Myer : 2025 Annual Report

About this update from Myer Holdings Limited

Annual Report 2025 Myer Group's ambition is to build a retail engine unmatched in Australia, powered by a deep understanding of our customers , to deliver sustained TSR and earnings growth throughout economic cycles. 1 Annual Report 2025 Contents 2 Results Overview 3 Letter from the Executive Chair 6 About Myer Group 8 Performance Overview 12 Sustainability at Myer 20 Directors' Report 33 Remuneration Report 48 Auditor's Independence Declaration 49 Financial Statements 91 Directors' Declaration 92 Independent Auditor's Report 99 Shareholder Information 101 Corporate Directors Annual General Meeting The Annual General Meeting (AGM) of Myer Holdings Limited (ABN 14 119 085 602) (Company or Myer) will be held on Thursday 11 December 2025 at 9:00am (Sydney time). The AGM will be a hybrid meeting, held in person at Sheraton Grand Sydney Hyde Park: Hyde Park Room - Level 2, 161 Elizabeth Street, Sydney NSW 2000, and on an online platform. Shareholders attending in-person will be able to vote and ask questions during the AGM. Shareholders attending online will be able to access a webcast of the AGM, vote and submit questions. A telephone facility will also be available to shareholders to ask a question verbally during the AGM. The online platform can be accessed at: meetings.openbriefing.com/MYR25 2025 Annual Report The 2025 Myer Annual Report reflects Myer's financial and sustainability performance for the 52-week period to 26 July 2025. It covers our retail and store support operations in Australia and New Zealand. The Annual Report is prepared for all Myer stakeholders including shareholders, analysts, customers, suppliers, team members, and the wider community. Content is based on ASX financial and governance reporting guidelines, stakeholder feedback, and Myer's business strategy. Further information is available from investor.myer.com.au. Acknowledgement of Country In the spirit of reconciliation, Myer acknowledges the Traditional Custodians of country throughout Australia and their connections to land, sea, and community. We pay our respects to their Elders past and present and extend that respect to all Aboriginals and Torres Strait Islander people. ‌2 Annual Report 2025 Results Overview Total Sales 1 Pro forma sales up 0.5% 2 $ 3,673.8 m Group Online Sales 3 Up 15.0% vs FY24 $ 818.9 m EBIT 4 Down 13.8% vs FY24 $ 140.3 m Statutory NPAT Vs $43.5m in FY24 ( $ 211.2) m Underlying NPAT 4 Down 30.0% vs FY24| $ 36.8 m Net Cash Up $54.3m vs FY24 $ 168.1 m Dividend 2.5 cents per share pre-completion dividend paid Mar-25 No final dividend MYER one tag rate Up 230bps from FY24 79.5 % MYER one active customers Up 6.9% from FY24 4.7 m Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,789.9 million (FY24: $2,438.1 million). On a pro forma basis including 12 months for Myer Retail and 12 months for Myer Apparel Brands for comparison purposes. Group online sales includes sass & bide, Marcs and David Lawrence and Myer Apparel Brands (2H25 only). Underlying NPAT excluding Significant Items. ‌Letter from the Executive Chair "We are making progress in executing our strategy for the Myer Group, building a diversified omni-channel retail powerhouse to drive growth and deliver sustainable returns for shareholders." Olivia Wirth Executive Chair & Director Dear Shareholder, On behalf of the Myer Board and executive team, I am pleased to present the Myer Group's 2025 Annual Report. FY25 was a reset year for our company, with iconic brands added to the business, a new long-term strategy established, and the Myer Group formed to deliver on our next phase of growth. Against a backdrop of challenging retail trading conditions across Australia and New Zealand, we took deliberate steps to refocus the business and lay the foundations for the ongoing transformation of the Myer Group into a leading omni-channel retail platform. The combination with Apparel Brands was completed in January 2025 and added five leading brands. The addition of Just Jeans, Jay Jays, Portmans, Jacqui E, and Dotti to the Myer Group has introduced 700+ additional stores to our retail network and expanded our reach to millions of new customers in Australia and New Zealand. While the macroeconomic environment presented challenges for many retailers during the year, we saw encouraging signs of trade start to emerge late in FY25 and into the early weeks of FY26. We also saw pockets of improving consumer sentiment. Looking ahead, we remain cautiously optimistic about the outlook, while staying focused on the work ahead to position the company for long-term growth and improved shareholder returns. Financial results and performance In our first full period as the Myer Group, we reported results for Myer Retail and Myer Apparel Brands. Overall, we achieved positive sales growth despite tough retail markets in Australia and New Zealand. Myer Group reported total sales growth of 0.5% for FY25 on a pro forma basis and 1.7% growth in 2H25, reflecting a six-month contribution from Apparel Brands. The period was marked by softer consumer demand, higher wage costs and elevated promotional intensity, which had an impact on our profitability. Earnings before interest and tax declined 14.9% and Net Profit After Tax was $36.8 million. Statutory NPAT of ($211.2) million was impacted by a one-off, non-cash impairment of $213.3 million of Myer Apparel Brands goodwill arising as part of acquisition accounting. This reflects the accounting requirement for the purchase consideration to be valued using the closing share price at acquisition date. A further $34.7 million relating to other significant items were also included in the Statutory NPAT loss, reflecting a period of significant transition and integration. During the year we implemented targeted cost initiatives, including better rostering, shrink reduction, and promotional effectiveness, reflecting our focus on offsetting the rising cost of doing business. We remain focused on a disciplined approach to capital allocation and targeted investments in the business to deliver improved performance. The integration of Apparel Brands is progressing well and we continue to target $30 million of annualised synergies by 1H FY27 with focus areas including MYER one loyalty integration, eCommerce and sourcing synergies. The addition of these brands has materially diversified the Myer Group, with approximately 26 per cent of sales now generated by owned or exclusive brands - enhancing control over product, margin and customer experience. We also continued to invest in the fundamentals of a modern omni-retail business. Our world-class MYER one program expanded to 4.7 million active members and achieved a record tag rate of 79.5%, improving our ability to personalise offers, deliver value and lift lifetime customer value. We are moving at pace with the implementation of our new business strategy, including the introduction of MYER one at Apparel Brands, the relaunch of the MYER one loyalty program, and the addition of new brand partners, while keeping our quality and value promise at the centre of our customer proposition. There is real momentum building across the business thanks to the energy, strong engagement, and focus of dedicated team members in implementing important changes while maintaining customer satisfaction. We also remain focused on continuing to systematically build a diversified omni-retail platform to drive growth and deliver sustainable returns for shareholders. National Distribution Centre We have taken action in relation to the National Distribution Centre ( NDC ) in Ravenhall, Victoria. Last year we called out the implementation delays and complexity that had impacted the ramp-up of the facility. Following a comprehensive review, the Board approved a four-phase remediation program to deliver a reliable and cost-effective solution for the operational challenges identified in FY24. Implementation is targeted to be completed in FY27. When fully operating, the NDC will underpin our omnichannel network strategy, targeting approximately $20 million in benefits for the business each year. These benefits include: Improved cross-docking capabilities to drive store delivery efficiency; Central replenishment capability designed to improve inventory processes and reduce mark-downs; Consolidation of Myer Apparel Brands with automation delivering reduction in operating costs; Targeting capacity to fulfill ~70 per cent of online home deliveries; and Enhanced customer experience. Temporary measures, including third-party logistics support, are in place to ensure stock availability during the peak FY26 trading periods, which encompass the major year-end shopping events including Black Friday, Christmas and Boxing Day. Finally, the Board notes with deep regret that, in September 2024, there was a workplace accident involving a third-party contractor who was fatally injured at the NDC. This tragic loss of life underscores the ongoing importance of workplace safety as a core value and priority. Team Our people continued to deliver for our customers throughout a demanding year in which there was a sharp and alarming rise in anti-social behaviour and aggression towards our team members. In Myer Retail, there was a 79 per cent increase in antisocial behaviour in the past 12 months, with more than half of all incidents including verbal or physical abuse. In Myer Apparel Brands, we