Annual Report

2023
kogan.com Annual Report 2023

Highlights 2023

Over Strong 2,945,000

401,000 Balance Group Active Customers1

Kogan FIRST Subscribers,

and growing
Sheet
with no debt at
30 June 2023

1. Combined Active Customers of Kogan.com and Mighty Ape at 30 June 2023.

 kogan.com Annual Report 2023

Growth in Improving Return

Verticals cost‑of‑doing‑business to underlying
profitability
including our largest, in 2HFY23
Kogan Mobile Australia

CONTENTS

2 Chairman’s Letter 54 Environmental, Social and Governance 108 Independent Auditor’s Report
4 Founder & CEO’s Report 57 Auditor’s Independence Declaration 113 Shareholder Information
7 Operating & Financial Review 58 Financial Report 116 Corporate Directory
28 Directors’ Report 63 Notes to the Financial Statements
35 Remuneration Report 107 Directors’ Declaration

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kogan.com Annual Report 2023

Chairman’s Letter

I am delighted to share with you the

FY23 Annual Report for Kogan.com Ltd
(Kogan.com). This year highlighted the
evolutionary journey our company has been
on as it progressively becomes a primarily
subscription and software-based business.

In the latter part of the year, our business

returned to sustained underlying profitability,
signifying the successful execution of our
strategic realignment. We are now well
prepared to continue delighting our millions
of customers through FY24 and beyond.

Dear Kogan.com Shareholders,

In FY23, we returned the business to underlying The Kogan Marketplace achieved another strong result,
profitability, right‑sized inventory to optimal levels, growing by 18.0% CAGR2 on pre‑COVID trading
completed the year in a strong capital position with conditions (FY23 vs FY20). We continue to have a
no bank debt and commenced a share buy‑back strong pipeline of potential Marketplace Sellers being
program. These achievements have followed the onboarded every week, allowing for the Business to
execution of a purposeful strategy to position the supplement its in‑warehouse inventory offering with
Business to succeed in increasingly volatile market millions of Marketplace products, with no associated
conditions. These efforts have guaranteed we are capital investment. The Kogan Marketplace also
able to prioritise our millions of customers at the launched a new Advertising Platform towards the
core of our operations. end FY23, allowing Marketplace Sellers to bid on
the platform to gain prominence and additional sales.
The right‑sizing of inventory to meet current levels We have seen strong uptake upon launch and expect
of demand has been a key initiative for the Business. strong results from the platform in FY24.
As at 30 June 2023, we completed the year with
$68.2 million of inventories, representing a reduction Our Kogan FIRST loyalty program grew to over 401,000
of over 57% since 30 June 2022. This reduction has Subscribers as at 30 June 2023, an increase of 7.8%
been achieved through the rationalisation of our year‑on‑year. We continued to improve the program,
in-inventory offering, particularly through our introducing double Qantas points, increasing Kogan
Exclusive Brands Division. reward credits, providing additional exclusive
member‑only deals and introduced competition
The significant reduction in inventory levels helped giveaways. As we grow this loyal cohort of customers,
to achieve material operational efficiencies in our we expect to see improving return‑on‑investment
Variable Costs, specifically through our warehousing (ROI) of our marketing spend, as these shoppers are
and marketing expenses. Variable Costs reduced to more loyal and more likely to commence their online
8.8% of Gross Sales in 2HFY23 from 9.5% of Gross shopping journey directly on one of the Kogan.com
Sales in 2HFY22. We expect these cost efficiencies to platforms. Our ROI for marketing improved in FY23,
continue materialising in FY24 as further warehousing with marketing spend per Group Active Customer
reductions occur during the next 12 months. reducing to $16 in FY23 from $18 in FY22, and our
owned & earned traffic on the Kogan.com website
increased to 71%, versus 65% in F22.

2. Compound Annual Growth Rate.

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 kogan.com Annual Report 2023

This year marked the exit of Simon Barton, CAPITAL MANAGEMENT

Mighty Ape Founder, from the Business in March 2023.
Gracie MacKinlay, who was appointed Mighty Ape The Business commenced a share buy‑back program
CEO in June 2022, and has delivered solid results in May 2023, which is due to complete in April 2024.
in a challenging macroeconomic environment in To date the Business has invested over $18.0 million,
New Zealand. We also welcomed Daniel Balasoglou with further purchases planned.
as the new CFO of Mighty Ape, who brings a wealth
of knowledge and experience to the team. We continue Having returned the Business to Adjusted EBITDA
to invest in the IT infrastructure, logistics network profitability in FY23, and with continued cost efficiencies
and Mighty Ape team to set the Business up for expected to materialise in FY24, we look forward to
future growth. returning to strong positive operating leverage during
the upcoming financial year, consistent with our
During FY23, we maintained a majority independent historical performance.
Board, Audit & Risk Committee and Remuneration &
Nomination Committee. Our commitment to rigorous LOOKING AHEAD
governance standards and effective risk management
Having successfully stabilised the Business in FY23,
remains steadfast across every facet of our Business.
the Board is excited to build on the strong momentum
created and deliver robust results in FY24 and beyond.
Our Corporate Governance Statement and other In doing so, our aim is to continue delivering incredible
policies and charters are available on the Company’s value to our customers and shareholders into the future.
corporate website, www.kogancorporate.com.

STRATEGIC OPPORTUNITIES
Having completed the year with a strong Balance
Sheet and repositioned the Business to align with Greg Ridder
current market conditions, we are filled with Chairman
confidence as we enter FY24.

We anticipate strong results and benefits from

the Kogan FIRST loyalty program, Kogan Marketplace
and the newly launched Advertising Platform. We also
look forward to strong growth in our Verticals, particularly
Kogan Mobile Australia, our largest Vertical, and Mighty
Mobile, our newest Vertical. Finally, we expect a return
to strong profitability in our Exclusive Brands Division,
and in turn, a return to positive operating leverage.

OUR TEAM
Our team has shown unwavering dedication in executing
our strategy throughout this year. On behalf of the
Kogan.com Board, I extend my heartfelt gratitude
to each of our outstanding team members for their
tireless efforts during a particularly challenging year.

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kogan.com Annual Report 2023

Founder & CEO’s Report

In FY23, the evolution of our Business

toward a platform-based business gained
significant traction. For the first time ever,
the majority of our Gross Sales and Gross
Profit for Kogan.com (excluding Mighty
Ape) were generated by our Platform‑Based
Sales. This signals our transition to a
Business with higher recurring, higher
quality and higher margin earnings
moving forward.

This transformation paves the way

for a greater allocation of capital towards
providing exceptional value to our
customers in the years ahead.

