Strategic rationale for the acquisitions

C. Key Risks (cont'd) Exposure to disputes or litigation with third parties such as regulators (for example, the ACCC and AUSTRAC), employees, business associates, customers and suppliers (including as to the terms of supply arrangements), the holders of rental guarantees granted by Metcash (including where the guarantee is called on), contract counterparties (including in the context of business or share acquisition agreements) or other third parties (including in context of historical and future acquisitions) could negatively impact on Metcash's financial performance through increased costs, settlement payments, concessions made in contract negotiations, damages payments and reputational damage. 1.18 Dividends The Board will consider paying a final dividend in respect of FY24 in the ordinary course and expects to maintain its dividend in line with its Dividend Policy. While no assurance can be given that the Board will determine to pay a final dividend in respect of FY24 or in respect of any future financial period, the Board will make its determination having regard to the Company's financial performance in respect of that period as well as circumstances existing at the time the results are released, including the Company's financial and operating performance and capital management requirements. Further, no assurance can be given in relation to the level of franking of future dividends. Franking capacity will depend on the amount of Australian tax paid in the future, the existing balance of franking credits and other factors. 1.19 Taxation Any change to Australian taxation laws (or their interpretation) including the current rate of company income tax or to the rates of indirect taxes could materially impact Metcash's financial performance. In addition, the imposition of additional or higher excise or other taxes on products such as alcohol may have an adverse effect on consumer buying patterns and may adversely impact Metcash's financial results. The taxation treatment adopted by Metcash may require an interpretation of the relevant taxation laws and Metcash may be the subject of information requests or audit activities by tax authorities in relation to the adopted treatment. Any change to the current rates of income tax applying to shareholders, whether they are individuals, trusts or companies may impact on shareholder returns. 1.20 Accounting Changes in accounting or financial reporting standards may adversely impact the reported financial performance of Metcash. 2. Key Acquisition risks 2.1 Acquisitions may not complete or may be delayed There is a risk that one or more of the Acquisitions does not complete, including if an Acquisition is terminated prior to completion for non-satisfaction of a condition precedent to completion, including, for example, as a consequence of a material adverse change occurring, failing to achieve ACCC clearance, failing to agree new employment terms with key employees of the relevant target company or failing to obtain change of control consents in respect of key contracts or leases. If any of the Acquisitions do not complete, Metcash will need to consider alternative uses for the Placement proceeds. Metcash may decide to invest some or all of the Placement proceeds, use some or all of the Placement proceeds for other acquisitions or capital investments or to repay debt (temporarily or permanently), or return some or all the Placement proceeds to its shareholders via a share buy-back or other capital return mechanism. If the Placement proceeds are not used to fund the Acquisitions, there is no assurance that Metcash will be able to use the Placement proceeds to generate an equivalent return to that anticipated from the Acquisitions, or at all. If completion of any of the Acquisitions is delayed, Metcash may incur additional costs and it may take longer than anticipated for Metcash to realise the benefits of that Acquisition including the synergies described in this Presentation. Any failure to complete, or delay in completing, any of the Acquisitions and/or any action required to be taken to return the Placement proceeds to shareholders may adversely impact Metcash's financial performance and profitability. Metcash NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 56

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