recorded an 11 per cent increase in anti-social behaviour with about 44 per cent of incidents involving aggressive behaviour, physical or verbal abuse. We invested an incremental $4 million in FY25 for in-store security, product protection and technology including CCTV and personal safety cameras to help keep our team members safe and address retail crime. We recognise the Myer Group is not the only retail business navigating these challenges in its stores. The problem is endemic and has clearly escalated in the past 12 months. Concerningly, both the frequency and severity of incidents is growing. We understand there is no simple solution. We need collaboration across industry, government and authorities to develop a comprehensive response to support the community. Myer is committed to playing its part in developing a response to protect the retail sector and our people. Given the priority we place on the health, safety and wellbeing of our people, this remains an important issue for the Board and Executive Team. On behalf of the Board and management team, I thank every team member for their focus and commitment during the year. Governance and leadership We enter FY26 with a reshaped leadership team and a Board engaged on strategy, risk and execution discipline. During the year, Dave Whittle and Jacquie Naylor retired from the Myer Board. Dave was significantly involved in the strategic direction of Myer during nine years as a Director from 2015. Jacquie's experience with Just Jeans, Jay Jays, Portmans, Jacqui E and Dotti also greatly assisted the Board during an important time for the business last year as we carefully evaluated the Apparel Brands combination. On behalf of the Board, I thank Dave and Jacquie for their outstanding contribution to the Board and Myer. On Jacquie's departure, Non-Executive Director Terry McCartney assumed the role of Chair of the Human Resources and Remuneration Committee. With the Apparel Brands acquisition, we have refreshed our Executive Management Team ( EMT ) with highly experienced retail sector executives with industry-leading expertise in finance, specialty brand retailing, merchandise, information technology, property and supply chains. The EMT is focused on execution, delivering on the plans and programs outlined in our new business strategy which are designed to set the Myer Group up for longterm success. The Board and EMT will remain transparent with shareholders on progress and challenges we are facing. Where we are trialling new formats or partnerships, we will test, measure and scale with discipline, and where costs are rising, we will seek to offset through productivity and smart investment. As a leadership group, we are committed to our growth strategy and our plan to build a resilient and diversified omni-retail platform with a clear value proposition, stronger customer relationships and a more efficient operating model. This is how we intend to deliver sustainable shareholder returns over the long term. Thank you On behalf of the Board and the Executive Management Team, I thank our shareholders for their ongoing support, our brand partners and suppliers for their collaboration, and, importantly, our customers for their loyalty and trust. With the base reset and the plan in motion, FY26 is all about execution. We are confident in the Myer Group's capacity to deliver for shareholders. Yours sincerely, Olivia Wirth Executive Chair ‌6 Annual Report 2025 About Myer Group Business Overview Headquartered in Melbourne, Myer Group is one of Australia's favourite and most trusted retailers. In March 2024, Myer commenced an extensive Strategic Review focused on repositioning Myer's retail platform for sustainable and profitable long-term growth in an evolving retail landscape. The review included a comprehensive assessment of Myer's product offering, Myer department stores Apparel Brands stores SBMDL standalone stores 10 12 136 1 6 77 1 3 36 19 174 1 15 12 144 2 101 15 2 2 brand portfolio, store network, supply chain, eCommerce platform, loyalty program, technology, capital management framework and cost base. In January 2025, Myer acquired Just Group's Apparel Brands business, a leading specialty fashion retailer consisting of Just Jeans, Jay Jays, Portmans, Dotti and Jacqui E - creating the Myer Group. Combined, the Myer Group is a leading Australian omnichannel retail platform of scale with a footprint of 769 department and specialty format stores across Australia and New Zealand which are supported by more than 15,000 1 team members. With 125 years of retailing heritage, the Myer Group has established itself as a leading brand with a loyal customer base, including approximately 4.7 million active MYER one loyalty members. 56 Myer department stores Myer Retail 5 SBMDL standalone stores Myer Apparel Brands 708 Apparel Brands stores Online Online (Marketplace) MYER one loyalty program 1 Includes all Myer Group except MSAL. 7 Annual Report 2025 Growth Strategy In May 2025, Myer announced the details of its plan to build a leading omni-channel retail platform that delivers for its customers and creates value for its shareholders. The Myer Group's Growth Strategy is centred around its connected customers and leveraging its unique assets. The Growth Strategy articulates Myer's ambition, strategic pillars and enablers. Ambition To build a retail engine unmatched in Australia powered by a deep understanding of our customers , to deliver sustained TSR and earnings growth throughout economic cycles Strategic Pillars Customer & Loyalty A data powered retail Products & Brands A curated portfolio of Omni-channel Network A seamless and engaging Sourcing & Supply Chain platform that knows our in-demand products experience in-store A fast, scalable and customers and brands and online efficient sourcing model Enablers Digital First, Always! A foundation of advanced customer data driving fact-based decision making in all retail disciplines Strong Financial Discipline Deliver top quartile Australian retail TSR whilst strengthening balance sheet Sales GP CODB % ROIC Net Cash growth margin sales World Class Capabilities Become the preferred employer for world class reiail leadership and talent Team engagement Team retention Reporting Segments From 2H25, Myer Group has adopted a reporting approach encompassing reporting segments as follows: Myer Retail Myer Exclusive Brands National Brands Concessions Marketplace Myer Apparel Brands ‌8 Annual Report 2025 Performance Overview Myer Group The company reported as Myer Group for the first time in FY25 after the successful combination of Myer Retail and Apparel Brands. $ MILLIONS FY25 FY24 Change Total sales 1 3,673.8 3,266.1 12.5% Operating gross profit 1,406.5 1,194.4 17.8% Cost of doing business 2 (1,023.3) (834.7) 22.6% Earnings before interest, tax, depreciation and amortisation (EBITDA) 4 383.2 359.7 6.5% (Earnings before interest, tax) EBIT 4 140.3 162.7 (13.8)% NPAT 4 36.8 52.6 (30.0)% Statutory net profit after tax (211.2) 43.5 nm 3 Operating gross profit % 38.3% 36.6% 172 bps Cost of doing business 3 % 27.9% 25.6% 230 bps Total sales were up 12.5% reflecting first time reporting of Apparel Brands in Myer Group in 2H25 4 or 0.5% on a pro forma basis. Excluding Apparel Brands, total sales for Myer Retail were up 1.2%. Our Operating Gross Profit (OGP) as a percentage of total sales increased by 172 basis points, reflecting the inclusion of the Myer Apparel Brands segment, which delivered a higher OGP margin than the Myer Retail segment. Cost of doing business 3 (CODB) as a percentage of total sales was up 230 basis points reflecting higher store wages, inflation-driven occupancy outgoing costs, investment in new finance systems, and additional people capability to execute on initiatives linked to the Myer Group Growth Strategy. Overall, our statutory net profit after tax was impacted by a one-off, non-cash impairment of $213.3 million for Myer Apparel Brands goodwill arising as part of acquisition accounting for Apparel Brands. Acquisition accounting requires the purchase consideration to be valued using the closing share price as at acquisition date. The Myer share price at the time of transaction completion was 98.5 cents, compared to 64.5 cents at the time of announcing the proposed transaction on 24 June 2024. The effect of the impairment is to recognise Apparel Brands on Myer's balance sheet, in line with the value implied by the 64.5 cents share price. In addition, there were Significant Items of $34.7 million including costs for transaction, strategic review and implementation, restructuring and integration, asset impairment and write-offs. Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,789.9 million (FY24: $2,438.1 million). Excluding Significant Items. Not meaningful. Group total sales for FY25 versus FY24, with Apparel Brands included for full 12 months for comparative purposes. Segment Reporting Following the combination with Apparel Brands, segment reporting has been adopted for the first time. The segments, Myer Retail and Myer Apparel Brands, reflect the two operating segments within the Myer Group. Myer Retail includes Myer Group's department stores, Sass & Bide, Marcs and David Lawrence brands and online business, and Myer Apparel Brands are the brands and stores that have come into the Myer Group this year via the Apparel Brands acquisition. Following the combination with Apparel Brands, sales are more diversified, with approximately 26%, or $1.0 billion, of sales now coming from brands owned by the Myer Group. Myer Group Myer Retail Myer Apparel Brands $3.7b FY25 $3.3b FY25 $0.4b FY25 Myer owned brands 26% Womens 31% Beauty 22% Just Jeans 39% Portmans 19% Concessions 23% Mens 18% Home 22% Jay Jays 20% Dotti 13% National Brands 51% Kids 7% Jacqui E 9% Myer Retail Myer Retail segment sales growth was driven by online sales and the MYER one tag rate hit a record high. Category Channel Womenswear (1.0) % Menswear (0.1) % Beauty +0.8 % Home +7.4 % Kids (1.7) % $ MILLIONS FY25 FY24 Change FY25 sales FY25 sales FY25 sales FY25 sales FY25 sales Total sales for Myer Retail were up 1.2% reflecting growth in Concessions, which was offset by lower sales in Myer Exclusive Brands ( MEBs ) and National Brands. Additionally, comparable sales were up 1.4%, and online sales were up 6.4%, aided by 41.4% increase in Marketplace. The MYER one tag rate was a record high at 79.5%. Total sales 3,306.0 3,266.1 1.2% Operating gross profit 1,187.4 1,194.4 (0.6)% OGP margin (%) 35.9% 36.6% (65)bps Contribution 430.4 457.8 (6.0)% Contribution margin (%) 13.0% 14.0% (100)bps Womens 31% Beauty 22% Mens 18% Home 22% Kids 7% Stores 77% Online 23% Myer Apparel Brands Sales for the six months in 2H25 declined 1.7% versus the prior corresponding period driven by softer performance in Dotti, partially offset by growth in Just Jeans. Dotti's winter range underperformed, particularly in key seasonal categories. The macroeconomic environment in New Zealand remained subdued, impacting consumer sentiment and discretionary spending. The business closed 15 stores in New Zealand for performance reasons. These headwinds were partially offset by stronger sales in Q4 across the Australian market, led by a solid performance in Just Jeans. Just Jeans (0.3) % Jay Jays 0.0 % $ MILLIONS 2H25 2H24 1 Change 2H25 sales 2H25 sales With MYER one launched in Myer Apparel Brands in August 2025, and a tag rate at 47.0%, there are plans in place to increase customer data to support enhanced insights and inform decisions on brand development and repositioning. Total sales 367.8 374.2 (1.7)% Operating gross profit 219.1 223.2 (1.8)% OGP margin (%) 59.6% 59.7% Contribution 76.9 88.5 (13.1)% Contribution margin (%) 20.9% 23.7% Category Just Jeans 39% Jay Jays Jacqui E 20% 9% Portmans 19% Dotti 13% Channel Stores Online 84% 16% Portmans +1.3 % Jacqui E (0.7) % Dotti (8.9) % 2H25 sales 2H25 sales 2H25 sales 1 2H24 for Apparel Brands shown for comparison purposes. ‌12 Annual Report 2025 Sustainability at Myer Myer's Sustainability Strategy Energy and emissions Sustainable management packaging Waste management Sustainable Ethical Merchandising Sourcing Governance Governance is essential to delivering the Company's sustainability targets and commitments and is integrated into business operations and the risk management approach. The sustainability governance structure ensures the oversight of sustainability related matters. Myer Board: The Board assesses and monitors the effectiveness of strategies and initiatives in relation to sustainability related risks and opportunities At Myer Group, sustainability is about responsible business growth and development that considers and addresses the environmental, ethical, economic and social impacts of business operations and strategies. Myer Group recognises that climate change presents potential risks and opportunities for the business, customers, shareholders, suppliers, and team members and that creating long-term value and sustainable growth requires collaboration across all stakeholders. To support long-term value and sustainable growth, the Company collaborates with stakeholders and complies with evolving environmental, social, and governance ( ESG ) regulations. Myer Group continues to advance its Sustainability Strategy, considering business activities and impacts across the value chain, as well as stakeholder interests, whilst focusing on: energy and emissions management; sustainable packaging; waste management; and sustainable merchandising Executive Management Team (EMT) The Australian Accounting Standards Board ( AASB ) has introduced the Australian Sustainability Reporting Standards ( ASRS ), including AASB S2, which mandates climate-related financial disclosures for Australian companies from FY26. Myer Group is preparing to meet these requirements. Under AASB S2, entities will be required to disclose material climate-related risks and opportunities, governance, risk management, strategy, metrics and targets. Audit, Finance and Risk Committee (AFRC): The AFRC oversees risks and opportunities through the risk register and provides periodic updates to the Board, including on sustainability. Executive Management Team: The Executive Management Team integrates and manages sustainability risks, opportunities, and leads strategic planning across each of their respective departments. Sustainability team: The sustainability team leads the development of the sustainability framework, strategy, reporting, stakeholder engagement, education, and training. ASRS Working Group: The ASRS Working Group is Audit, Finance & Risk committee (AFRC) The Board a cross-departmental group that is comprised of leaders in various functions and was established to ensure continuous progress and compliance with the ASRS. Sustainability team Myer's ASRS Working Group Risk Management Myer Group is undertaking steps to assess climate-related impacts and enhance its environmental risk management approach in line with evolving industry and regulatory practices. The Myer Group's risk management approach allows a more informed and effective response to environmental risks. A 2025-2026 roadmap has been developed to prioritise key actions to support compliance with AASB S2 requirements for FY26 and Myer Group has commenced its climate risk assessment, climate-related scenario analysis, and climate resilience review. The climate scenario analysis assists with identifying the potential business impacts of climate change under various temperature pathways, supporting long-term business planning and risk mitigation strategies and opportunities. Climate-related risks and opportunities will be managed and integrated in accordance with the Company's Risk Management Framework. Energy and Emissions Management Myer Group recognises its role in supporting a transition towards a more sustainable future and is committed to decarbonising, by exploring emissions reduction initiatives across its value chain. Scope 1 & 2* Direct emissions, such as transport fuel, refrigerants, gas, and diesel oil, were measured and monitored at premises that are owned or controlled by Myer Retail (Scope 1) and indirect emissions produced to generate the power used by Myer (Scope 2). Myer Retail reports scope 1 and 2 emissions annually through the Australian Government's National Greenhouse and Energy Reporting Scheme. Myer Retail's consumption for the year reduced by 1.8%, which equates to a 4.8% reduction in CO2 emissions. The Company's cross-departmental Decarbonisation Steering Committees, Myer Group continue to prioritise energy efficient initiatives. In FY25, LED lighting upgrades were implemented across the Doncaster and Northland stores, along with chiller replacements at the Southland store, and upgrade works on the Geelong store's chiller. These initiatives are anticipated to reduce both gross consumption and CO2 emissions, supporting Myer Group's decarbonisation targets. Scope 3 Indirect emissions not controlled by Myer Retail* that occur in the value chain were re-measured, including both upstream and downstream emissions (Scope 3). Building on the emissions measured in FY24, Scope 3 emissions inventory is being developed in alignment with the Greenhouse Gas Protocol to ensure consistency with global standards. The inventory is being developed to identify emissions hotspots and potential decarbonisation opportunities. For FY26, Myer Group will initiate the process of assessing Apparel Brands' Scope 3 emissions, with the aim of establishing a decarbonisation baseline using consolidated emissions data across the Myer Group. Additionally, Myer Group will continue to refine its Scope 3 assessment and strategy, including through engagement with key stakeholders to explore opportunities for greater influence across the value chain. As Myer Group's strategic plan continues to develop, focus will remain on decarbonising through various emissions reduction initiatives and the Company will provide updates through its Sustainability webpage and Annual Reports. * For FY25, reporting excluded sass & bide, Marcs and David Lawrence. Sustainable Packaging Myer Group is committed to implementing initiatives in line with Australian Packaging Covenant Organisation (APCO) commitments and 2025 National Packaging Targets. A comprehensive approach has been taken, with several initiatives in place across departments to reduce packaging, increase the amount of recycled and renewable content in packaging and implement labelling regarding recyclability. Myer Group remains a committed signatory to the APCO, having submitted its annual report in March 2025. APCO is a national co-regulatory initiative replacing state-based schemes to improve sustainable packaging, reducing environmental impact, and increasing recycling diversion. Myer Retail's overall performance was rated "Advanced" for the APCO annual report - reflecting the significant