Dear Kogan.com Shareholders,

At the start of FY23, we shared that we would It is this evolution from being a 100% first-party
complete the right‑sizing of inventory levels, retail business to a part-retail, part platform business
implement cost reduction initiatives, return to that is the highlight for me. Transitioning Kogan.com
sustained profitability and set the Business up for (excluding Mighty Ape) to a majority Platform‑Based
success in increasingly difficult trading conditions. Sales business has been many years in the making,
I’m glad to report that we have effectively delivered and I’m pleased to say that we’re now there. In FY23,
on all fronts, demonstrating the strength of our Kogan.com’s Platform‑Based Sales contributed over
Business and the brilliance of the Kogan.com Team. 57% of total Gross Sales and over 71% of Gross Profit.
Delivering on these objectives has allowed us to This evolution will continue to deliver higher recurring
continue pursuing our mission of making the most Revenue, higher Gross Margin, lower inventory risk
in‑demand products and services more affordable and enable lower operating costs. Most importantly,
and accessible. it’s leading to incredible deals for Aussie and
Kiwi customers.
Yet these achievements are not the highlight of FY23
for me. Many years ago we set Kogan.com on a path In our 17th year of operations, Kogan.com continues to
of diversifying its revenue streams so that we could be a leader in the eCommerce industry across Australia
build a more resilient Business. The first of our and New Zealand. It’s impressive to think that we have
Verticals, Kogan Mobile Australia, was launched all been delighting millions of shoppers for years, with
the way back in 2015. Since then we have introduced millions more yet to discover the convenience and
other Verticals such as Kogan Money, Kogan Mobile value of shopping online. This presents Kogan.com with
New Zealand and Kogan Energy. Our Verticals see an enormous opportunity for growth and influence in
us partner with industry leaders in their respective the market. With a solid foundation and key focus on
fields, to bring our millions of customers everyday innovation, we are well placed to welcome many more
essential services at incredible value. We then built smart shoppers in an ever growing market.
on the value we were bringing to millions of customers
with the introduction of Kogan Marketplace and the
Kogan FIRST loyalty program.

4
 kogan.com Annual Report 2023

BUILDING THE KOGAN.COM listings. This allows Marketplace Sellers to positively

influence their sales results, and provides for an
PLATFORM
improved shopping experience for our customers
At Kogan.com, we are in a constant state of evolution, by helping them find what they are looking for, faster.
adapting our business to meet the needs of our millions We’ve only recently launched at the end of FY23,
of customers and to maintain our competitive advantage. and with positive early signs, we’re excited
Our growing portfolio of Platform‑Based Sales brings about its prospects during FY24 and beyond.
diversification of Revenue streams, bolstering our
resilience as a Company. We are constantly on the Another pillar for Platform‑Based Sales is our Verticals.
lookout for fresh ways to delight our customers. Kogan Mobile Australia returned to sustained growth
during the year, growing Revenue year‑on‑year by
In the 12 months to 30 June 2023, we have had millions 3.1%, having recently been impacted heavily during
of customers transact with our retail platforms, across the height of the COVID‑19 pandemic. Kogan Mobile
Kogan.com, Dick Smith, Mighty Ape, Matt Blatt, and Australia delivers some of the best value prepaid plans
Brosa. Through continued improvements to our in the market, and is our largest Vertical. Adding to the
technology, we have achieved efficiency gains in our positive news, Kogan Mobile New Zealand continued
marketing efforts, increasing the proportion of owned its strong uptake in New Zealand and Kogan Money
& earned traffic and lowered the spend per Group and Kogan Energy also achieved double digit growth
Active Customer. We expect to build on these year‑on‑year.
improvements as we grow our Kogan FIRST
loyalty program.
PRODUCT OFFERING
AND PERFORMANCE
Our Kogan FIRST loyalty program had over 401,000
Subscribers at 30 June 2023, with an acceleration in In FY23, our focus for the two Product Divisions,
Subscribers towards the end of the financial year as Exclusive Brands and Third‑Party Brands, was to
we introduced more compelling customer benefits. recalibrate operations to the prevailing marketing
These new benefits and features to the program conditions. We commenced the year with
included the introduction of double Qantas points $159.9 million in inventory and subsequent elevated
and prize giveaways, including our first major prize operating costs across warehousing and marketing.
giveaway of a new car. To date our loyal Subscribers
have received tens of millions of dollars in member Our efforts throughout the year to rebase the Business
benefits, and Kogan.com has been able to build a and rectify our inventory levels were successful. We
direct relationship with these customers, which has ended the financial year with $68.2 million of inventory,
and will continue to deliver, long‑term benefits such a reduction of $91.7 million during the year. This involved
as marketing efficiencies. the rationalisation of all of our in‑inventory categories
and SKUs. For example, we reduced our unique SKUs
The Kogan Marketplace is pivotal to the growth in Exclusive Brands by 38%, allowing us to only invest
of our Platform‑Based Sales. It has thousands of in the most sought‑after products moving forward.
Marketplace Sellers, with tens of millions of listings
on our platform. It provides support to many small The impact to warehousing and marketing costs
businesses across Australia and New Zealand, by giving began to materialise almost immediately, with our
them access to our millions of customers. It also second half results demonstrating a reduction in
provides Kogan.com with the ability to conserve capital Group Variable Costs to 8.8% of Gross Sales from
investment in inventory and to reduce inventory risk. 9.5% of Gross Sales in 2HFY22. We anticipate further
As we continue to deliver improvements for Customers efficiencies to be achieved in FY24 as we reap the
and Sellers alike, we expect to see the Marketplace benefit of the reduction in inventory levels in our
to return to growth in the near future. warehousing arrangements. Further, we achieved
a significant recovery in the Gross Margin of both
A key pillar for the expected return to growth in Product Divisions following the completion of
Kogan Marketplace is the launch of the Advertising clearance sales towards the end of 1HFY23,
Platform. This platform allows for our Marketplace with further recovery expected in FY24.
Sellers to bid to increase the visibility of their product

5
kogan.com Annual Report 2023

Founder & CEO’s Report continued

The unwinding of excess inventory contributed to We believe we’re still in the early stages of our
strong positive operating cash flows, of $70.9 million evolution to a largely Platform‑Based Sales business,
in FY23. Our net cash position (total cash less loans & with much more to achieve and deliver for our
borrowings) increased by $34.2 million to $65.4 million customers. We look forward to delighting our millions
at 30 June 2023. The growth in our cash balance of customers and winning many more in FY24 and
included the repayment of all bank debt, completion beyond, by making the most in demand products and
of the Mighty Ape Tranche 3 acquisition payment and services more accessible and affordable.
over $10 million of purchases for the share buy‑back
announced during FY23.

Despite facing tough market conditions in

Ruslan Kogan
New Zealand, our Mighty Ape business achieved a
Founder & CEO
strong performance for the year. We were honoured
to receive several customer awards, and the growth
of Jungle Express has continued to captivate and
delight our Kiwi customers.

Throughout FY23, the Mighty Ape and Kogan.com

teams collaborated closely to further harness the
synergies within the Group. These efforts resulted
in enhanced Gross Margin for Mighty Ape and cost
savings across various service contracts within
the Group.

FY24 & BEYOND

We expect the number of Kogan FIRST

Subscribers to accelerate following newly
introduced features and benefits to the
program. We anticipate continued growth
in our Verticals and have already launched
Mighty Mobile, our newest Vertical, in
New Zealand at the start of FY24. We expect
a return to growth in Kogan Marketplace
and we are excited about the potential of
our recently introduced Advertising Platform.
Finally, we expect continued improvement
in our Product Divisions’ profitability.

As we now turn our attention to FY24, we can’t wait to

get started. Having made significant strides to improve
profitability and reduce operating costs, we look
forward to returning the Business to positive operating
leverage. We anticipate that our Platform‑Based Sales
will continue to drive strong results, across Kogan FIRST,
Kogan Marketplace and our Verticals. In fact, we have
already started, with the launch of Mighty Mobile,
New Zealand’s first unlimited data prepaid mobile
offering. We will also continue focussing on our
Product Divisions, with expectations of strong
contributions particularly from our Exclusive
Brands and the Mighty Ape business.

6
 kogan.com Annual Report 2023

Operating & Financial Review

ORGANISATIONAL OVERVIEW & BUSINESS MODEL

OUR BUSINESS MODEL

Kogan.com is a leading Australian consumer brand renowned for price leadership through digital efficiency.
It is a portfolio of retail and services businesses that includes Kogan Retail, Mighty Ape, Kogan Marketplace
and Kogan Verticals. The Company is focused on making in-demand products and services more affordable
and accessible.

