Strategic rationale for the acquisitions

D. Summary of Underwriting Agreement Metcash has entered into an underwriting agreement with the Joint Lead Managers (Underwriting Agreement), pursuant to which the Joint Lead Managers are acting as joint lead managers, underwriters and bookrunners of the Placement. The Underwriting Agreement contains conditions precedent, representations, warranties, undertakings and indemnities in favour of the Joint Lead Managers. A Joint Lead Manager may, in certain circumstances, terminate its obligations under the Underwriting Agreement on the occurrence of certain events, including the following: . • (*) Metcash breaches the Underwriting Agreement or any of the representations or warranties made within the Underwriting Agreement are not true or correct; the disclosures made by Metcash in relation to the Placement are defective in a certain respect (including by omission) or contain a statement of opinion or belief which is not truly and honestly held, or lacks reasonable grounds, or includes a forward-looking statement which is, or is likely to become, incapable of being satisfied; . certain delays to the timetable, unless agreed between Metcash and the Joint Lead Managers in writing; . Metcash is unable to issue shares on the allotment date; • • • • Metcash alters its capital structure or constitution without the Joint Lead Managers' prior consent; (*) any adverse change occurs, or there is a development which is reasonably likely to have a prospective adverse change, in the assets, liabilities, financial position or performance, profits, losses or prospects of Metcash, including any adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of Metcash from those respectively disclosed in: (i) the disclosures made by Metcash in relation to the Placement; or (ii) Metcash's financial results for the most recent reporting date or any subsequent disclosure made to the ASX; (*) a change in the senior management or the board of directors of Metcash occurs or is announced, other than a change previously announced by Metcash; any of the following: (i) ASIC issues proceedings or commences any inquiry or investigation in relation to the Placement; or (ii) (*) ASIC threatens to issue proceedings or commence any inquiry or investigation in relation to the Placement; the ASX makes an official statement, or indicates to Metcash or the Joint Lead Managers that Metcash's shares will be suspended from trading or quotation, that Metcash will be removed from the official list or that quotation of all of the Placement shares will not be granted by the ASX or such approval has not been given before the close of business on the last date on which the Placement shares may be allotted, or such suspension from quotation occurs; any of the following: (i) any regulatory body commences any public action against an officer of Metcash in his or her capacity as on officer of Metcash, or an officer of Metcash is charged with an indictable offence or is disqualified from managing a corporation under the Corporations Act; or (ii) (*) any regulatory body announces that it intends to commence a public action against an officer of Metcash in his or her capacity as an officer of Metcash; (*) any government or any governmental body or regulatory body issues, or threatens to issue, proceedings or commences any inquiry or investigation into Metcash or the Placement (excluding any ACCC review of the Acquisitions); (*) there is an event or occurrence, including any statute, order, rule, regulation, directive or request of any government or government authority which makes it illegal or commercially impossible for the Joint Lead Managers to satisfy an obligation under the Underwriting Agreement, or to market, promote or settle the Placement; (*) hostilities not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving one or more of Australia, New Zealand, the United States, the United Kingdom, any member of the European Union, Israel, Ukraine, Japan or the People's Republic of China, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries elsewhere in the world; Melcash NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 60

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