3 9 Annual Report 2022 Operational review continued And increases in revenue per active customer (‘RPAC’), the 8th consecutive quarter of growth: Figure 3: Revenue per active customer up 6% $500 $450 $400 $350 $300 $250 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 1 2 p e S 1 2 c e D 2 2 r a M 2 2 n u J Despite inflationary pressures on Customer Acquisition Costs (‘CAC’), our 12-month ROI has remained at ~2 with CACs remaining below $70. Figure 4:  12-month marketing ROI ~2 despite $69 CAC 2.4 2.0 1.6 1.2 0.8 0.4 0.0 CAC As at 30 June 2021 As at 30 June 2022 $58 $69 Marketing ROI = Margin $ / CAC Margin = Revenue per active customer as at 30 June 2022 x delivered margin % for FY22 CAC = Total marketing spend for FY22 x 75% (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 FY22 1010 EBITDA at the highest end of guidance Importantly, this was profitable growth, EBITDA was $16.2m (3.8% of revenue) which was at the high end of our stated 2-4% EBITDA range and equates to a 2-year CAGR of 38%. This result included an initial investment into the Build of $1.7m. Figure 5: EBITDA, $m Covid outlier 25 20 15 10 5 0 -5 -10 FY17 FY18 FY19 FY20 FY21 FY22 Trade and Commercial (B2B) grows by 39% This year our trade and commercial (‘B2B’) division grew by 39% year on year. This is despite the commercial sector experiencing significant disruptions due to the pandemic. B2B now represents 8% of our total business, with considerable potential to grow. Figure 6: Revenue, $m $10,000 $8,000 $6,000 $4,000 $2,000 0 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 2 2 Y F 1 Q 2 2 Y F 2 Q 2 2 Y F 3 Q 2 2 Y F 4 Q Key area of focus included the development of partnership packages for high-value builder-developer customers – including display designs, furniture packages and marketing and selling incentives Temple & Webster Group Ltd Temple & Webster Group Ltd Home improvement grows by 61% Pleasingly, our new home improvement category grew 61% year on year, albeit off a small base. With the Australian home improvement market worth $26 billion, $16 billion of which is relevant to our business, this sector represents a significant opportunity to maximise our share of the total spend in the home. Currently, this market lags furniture and homewares in terms of online penetration. However, we believe we’ll see similar market dynamics to those we’re already seeing in furniture and homewares. This includes a shift to online shopping as a channel of choice for shoppers who have grown up buying everything online and are now buying, decorating and renovating their homes. = $16.4b in scope market opportunity Product class Tools and equipment Garden and landscaping Paint and supplies Window furnishings Flooring Plumbing fixtures Other products Online <5% Less than 5% moved online 1111 Annual Report 2022 Annual Report 2022 Operational review continued 1212 To further capitalise on this opportunity, we launched a new online-only store for home renovators, The Build by Temple & Webster (thebuild.com.au). Leveraging our core technology platform, digital marketing and data expertise, The Build features an initial range of more than 20,000 products across 40 categories. Our goal is for it to become Australia’s first-stop shop for all things DIY and home improvement. Expanding our Private Label strategy Our owned inventory or ‘Private Label’ range remained a strategic focus for the business in FY22. The range is sourced and imported directly by Temple & Webster from more than 100 overseas suppliers. This delivers higher margins than our core drop-ship range and provides logistical simplicity by placing inventory closer to customers. In FY22, Private Label represented 27% of our sales for the year. Figure 7: Private label share (% of total sales) 26% 27% FY21 FY22 We have also launched a new house brand – Loft 23. Temple & Webster Group Ltd Temple & Webster Group Ltd These brands are created to facilitate user search and discovery, especially as the catalogue continues to grow. More brands are to be launched in FY23. Product pages continue to be improved with additional content added, enriching product descriptions to drive conversion rate. We continue to invest in people and capabilities in this area, expanding our buying and planning teams and our data science capabilities to improve forecasting and inventory management. Moving forward, we see Private Label playing a key role in expanding longer-term margins as its share increases from where it is today. 1313 Annual Report 2022 Annual Report 2022 Operational review continued Managing supply chain issues and Net Promoter Score Temple & Webster sources products from more than 100 factories for our Private Label and more than 500 drop-ship suppliers, who work with thousands of factories globally. Net Promoter Score (score range: -100% to 100%) World Class Stretch Target (NPS = 70) 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 2 2 Y F 1 Q 2 2 Y F 2 Q 2 2 Y F 3 Q 2 2 Y F 4 Q 100% 80% 60% 40% 20% 0% -20% -40% -60% -80% -100% Our asset light supply chain provides operational excellence through a digitally connected physical network of partners, who are collectively focused on providing an industry-leading experience to e-commerce homewares, furniture and home improvement customers (‘B2C’ & ‘B2B’) Our sourcing approach allows us to mitigate single point reliance Our fulfilment model allows us to avoid bottlenecks and other impacts Our delivery network allows us to balance demand and capacity 1,000s of factories around the world 100+ private label factories 240k+ products ready for quick ship 100s of pick up points ~65% of population within two hours of our private label facilities Delivery Partners are integrated providing a diversified network Scale 1,000s of deliveries made daily allow us to gain priority <40 hrs most customer orders are picked and shipped Forecasts are provided to our network of partners to secure capacity Transport Control Tower anticipates and resolves delivery issues The 65% population within two hours of our private label facilities reflects expected metric once all facilities are operational – expected early 2023. With COVID-19 continuing to affect manufacturing and transportation this year, maintaining diversity in our supply chain allowed us to stay ahead of logistical bottlenecks and workforce capacity issues and adapt our fulfilment strategies before they impacted customer experience. For example, if a particular market or factory was affected by delays, we were able to substitute other products from our range. Overall, having a diversified supply chain enabled us to scale sustainably during the pandemic whilst ensuring our customers had a great experience. 1414 Temple & Webster Group Ltd Temple & Webster Group Ltd Leading with technology Temple & Webster continues to invest in market-leading technology aimed at improving customer experience, including artificial intelligence (‘AI’), augmented reality (‘AR’), 3D and mobile apps. This year, we more than doubled the number of software engineers in our team and continued to add to our data and analytics team. We also increased our investment in our Israeli start-up technology partner Renovai. Renovai’s AI interior design tool currently powers our product recommendation mood boards. We are also extending the service into areas such as AI-generated display suites packages for our developer clients. Meanwhile, we have made substantial progress with live trials of our 3D augmented reality service and building out our library of 3D assets. These are being used to complement existing 2D imagery on product pages. Our goal is to have the largest 3D catalogue of furniture and homewares in Australia. Metrics for our iOS and Android apps continue to improve, with more than 51% of consumer orders now placed on a mobile device. The apps also have a higher average order value and conversion rate than the mobile site. Customers migrating to the app are also more likely to place a repeat order. 