Our group of shareholders recommends voting against the re-election of incumbent Board Chairman, Scott Perkins. Our group also recommends that, in the case Scott Perkins is re-elected, he be replaced as chair of the Board.

In our opinion, Mr Perkins has presided over governance failures or personally made decisions that invited unnecessary risks to shareholder value, including:

- Chairing a Board we believe has ignored shareholder voice on material concerns expressed through record high support for resolutions
- Showing serious poor judgement by initiating communications with Woolworths’ largest competitor, Coles
- Overseeing a period where the reputation of Woolworths as a corporation has fallen when research suggests nearly one third of all shareholder value is attributed to reputation
- Failing to establish adequate risk management and oversight mechanisms that can identify and mitigate ESG risks

Mr. Perkins has remained on the Board for 12 years, as Chairman for four, and is now seeking an extension to 15 years despite these failures. His request for an extension to 15 years is unusual for modern public company directors in Australia and most of these have specific industry qualifications or were founders, neither of which applies to Mr. Perkins.

The Chair is ultimately responsible for the direction of the company and therefore must be held accountable for its track record.

Dismissing repeated strong shareholder feedback without meaningful response

The Australian Financial Review has reported allegations that Mr. Perkins initiated communication with the Chairman of Woolworths’ largest competitor, Coles, to discuss how to deal with an environmental backlash against Tasmanian salmon. In its comments to the AFR, Woolworths did not deny those allegations.

The allegations have been the subject of a complaint to Australia’s competition regulator, the ACCC. In our opinion, if those allegations are true, then they demonstrate poor judgement on the part of Mr. Perkins, given it coincided with increased scrutiny on competition between the two supermarkets, including accusations from the ACCC of parallel pricing and fake discounts.

As demonstrated by the coverage in the AFR, those discussions invited reputational damage on Woolworths, creating unnecessary risk to shareholder value. Our group of shareholders does not allege that any discussions were illegal, but consider that they give rise to legitimate governance concerns.

Woolworths’ reputation has fallen during Mr. Perkin’s period as Chair, damaging brand value

As Chair Mr. Perkins has presided over a period where the reputation of Woolworths as a corporation has fallen from the most trusted brand in Australia in 2022 to consistently one of the least trusted. In our view, Mr. Perkins has not adequately addressed this fact even though research attributes over one third of all shareholder value to reputation.

Failure to manage ESG issues risks further brand damage

In addition to these problems, Woolworths has failed to identify and mitigate material ESG risks, including:

- Implementing AI employee surveillance tools that triggered 17 days of industrial action resulting in reduced H1 2025 EBIT by $95 million or 6.1%.
- Regulatory action due to underpayment of staff, costing the company $330 million.
- Selling seafood linked to multiple companies accused of serious human rights violations, including Chinese processors using Uighur forced labor.
- Ignoring a decade of scientific evidence that the salmon it sells threatened the Macquarie Harbour UNESCO World Heritage Area, including the endangered Maugean Skate with extinction, and the advice of its NGO partner, WWF, that the sustainability certifications it used were not fit-for-purpose.

Despite strong shareholder votes requesting better practices and meetings with stakeholders urging independent due diligence of its seafood supply chains, the company continues relying on flawed certifications that fail to mitigate exposure to these risks. We are concerned that, given the above allegations regarding forced labour, Woolworths is not taking adequate steps to prepare for the legislation in Australia that will impose criminal penalties on companies that fail to prevent modern slavery in their supply chains.

We do not consider this risk to Woolworths’ reputation is worth taking to continue selling products that earns immaterial revenue for the Company. We believe it risks further brand damage and legal challenge when it claims to be “advancing responsible aquaculture practices”.

These failures highlight inadequate Board skills, due diligence processes, risk management and oversight mechanisms

Directors that fail to identify the company’s nature-related dependencies and impacts, and consider the potential risks this may pose to the company could breach their duty of care. Woolworths has received 6 nature-related shareholder resolutions over 2 years concerning the environmental impact of their seafood and beef supply chains and the world’s first OECD complaint against a major retailer for environmental violations.

The Board requires directors with demonstrable expertise in managing ESG risks and leadership committed to substantive action rather than cosmetic responses to these risks.

As Chair of the Board, Mr. Perkins should be accountable for failing to manage governance and reputational risks, and his request for an extension to 15 years on the Board is unjustified. We therefore urge shareholders to vote against his re-election.

Note: see the supporting materials for footnotes attached to this proposal.