progress made. Myer Retail continued packaging reviews through the Packaging Recyclability Evaluation Portal (PREP), an online platform used by organisations to verify recyclability in Australian kerbside collections. Based on these evaluations, Myer Retail applied the Australasian Recycling Label (ARL) onto its packaging. This is an evidence-based system underpinned by the PREP to provide clear recycling guidance. These initiatives help reduce contamination and divert recyclable material away from landfill. In November 2024, the Company was recognised by APCO and awarded the inaugural ARL Excellence Award, recognising organisations across Australia and New Zealand that demonstrated an outstanding effort in implementing the ARL across their packaging portfolio. The program has been utilised to improve packaging recyclability and the Company remains focused on achieving 100% ARL coverage across its packaging in merchandise and supply chain. Review of packaging against Sustainable Packaging Guidelines (SPG) and embedding them further into business processes has continued. The sustainability team collaborates with suppliers and merchandising teams to design innovative packaging incorporating more recycled and recyclable materials. Myer Group's preferred standard for recycled and renewable sourced packaging materials, set by the Forest Stewardship Council (FSC), is increasingly adopted across its merchandise and customer packaging. During the period, Myer Retail commenced phasing out single-use plastic packaging for online fulfilment, replacing bubble wrap and air pillows with FSC accredited, fully recyclable Geami paper wrap and Fillpak void fill. Automation of this new packaging process has significantly improved packaging efficiency across online fulfilment operations. There has also been a transition away from virgin plastic in satchels, while cardboard boxes now use recycled content and are fully recyclable at end of life. Since 2021, Myer Retail has reduced usage of single-use plastic shopping bags by more than 15 million and is completing a national roll out of paper bags across the store network. Waste Management Myer Group is committed to focusing on responsible waste management through minimising waste to landfill, promoting recycling and supporting circular economy initiatives. Myer Group continues to reduce the volume of waste sent to landfill, while improving effective re-use systems including cardboard and paper, clear flexible plastics, apparel hangers, damaged and unsold stock, timber pallets and security tags. In FY25, Myer Retail achieved a 72.6% waste diversion rate, exceeding its 70% target. The cross-departmental Waste Steering Committee drives the Company's waste management roadmap focusing on improving existing waste and recycling systems and embracing circular thinking. Several initiatives were implemented and expanded on during the period to manage new waste streams such as paper, e-waste, and construction and demolition from store developments and refurbishments, further diverting waste from landfill, while a waste auditor was engaged to conduct weight and visual based audits, including an online workshop for stakeholder interviews with team members, cleaners, and head office staff. Circular Economy Myer Group continues to expand its circular economy initiatives and collaborate on interrelated systemic issues across the sector through strategic partnerships. In FY25, Myer Retail achieved a 78.5% hanger re-use rate via longstanding partner Pact Hanger's reverse logistics, diverting 284 tonnes of waste away from landfill. Myer stores also offers customers convenient in-store drop-off points for textiles and cookware, supporting re-use and recycling to close the loop and preventing these materials going to landfill. Myer stores expanded its textile initiative with longstanding charity partner The Salvation Army, where donated textiles are resold through Salvos Stores or managed by a third party. Customers are encouraged to donate their textiles at in-store stations located at The Hub in selected stores. In FY25, this initiative diverted approximately 3.75 tonnes of textiles from landfill, benefitting both the environment and the community. Myer stores continue to partner with internationally recognised homewares brand Tefal and provide a cookware recycling campaign in 14 stores, collecting just over 3 tonnes of cookware for recycling. This program, supported by Recycle Mate and the Australian Council of Recycling with funding from the Australian Government's Environment Restoration Fund, promotes collaboration between governments, recyclers, and communities to share recycling information. The Recycle Mate app uses artificial intelligence to advise on the best local disposal options, helping customers confirm which bin to use at home or learn if there is a better recycling option nearby, including participating Myer stores, by scanning the cookware. Textile Recyclers Group were engaged to collect textile waste such as off-cuts and samples from the Merchandising teams at the Company's head office for upcycling into furniture filler, diverting 0.666 tonnes of textile waste away from landfill in FY25 and reducing the use of virgin materials. Additionally, Myer stores have partnered with LookSmart in selected stores to offer alterations and repairs, with discounts for MYER one loyalty members who present their MYER one card or app in-store at LookSmart, promoting and driving a circular economy. Sustainable Merchandising Myer Group is committed to focusing on increasing sustainable merchandising offerings to reduce impacts on the environment and provide customer value, enabling access of more sustainable products. Myer Group acknowledges and is aligned with customers' expectations for sustainable merchandising by minimising the impacts of products through the collective use of environmentally preferred materials, eliminating waste, and having a responsible sourcing strategy. Fibre impacts are assessed as part of the product design and development process, with teams focusing on utilising a number of sustainable alternatives to traditional fibres, including Certified European Flax, organic cotton, recycled polyester and nylon, vegan leather, and Tencel. During the reporting period, a cross-functional workgroup was established to develop a PFAS (PFOS, PFOA and PFHxS) compliance roadmap, addressing risks such as across business readiness, greenwashing marketing claims, increased product purchase and operational costs, and unclear end of life management. Suppliers were notified of the PFAS ban and compliance will continue to be monitored. Work is ongoing to increase supply chain transparency and certification of sustainably sourced fibres, including cotton and wool. The Company is committed to phasing out mulesing, a painful practice of removing skin from around a lamb's tail to prevent flystrike, from wool-containing products. Ethical Sourcing The Ethical Sourcing Framework outlines expectations for responsible sourcing and continuous improvement in labour and workers' rights across the supply chain. Aligned with international standards, including the Ethical Trade Initiative's Base Code, it operationalises the commitment to responsibly sourcing goods and services alongside observing and respecting human rights by ensuring that processes are in place to identify and mitigate modern slavery risks. All workers (whether our own or our suppliers) must be: treated with respect and dignity; provided a safe work environment free from; discrimination, abuse, and harassment; protected against forced or child labour; compensated fairly; and be allowed the freedom of association and the right to collectively bargain. Myer Group's ethical sourcing approach is multi-faceted and company-wide, with a governance structure in place to oversee the management of modern slavery risks. In FY25, the Company published its fifth Modern Slavery Statement detailing the policies, procedures, and due diligence activities undertaken to address the risks of modern slavery. In FY25, Myer Group continued to strengthen supplier and worker relationships to reinforce conduct expectations and worked with suppliers to remediate non-compliances identified. Training was conducted to raise awareness of modern slavery due diligence responsibilities with a focus on responsible purchasing practices for buyers. Grievance channels and the whistleblower platform continue to be available to workers to facilitate reporting of unethical, illegal, or otherwise inappropriate conduct, both internally and throughout the supply chain. Traceability and Transparency The Company maintains visibility over its tier 1 sites (final production factories) and has published its factories on the Myer website, however, in recognising the inherent complexity of global supply chains, the Company acknowledges the challenges in achieving full visibility. Nonetheless, the Company remains committed to working closely with its suppliers to progressively expand transparency across all tiers. Audits and Monitoring The Ethical Sourcing Framework operates on a risk-based approach, specifying the level of due diligence and review cycle applied to suppliers based on risk exposure. A social compliance audit carried out by a third-party accredited audit company is required at a minimum for MEBs suppliers. Social compliance audits are a key tool in Myer's ethical sourcing program, providing an independent assessment of a factory's working conditions and operations, in addition to designating necessary remediation and capacity building requirements when non-conformances are identified. Suppliers' social compliance audits are assessed against Myer's Ethical Sourcing framework prior to onboarding. This validation process is thereafter repeated at predetermined renewal intervals to ensure continuing compliance with Myer's policies. Suppliers are required to provide a full social compliance audit report for each factory that will be manufacturing MEBs merchandise. During FY25, Myer Group sourced its private label merchandise from 303 suppliers across 10 countries, with the majority based in China, India, Vietnam, and Bangladesh. 