1515 Annual Report 2022 Annual Report 2022 Environment, social and governance 16 Temple & Webster Group Ltd Our commitment to building a more sustainable future At Temple & Webster, we believe sustainability is an essential part of delivering on our vision to make the world more beautiful, one room at a time. We have continued to make improvements across the core areas of our business to ensure we deliver beautiful solutions for our stakeholders while also creating long-lasting value and meaningful impact for the future. We are also committed to delivering positive and substantial change for the planet, society and our shareholders. In line with this, we’re consistently improving the standards that underpin our actions. Figure 8: FY22 Goals and Status Goals Develop a materiality assessment to identify the key risks and opportunities relevant to our business Status Complete Establish a sustainability roadmap to guide and prioritise future actions Complete Recruit a full-time Sustainability Officer Complete Develop supplier action plans to address modern slavery risk In Progress Contribute to reconciliation and develop a Reconciliation Action Plan In Progress Developing a roadmap for the future In FY21, we committed to making considered investments to support the development and execution of our sustainability roadmap. This included hiring a dedicated Sustainability Officer in our Quality, Compliance and Sustainability team to facilitate its implementation. Last year, we worked with an independent external consultant, thinkstep-anz, to develop a sustainability roadmap that will allow us to prioritise actions in the areas that: • are most relevant to us as a business • deliver the most impact in our industry • create long-term material value • best align with global sustainability standards and frameworks. For completeness and quality assurance, the development of the roadmap was informed by a materiality assessment. This involved surveying our internal stakeholders to find out which environmental, social and governance (‘ESG’) issues they believe are material to our business. We also surveyed our external stakeholders to find out which issues are important to them. This assessment revealed the areas where stakeholders believe Temple & Webster has the most opportunity to create positive sustainability outcomes for our customers, employees and the communities in which we operate. These are shown in Figure 9, which plots the importance of specific issues for stakeholders and their impact on the business. The importance of sustainability issues and their material impact on the business Figure 9: Our sustainability materiality matrix HIGH Employee wellbeing and diversity and inclusion Responsible sourcing Responsible packaging MEDIUM Waste reduction and landfill diversion Sustainability communication Carbon emissions Environmental protection Product safety and quality Compliance Circular economy Animal welfare Australian made products Charity and workplace giving Water and energy consumption LOW s s e n i s u B n o t c a p m I 11 10 9 8 7 6 5 4 3 2 1 0 1 2 3 4 5 6 7 8 9 10 11 Amalgamated Stakeholder Importance • Environmental sustainability • Social sustainability • Governance sustainability Bubble size reflects ease of implementation (larger bubbles are easier to implement) By identifying initiatives that correspond with our current risks and opportunities – and aligning these with the issues that are important to our stakeholders – we are confident we can continue to drive sustainability across our value chain. 17 Annual Report 2022 Environment, social and governance continued As a result of our consultation process, we determined four key focus areas for our sustainability roadmap: • carbon and energy management • product stewardship (measures such as responsible sourcing, waste reduction and landfill diversion that promote a circular economy) • responsible packaging • employee wellbeing, and diversity and inclusion (‘D&I’) We also identified several opportunities to deliver lasting and meaningful change associated with each of these focus areas (Figure 10). Opportunities to deliver lasting and meaningful change Figure 10: Our sustainability focus areas Focus area Opportunities Our approach Carbon and energy management We have an opportunity to: We will: • transition to renewable energy sources for our direct electricity consumption • calculate our carbon footprint in line with the Greenhouse Gas Protocol Corporate Standard • collaborate with property owners to • establish a carbon reduction plan that sets measurable investigate renewable energy infrastructure • reduce our carbon footprint against measurable targets. emissions reduction targets and works towards decarbonisation • identify and (where possible) implement energy efficiency options. Product stewardship We have an opportunity to: We will: • transition to lower-impact materials, including certified, circular, recycled and renewable materials • • increase the scope of certification of our range reduce operational waste and increase our  office waste recovery rate • divert more waste from landfill by moving into the circular economy or recovery alternatives. • continuously review end-of-life product solutions to maximise responsible and ethical outcomes. Responsible packaging We have an opportunity to meet the 2025 National Packaging Targets (refer to page 21) by: • designing packaging for recovery and transport efficiency • optimising material efficiency • • incorporating recycled or renewable materials increasing recycling awareness through education. We will: • capture the packaging material of our Private Label range and establish a baseline for future reporting • audit our Private Label packaging data to determine recyclability, recycled content and areas for improvement • identify packaging reduction strategies and implement change where applicable. Employee wellbeing and D&I We have an opportunity to: We will: • continue to provide a workplace that is inclusive and safe • partner with more D&I service providers, mentors and trainers to further support our D&I journey • give employees the chance to pursue personal and professional development and learning. • continue to support employee wellbeing with access to fully reimbursed mindfulness apps and a free employee assistance program (‘EAP’) • encourage a growth mindset in our employees and support their aspirations. Our sustainability roadmap has been integrated with our broader business strategy and will guide our actions over the next three years. 1818 Temple & Webster Group Ltd Temple & Webster Group Ltd Caring for the planet Carbon and energy management Climate change is one of the most significant crises of our time. It is clear that business as usual is no longer good enough. Instead, businesses, communities and countries must step up their efforts to combat climate change by reducing the amount of carbon they emit. In FY21, we disclosed our intention to reduce our carbon footprint. In order to do this, we first needed to assess and understand the scale of the issue in relation to our business. In the current financial year, we partnered with an independent external carbon consultant, Carbon Neutral, to calculate our carbon footprint in line with the Greenhouse Gas Protocol Corporate Standard. Carbon emissions are classified as Scope 1, Scope 2 and Scope 3. Scope 1 emissions are direct emissions that occur as a result of operations that we control, such as the functioning of our head office. Scope 2 emissions are indirect emissions that relate to the consumption of electricity. Scope 3 emissions are also indirect emissions (not included in Scope 2) that occur in the value chain outside of our operational control, such as the manufacturing, transportation and disposal of our products. In FY22 we focused on emissions within our operational control and calculated Scope 1 and 2 emissions. This