We have established a dynamic business model that allows us to be nimble, bold and innovative. Over the
years we have added much loved brands such as Dick Smith, Matt Blatt, Mighty Ape and Brosa to the Kogan
Group. We harness our platform to seize opportunities like the Kogan Marketplace and partner with industry
leading companies to offer our Kogan Verticals, driving growth and bringing best-in-market offers to our
millions of customers.

Our objective is to continue growing our portfolio of business, while also delivering exceptional value and
service to our customers.

WHO WE ARE
Kogan.com is an Australian eCommerce company, focused on making
the most in-demand products and services more affordable and accessible.
We have built a vertically integrated eCommerce business across Australia
and New Zealand, with millions of products on our platform as well as
offering everyday essential services in partnership with industry leaders
such as TPG, QBE and NAB.
As at 30 June 2023, we had 2,945,000 Group Active Customers3 . Within this
group, we had over 401,000 Kogan FIRST Subscribers4, who received exclusive
deals, discounts, draw entries for prize giveaways and reward points every
time they shop with us.

Kogan Retail & Kogan Marketplace

Kogan.com’s technology and sourcing driven business model is more than
just a disruptive, low cost distribution platform. In combining data analytics,
systems and culture with the deep technological expertise of its management
and team, Kogan.com has created a vertically integrated business model
with a market leading Exclusive Brands capability. This is complemented
by a compelling range of in‑demand Third-Party Brands, supporting website
traffic and cash generation.
Kogan Marketplace partners with thousands of select sellers and distributors,
giving them access to our Kogan Community, in addition to our marketing
and online distribution capability. Our curated marketplace works with sellers
and distributors who generate incremental sales with exposure on the
Kogan.com platform and marketing initiatives to the Kogan Community.

3. Group Active Customers refers to unique customers who have purchased in the last twelve months from reference date on either the Kogan.com
or Mighty Ape platforms, rounded down to the nearest thousand.
4. Kogan FIRST Subscribers excludes Kogan FIRST customers who are in a trial period, and includes only non-trial members.
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kogan.com Annual Report 2023

Operating & Financial Review continued

Kogan FIRST
Kogan FIRST loyalty program was launched in the last quarter of FY19, and
grew to over 401,000 subscribers at 30 June 2023, representing 7.8%
growth year-on-year.
Kogan FIRST Subscribers are offered exclusive deals on top of everyday
discounts on the platform, Kogan FIRST Reward Credits, free shipping,
double Qantas Rewards points, entries to win major prizes and priority
Customer Care.

Kogan Mobile Australia

Kogan Mobile Australia launched in October 2015 offering pre‑paid mobile
phone plans online. We partner with part of TPG to deliver this amazing
vertical. The strong commercial relationship with TPG has translated into
a return to growth in Revenue for Kogan Mobile Australia in FY23. The unique
model means that TPG is responsible for operations, while Kogan is
responsible for branding, marketing and customer acquisition.

Kogan Travel
Kogan Travel originally launched in May 2015 and was temporarily paused
during the COVID‑19 pandemic. It was relaunched during FY23, partnering
with Luxury Escapes to offer market leading travel package deals.

Kogan Insurance
Kogan Insurance launched in August 2017 to offer general insurance,
covering home, contents, landlord, car and travel insurance, with a focus
on value for money. Following a new agreement during FY22, QBE now
underwrites our general insurance policies, with Kogan.com earning
commission on the sale of all insurance policies. Similarly to our other
Verticals, Kogan.com provides branding, marketing and customer
acquisition for all insurance offerings.

Kogan Internet
Under an expanded partnership with part of TPG that was announced
in June 2017, Kogan Internet launched in April 2018, providing fixed line
NBN plans.

Kogan Money Super

In partnership with Mercer Australia, Kogan.com offers a no frills, ultra
low fee Australian superannuation fund, Kogan Super. Kogan Super
leverages Kogan.com’s digital efficiency as one of Australia’s lowest
fee superannuation options.

8
 kogan.com Annual Report 2023

Kogan Mobile New Zealand

Kogan Mobile New Zealand launched in 1HFY20 in partnership
with One NZ, offering telecommunications services in New Zealand.
One NZ is New Zealand’s largest mobile network operator.

Kogan Energy
Kogan Energy offers competitive power and gas deals and was
launched in September 2019 in partnership with part of Shell Energy
Operations Pty Ltd.

Kogan Money Credit Cards

Kogan Credit Cards, in partnership with NAB, is a credit card with
uncapped Kogan reward points, no annual fee, complimentary
Kogan FIRST membership, and competitive rates and fees. It was
launched in October 2019.

Dick Smith
In 2016, Kogan.com acquired Dick Smith, one of Australia’s premier
consumer electronics brands and a pioneer of the consumer electronics
industry in Australia.

Matt Blatt
In May 2020, Kogan.com acquired Matt Blatt, one of Australia’s premier
furniture and homewares brands and a pioneer of the online furniture
industry in Australia.

Mighty Ape
In December 2020, Kogan.com acquired Mighty Ape, one of
New Zealand’s largest online retailers with a focus on gaming,
toys and other entertainment categories.

Brosa
In December 2022, Kogan.com acquired Brosa, one of Australia’s largest
online luxury furniture retailers, out of administration. The deal involved
the purchase of Brosa’s intellectual property and inventory, and excluded
all leases and liabilities.

9
kogan.com Annual Report 2023

Operating & Financial Review continued

HOW WE DELIVER VALUE TO OUR CUSTOMERS:

Compelling offering:
We aim to bring market leading prices to our customers on in‑demand products and services across our
portfolio of businesses.

We achieve this by leveraging our 17+ years’ experience in Exclusive Brands and Third‑Party Brands offering.
We also use the strength of the Kogan platform to partner with thousands of Marketplace sellers and industry
leaders across our many Kogan Verticals.

We are able to pass on savings to customers by streamlining and minimising overheads in our supply chains
and marketing.

Customer‑centric approach and industry leading IT platform:

The Kogan.com platform is renowned for price leadership through digital efficiency. We believe ‘There is always
a better way’ and our vision is to harness the power of technology and personalisation to change the way our
customers shop online.

Understanding and servicing our customers’ needs is central to what we do. We employ the power of technology
and personalisation to offer a seamless shopping experience. Our data analytics capability ensures we know what
our customers want and when they want it. Our investment in automation has driven faster fulfilment of products
and services and happier customers.

Along with data analytics, we are investing heavily in AI to optimise our marketing campaigns and merchandising,
making our offers more relevant than ever. Our projects today include improved search results for our customers
and we’re shortly rolling out immediate customer service resolutions, any time of day. We will also be producing
summarised product reviews to save our customers time.

As the technology improves, we anticipate leveraging generative AI to dynamically create in‑situ product placement
images. This will enable customers to personalise the product images to their environment, and provide savings on
expensive product staging and photography costs.

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 kogan.com Annual Report 2023

An evolution of our business model

Since launching in 2006, Kogan.com has sourced the latest and greatest products for millions of customers at the
best possible prices. This has required investment in developing and nurturing relationships with manufacturers and
wholesalers, creating an expansive logistics network across Australia and New Zealand and ensuring our Customer
Care team continue to delight our customers after they’ve received their products.