458 unique third-party factory audits were reviewed for 258 suppliers. The Company continues with suppliers to address issues identified and supports the development of robust corrective action plans for identified non-conformances in place. Our Team Myer Group team members are our most important resource. We are committed to offering our approximately 15,000 1 team members a supportive and rewarding workplace that enables them to contribute to the Company's success and reach their full potential. Safety, Health & Wellbeing Myer Group provides an environment where the safety and health of all team members, contractors and customers is, as always, a priority. Through a program of regular review and verification of our controls, the Company can ensure risk controls are updated and reliably implemented. The safety and wellbeing of staff and ensuring they have the knowledge and information available to work safely is an ongoing focus. Focus continues on ensuring staff have completed safety management training relevant to their roles and implementation of a targeted workplace inspection program to enhance the identification and management of commonly occurring hazards. Over the year, 94.4% of team members completed their annual safety training program 2 . We continue to support team members and their families with access to Myer Group's Employee Assistance counselling programs which is actively promoted. Diversity & Inclusion Myer Group aspires to create and maintain a collaborative and inclusive workplace to reflect the diversity of our team members, our customers and our community. Myer Group's workforce composition 1 as at 26 July 2025 was 82.3% female, with 65.5% of leadership roles and 25% of Board members being female. The Company monitors progress in female representation through measurable objectives in terms of succession planning, parental leave and leadership development metrics. The Company's commitment to the development of the team was also reflected with the continuation of our Capability and Leadership training programs during the year. Includes all Myer Group except MSAL. Includes all Myer Group except sass & bide Pty Ltd, Marcs David Lawrence Pty Ltd and MSAL. Supporting the Community The Company has a rich history built on the foundations of service to the community through the heritage of founder, Sidney Myer. The Myer Community Fund is the national charity of the Myer Group; it is a public ancillary fund, committed to raising funds through charitable activities involving Myer Group team members, customers, brand partners and suppliers and proud to support more than 58 charities in cities and the regions across Australia. The Myer Community Fund remains focused on supporting vulnerable children and families through our national charity partners, the Alannah & Madeline Foundation and The Salvation Army. These partnerships enable targeted programs that provide safety, support, and opportunity, aligning with our commitment to deliver measurable community impact across Australia. At the heart of the Myer Community Fund is our belief that together we can create meaningful change for those who need it most. Alongside our national partnerships, the Fund also supports a network of local charities. This ensures resources are directed to community-based charitable organisations meeting critical needs, complementing our broader partnerships, and strengthening the reach of our impact. In FY25, thanks to the support of many, the Myer Community Fund was proud to raise more than $2.7 million to support our charity partners. Together, these efforts reflect the spirit of generosity that defines Myer - a spirit that empowers children, strengthens families, and helps build brighter futures. Sustainability and People - performance and targets Focus Area Key Measure FY23 Performance* FY24 Performance* FY25 Performance Myer Group FY26 Target Diversity and inclusion (% female senior managers) 59.4% 60.8% 65.5% 1 ≥50% Team Workplace safety (LTIFR) 7.9 8.5 8.8 1 <8.0 Code of Conduct Training (% of required team members trained) 86.4% 97.3% 87.3% 2 ≥80.0% Environment Scope 1 & 2 Greenhouse gas emissions reduction (%) YoY 4.3% 3.6% 4.8% 4 ≥ 2% Waste Recycling rate (%) 68.8% 69% 72.6% 3 70% Includes all Myer Group except MSAL. Includes all Myer Group except sass & bide Pty Ltd, Marcs David Lawrence Pty Ltd and MSAL. Myer stores only. The Waste Recycling Rate (%) for FY25 includes TRA Textile Recycling (textiles in SSO) and paper recycling which was excluded for previous years. Myer stores only. Refrigerant emission was excluded in emission calculation. * Apparel Brands has not been included in the figures. ‌Directors' Report for the period ended 26 July 2025 Your Directors present their report on the consolidated entity consisting of Myer Holdings Limited (ABN 14 119 085 602) (the Company or Myer ) and the entities it controlled (collectively referred to as the Myer Group ) at the end of, or during, the financial period ended 26 July 2025. Biographies of Current Directors Olivia Wirth Executive Chair & Director Member: Nomination Committee Olivia has a wealth of experience in CEO and senior executive roles, and possesses strong capability in customer experience and analytics, marketing, brand and loyalty, as well as corporate affairs and government relations. Olivia joined the Myer Board as an independent Non-Executive Director in November 2023 and on 14 March 2024 was appointed as Executive Chair to drive the Company's next phase of growth. Olivia is focused on delivering improved outcomes for the Myer Group's valued customers, team members and all Myer Group shareholders. Previously, Olivia held a number of other senior leadership roles at Qantas after commencing there in 2009, including Chief Customer Officer; Group Executive for Brand, Marketing and Corporate Affairs; and Group Executive for Government Relations and Corporate Affairs. She was a member of the Group Management Committee since 2010 and most recently retired as CEO of Qantas Loyalty after 6 years in the role. Prior to Qantas, Olivia held senior executive roles for a number of organisations, including the Tourism and Transport Forum industry lobby group and the Australian Tourist Commission. Since 2018, Olivia has been a board director of the Great Barrier Reef Foundation and was also on the Board of UNICEF Australia until 24 August 2024. Gary Weiss AM Deputy Chair & Lead Independent Director Member: Audit, Finance and Risk Committee Member: Human Resources and Remuneration Committee Member: Nomination Committee Gary has extensive global experience across a range of industries, both at executive and board levels. Gary was Chairman of Ridley Corporation Limited from June 2010 until August 2020, ClearView Wealth Limited from July 2013 until May 2016, Coats plc from 2003 until April 2012, Estia Health from December 2016 until December 2023, and Executive Director of Guinness Peat Group plc from 1990 to April 2011. He has also held directorships of numerous companies, including The Straits Trading Co Ltd in Singapore, Premier Investments Limited, Tag Pacific Limited, Westfield Group, Tower Australia Ltd, Australian Wealth Management Limited, Tyndall Australia Ltd (Deputy Chairman), Joe White Maltings Ltd (Chairman), CIC Ltd, Whitlam Turnbull C Co Ltd and Industrial Equity Ltd. Gary was also a Director of Brisbane Broncos Ltd (formerly Pacific Sports Entertainment Ltd), an ASX-listed company which owns the Brisbane Broncos. Gary is also a Commissioner of the Australian Rugby League Commission. In 2019, Gary was awarded the Member (AM) in the General Division of the Order of Australia for significant service to business, and to the community. Gary holds an LLB (Hons) and LLM from Victoria University of Wellington and a Doctor of the Science of Law (JSD) from Cornell University. He was admitted as a Barrister and Solicitor of the Supreme Court of New Zealand, a Barrister and Solicitor of the Supreme Court of Victoria and as a Solicitor of the Supreme Court of New South Wales. Gary is also a Commissioner of the Australian Rugby League Commission. Other Current Directorships: Gary is Executive Director of Ariadne Australia Ltd, and Chairman of Coast Entertainment Holdings Ltd (formerly Ardent Leisure Limited) and Cromwell Property Group. He is a Non-Executive Director of Hearts C Minds Investments Limited, Thorney Opportunities Limited, the Victor Chang Cardiac Research Institute, Invest Gold Coast Pty Ltd, and The Centre for Independent Studies. Directors' Report Continued Terry McCartney Non-Executive Director Chair: Human Resources and Remuneration Committee Member: Nomination Committee Terry has had a comprehensive career