assessment found we emitted 197.21 tonnes of carbon dioxide equivalent in Scope 1 and Scope 2 emissions over the course of the year. We plan to add the measurement of our Scope 3 emissions – indirect emissions that occur through our value chain – in FY23. Following the calculation of our carbon inventory we will establish a carbon reduction plan in H1 of FY23 and set measurable emission reduction targets for FY24. Our goal is to achieve a 45% carbon reduction by 2030, in line with the United Nations Sustainable Development Goal (‘SDG’) on climate action. FY22 Key Achievements Our Objectives COMPLETED CARBON ASSESSMENT of our Scope 1 and 2 emissions WE WILL OFFSET 100% of our Scope 1 and 2 emissions from FY22 in FY23 WE WILL COMMENCE PROCURING RENEWABLE ENERGY for our head office in FY23 1919 Annual Report 2022 Annual Report 2022 Environment, social and governance continued Product stewardship As Australia’s leading pure play online retailer for the home, we understand that the most positive impact we can have on the planet will stem from our range of products. We are committed to taking steps each year to improve the sustainability credentials of our range by focusing on product design, material sourcing and end-of-life solutions. As part of our FY21 commitment, we are continuing to work with our supply chain to expand the proportion of our range that has achieved globally recognised third-party certification, such as OEKO-TEX, Global Organic Textile Standard, and Better Cotton Initiative. We also maintain a stringent due diligence process to assess the legality of timber materials in our imported product range. This process requires us to conduct a risk audit of the full chain of custody of our imported timber products, all the way up to the point of harvest, on an ongoing basis. In the future, we aim to promote sustainable forestry practices by sourcing more timber products that are certified under leading certification schemes, such as Forest Stewardship Council®. Globally recognised product certifications also assist us to combat modern slavery within our supply chains. In FY22, we audited our suppliers for social and ethical compliance with labour standards and supported them to implement corrective actions, where needed. We also recognise how important it is for us to remain focused on finding more sustainable solutions for operational waste. To do this, we are looking to introduce new methods of monitoring and reducing the amount of waste we send to landfill. Our overall goal is to not only divert waste from landfill but to also make a difference within the broader community. We aim to do this through collaborations with industry experts and organisations and not-for-profit and charity partners. FY22 Key Achievements Our Objectives ETHICAL FACTORY AUDIT REPORTS on file for 100% of private label suppliers WE WILL BENCHMARK OUR DIVERSION ACTIVITIES and set a new diversion target for FY24 All Australian-based employees have access to MODERN SLAVERY AWARENESS training WE WILL CONDUCT A WASTE AUDIT of our head office to optimise onsite waste collection systems for greater diversion in H2 FY23 Procurement teams will receive SPECIALISED MODERN SLAVERY RISK TRAINING in H2 FY23 2020 Temple & Webster Group Ltd Temple & Webster Group Ltd Responsible packaging Reducing the amount of packaging waste that goes to landfill is of utmost importance for our customers and our business. In FY21, we committed to making packaging sustainability a key focus area for our business. We are committed to meeting Australia’s 2025 National Packaging Targets. Launched in 2018, these targets are designed to create a new sustainable pathway for the way packaging is managed in Australia. The targets include: • 100% of packaging is reusable, recyclable or compostable • 70% of plastic packaging is recycled or composted • an average of 50% recycled content is included in packaging • unnecessary single-use plastic packaging is phased out. In FY22, we became members of the Australian Packaging Covenant Organisation (‘APCO’), which aims to keep packaging materials out of landfill and retain the maximum value of the materials within the local economy. To achieve optimal outcomes for our packaging, we have started to capture packaging and product data. This includes requesting packaging data from all our Private Label suppliers to understand which materials are used in our packaging and where we can have the most impact. Although some progress has been made, packaging remains a significant area of focus for us and we will continue to work to divert waste from landfill and reduce our environmental impact from product packaging in FY23. FY22 Key Achievements Our Objectives Became a SIGNATORY TO APCO in January 2022 PACKAGING BASELINE ESTABLISHED FOR 86% of our private label range Designed new delivery satchels made from 80% RECYCLED content We will ENGAGE AND COLLABORATE WITH OUR SUPPLIERS to develop strategies to achieve the 2025 National Packaging Targets We will REDUCE OUR PACKAGING FOOTPRINT through increased use of recycled and recyclable materials We will REDUCE THE AMOUNT OF POLYSTYRENE PACKAGING used in our private label range 2121 Annual Report 2022 Annual Report 2022 Environment, social and governance continued Supporting our people and communities COVID-19 response During FY22, we continued to monitor the challenging situation created by COVID-19. This included surveying our employees to understand how they felt about the pandemic and what help they needed. As a result of this consultation, we have accommodated employees’ preferences for hybrid working and provided all employees with a $750 store credit to ensure a comfortable and appropriate set-up of their home working environment. To ensure team members felt supported, we hosted a number of engagement sessions including a Company-wide EAP consultation session to help in the management of stress and anxiety caused by COVID-19. We maintained our regular business rhythms and meeting cadence through online video conferencing, including our weekly all hands meeting and quarterly one-on-one check-ins to facilitate ongoing human connection throughout the pandemic. Employee development and wellbeing At Temple & Webster, we strive to deliver the opportunities and support employees’ need to grow their careers and thrive as individuals. In FY22, we created a new Learning and Development (‘L&D’) team that hit the ground running. Key projects included developing a new Learning Management System, which will launch in early FY23. Our goals with the learning platform are to: • deliver easily accessible and quality online learning content • establish learning pathways for all roles • meet our regulatory and compliance training and reporting obligations • measure on the impact of learning • deliver scalable learning solutions at speed. The L&D team rolled out a career development training program for leaders and employees to ensure everyone has a career development plan to work towards. We expanded our existing training and upskilling programs to help ensure we retain our top talent and use their strengths across the business. As part of our commitment to supporting the health and wellbeing of our employees, team members are invited to participate in daily mindfulness sessions when they are working in our office. Employees are also fully reimbursed for the purchase of a mindfulness app, so they can practice meditation and mindfulness whenever and wherever they want. We also provide all of our employees with free access to an EAP. The EAP can be accessed confidentially at any time for support and counselling for a broad range of issues. It also offers a variety of strategies and tools to help employees manage stress and deal with conflict in personal and professional situations. A popular initiative in FY22 has been the introduction of catered lunches in our office three days a week. These encourage employees to interact