As the business grew and developed, Kogan.com evolved, introducing the first of our current Verticals in 2016, being
Kogan Mobile Australia. Since then many more Verticals have been launched with industry leading partners. These
Verticals provide everyday essential services at incredible value. We use our digital marketing expertise and our
platform to generate subscription‑based revenue with lower operating costs.

In 2019 Kogan.com extended its platform to thousands of Marketplace Sellers, allowing these Australian and
New Zealand businesses to reach millions of Kogan Group customers and grow their business rapidly. In turn, the
Kogan Marketplace enabled Kogan.com to offer millions of products online with no investment in inventory, sourcing,
logistics and reduced post‑delivery activity.

In 2019 we also introduced the Kogan FIRST loyalty program to reward our most loyal customers.

All of this has contributed to our transition from a 100% inventory‑based and capital intensive online retail business
in 2015, to a more sustainable and higher performing services and platform business with growing margins today.

The evolution of our business model reached a milestone this financial year. In FY23, the majority of Kogan.com
(excluding Mighty Ape) Gross Sales and Gross Profit was generated from subscription, platform and software based
sales. These sales deliver a higher quality, recurring, lower risk and higher margin Revenue than our traditional
inventory‑based Product Divisions.

Figure 1.1 Kogan.com Platform‑Based Gross Figure 1.2 Kogan.com Platform‑Based Gross
Sales5 contribution6 Profit5 contribution6
60 75
57.3% 71.2%
50
48.1%

40 50
38.0%
36.3% 45.7%
30

26.7%
20 25 28.9% 27.5%
23.6%
17.0%
10
9.5%
3.6% 4.8%
0 0
FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY17 FY18 FY19 FY20 FY21 FY22 FY23

5. Refers to Gross Sales/Profit generated by Kogan Marketplace, Kogan First, Kogan Verticals and Advertising & Other Income.
It excludes sales by Exclusive Brands, Third-Party Brands and Mighty Ape.
6. Chart reflects Kogan.com only (excluding Mighty Ape).

11
kogan.com Annual Report 2023

Operating & Financial Review continued

THE KOGAN.COM PLATFORM

As at 30 June 2023, the Kogan Group had 2,945,000 Group Active Customers across Australia and New Zealand.
Kogan.com had 2,190,000 Active Customers and Mighty Ape had 755,000 Active Customers, respectively.
Focusing on Kogan.com, growth since pre COVID‑19 was a CAGR2 of 8.0%, demonstrating the long‑term
growth achieved.

An integral component of building a strong platform is a community of loyal customers. In FY23 Kogan.com achieved
strong growth in the proportion of repeat customers, increasing to 72%. It’s this group of loyal and engaged
customers who are setting the foundation for future growth.

Figure 2.1 Kogan.com Active Customers7 Figure 2.2 Kogan.com proportion of Repeat Customers7
75
8.0% CAGR2 (pre-COVID-19)
72%
Kogan.com Active Customers (000's)

3,314 68%
3,207 3,189
3,003

2,550 61%

2,183 2,190

1,699
1,609 51%
50%

40
Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 FY19 FY20 FY21 FY22 FY23

In FY23 we successfully reduced our marketing spend per Group Active Customer. This was a result of multiple
efficiency measures implemented by our Marketing team. In addition to this accomplishment, further improvements
are expected in FY24. This is because the majority of marketing efforts in the first half of FY23 were directed towards
the right‑sizing of our inventory levels, which impacted our efficiency on marketing during that period.

Our owned & earned traffic sources have increased to 71% during the year, compared to 65% in FY22. This makes it
clear that our underlying marketing efficiencies are working, compounded by the benefits associated with growing
our proportion of repeat customers and Kogan FIRST Subscribers.

Figure 2.3 Kogan.com traffic – owned & earned vs paid7 Figure 2.4 Group Marketing ROI8,9
Paid Owned & Earned
29% 71%
$46 $46

$18
$16

Gross Profit per Marketing Spend per

Group Active Customer Group Active Customer
FY22 FY23

7. Chart reflects Kogan.com only (excluding Mighty Ape).

8. 12‑month Gross Profit divided by Group Active Customers.
9. 12‑month marketing spend divided by Group Active Customers.

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 kogan.com Annual Report 2023

PERFORMANCE REVIEW & OUTLOOK

RESULTS SUMMARY
This year has consisted of two distinct halves for Kogan.com. It has been well documented that the Business
embarked on a period of consolidation in the first half of FY23. This required us to achieve a sustainable level of
inventory along with more efficient operating costs, and build a strong Balance Sheet. Having achieved a significant
right‑sizing of inventory (see Figure 3.1), we achieved a stronger second half as can be seen in Table 1.1.

Our Gross Margin rapidly recovered with further improvement expected in FY24. Operating costs reduced and
Adjusted EBITDA grew by 622.4% in 2HFY23 YoY. Additionally, we grew the cash balance and cleared all bank debt
from the Business. As such, we have successfully rebased the Business to become less risky and a more efficient
operation, all while delivering exceptional value to our customers.

In rebasing the Business, we have delivered on our goal of increasing the quality of our earnings via a shift towards
Platform‑Based Sales (refer to Figure 1.1 and 1.2). This is expected to deliver increasing profitability in the Business in
future years, as Platform‑Based Sales deliver higher recurring Revenue, higher Gross Margin and lower inventory risk,
while also enabling lower operating costs.

Figure 3.1 Kogan.com inventory reduction

68.5% Reduction

103.7
Inventory in-warehouse ($m)

91.6
84.2
78.6
69.9

56.4
49.0
44.5
40.0 38.5
35.6
32.7

Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23

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kogan.com Annual Report 2023

Operating & Financial Review continued

Table 1.1 2HFY23 Kogan Group Results

$m 2HFY22 2HFY23 YoY Var (%)

Gross Sales10 482.0 373.7 (22.5%)
Revenue 11
299.0 213.9 (28.4%)
Cost of Sales (222.6) (140.3) (37.0%)
Gross Profit 76.3 73.6 (3.6%)
Gross Margin 25.5% 34.4% 8.9pp/34.8%
Other income (0.0) 0.0 (100.0%)
Variable costs (13.7) (7.7) (43.8%)
Marketing costs (30.8) (24.2) (21.2%)
Contribution profit 31.9 41.7 30.7%
Contribution margin 10.7% 19.5% 8.8pp/82.6%
People costs (39.9) (28.0) (29.9%)
Other costs (10.1) (11.7) 16.8%
Total operating costs (94.3) (71.6) (24.1%)
Unrealised gains/(losses) (1.8) 0.2 (110.2%)
EBITDA (19.8) 2.2 111.1%
EBITDA margin (6.6%) 1.0% 7.7pp/115.4%
Unrealised gains/(losses) (1.8) 0.6
Realised (loss) on Wonderfi shares 0.0 (0.4)
Equity‑based compensation (13.0) (17.1)
Bitbuy.com domain sale (0.0) 0.0
Mighty Ape Tranches 3 & 4 (6.6) 7.9
Adjusted EBITDA12 1.6 11.2 622.4%
Depreciation & amortisation (9.9) (8.2) (17.0%)
EBIT (29.8) (6.0) 79.7%
Adjusted EBIT12 (8.4) 3.0 135.4%
Interest (0.7) (0.1) (89.3%)
Net Profit Before Tax (30.4) (6.1) 79.9%
Income tax benefit 6.8 4.1
NPAT (23.6) (2.0) 91.4%
Adjusted NPAT12 (7.7) 1.9 125.0%
EPS (0.22) (0.02) 91.5%
Adjusted EPS12 (0.07) 0.02 124.7%

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

10. Non‑IFRS measure.

11. The differential between Revenue and Gross Sales is reflective of Kogan Marketplace and Kogan Verticals recognising only commission‑based
Revenue while the gross transaction values are recognised within Gross Sales.
12. Adjusted EBITDA, Adjusted EBIT, Adjusted NPAT and Adjusted EPS are measures of the underlying performance of the Business, they remove
non‑cash items including the unrealised FX gain/ (loss), equity‑based compensation and one‑off non‑recurring items. Refer to page 26 of
this Annual Report for a detailed reconciliation of adjusting items.