spanning more than 40 years in retail in both executive and director positions, spanning the full spectrum of retailing - ranging from luxury goods in department stores to mass merchandise discount operations. Terry's career started at Boans Department Stores in Perth, then moved to Grace Bros in Sydney. After the acquisition of Grace Bros by Myer, he relocated to the merged department stores group in Melbourne. His executive career culminated in his roles as Managing Director of Kmart Australia and New Zealand, and Managing Director of Myer Grace Bros. Other Current Directorships: Terry has been a Non-Executive Director of Premier Investments Limited ( Premier ) since 2016 and its subsidiary Premier Retail Holdings Pty Ltd since 2025, which operates retail brands Peter Alexander and Smiggle. Terry has also served as the Chairman of Premier's Remuneration and Nomination Committee since 2017. Rob Perry Independent Non-Executive Director Chair: Audit, Finance and Risk Committee Member: Human Resources and Remuneration Committee Member: Nomination Committee Rob is a retired Partner of 36 years' experience from global accounting firm Ernst C Young ( EY ). At EY, Rob was one of the most experienced Retail Audit Partners in the market, performing audit, risk management, internal audit and assurance engagements on large, complex global organisations as well as mid-cap and smaller listed companies. His audit experience gives him a strong understanding of business risks and financial issues. Rob provided audit services to clients across a broad range of sectors, primarily focusing his efforts on clients within the retail and consumer goods sector. Rob led a number of EY's Corporate Risk and Audit engagements across large international and ASX-listed brands. At EY, Rob held a number of executive roles, including leader of Risk and Governance Services for the Asia Pacific region and was a member of EY's Global Risk Management Committee. Rob's previous roles also included Managing Partner of Risk Consulting Services for EY in Melbourne. Directors The following table shows current and previous Directors of the Company during the financial period and up to the date of this Directors' Report: Current Directors Position Date appointed Olivia Wirth Independent Non-Executive Director Chair Executive Chair 9 November 2023 14 March 2024 4 June 2024 Gary Weiss AM Independent Non-Executive Director Deputy Chair C Lead Independent Director 9 November 2023 14 March 2024 Terry McCartney Non-Executive Director 10 November 2022 Rob Perry Independent Non-Executive Director 2 May 2024 Retired Directors Position Date retired Dave Whittle Independent Non-Executive Director 10 December 2024 Jacquie Naylor Independent Non-Executive Director 23 June 2025 Directors' Report Continued Meetings of Directors and Board Committees The number of meetings of the Board and of each Committee held during the period ended 26 July 2025 are set out below. All Directors are invited to attend Committee meetings. Most Committee meetings are attended by all Directors; however, only attendance by Directors who are members of the relevant Committee is shown in the table below. Current Directors Meetings of Directors Audit, Finance and Risk Committee Human Resources and Remuneration Committee Nomination Committee Held* Attended Held* Attended Held* Attended Held* Attended Olivia Wirth 14 14 - - - - 3 3 Gary Weiss AM (1) 14 14 6 6 1 1 3 3 Terry McCartney (2) 13 13 - - 4 4 3 3 Rob Perry (3) 14 14 6 6 1 1 3 3 * Number of meetings held during the time the Director held office or was a member of the Committee during the period. Gary Weiss AM was appointed as a member of the Human Resources and Remuneration Committee with effect on 25 June 2025. Terry McCartney became Chair of the Human Resources and Remuneration Committee with effect on 25 June 2025. Rob Perry became Chair of the Audit, Finance and Risk Committee and Nomination Committee with effect on 3 September 2024, and was appointed as a member of the Human Resources and Remuneration Committee with effect on 25 June 2025. Retired Directors Meetings of Directors Audit, Finance and Risk Committee Human Resources and Remuneration Committee Nomination Committee Held* Attended Held* Attended Held* Attended Held* Attended Dave Whittle (4) 5 5 3 3 3 3 - - Jacquie Naylor (5) 11 9 - - 3 3 2 2 * Number of meetings held during the time the Director held office or was a member of the Committee during the period. Dave Whittle retired as a member of the Board with effect on 10 December 2024. Jacquie Naylor retired as a member of the Board with effect on 23 June 2025. Directors' Relevant Interests in Shares The following table sets out the relevant interests that each Director has in the Company's ordinary shares or other securities as at the date of this Directors' Report. No Director has a relevant interest in a related body corporate of the Company. Current Directors Ordinary Shares Deferred Rights Performance Rights Performance Options Olivia Wirth Nil Nil 1,526,996 Nil Gary Weiss AM 143,212 Nil Nil Nil Terry McCartney 200,000 Nil Nil Nil Rob Perry Nil Nil Nil Nil Retired Directors Ordinary Shares Deferred Rights Performance Rights Performance Options Dave Whittle 266,666 Nil Nil Nil Jacquie Naylor 735,652 Nil Nil Nil Directors' Report Continued Directorships of Other Listed Companies The following table shows, for each Director, all directorships of companies that were listed on the ASX (other than the Company) since 30 July 2022, and the period during which each directorship has been held. Current Directors Listed Entity Period directorship held Olivia Wirth - - Gary Weiss AM Ariadne Australia Limited Coast Entertainment Holdings Ltd (formerly Ardent Leisure Limited) Cromwell Property Group Ltd Hearts C Minds Investments Limited Thorney Opportunities Limited Estia Health Limited November 1989 - present September 2017 - present September 2020 - present September 2018 - present November 2013 - present February 2016 - December 2023 Terry McCartney Premier Investments Limited April 2016 - present Rob Perry - - Retired Directors Listed Entity Period directorship held Dave Whittle Michael Hill International Limited August 2023 - present Jacquie Naylor Michael Hill International Limited July 2020 - April 2024 Company Secretary and Other Officers Paul Morris is the General Counsel and Company Secretary of the Company. Prior to joining the Myer Group, Paul was General Counsel and Company Secretary of Spotless Group. Kathy Karabatsas is the Group Chief Financial Officer of the Company. Details of Kathy's experience and background are set out in the Executive Management Team section of the Myer Group's Investor and Media Centre website. Principal Activities During the financial period, the principal activity of the Myer Group was the operation of the Myer Retail business (comprising the Myer department store business), and from 26 January 2025, the Myer Apparel Brands business, being the specialty retail business comprising Just Jeans, Jay Jays, Portmans, Dotti, and Jacqui E. Operating and Financial Review To assist in the evaluation of the financial performance of the Company, certain measures are used that are not recognised under the Australian Accounting Standards or International Financial Reporting Standards (IFRS) and therefore, these are considered to be non-IFRS measures. Although the Board of Directors believe that these measures provide useful information about the financial position and performance of the Company, they should be considered to be supplementary to the consolidated statement of comprehensive income and consolidated statement of financial position presented in accordance with Accounting Standards. As these non-IFRS measures are not defined in the Accounting Standards, the way the Company may calculate these measures may differ from similarly titled measures used by other companies. Directors' Report Continued Summary of Financial Results for 52 Weeks Ended 26 July 2025: The Company reported financial results (post-AASB16) for the 52 weeks ending 26 July 2025 (FY25) (1) . FY25 reflects the first period for the Myer Group, following completion of the combination with Apparel Brands, with the results incorporating a 26-week contribution from Apparel Brands: Total Sales of $3,673.8 million, up 0.5% on a pro forma basis and 1.7% in 2H25 (2) . Operating Gross Profit (OGP) was $1,406.5 million reflecting the additional six-month contribution from Apparel Brands; OGP margin increased 171 basis points (bps) to 38.3%, reflecting higher margin sales from Apparel Brands partially offset by mix shift to Concessions. Cost of Doing Business (3) (CODB) was $1,023.3 million, an increase of 22.6%, reflecting inclusion of Apparel Brands, higher store costs impacted by minimum wage increases, occupancy outgoing costs impacted by inflation, and additional people capability to execute on the Myer Group Growth Strategy. NDC challenges resulted in estimated impact on FY25 performance of $16 million EBIT, including Myer Exclusive Brands stock unavailability $8 million, dual site costs $2 million and online fulfilment costs $6 million. Net profit after tax (3) (NPAT) was $36.8 million Statutory NPAT of ($211.2) million was impacted by a one-off, non-cash impairment of $213.3 million for Myer Apparel Brands goodwill arising as part of acquisition accounting, which requires the purchase consideration to be valued using the closing share price at