socially with their peers and re-establish relationships impacted by the extended lockdowns experienced in 2021. FY22 Key Achievements Our Objectives Commenced the development of an INTERNAL LEARNING AMBASSADORS PROGRAM SUPPORTED R U OK? DAY with Company-wide communications We will ROLL OUT OUR ONLINE LEARNING PLATFORM for all Australian-based employees in H1 FY23 We will DELIVER LEADERSHIP CAPABILITY PROGRAMS to all Australian-based people leaders 2222 Temple & Webster Group Ltd Temple & Webster Group Ltd Diversity and inclusion As a business serving a wide range of customers throughout Australia, we are committed to employing people that represent all aspects of diversity – visible and invisible. We aim to create an environment where people can flourish and play to their unique strengths, while experiencing a sense of belonging. This commitment to diversity and inclusion contributes to our pride in the company we’ve built, as well as our high employee engagement scores. This year, we became members of Pride in Diversity – the national not-for-profit employer support program for LGBTQ workplace inclusion. Through this partnership we provided our employees with training on LGBTQ awareness. We rolled out an education campaign on the use of pronouns and the role they play in ensuring team members feel respected and supported. Another successful initiative in FY22 was our Multicultural Day in May. This fun day saw many employees dress in traditional clothing, share delicious dishes and teach us how to say Temple & Webster’s mission in a range of languages. FY22 Key Achievements Our Objectives Became an OFFICIAL PARTNER of ACON’s Pride in Diversity Program We will provide LGBTQ AWARENESS TRAINING to all Australian-based employees in FY23 Established a ‘Pride Committee’ to ensure the recruitment, onboarding and working experience for LGBTQ TEAM MEMBERS IS AUTHENTICALLY SAFE AND INCLUSIVE CREATED ALL-GENDER FACILITIES for use by employees and visitors We will develop a more detailed METHODOLOGY FOR UNDERSTANDING the diversity of our workforce 2323 Annual Report 2022 Annual Report 2022 Environment, social and governance continued Advancing reconciliation We are dedicated to playing our part in advancing reconciliation in Australia and closing the gap between Aboriginal and Torres Strait Islander peoples and all other Australians. We aim to: • develop authentic and meaningful partnerships with Aboriginal and Torres Strait Islander communities • listen and work collaboratively towards defining our sphere of influence • establish a long-term strategy to ensure our impact is positive through measurable targets and goals. To guide us through this process, we have partnered with an independent external Indigenous consultancy, Murawin, which is certified by Supply Nation – Australia’s largest national directory of Aboriginal and Torres Strait Islander businesses. Working with Murawin, we have started developing our Reflect Reconciliation Action Plan. This is in line with our FY21 commitment. We have also undertaken an Acknowledgement of Country workshop to help us understand and recognise that the work we do is on Indigenous land and that Country underpins everything Temple & Webster does. Our partnership also extends to developing employee capability to understand Aboriginal and Torres Strait Islander cultures, experiences, history and how to approach working with Country to ensure mutual benefit. We also aim to develop our cultural awareness by recognising connections with Country to inform the planning, design and delivery of place-based projects. FY22 Key Achievements Our Objectives We established a RECONCILIATION ACTION PLAN WORKING GROUP We will have our REFLECT RECONCILIATION ACTION PLAN SUBMITTED in H1 FY23 WE DEVELOPED OUR ACKNOWLEDGEMENT OF COUNTRY in collaboration with our Indigenous consultant partner, Murawin We will publish our ACKNOWLEDGEMENT OF COUNTRY ACROSS MAJOR COMMUNICATION CHANNELS in H1 FY23 2424 Temple & Webster Group Ltd Temple & Webster Group Ltd Giving back Supporting the communities we operate in is part of our DNA. In FY22, we enjoyed another successful year of partnership with Women’s Community Shelters (‘WCS’) – an organisation that provides community-based emergency accommodation and support for vulnerable women and children. Our primary contributions this year included providing furniture, homewares and styling for a new shelter at Revesby, Biyani House. We were also pleased to help fulfill many other requests for furniture and homewares for the organisation’s shelters across New South Wales. In June, employees had the opportunity to volunteer at a working bee for WCS in Gosford, where they helped transform an aged care facility into a residential facility for women aged 55+ who need a home. We also partnered for the first time with the Black Dog Institute, a not-for-profit organisation for the diagnosis, treatment and prevention of mood disorders such as anxiety and depression. As part of our partnership, our trade and commercial division styled and furnished treatment rooms at St Vincent’s Hospital. Throughout the year, we encouraged employees to help where they could by donating to worthy causes – including supporting the victims of the New South Wales and Queensland floods and Ukrainian refugee organisations – and matched their donations. In May, we ran an auction where employees donated their skills and crafts to raise additional money for both initiatives. FY22 Key Achievements Our Objectives OVER $23,000 DONATED to various charitable organisations WE WILL CONTINUE TO DONATE TO CHARITABLE ORGANISATIONS IN FY23 OVER 700 ITEMS DONATED to WCS VOLUNTEERED TIME TOWARDS ONSITE WORKING BEES to help prepare shelters for WCS We will CONTINUE OUR SUPPORT OF WCS in the form of donated products, other goods, and volunteer time (working bees, expertise) 2525 Annual Report 2022 Annual Report 2022 Environment, social and governance continued Being a good corporate citizen Integrity We are committed to the high ethical standards outlined in our Code of Conduct. We expect our employees to act honestly and with personal integrity in all their dealings on behalf of the Company, including in their interactions with colleagues, business partners, customers and the community. Our Code of Conduct is available from www.templeandwebstergroup.com.au. Customer data and privacy As a leading online retailer, our platforms need to be secure to protect our customer and operational data. To that end, we align our cyber security practices with Essential Eight mitigation strategies and use ISO 27001 Information Security Standard as a framework. We have dedicated cyber security resources to manage the implementation of our cyber security roadmap, including a cyber security officer and operational cyber security staff. We also engage independent industry experts to perform audits across our platforms, policies and processes, including penetration testing, with the goal of continuous improvement. Corporate governance The Board of Directors (‘the Board’) of Temple & Webster Group Ltd is committed to high standards of governance, legislative compliance and financial and ethical behaviour. It is responsible for the overall operation, stewardship and governance of the Company. The Board has adopted a framework of corporate governance principles, policies and practices that are in line with the ASX Principles and Recommendations to promote responsible governance. Our Corporate Governance Statement reports the Company’s compliance with the fourth edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations and has been approved by the Board. The Corporate Governance Statement and further details about corporate governance policies adopted by the Company and the Board are available on the Company’s website, www.templeandwebstergroup.com.au. 2626 Temple & Webster Group Ltd Temple & Webster Group Ltd Directors’ report 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 2022. 