14
 kogan.com Annual Report 2023

For the full financial year, the Group recorded Gross Sales of $844.8 million and Revenue of $489.5 million. The decline
in both Gross Sales and Revenue reflected a rebasing of inventory levels, as well as the impact from challenging
trading conditions caused by increasing cost‑of‑living pressures and interest rate rises.

Kogan.com’s Exclusive Brands and Third‑Party Brands Revenue declined 41.3% and 53.5% while being the focus of
significant right‑sizing of inventory. This right‑sizing was successfully achieved at the end of 1HFY23 (see figure 3.1),
and materially impacted profitability in that half. However we have seen a swift recovery of Gross Margin in these
Divisions in 2HFY23 and expect that to continue in FY24.

The Kogan Marketplace Gross Sales declined year‑on‑year by 28.5%, impacted by challenging top‑line trading
conditions. However seller‑fees reduced by a lesser percentage (22.2%) following improvements in seller management
and experience. Towards the end of the year our new Advertising Platform went live. The platform allows Marketplace
Sellers to sponsor their listings to enhance customer search results and gain further reach within the Kogan.com website.

While we did record top‑line reduction across Product Divisions, Marketplace and Mighty Ape, we did achieve
growth in Kogan FIRST and a number of Verticals.

The Kogan FIRST loyalty program grew to over 401,000 Subscribers as at 30 June 2023, with Revenue increasing
to $26.3 million, an increase of 69.6% year‑on‑year. The growth in proportion of owned & earned website traffic
(figure 2.3) confirms the importance of the Kogan FIRST program to the Business. As we grow our Kogan FIRST
Subscribers, there will be a reduction in the need for marketing investment, which frees up capital for alternative
investments. The unit economics of Kogan FIRST involve taking what we otherwise would have spent on paid
marketing to attract and retain customers, and share most of that saving with the consumer in the form of
better prices, and greater loyalty rewards.

Kogan Verticals achieved growth in FY23, and was highlighted with the sustained return to growth of Kogan Mobile
Australia, the largest Verticals. Kogan Mobile Australia Revenue grew 3.1% year‑on‑year, Kogan Mobile New Zealand
continued strong growth of 71.5%, while Kogan Money and Kogan Energy grew by 22.0% and 46.9%, respectively.

Gross Profit of $136.6 million declined 26.0% year‑on‑year, largely impacted by top‑line performance and significantly
reduced Gross Margin during the period of inventory right‑sizing in 1HFY23. Despite this, Gross Margin did improve
2.2pp year‑on‑year. The increase was a result of the rapid recovery of Gross Margin in the second half of the year
and the proportional increase in Platform‑Based Sales which drove a Gross Margin of 34.4% in 2HFY23, up 8.9pp
year‑on‑year.

Following the rebasing of the Business, Variable Costs reduced by 40.7% year‑on‑year. While the reduction in selling
costs reflects soft trading conditions versus the prior year, the reduction in warehousing costs is due to the significant
adjustment made to the inventory level in the Business. Importantly, the efficiency of Variable Costs has improved
year‑on‑year. Variable costs reduced to 8.0% of Gross Sales in FY23 from 8.8% in FY22. These efficiencies are
expected to improve in FY24, as we roll off more expensive warehousing arrangements to align our warehousing
with the current inventory level.

Statutory NPAT was significantly impacted by suppressed margins during 1HFY23 in order to right‑size inventory
levels, and also included a large non‑cash equity‑based compensation accrual driven by the legacy options award.
This non‑cash element has been discussed at length in prior years.

Adjusted EBITDA, Adjusted EBIT and Adjusted NPAT were all also significantly impacted by the right‑sizing of inventory
and challenging trading conditions, however did recover in 2HFY23.

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kogan.com Annual Report 2023

Operating & Financial Review continued

Table 1.2 FY23 Kogan Group Results

$m FY22 FY23 YoY Var (%)

Gross Sales10 1,180.0 844.8 (28.4%)
Revenue 11
718.5 489.5 (31.9%)
Cost of Sales (534.1) (352.9) (33.9%)
Gross Profit 184.4 136.6 (26.0%)
Gross Margin 25.7% 27.9% 2.2pp/8.7%
Other income 5.1 0.0 (100.0%)
Variable costs (32.5) (19.3) (40.7%)
Marketing costs (71.2) (48.5) (32.0%)
Contribution profit 85.8 68.8 (19.8%)
Contribution margin 11.9% 14.1% 2.1pp/17.7%
People costs (85.5) (67.1) (21.6%)
Other costs (19.9) (22.6) 13.6%
Total operating costs (204.0) (157.5) (22.8%)
Unrealised gains/(losses) (2.2) 0.1 (104.4%)
EBITDA (21.8) (20.8) 4.5%
EBITDA margin (3.0%) (4.2%) 1.2pp/40.1%
Unrealised gains/(losses) (2.2) 2.0
Realised (loss) on Wonderfi shares 0.0 (2.1)
Equity‑based compensation (26.6) (31.3)
Bitbuy.com domain sale 5.1 (0.1)
Mighty Ape Tranches 3 & 4 (17.0) 3.9
Adjusted EBITDA12 18.9 6.8 (64.0%)
Depreciation & amortisation (19.2) (16.6) (13.6%)
EBIT (41.0) (37.4) 8.8%
Adjusted EBIT 12
(0.3) (9.8) (>1,000%)
Interest (1.7) (0.7) (60.6%)
Net Profit Before Tax (42.7) (38.1) 10.9%
Income tax benefit 7.3 12.2
NPAT (35.5) (25.9) 27.1%
Adjusted NPAT12 (2.9) (7.7) (168.9%)
EPS (0.33) (0.24) 27.2%
Adjusted EPS12 (0.03) (0.07) (168.4%)

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

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 kogan.com Annual Report 2023

MIGHTY APE
This year marked the exit of Founder, Simon Barton, from the Mighty Ape business. Gracie MacKinlay completed
her first full financial year as CEO, and she was joined in May of this year by Daniel Balasoglou, as the new CFO
of Mighty Ape. The transition has gone smoothly with no interruptions to operations.

Mighty Ape Gross Sales and Revenue both declined year‑on‑year, by 5.9% and 5.3%, respectively. The decline can
be attributed to continuing cost‑of‑living pressures and high interest rates in New Zealand, which led to a reduction
in the eCommerce market in New Zealand.

Despite this, Mighty Ape achieved relatively consistent and resilient Gross Profit year‑on‑year. This was driven by
an increase in Gross Margin, achieved through increased sales of Kogan.com Exclusive Brands products, and better
delivery economics from the growing Jungle Express delivery service.

Adjusted EBITDA reduced by 26.7% year‑on‑year as we continue to invest in setting up the business for future growth.
This includes investment in IT infrastructure, logistics network and the Mighty Ape team. These investments are
expected to produce long‑term benefits for our customers and the Group.