acquisition date. The Myer share price at the time of completion was 98.5 cents compared to 64.5 cents at the time of announcing the transaction on 24 June 2024. The effect of the impairment is to recognise Apparel Brands on Myer's balance sheet, in line with the value implied by the 64.5 cents share price. A further $34.7 million related to other significant items, reflecting a period of significant transition and merger integration. Operating cashflow of $253.3 million was $2.9 million favourable to pcp, with net cash at period end of $168.2 million. Compared to FY24 (52 weeks to 27 July 2024), unless otherwise stated. Group total sales for 2H25 versus 2H24, with 2H24 including sales for Apparel Brands for comparative purposes. Excluding significant items. Income Statement for the 52 Weeks to 26 July 2025 2025 $m 2024 $m Change Total sales (1) 3,673.8 3,266.1 12.5% Operating gross profit 1,406.5 1,194.4 17.8% Cost of doing business (2) (1,023.3) (834.7) 22.6% EBITDA (2) 383.2 35G.7 6.5% Depreciation (2) (242.9) (197.0) 23.3% EBIT (2) 140.3 162.7 (13.8%) Net finance costs (87.0) (87.3) (0.4%) Tax (2) (16.5) (22.8) (27.7%) NPAT (2) 36.8 52.6 (30.0%) Significant items after tax (248.0) (9.1) 2625.4% Statutory profit after tax (211.2) 43.5 (586.1%) Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,789.9 million (FY24: $2,438.1 million) Excluding significant items Directors' Report Continued Balance Sheet as at 26 July 2025 2025 $m 2024 $m Change $m Inventory 493.0 368.5 124.5 Creditors (504.2) (417.9) (86.3) Other assets 149.1 169.3 (20.2) Other liabilities (122.1) (73.3) (48.8) Right-of-use assets 1,130.7 1,038.5 92.2 Lease liabilities (1,629.9) (1,567.1) (62.8) Property, plant and equipment 326.0 317.4 8.6 Intangibles assets 880.0 305.8 574.2 Total Funds Employed 722.6 141.2 581.4 Cash 167.2 176.0 (8.8) Less Borrowings 0.9 (62.2) 63.1 Net Cash 168.1 113.8 54.3 Equity 8G0.7 255.0 635.7 Cash Flow for the 52 Weeks to 26 July 2025 2025 $m 2024 $m Change $m EBITDA (1) 383.2 35G.7 23.5 Significant items (257.2) (12.2) (245.0) Non-cash impairments 214.1 5.9 208.2 Working capital movement 41.0 20.9 20.1 Operating cash flow (before interest and tax) 381.1 374.3 6.8 Conversion 99.4% 105.9% Tax paid (37.8) (37.0) (0.8) Net Interest paid (5.6) (5.2) (0.4) Interest on lease liabilities (84.4) (81.7) (2.7) Operating cash flow 253.3 250.4 2.G Capital expenditure paid (2) (53.0) (69.4) 16.4 Free cash flow 200.3 181.0 1G.3 Dividends paid (25.1) (33.2) 8.1 Principle portion of lease liabilities paid (200.0) (151.5) (48.5) Repayment of borrowings, including transaction costs (66.0) - (66.0) Net cash flow (G0.8) (3.7) (87.1) Excluding significant items Net of landlord contributions and proceeds received on sale Directors' Report Continued Shares and Dividends 2025 2024 Shares on issue Basic earnings per share (1) Basic earnings per share (before significant items) (2) Dividend per share 1,728.1 million (16.5) cents 2.9 cents 2.5 cents 831.8 million 5.2 cents 6.3 cents 3.5 cents Calculated on weighted average number of shares of 1,280.5 million (FY24: 829.3 million) and based on NPAT Calculated on weighted average number of shares of 1,280.5 million (FY24: 829.3 million) and based on NPAT pre significant items Non-IFRS Financial Measures A reconciliation of the non-IFRS measures relating to the financial performance of the Company disclosed in this Directors' Report to the Financial Statements is as follows: Income statement reconciliation ($ millions) EBIT Interest Tax NPAT Statutory result Add back: Significant items (116.G) 257.2 (87.0) - (7.3) (9.2) (211.2) 248.0 Reported result (before significant items) 140.3 (87.0) (16.5) 36.8 FY25 Operations The Company achieved the following during FY25: Completed the transformational acquisition of Apparel Brands, which continues to be integrated into the new Myer Group structure. Strengthened its balance sheet through a successful refinancing via a $150 million revolving debt facility, which will deliver $11 million in annual interest cost savings, and allow flexibility to fund strategic initiatives. Progressed a restructure and integration of sass C bide, Marcs and David Lawrence within the Myer Group. Continued to invest in the MYER one program, resulting in 804,000 new customer applications and an increase in tag rate to 79.5% (FY24 77.2%). Completed a comprehensive review of its National Distribution Centre in Ravenhall, Victoria, with a remediation plan now in-place to implement a permanent long-term solution to optimise distribution centre performance. Reshaped and bolstered its Executive Management Team with strong capabilities, set to drive the Company's strategic priorities and position the Company for growth in the future. G. Significant Changes in the State of Affairs in FY25 Other than the matters described elsewhere in this report, no other significant changes occurred during the financial period. 10. Business Strategies and Future Developments Combination with Apparel Brands On 28 January 2025, the Company announced it had completed its acquisition of Just Group Limited from Premier Investments Limited, which consisted of five Apparel Brands - Just Jeans, Jay Jays, Portmans, Dotti, and Jacqui E - bringing them into the Myer Group. The process of embedding the Apparel Brands business into the Myer Group is continuing, with transitional arrangements with Premier Investments Limited expected to wind down over the next 12 months. As a result of the combination, the Myer Group is the second largest apparel retailer in Australia. The combination accelerates Myer's key strategic priorities - creating a leading Australian retail platform - and delivers significantly enhanced scale and capabilities to drive growth and operating leverage. Apparel Brands brings with it a highly contemporary customer base, allowing the Myer Group to penetrate the 31 to 49 year old and younger customer segments, whilst also providing an opportunity to leverage the MYER one loyalty program and Myer's eCommerce platform across this enlarged customer base. Key to the integration will be leveraging Apparel Brands' sourcing, design and distribution capabilities to drive efficiencies and improve margins across the entire Myer Group. The combination is expected to generate combination benefits of at least $30 million earnings pre-tax per annum over the short to medium term. Directors' Report Continued Myer Group Growth Strategy Over the past 12 months, the Board and the Executive Management Team have completed a comprehensive, company-wide, strategic review of the Myer Group business, and developed a plan for sustainable growth. The Myer Group Growth Strategy, covering the core retail markets of Womenswear, Menswear, Beauty, Kids and Home in which Myer competes, is centred around the concept of a connected customer across four strategic pillars -Customer C Loyalty; Products C Brands; Omni-channel Network; and Sourcing C Supply Chain. Customer & Loyalty: A data powered retail platform that knows customers better than anyone, driving a loyalty cycle by delivering what they need, when they need it. Products & Brands: Unique and in demand product and brands, created and curated to meet customer demands, ensuring the Myer Group remains its customers' go-to style destination. Omni-channel Network: A seamless and engaging shopping experience which connects customers whenever and wherever they choose to shop. Sourcing & Supply Chain: A fast, scalable and efficient sourcing and supply chain model that delivers quality products at great margins, meeting customer demand quickly and sustainably. The Myer Group Growth Strategy has commenced implementation, being enabled by strong financial discipline, a foundation of advanced customer data driving fact-based decision making in all retail disciplines, and a world-class retail leadership team with strong capabilities. 11. Key Risks and Uncertainties The Myer Group's strategies take into account the expected operating and retail market conditions, together with general economic conditions, which are inherently uncertain. The Myer Group has a structured proactive risk management framework and internal control systems in place to manage current material risks and the emergence of any new risks. The key risks that may have an effect on the Myer Group's ability to execute its business strategies and future growth prospects, and how the Myer Group manages these risks, are set out below. External Environment Risks Unstable and deteriorating macro-economic factors such as the fluctuation of the Australian dollar and interest rates; heightened domestic and global inflation leading to cost of living pressure; potential tariffs imposed by Australia's trading partners; poor consumer confidence; changes in government policies; external, natural or unforeseen events, such as an act of terrorism, political instability, global conflicts, national strike or pandemic; transition to a lower carbon economy; physical impacts of climate change and weakness in the global economy, could adversely impact the Company's ability to achieve financial and trading objectives. Myer regularly analyses and monitors economic and other available data to allow the Company to develop action plans to mitigate the future impact on sales and cost of doing business, and has implemented conservative hedging, capital management, and marketing and merchandise initiatives to address the cyclical nature of the business. Supplier