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 Principal activities Temple & Webster is Australia’s largest 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, whereby products are sent directly to customers by suppliers, enabling faster delivery times and reducing the need to hold inventory, allowing for 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. The Build by Temple & Webster (www.thebuild.com.au) is a pure play online retailer for home improvement. Sharing the same mission as its leading furniture and homewares sister site Temple & Webster, The Build helps Australians make their homes more beautiful and turn home renovators’ visions into reality by providing the biggest and best range, a beautiful and easy shopping experience, and inspirational content. Temple & Webster Group’s registered office and principal place of business is Unit 1a, 1-7 Unwins Bridge Road, St Peters, Sydney, Australia and it 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. Operating and financial review Key operating and financial metrics for the year ended 30 June 2022 include: • Record revenue result of $426.3m which is up 31% on FY21 and up 142% on FY20 which equates to a 55% 2-year CAGR • Revenue result was driven by increase in both active customers (up 21% on FY21) and revenue per active customer (up 6% on FY21) • Gross margin % in line with last year at 45.2%, despite significant inflationary pressures, which is a testament to the diversification in the Group’s supply chain and strategic positioning with suppliers • EBITDA of $16.2m was at the highest end of the Group’s communicated range (of 2-4%) at 3.8%. This result included an initial investment in the Group’s new site – thebuild.com.au of $1.7m • The Group’s ability to drive positive cash flows was also on display with an ending cash position of $101.0m which was up $3.5m on FY21, despite investments into inventory, new HQ office fit-out ($4.2m) and a further investment of USD $1.5m into the Group’s Israeli artificial intelligence and augmented reality (AI/AR) start-up – Renovai Please refer to the operational review section and the Group’s FY22 results presentation for further commentary on the Group’s financial and operational results. 2727 Annual Report 2022 Annual Report 2022 Directors’ report continued 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 Description Continued growth of retail e-commerce in general and growth in demand may be affected by economic factors New and existing competitors could adversely affect prices and demand and decrease the Group’s market share Supply chain might be disrupted Political, economic or social instability While the B2C retail e-commerce 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. The furniture and homewares segment is highly fragmented. Competition can arise from a number of sources including traditional offline retailers, multi-channel, mono-channel, multi-branded retailers, and online-only e-commerce 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’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. Performance, reliability and security of websites, databases and operating systems 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 attacks 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 property or independent development of technology 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. 28 28 Temple & Webster Group Ltd Temple & Webster Group Ltd Key risk Description Laws and regulations may change Key Management Personnel (‘KMP’) 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 KMP. 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. Significant changes in the state of affairs During the period, the Group increased its investment in Renovai, Inc; a start-up developing AI/AR interior design tools to accelerate the Company’s growth after a successful pilot. The additional investments entailed cash considerations totalling to USD $1,500,000 in exchange for additional shares in the Company, enabling the Group to exercise significant influence over the investee from the investment date onwards. The Group’s investment is in alignment with its strategy to innovate its digital offering through 3D and AI/AR generated tools to help customers navigate the vast range of furniture and homewares to aid engagement and conversion. The Group also launched The Build by Temple & Webster (www.thebuild.com.au), a new online-only store for home renovators providing an easier and more convenient way to shop for all things DIY, renovation, and home improvement. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 30 June 2022 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 KMP. 2929 Annual Report 2022 Annual Report 2022 Directors’ report continued 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: Other current directorships: 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 include 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. Non-executive director of Best & Less Group Holdings Ltd (appointed on 24 June 2021). Former directorships (last 3 years): Chair of Shiro Holdings Limited (appointed on 24 October 2019 and resigned on 2 November 2021). Chair of Redhill Education Limited (appointed to Board on 1 September 2019, elected as Chair on 1 December 2020 and resigned on 30 October 2021). Special responsibilities: Chair of the Board Interests in shares: 34,000 Interest in options over shares: Interests in restricted rights: 181,026 1,946 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: 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), Director of Nuix Limited (appointed on 18 November 2020), Director of Cash Converters International Limited (appointed on 1 April 2022) and Maggie Beer Holdings Limited (appointed on 1 July 2022). Former directorships (last 3 years): 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 and Chair of the Technology Management Committee Interests in shares: Nil Interests in options over shares: 181,026 Interests in restricted rights: Nil 30 30 Temple & Webster Group Ltd Temple & Webster Group Ltd Information on directors Name: Title: Conrad Yiu Non-Executive Director Qualifications: Bachelor of Commerce from the University of New South Wales and a Master of Business Administration from the University of Cambridge. Experience and expertise: 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 within 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 and technology investments in public and private markets. Other current directorships: Non-Executive Director of FiscalNote (NYSE: NOTE) (appointed on 25 October 2020). Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 2,327,933 Interests in options over shares: Interests in restricted rights: 181,026 5,837 Name: Title: Belinda Rowe Independent Non-Executive Director Qualifications: Bachelor of Arts Monash University, AFA (‘Advertising Federation Australia’) Graduate, GAICD (‘Australian Institute Company Directors’) 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 at Telefonica O2 in UK (now Virgin Media O2) leading Brand and Marketing Communications. Belinda was also Executive Director of Mojo Australia, CEO of ZenithOptimedia Australia and New Zealand and former Chair of the Advertising Council Australia (previously Advertising Federation of Australia). Other current directorships: Independent Non-Executive Director of HT&E Limited (appointed on 5 February 2019), 3P Learning Limited (appointed in September 2021) and Nominated Director of Soprano Design Limited (appointed on 22 September 2020). Former listed enitity directorships (last 3 years): None Special responsibilities: Chair of the Nomination and Remuneration Committee Interests in shares: 3,500 Interests in options over shares: Nil Interests in restricted rights: 1,946 3131 Annual Report 2022 Annual Report 2022 Directors’ report continued Information on directors Name: Title: Mark Coulter Managing Director Qualifications: Bachelor of Law 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 is a co-founder of a logistics and technology company servicing many of Australia’s largest online and omni-channel retailers. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chief Executive Officer Interests in shares: 1,895,322 ordinary shares Interests in options over shares: 5,000,000 Interests in restricted rights: Nil ‘Other current directorships’ quoted above are current directorships for listed entities only and exclude directorships of all other types of entities, unless otherwise stated. ‘Former directorships (last 3 years)’ quoted above are directorships held in the last three years for listed entities only and exclude directorships of all other types of entities, unless otherwise stated. Company secretary Lisa Jones is Company Secretary of Temple & Webster Group Ltd. Lisa is a corporate lawyer and corporate governance professional with more than 20 years’ experience in commercial law and corporate affairs, working with both publicly listed and private companies in Australia and in Europe after starting her career in the corporate practice of Allens. She was appointed Company Secretary on 30 March 2022 following Michael Egan’s resignation. Meetings of directors The number of meetings of the Group’s Board of Directors (‘the Board’) held during the year ended 30 June 2022, and the number of meetings attended by each director were: Full Board Nomination and Remuneration Committee Audit and Risk Management Committee Technology Management Committee Attended Held Attended Held Attended Held Attended Held Stephen Heath Susan Thomas Conrad Yiu Belinda Rowe Mark Coulter 11 12 12 12 12 12 12 12 12 12 5 5 4 5 – 5 5 5 5 – 6 6 6 6 – 6 6 6 6 – – 2 2 2 2 – 2 2 2 2 Held: represents the number of meetings held during the time the director held office. 32 32 Temple & Webster Group Ltd Temple & Webster Group Ltd Remuneration report audited Dear shareholders, On behalf of the Board, it gives me great pleasure to present the FY22 remuneration report. As Stephen mentioned in his Chair letter, FY22 was certainly another year full of events challenging the team, the strategy and the business model. Pleasingly, the results presented in the Annual Report show that the Group performed strongly during periods of both high consumer demand brought on by lockdowns, but also performed strongly from a profit perspective, during periods of weaker consumer demand, showcasing the Group’s capital light, flexible business model. These results have all been underpinned by the strength of the Temple & Webster team and culture. Off the back of a successful FY22, the Board has 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. The Board is confident in the Group’s remuneration structures and firmly believes the FY22 Remuneration outcomes described below are fair and reasonable, and also achieve the appropriate balance of rewarding and incentivising our key executives, while also meeting the needs of shareholders. FY22 Remuneration Outcomes The key remuneration outcomes for FY22 were: • There were no changes to the remuneration package for Mr Mark Coulter, Chief Executive Officer (‘CEO’) although, as noted below, a new package is being finalised by the Board for FY23 and moving forward. • Both Mr Adam McWhinney, Chief Experience Officer (‘CXO’) and Mr Mark Tayler, Chief Financial officer (‘CFO’) received an increase in fixed remuneration. These increases were approved by the Board since their prior remuneration was assessed by independent benchmarking as being below median for comparable roles in the market. The increases also reflect the growth of the Company and the increased complexity of their roles in a growing business. More detail on the benchmarking approach regarding Executive KMP is set out in section 3.2 below. • In FY22 the CFO’s target Short-Term Variable Remuneration (‘STVR’) target remained at 25%, but his maximum STVR opportunity increased to 43.75% of his Fixed Remuneration. The CXO was also eligible for a FY22 STVR with the same target and maximum opportunity, as a percentage of his fixed remuneration, as the CFO. The FY22 STVR outcomes for the CFO and CXO were 107% and 97% of target respectively. Further details regarding the STVR outcomes are set out in Section 4.2 of this Report. • Performance rights were granted in FY20 to selected executives including the CFO (but excluding the CEO and CXO) under the FY20 Long-Term Variable Remuneration (‘LTVR’) awards. The share price hurdle based on a 30-day VWAP of Company shares up to and including 30 June 2022 was met and the awards will vest in August 2022. Shares acquired on vesting of rights under this award will be subject to a two-year holding lock. • There were no changes to Non-executive Directors’ (‘NED’) base or committee fees in FY22. A new NED Equity Plan was introduced for Non-executive Directors in FY22 and the majority of Non-executive Directors elected to have a portion of their Directors’ fees paid in Restricted Rights under the Temple & Webster Group Ltd NED Equity Plan (‘NED Equity Plan’) described further below in section 6.1. Looking forward to FY23 • Discussions between the Board and the CEO, regarding a new package for FY23 and beyond, are well advanced. It is anticipated that this will involve an increase in fixed remuneration and a new award of options designed to incentivise and retain the CEO to continue to drive the Company over the medium term. Once finalised, details of the new package will be disclosed to the ASX, any new equity award put to shareholders for approval at the next Annual General Meeting, and all aspects of the package will be detailed in the FY23 Remuneration Report. • Neither the CXO nor CFO will receive an increase in fixed remuneration for FY23. There will also be no change in the structure of their remuneration package or remuneration mix. The only change being considered by the Board is the addition of an internal financial measure for the LTVR awards, in addition to the existing Indexed Total Shareholder Return measure. • There will be no changes to existing Board base or Committee fees for FY23 other than the fees for the new Technology Management Committee. The Technology Management Committee was established in FY22 with the aim to provide the Board with focused advice and recommendations regarding the ongoing development and oversight of the Company’s technology infrastructure. The Chair and Committee fees for this Committee will be recommended by the Nomination and Remuneration Committee and approved by the Board in FY23. 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 challenging, yet successful, year. Belinda Rowe Chair – Nomination and Remuneration Committee 33 Annual Report 2022 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 2022. 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 AASB 124 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 KMP, including roles and changes in roles. 2. Remuneration overview This section provides an overview of performance and reward for FY22, including at a glance summaries. 3. Remuneration framework, strategy and governance This section provides details of the elements of the remuneration framework, including market positioning, changes to fixed remuneration, variable remuneration principles, and the terms of variable remuneration. 4. FY22 Executive Short-Term Variable Remuneration (‘STVR’) Plan and Outcomes This section outlines the key terms of the FY22 STVR Plan, the key metrics that apply to Executive KMPs under the STVR Plan and their STVR outcomes. 5. Executive Long-term Variable Remuneration (‘LTVR’) This section outlines the key terms of the FY22 LTVR Plan awards and key prior year equity awards. 6. Non-executive Director remuneration 7. Statutory tables and supporting disclosures This section outlines the Non-executive Director fee policy, aggregate Board fees, Board and Committee fees. It also sets out details of the new FY22 NED Equity Plan and any prior years equity awards to Non-executive Director awards. 