Table 2.1 Mighty Ape financial highlights

A$m FY22 FY23 YoY Mvmt %

Gross Sales 164.2 154.4 (5.9%)
Revenue 163.4 154.8 (5.3%)
Gross Profit 39.1 39.0 (0.1%)
Gross Margin 23.9% 25.2% 1.3pp/5.4%
EBITDA 12.3 8.7 (29.4%)
EBITDA Margin 7.5% 5.6% (1.9pp)/(25.5%)
Adjusted EBITDA 12.3 9.0 (26.7%)
Adjusted NPAT 7.3 5.0 (32.1%)

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

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kogan.com Annual Report 2023

Operating & Financial Review continued

PORTFOLIO BUSINESS MIX

The recovery of Gross Profit and Gross Margin in our Product Divisions in 2HFY23 has been a highlight during the
year (see Figure 3.1). Following the right‑sizing of inventory within Exclusive Brands and Third‑Party Brands, the deep
discounting ceased, allowing for Gross Margins and therefore Gross Profit to recover. While significant recovery has
occurred in the second half, we expect further improvements to come in FY24.

Mighty Ape, Marketplace, Kogan FIRST and Kogan Mobile have all continued to contribute materially to the Gross
Profit of the Group.

Figure 4.1 Kogan Group Gross Profit Product & Business Mix

1HFY23 Gross Profit Contribution 2HFY23 Gross Profit Contribution

Mighty Ape 34.3% Mighty Ape 23.6%

Marketplace 20.3% Exclusive Brands 23.1%

Kogan First 17.2% Kogan First 21.0%

Exclusive Brands 15.6% Marketplace 15.1%

Exclusive Brands and
Kogan Mobile 8.9% Third-PartyBrands Kogan Mobile 8.1%
Gross Profit contribution
has grown HoH following Third-Party
Kogan Money 2.1% the removal of excess Brands 3.7%
inventory sicne 1HFY23
Other Business 3.8% Kogan Money 2.9%

Third-Party Brands -2.2% Other Business 2.5%

Mighty Ape Kogan FIRST Kogan Mobile Kogan Money Executive Brands Marketplace Third-Party Brands Other Business13

KOGAN.COM COST OF DOING BUSINESS

Our initiatives to increase operational efficiency were reflected in our FY23 results. As we drove down inventory
in the Business to the desired level, it produced cost savings, most notably in warehousing and marketing. This has
driven the reduction in Variable Costs to 8.8% of Gross Sales in 2HFY23 from 9.5% of Gross Sales in 2HFY22.
Further, IT costs reduction initiatives and restructuring of our off‑shore customer care teams has provided further
on‑going savings through our fixed costs. We have re‑tendered or renegotiated most of our major contracts,
with further savings expected to materialise through FY24.

Figure 5.1 Kogan.com Variable Costs 2HFY2314 Figure 5.2 Kogan.com Fixed Costs15
0.8pp Reduction $2.3m Cost Reduction YoY

9.5% 23.0
Percentage of Gross Sales (%)

8.8% 20.7
Fixed Costs ($m)

2HFY22 2HFY23 2HFY22 2HFY23

Variable Costs Fixed Costs

13. Other Business includes Kogan Travel, Kogan Insurance, Kogan Internet and Kogan Energy.
14. Refers to Variable Costs and Marketing Costs for Kogan.com only (excluding Mighty Ape). Variable Costs consist of warehousing and
selling costs.
15. Refers to People costs and Other costs for Kogan.com only (excluding Mighty Ape). People costs excludes non‑cash equity‑based
compensation and the provision for Mighty Ape Tranche payments. Other costs includes IT, accounting, legal and compliance costs.

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 kogan.com Annual Report 2023

STATEMENT OF FINANCIAL POSITION

Table 3.1 Summary of Kogan Group Net Assets at 30 June 2022 and 30 June 2023

$m 30‑Jun‑22 30‑Jun‑23
Current assets 235.5 142.9
Non‑current assets 124.8 131.2
Total assets 360.3 274.1
Current liabilities (137.6) (97.7)
Non‑current liabilities (50.1) (8.7)
Total liabilities (187.7) (106.4)
Net assets 172.6 167.7

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

The Group ended FY23 in a strong capital position, with cash of $65.4 million and no bank debt. This is compared
to a net cash balance (after loans & borrowings) of $31.2 million as at 30 June 2022. The growth in cash was achieved
while paying down all bank debt, making the Tranche 3 payment for the Mighty Ape acquisition of $14.2 million and
completing in excess of $10.0 million of share buy‑backs (on‑going).

The business reduced inventory levels by $91.7 million, to end the year with $68.2 million in total inventory. This balance
comprised of:
• $60.6 million in‑warehouse; and
• $7.6 million in‑transit.
The Group completed the year with inventory aligned to current levels of market demand.

The acquisition of Mighty Ape in December 2020 resulted in the recognition of Goodwill, as well as significant
Right‑of‑Use Assets, Lease Liabilities and intangibles which continue to be reflected in the Group’s Net Assets.
An assessment of impairment to Goodwill was performed as at 30 June 2023 with no adjustment required. As at the
end of the financial year, a total of $11.0 million was provided for the final acquisition payment of Mighty Ape (Tranche 4).

CASH FLOWS
Table 4.1 Summary of Kogan Group Statutory Cash Flow from Operating Activities.

$m FY22 FY23
Receipts from customers 745.0 509.9
Payments to suppliers and employees (678.5) (432.3)
Interest received 0.0 0.9
Finance costs paid (1.7) (2.0)
Income tax paid (3.0) (5.6)
Net cash provided by Operating Activities 61.8 70.9

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

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kogan.com Annual Report 2023

Operating & Financial Review continued

Cash inflows from Operating Activities improved year‑on‑year to $70.9 million in FY23. This underpinned the
increase in net cash balance (after loans & borrowings) by $34.2 million, to a total of $65.4 million as at 30 June 2023.
Significant cash outflows for the year included $14.2 million for the Mighty Ape Tranche 3 acquisition payment,
$36.0 million of loans & borrowings repayments, $10.8 million of share buy‑backs (ongoing) and $1.5 million for the
acquisition of Brosa.

OUTLOOK
Having steadied the Business and ended the year with a strong capital position, our team is excited and optimistic
for what we can achieve in FY24.

In FY24, we expect:
• Accelerated growth in Kogan FIRST Subscribers;
• Continued growth in our Verticals;
• Growth in Kogan Marketplace;
• Growth in the recently introduced Advertising Platform;
• Launch of a new Vertical in New Zealand; and
• Continued improvement in our Product Divisions’ profitability.

NON‑IFRS MEASURES
Throughout this report, Kogan.com has included certain non‑IFRS financial information, including Gross Sales,
EBITDA, Adjusted EBITDA, EBIT, Adjusted EBIT, Adjusted NPAT and Adjusted EPS. Kogan.com believes that these
non‑IFRS measures provide useful information to recipients for measuring the underlying operating performance
of Kogan.com’s business. Non‑IFRS measures have not been subject to audit.

The table below provides details of the Non‑IFRS measures used in this report.

Table 5.1 Non‑IFRS Measures

Gross Sales The gross transaction value, on a cash basis, of products and services sold, of Kogan Retail,
Mighty Ape, Kogan Marketplace and the Kogan Verticals.

EBITDA Earnings before interest, tax, depreciation and amortisation.

Adjusted EBITDA Earnings before interest, tax, depreciation, amortisation, unrealised gain/(loss), equity‑based
compensation and one‑off non‑recurring items. Refer to page 26 of this Annual Report
for a detailed reconciliation of adjusting items.

EBIT Earnings before interest and tax.