and Supply Chain Risks Myer monitors its supplier relationships and quality standards via a range of means, including implementation of its quality assurance, compliance policies and rigorous procurement and contracting processes. Our sourcing offices maintain regular contact with our supplier base to ensure they adhere to our requirements and also assist in managing any challenges they may have. We continue to review new sourcing opportunities to allow us greater flexibility and diversification across the portfolio. This assists with minimising any risks, helps ensure competitiveness, and gives us the ability to expand ranges and brands. Disruption in the global shipping industry has become a normal part of the Company's operating rhythm. The normal practice of 'blank sailings' carried out by the shipping lines remains on the Oceania route as the carriers move vessels onto more profitable routes or simply seek to increase the demand for reduced capacity, again applying upward pressure on rates. The Company continues to work with suppliers and partners to ensure any challenges are carefully monitored and addressed. Myer's National Distribution Centre ( NDC ) in Ravenhall, designed to add scale and lower the cost of fulfilment of online orders by leveraging automated pick and pack, has experienced implementation challenges during FY25, creating difficulty moving stock to stores and delaying supply, and resulting in the transfer of online fulfilment from the NDC to stores. Whilst significant action has been undertaken to stabilise operations within the NDC, including enhanced inventory controls, a 3PL solution with Toll Transport Pty Ltd for implementation in Q1 FY26 to support peak trade, and a well progressed plan for the remediation of the NDC's automation and integration issues, the Company may face additional implementation challenges and financial impact whilst it works to optimise the NDC's functionality. Competitive Landscape Risks The Australian retail industry in which the Myer Group operates remains highly competitive. The Company's competitive position may be negatively impacted by new entrants to the market, existing competitors, changes to consumer demographics and increased online competition, which could impact sales. To mitigate these risks, Myer continues to select optimal merchandise assortment with the right categories and brands and will continue to implement the Myer Strategic Growth Plan. Technology Risks, including Cyber Security Myer relies significantly on technology in a rapidly changing and dynamic digital retail environment, giving rise to risks of disruption, malfunction, or obsolescence of our technology applications and infrastructure, technology implementation delays, and cyber-security violation or data breach of personal information, which could have a detrimental effect on Myer's sales, business efficiencies, and brand reputation. To offset these risks, Myer continues to review its operating models, simplify and consolidate technology, prioritise data security and maintain its cyber security posture, and invest and develop in-house technology capabilities and engage with reputable third-party IT service providers, to ensure Myer has reliable IT systems and issue management processes in place. Directors' Report Continued Brand Reputation Risks Myer has been recognised in the top 10 most trusted brands by Roy Morgan in 2023, 2024, and 2025. Myer's strong brand reputation is crucial for building positive relationships with customers, suppliers, and contractors which in turn generates sales and goodwill towards the Company. A significant event or issue (including inability to meet sustainability commitments and regulatory expectations) could attract strong criticism of the Myer brand, which could impact sales or the Company's share price. Myer has a range of policies and initiatives to mitigate brand risk, including an updated Code of Conduct, a Whistleblower Policy, an Ethical Sourcing Policy, marketing campaigns, and ongoing environmental and sustainability initiatives. Strategic and Business Plan Risks A failure to deliver the Myer Group Growth Strategy could impact sales, profitability, share price, and the Company's reputation. Each of the strategic initiatives which form the basis of the Strategy have been overlaid and enhanced with mitigation plans to ensure they remain "fit for purpose" and that risks are appropriately addressed. Integration Risks The integration of the Apparel Brands business into the Myer Group is continuing, however, may face integration issues such as challenges in managing a larger and more complex Myer Group, delays in or disruption to the integration process, higher than anticipated integration costs, extended periods of transition services due to separation delays and/or delays in implementing replacement services, and possible differences in business backgrounds, corporate cultures and management philosophies. This could result in a failure to realise the expected benefits of the combination of the Myer Retail and Myer Apparel Brands businesses and increased integration costs, which may adversely affect the financial performance and position of the Myer Group. Each phase of the integration plan has been risk assessed and contains mitigation plans to ensure that those risks are appropriately addressed. People Management Risks With the impact of current low unemployment and labour shortages in the external market, Myer continues to focus on the attraction and retention of talented senior managers to ensure that our leadership team has the right skills and experience to deliver our strategy, and store and online team members to ensure sales growth. Failure to do so may adversely impact the Company's ability to deliver on its strategic imperatives. Training and development programs continue to be offered to further refine the skills of the Company's team members and business leaders, and forms a part of the Company's overall attraction and retention strategy. The combination of the competitive labour market, increases to the cost of living, and inflation impacts, has compelled Myer to keep step with shifts in external salary and employee benefits. The Company regularly analyses employee turnover data to identify and mitigate any flight risks of team members in key roles. In October 2024, Myer engaged an external provider to implement its MyVoice employee engagement survey, providing a rich source of people-based data, allowing Myer to gauge employee sentiment and foster a more engaged and productive workforce. The safety of team members, customers, and suppliers is a high priority at the Myer Group. Failure to manage health and safety risks could have a negative effect on team member wellbeing, and the Company's reputation and performance. With customer violence against retail workers on the rise, resulting in significant increases in abuse, and incidents involving weapons, the Company supports both government policy and technology-based solutions, such as the roll out of body-worn cameras and personal safety alarms, to equip the Myer team in addressing this growing trend. Detailed risk assessments are regularly conducted and reviewed for existing and emerging risks, and regular education programs are delivered to all team members. Tragically, during the year, there was a workplace accident involving a third-party contractor who was fatally injured at the NDC at Ravenhall, Victoria. Myer and its contractors have co-operated with WorkSafe and investigations into this event are ongoing. Myer and its contractors have implemented a range of measures to ensure ongoing safety compliance at the NDC. Myer recently implemented a separate Sexual and Sex-Based Harassment Policy and Myer enhanced supporting training and reporting to help prevent workplace sexual harassment and to meet our positive duty under the Anti-Discrimination and Human Rights Legislation Amendment (Respect at Work) Act 2022 (Cth). Regulatory Risks From time to time, the Company may be subject to regulatory investigations and disputes, including by the Australian Taxation Office ( ATO ), Federal or State regulatory bodies including the Australian Competition and Consumer Commission ( ACCC ), the Australian Securities and Investments Commission ( ASIC ), the Australian Securities Exchange ( ASX ) and Federal and State work, health and safety authorities. The outcome of any such investigations or disputes may have a material adverse effect on the Company's operating and financial performance. The Myer Group has an established governance framework to monitor, assess and report on such occurrences to senior management when they arise. Litigation The Company is required to maintain compliance with applicable laws and regulations. Failure to comply could result in enforcement action and claims, which may have a material adverse impact on the Company's reputation, financial performance and profitability. Legal proceedings and claims may also arise in the ordinary course of the Company's business and could result in high legal costs, adverse monetary judgements, reputational damage and other adverse consequences. The Company has an established governance framework to monitor, assess and report to management on litigation risks when they arise, and seeks to minimise risk through appropriate compliance training for team members and management.

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