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 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 Appointed Non-executive Directors Stephen Heath Independent Board Chair 15 October 2016 Susan Thomas Independent Non-executive Director 23 February 2016 Conrad Yiu Non-executive Director 6 October 2015 Belinda Rowe Independent Non-executive Director 26 February 2021 Executive KMP Mark Coulter3 Managing Director and Chief Executive Officer (‘CEO’) 22 April 2016 Adam McWhinney3 Customer Experience Officer (‘CXO’) 1 July 2017 Mark Tayler Chief Financial Officer (‘CFO’) 18 April 2016 Committee membership1 Nomination and Remuneration Audit and Risk Technology2 M M M C n/a n/a n/a M C M M n/a n/a n/a n/a C M M M n/a n/a 1. M = Member, C = Chair. 2. The Technology Management committee was established in FY22 with the purpose of assisting the Board in fulfilling its oversight responsibilities to managing technology and cyber risks. The Chief Information Officer of the Group is also a member of this committee. 3. These individuals are considered co-founders of the Company and referred as ‘founder executives’ in this report. 34 34 Temple & Webster Group Ltd 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 FY22: The timeline below outlines how remuneration is delivered. Executive Remuneration Components Component Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Fixed Remuneration Salary and statutory superannuation STVR 2022 1 year performance period ▲ • Y1 STVR performance period commences • STVR performance tested • STVR award delivered in Q1, Y2 – 100% cash unless Board determines otherwise LTVR ● 2022-2024 • Y1 LTVR performance period commences • Performance rights for Y1 LTVR granted in Q1, Y1 • LTVR service tested in Y1 ■ • Y1-Y3 LTVR performance tested Two-year additional disposal restriction Once Rights vest participants have until 15 years from grant to exercise Q1, Y1 30 June Y1 Q1, Y2 30 June Y2 Q1, Y3 30 June Y3 Q1, Y4   Performance rights granted   Shares released   Performance tested, and cash award paid   Performance tested, vested performance rights converted to Shares The Board determined that the LTVRs granted to the CEO in FY19, subject to vesting conditions being met in August 2022, are sufficient variable remuneration for FY22. The structure outlined above only applied to the CXO, CFO and non-KMP executives in the current financial year. The FY22 STVR outcomes for participating Executive KMP are set out in Section 4.2. 3535 Annual Report 2022 Annual Report 2022 Directors’ report continued 2.2 Group’s performance at a glance The following outlines the Group’s performance in FY22 in the context of the prior four years, which is intended to assist in demonstrating the link between performance, value creation for shareholders, and executive reward: FY end date 30/06/2022 30/06/2021 30/06/2020 30/06/2019 30/06/2018 Normalised NPAT1 $000s 8,973 12,088 4,560 637 (524) NPAT1 $000s 11,968 13,954 13,909 3,764 (21) Share price2 $000s Change in share price $ Dividends3 $ 3.32 10.79 6.31 1.35 0.76 (7.47) 4.48 4.96 0.59 0.58 – – – – – Change in shareholder wealth4 % Rolling 3-year annualised TSR5 % (69%) 71% 367% 78% 322% 35% 142% 227% 113% 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. Total shareholder return (‘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 a rolling 3-year annualised share price growth. 3. Remuneration framework, strategy and governance 3.1 Executive remuneration – fixed remuneration, 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 remuneration, short-term variable remuneration and long-term variable remuneration. This structure applies to all Executive KMP other than the CEO. Fixed Remuneration Short-term variable remuneration Long-term variable remuneration Fixed remuneration comprises of base salary, plus any other fixed elements such as superannuation, allowances, benefits, fixed equity and fringe benefits tax for example. Fixed remuneration 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 FY22 STVR will be paid in cash. Performance is measured over the financial year, with a combination of financial and non- financial goals. For Executive KMP, both at a Group and Individual scorecard level with threshold, target and stretch levels. FY22 STVR goals were: • Group Targets (75%) • Group revenue growth (60%) • Customer satisfaction (20%) Performance rights vesting after three years. The LTVR program aligns executives to shareholder interests through iTSR targets (indexed relative Total Shareholder Return) measured over a three-year measurement period. Any shares allocated after vesting are subject to an additional disposal restriction of two years after the measurement period. • Employee engagement (20%) See more detail in section 5.1. • Various individual goals tied to role (25%) See more detail in section 4.1 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%. 36 36 Temple & Webster Group Ltd Temple & Webster Group Ltd 3.2 Benchmarking Approach 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 (including technology, online retail and other consumer discretionary companies), with 10 larger companies and 10 smaller companies by market capitalisation. It is expected these companies face similar operational challenges to those faced by the Group. Further background is also sought by reviewing data from an industry comparator group of 20 companies, 10 larger and 10 smaller by market capitalisation. 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 FY22, both the CFO and CXO received Fixed Remuneration increases. The Board considered this appropriate as these roles were benchmarked by an external consultant with both Fixed Remuneration and Total Remuneration Package (‘TRP’) assessed at below the median against the comparator groups. The increases also reflect the continued expansion of the Company and complexity of these roles. The Board will continue to monitor market positioning to ensure that appropriate talent can be attracted, retained and aligned to the strategic needs of the business. More detail on the TRP is set out in section 7.1 below. 3.3 Remuneration governance framework The Board takes an active role in the governance and oversight of the Group’s remuneration policies and practices. Approval of certain key remuneration practices is reserved for the Board, including appointing the CEO, and monitoring their performance and other key senior executives. In addition, the Board has final approval of the Company’s remuneration framework, including approving remuneration of the CEO and the remuneration policy and succession plans for the CEO. However, the Board is assisted by the Nomination and Remuneration Committee to assist the Board in fulfilling its corporate governance and oversight responsibilities in terms of the remuneration structures, processes and annual remuneration cycle of the Board and its senior executives, including all Executive KMP, as well as Company culture and employee engagement. The Nomination and Remuneration Committee has a formal Charter which outlines the roles and responsibilities of the Committee. This is available on the Group website. The Committee’s responsibilities include: • providing advice and recommendations to the Board with respect to the appointment and removal of Directors and senior executives; • providing the Board with advice and recommendations regarding executive and senior executive remuneration policy; • reviewing and providing recommendations to the Board with respect to the remuneration packages of senior executives and executive directors; • providing advice to the Board with respect to Non-executive Directors’ remuneration; • • reviewing and providing recommendations to the Board with respect to incentive schemes; and reviewing and providing recommendations to the Board on the Company’s remuneration, recruitment, retention and termination policies. The Company has a Securities Dealing Policy which outlines under what circumstances and when trading in the Group’s securities by KMP and other nominated employees may be permitted or prohibited. This is available on the Group website. The Company also has a Diversity Policy, which supports the Board and management in making sustainable and appropriate decisions around hiring, career development and remuneration. External remuneration consultants (’ERC’) External Remuneration Consultant Engagement Policy is intended to ensure the independence of any recommendation received regarding KMP remuneration and supports the Board’s published statements regarding such recommendations. In addition to the requirements outlined in the Corporations Act, it requires the external remuneration consultant notify the Board if management contacts the external remuneration consultant on remuneration matters outside of interactions approved or supervised by the Board, such as the provision of factual information for benchmarking purposes. 