Adjusted EBIT Earnings before interest, tax, unrealised gain/(loss), equity‑based compensation and one‑off
non‑recurring items. Refer to page 26 of this Annual Report for a details reconciliation of
adjusting items.

Adjusted NPAT Net profit after tax and before unrealised gain/(loss), equity‑based compensation and
one‑off non‑recurring items. Refer to page 26 of this Annual Report for a detailed
reconciliation of adjusting items.

Adjusted EPS Earnings per share before unrealised gain/(loss), equity‑based compensation and one‑off
non‑recurring items. Refer to page 26 of this Annual Report for a detailed reconciliation
of adjusting items.

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 kogan.com Annual Report 2023

STRATEGY, RISK AND OPPORTUNITIES

STRATEGY
Online retail in Australia continues to grow at a strong and steady pace. According to IBIS World’s latest industry
report, online retail in Australia is set to grow to $98.6 billion in FY29 at a CAGR2 of 10.1%. Having resolved our
inventory issues and rebased the business, Kogan.com looks forward to returning to growth in the latter half
of FY24 and benefitting from the overall growth in the Online retail market in Australia.

Figure 6.1 Australian Online Retail Market size (Source: IBIS Worlda).
Industry Outloook FY24-FY29 ($ billion)

60.8 66.2 73.3 81.8 92.0 98.6

FY24 FY25 FY26 FY27 FY28 FY29

a. Source: IBISWorld X0004 Online Shopping in Australia Industry Report Apr 2023.

Kogan.com’s strategy involves a number of initiatives that target long‑term growth. These include the continued
growth in Kogan FIRST, our loyalty program, which is pivotal in building a strong loyal customer base who start their
online shopping experience at one of Kogan.com’s online platforms. Towards the end of FY23 we launched a number
of new benefits to the program, and have already seen a strong acceleration in new Subscribers as a result. Our initiatives
also include the continued onboarding of Kogan Marketplace Sellers to the platform to further grow the Division,
as well as grow the recently launched Advertising Platform. Additionally, we look forward to maintaining growth
in our Verticals and the launch of new Verticals in FY24, as well as returning Exclusive Brands to growth.

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kogan.com Annual Report 2023

Operating & Financial Review continued

KOGAN FIRST
Kogan FIRST Revenues grew by 69.6% year‑on‑year, achieving Revenues of $26.3 million in FY23 and ending the year
with over 401,000 Subscribers.

Kogan FIRST Subscribers receive millions of dollars worth of benefits in the form of Kogan reward credits, exclusive
member deals, every day discounts, free shipping, priority Customer Service and entries into our giveaway competitions.

Our program helps to build a loyal and growing customer base, with an associated benefit in the form of a growing
proportion of repeat customers. This, in turn, increases our marketing efficiency and return on investment.

Having recently introduced a number of new features, and expanded the program to New Zealand, we look forward
to strong growth of the program in FY24.

Figure 7.1 Kogan FIRST Subscribers16

82.7% CAGR2 Since FY21
7.8% YoY

401,594
372,684
Kogan FIRST Subscribers

120,352

FY21 FY22 FY23

16. Kogan FIRST Subscribers excludes Kogan FIRST customers who are in a trial period, and includes only non‑trial members.

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 kogan.com Annual Report 2023

KOGAN MARKETPLACE
Top‑line performance of the Kogan Marketplace declined from COVID‑period highs in the prior years.
However the platform has grown at a CAGR2 of 18.0% from FY20, demonstrating the strong long‑term growth.
We are continuing to onboard new Sellers, resulting in an ever expanding range of products for our customers.

Figure 8.1 Kogan Marketplace Gross Sales growth

18.0% CAGR2 Since FY20 (pre-COVID)

363.8

302.3
Gross Sales ($m)

260.1

158.3

FY20 FY21 FY22 FY23

It was with great excitement that Kogan Marketplace launched a new Advertising Platform at the end of FY23,
which allows the opportunity for our Marketplace Sellers to increase prominence on our platform and improve
customer search results. We anticipate this platform to scale quickly in FY24 following promising initial adoption
in the first weeks of FY24.

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kogan.com Annual Report 2023

Operating & Financial Review continued

EXCLUSIVE BRANDS STRATEGY

Our Exclusive Brands represent the majority of our in‑warehouse inventory. The Division is essential to our Business,
offering a highly efficient method for delivering unique products from manufacturers to customers. This leads to
exceptional value and unique offers that are not available anywhere else in the market, and therefore creates a unique
proposition for consumers to choose Kogan.com.

Following the right‑sizing of inventory, Gross Margins in the Division have rapidly recovered, and so we look forward
to Exclusive Brands contributing strongly to the Group’s results in FY24.

Figure 9.1 Kogan.com Exclusive Brands Gross Margin

12.6pp HoH

21.9%
363.8

302.3
Gross Profit ($m)

Gross Margin (%)

9.3%

10.0 17.0
1HFY23 2HFY23

Gross Profit Gross Margin

Our Exclusive Brands business benefits from:

• Full control of the end‑to‑end supply chain;
• Strong competitive advantage;
• Building trusted brands renowned for value;
• Compelling consumer offering; and
• 17+ years’ experience.

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 kogan.com Annual Report 2023

RISKS
Set out below are the key financial and operational risks facing the Business. Kogan.com manages and seeks
to mitigate these risks through internal review and control processes at the Board and management level.

Australian retail Many of Kogan.com’s products are discretionary goods and, as a result, sales levels are
environment and general sensitive to consumer sentiment. Kogan.com’s offering of products, and its financial and
economic conditions operational performance, may be affected by changes in consumers’ disposable incomes,
may worsen or their preferences as to the utilisation of their disposable incomes. Any reduction in
the disposable incomes of Kogan.com’s customers as a result of changes to factors such
as economic outlook, interest rates, unemployment levels and taxation may decrease
consumer confidence and consumer demand, which may subsequently result in lower
levels of revenue and profitability.

Competition may Kogan.com could be adversely affected by increased competition in the various
increase and change segments in which it operates. The Australian online retail market is highly competitive
and is subject to changing customer preferences.

Inventory In order to operate its business successfully, Kogan.com must maintain sufficient
management inventory and also avoid the accumulation of excess inventory.

Key supplier, Kogan.com has a large number of international suppliers and service providers, from
service provider which it sources a broad range of products and services. There is a risk that Kogan.com
and counterparty may be unable to continue to source products or services from existing suppliers or
factors service providers, and in the future, to source products from new suppliers or services
from new service providers, at favourable prices, on favourable terms, in a timely
manner or in sufficient volume.

Manufacturing and Kogan.com currently uses a wide range of third‑party suppliers to produce its Exclusive
product quality Brands products. While Kogan.com employs dedicated engineers to assess product
samples, and uses third‑party inspection agencies for quality control and inspections,
there is no guarantee that every supplier will meet Kogan.com’s cost, quality and
volume requirements.

Marketplace As the Kogan Marketplace continues to grow, Kogan.com must maintain the integrity of
operations the platform by ensuring the quality of sellers and products being offered. Additionally,
processes are in place to ensure fair competition on the website amongst all sellers.

Performance and Kogan.com’s websites, Apps, databases, IT and management systems, including its ERP
reliability of Kogan.com’s and security systems, are critically important to its success. The satisfactory performance,
websites, databases and reliability and availability of Kogan.com’s websites, Apps, databases, IT and management
operating systems systems are integral to the operation of the Business.

Reputational product The Kogan.com portfolio of Exclusive Brands names and related intellectual property are
sourcing factors key assets of the Business. In addition, Kogan.com sells a range of Third‑Party Branded
products, where the intellectual property is owned by third‑parties.