3737 Annual Report 2022 Annual Report 2022 Directors’ report continued During FY22, the Board engaged external remuneration consultants to provide KMP remuneration recommendations and other services as outlined below: Name Godfrey Remuneration Group Pty Ltd Board Assessment of Independence Rationale for Board Assessment Services Fees (inc. GST) $ The consultant provided statements that they viewed the advice they gave as being independent from undue influence, which the Board agrees with. The Board is of the view that the recommendations received were independent and free from undue influence of any KMP to whom the recommendations related, because the ERC complied with the Group’s policy for engaging ERCs. Modelling and other remuneration advice and analysis Benchmarking and recommendations regarding executive remuneration strategy, quantum and structure 16,456 18,700 4. FY22 Executive STVR Plan and outcomes 4.1 FY22 STVR Plan A description of the STVR structure applicable for FY22 is set out below. Purpose Measurement period Opportunity To provide at-risk remuneration and incentives that reward 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 2022. The target value was 25% of Fixed Remuneration, with a maximum stretch target of 43.75% of Fixed Remuneration (Individual Targets are capped at 100% of target and Group Targets have a 200% stretch potential). Financial gateway Before any payment is made under the STVR Plan, a 2% EBITDA margin gateway must be met. Outcome metrics and weightings The STVR was dependent on meeting Group and individual performance objectives. For FY22, the metrics were as follows: Group Targets – weighted at 75% of target opportunity. These Group Targets include: • revenue growth – 60% weighting; • customer satisfaction – 20% weighting; and • employee engagement – 20% weighting. Individual Targets - weighted at 25% of target opportunity. The CXO and CFO also have four to five Individual targets tailored to their role. These metrics were selected because they are viewed by the Board as the primary drivers of value creation for the business in FY22. Settlement 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 FY22 STVR in cash. 38 38 Temple & Webster Group Ltd Temple & Webster Group Ltd Malus and clawback The STVR is currently not subject to any malus or clawback clauses or policies, however, this may be reviewed in the next financial year. Board discretions 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. 4.2 Executive KMP STVR plan - objectives and outcomes All Executive KMP aside from the CEO participated in the STVR Plan in FY22. In FY22 the 2% EBITDA margin gate was met which allowed bonuses to be paid, subject to revenue growth and individual targets achievement. Metric/Measure Weight Performance/Comment Revenue growth exceeding market growth 60% Group Targets (75% of total opportunity) This measure tracks TPW’s growth relative to online sales growth, which is a measurement of growth in market share which is a driver of share price growth. Revenue growth was strong in FY22. This performance reflects the Group’s revenue is growing significantly quicker than the average of the online market1 over the year. Customer satisfaction 20% Customer experience and satisfaction are critical to the success of the Group. This measure tracks customer satisfaction using Net Promoter Score (‘NPS’) scoring, with last year’s NPS as the benchmark. Employee engagement 20% The Group’s employees are one of its key assets and primary drivers of success. It is vitally important they are engaged as measured by Industry Employee Engagement Benchmarks. In FY22 this hurdle was not achieved. Despite a strong NPS performance of just under 60%, the Company set a challenging NPS threshold metric, reflecting the high standards required in the Company when measuring customer satisfaction. Despite coming just under the threshold, the Board determined that the NPS score achieved was not sufficient in FY22 to pay out any portion of this measure. The FY22 result was 12% above the comparative group (the Company measures itself against other technology companies who typically have high employee engagement) which demonstrates the extremely high level of employee engagement across the employee base. Individual Targets (25% of total opportunity) CXO’s personal targets include: implementation of key projects focused on customer care, inspirational content and product quality, as well as corporate and social responsibility goals. CFO’s personal targets include: inventory and cost management goals, governance and growth initiatives and implementation of key projects. The CXO achieved a 50% score against all of his personal targets. This indicates the stretch nature of these KPIs given the achievements made over the year. Key successes were maintaining quality ratings in the business, strong achievements in the areas of Corporate Social Responsibility and solid progress on key projects. The CFO achieved a 89% score against his personal targets. Key achievements included achieving key cost savings plans, the implementation of key strategic and governance initiatives and inventory management targets to budget. 1. As measured by the NAB Online Sales Index (Domestic Homewares and Appliances). 3939 Annual Report 2022 Annual Report 2022 Directors’ report continued The table below sets out the actual STVR outcomes as a percentage of their maximum STVR opportunity for FY22 and FY21. Executive KMP1 Adam McWhinney Mark Tayler FY22 55.6% 61.2% FY212 n/a 70% 1. The CEO did not participate in the STVR Plan in either FY21 or FY22. 2. The CXO did not participate in the STVR Plan in FY21. The Board views the outcomes of remuneration for FY22 performance as appropriately aligned, given the strong Group and individual performance against annual targets, and progress towards strategic growth objectives made by the executive team, despite challenging economic circumstances. 5. Executive long-term variable remuneration plans and outcomes 5.1 Executive long-term variable remuneration plan A description of the LTVR awards granted in FY22 to Executive KMP under the Temple & Webster Group Ltd Rights Plan (‘the Plan’) is set out below. Purpose Measurement period Opportunity Instrument To provide at-risk remuneration and incentives that reward 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 2021 to 30 June 2024. The target value is 25% of Fixed Remuneration, with a maximum stretch of double the target, or 50% of Fixed Remuneration. 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 FY22, 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 (‘VWAP’) following the release of unaudited financial results for FY21. 40 40 Temple & Webster Group Ltd Temple & Webster Group Ltd Performance metrics and weightings FY22 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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