Exposure Kogan.com may be subject to litigation, claims, disputes and regulatory investigations,
to litigation including by customers, suppliers, government agencies, regulators or other third
parties. These disputes may be related to warranties, product descriptions, personal
injury, health, environmental, safety or operational concerns, nuisance, negligence
or failure to comply with applicable laws and regulations.

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kogan.com Annual Report 2023

Operating & Financial Review continued

Changes in GST and Changes in local indirect tax, such as the goods and services tax in Australia (“GST”),
other equivalent taxes and duty treatment of any of the markets in which Kogan.com operates, could have
an impact on the sales of imported brands.

Retention of key Kogan.com relies on the expertise, experience and strategic direction provided by its
team members Executive Directors and key team members. These individuals have extensive experience
in, and knowledge of, Kogan.com’s business and the Australian online retail market.
Additionally, successful operation of Kogan.com’s business depends on its ability
to attract and retain quality team members.

Reliance on third‑party Kogan.com is exposed to risks in relation to the methods of payment that it currently
payment providers accepts, including credit card, PayPal and vouchers. Kogan.com may incur loss from
fraud or erroneous transactions.

RECONCILIATION TO ADJUSTED EBITDA, ADJUSTED EBIT AND ADJUSTED NPAT

Table 6.1 Reconciliation to Adjusted EBIT, Adjusted EBITDA and Adjusted NPAT

Realised Equity-
loss on based Mighty Ape
Unrealised Wonderfi compensa‑ purchase Bitbuy.com
Unadjusted (gain)/loss shares tion – Tranche 4 domain sale Adjusted
Revenue 489.5 489.5
Cost of sales (352.9) (352.9)
Gross Profit 136.6 136.6
Gross margin 27.9% 27.9%
Variable costs (19.3) (19.3)
Marketing costs (48.5) (48.5)
People costs (67.1) 31.3 (3.9) (39.7)
Other costs (22.6) (1.9) 2.1 0.1 (22.3)
Total operating
costs (157.5) (129.7)
Unrealised
gain/(loss) 0.1 (0.1) 0.0
EBITDA (20.8) 6.8
EBITDA margin (4.2%) 1.4%
Depreciation
& amortisation (16.6) (16.6)
EBIT (37.4) (9.8)
Interest (0.7) (0.7)
Loss before tax (38.1) (10.4)
Income tax
benefit/(expense) 12.2 0.6 (0.6) (9.4) (0.0) 2.8
NPAT (25.9) (7.7)
EPS (0.24) (0.07)

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

26
 kogan.com Annual Report 2023

Adjusted EBITDA, Adjusted EBIT, Adjusted NPAT and Adjusted EPS: are measures of the underlying performance
of the Business, they remove non‑cash items including the unrealised FX gain/ (loss), equity‑based compensation
and one‑off non‑recurring items. In respect of FY23 the below items have been adjusted:
• Unrealised gain/(loss): unrealised loss at year end related to shares still held and open forward foreign
exchange contracts.
• Equity‑based compensation: significant equity‑based compensation expenses driven largely by the award
of options after the Company’s AGM in November 2020. These options were granted to Ruslan Kogan, CEO,
and David Shafer, CFO & COO, with a strike price of $5.29.
• Mighty Ape purchase – Tranche 4: refers to the provision for the payment of Mighty Ape Tranche 4 purchase
price instalment as part of the Sale Agreement, which was contingent on the Mighty Ape Founder & former CFO
remaining with the Business until the delivery of the financial year 2023 result. In line with accounting standards,
Tranches 4 payment will be considered as compensation for post‑combination services, and as such, treated as
employee remuneration for accounting purposes. The Group will proportionately account for these expenses
up until the respective payment dates.
– For Australian income tax purposes, amounts paid for the acquisition of Mighty Ape shares are considered
as capital in nature and are therefore non‑deductible, rather increasing the tax cost base of the shares.
No deferred tax asset is recognised due to it being probable that the temporary difference will not reverse
in the foreseeable future.
• Bitbuy.com domain sale: relates to an adjustment on the sale of the domain name bitbuy.com. For full details
of the transaction, refer to the ASX release ‘Domain sale re Bitbuy’ on 14 December 2021.

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kogan.com Annual Report 2023

Directors’ Report

The Directors of Kogan.com Limited and its controlled entities (“The Group”) present their report together with the
consolidated financial report of the Group for the financial year ended 30 June 2023 and the Audit Report thereon.

DIRECTORS
The following persons were Directors of the Group at any time during the financial year and up to the date of signing
this report.
Greg Ridder – Independent, Non‑Executive Chairman
Janine Allis – Independent, Non‑Executive Director
David Shafer – Chief Financial Officer, Chief Operating Officer and Executive Director
Harry Debney – Independent, Non‑Executive Director
James Spenceley – Independent, Non‑Executive Director
Ruslan Kogan – Founder, Chief Executive Officer and Executive Director
Particulars of each Director’s experience and qualifications are set out later in this report.

COMPANY SECRETARY
Kogan.com engages Acclime Australia Pty Ltd to provide company secretarial services, with Mark Licciardo
as Kogan.com’s Company Secretary.

PRINCIPAL ACTIVITIES
Kogan.com is a portfolio of retail and services businesses that included Kogan Retail, Kogan Marketplace, Kogan
Mobile, Kogan Internet, Kogan Insurance, Kogan Travel, Kogan Money, Kogan Cars, Kogan Energy, Dick Smith,
Matt Blatt, Brosa and Mighty Ape during the year ended 30 June 2023.
Kogan.com earns the majority of its Revenue and profit through the sale of goods and services to Australian and
New Zealand customers. Its offering comprises products released under Kogan.com’s Exclusive Brands, such as
Kogan, Ovela, Fortis, Vostok and Komodo (“Exclusive Brands Products”), and products sourced from imported and
domestic Third‑Party Brands such as Apple, Canon, Swann and Samsung (“Third‑Party Brands Products”).
In addition to product offerings, Kogan.com earned seller‑fee based Revenue from Kogan Marketplace and
commission‑based Revenue from the Verticals including Kogan Mobile, Kogan Internet, Kogan Insurance,
Kogan Money, Kogan Cars, Kogan Energy and Kogan Travel (“Kogan Verticals”).
In December 2022, Kogan.com acquired Brosa (excluding any leases or liabilities), one of Australia’s largest online
luxury furniture retailers, out of administration. The deal saw the popular furniture brand remain in operation and
relaunched stronger than ever with the backing of the Kogan Group.
The results of Kogan HK Limited, a Hong Kong registered entity, Kogan US Trading Inc, a US incorporated entity,
and Mighty Ape Limited, a New Zealand registered entity, have been compiled using International Financial Reporting
Standards (IFRS), as issued by the International Accounting Standards Board.
An operating and financial review of the Group during the financial year and the results of these operations are
contained on pages 7 to 27 of this report.
No significant change in the nature of other activities occurred during the year.

EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

There are no subsequent events post reporting date 30 June 2023.

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 kogan.com Annual Report 2023

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

Kogan.com has entered into a deed of indemnity, insurance and access with each Director confirming the Director’s
right of access to Board papers and requires Kogan.com to indemnify the Director, on a full indemnity basis and to the
full extent permitted by law against all losses or liabilities (including all reasonable legal costs) insured by the Director
as an officer of Kogan.com or of a related body corporate.
Under the deeds of indemnity, insurance and access, Kogan.com must maintain a Directors’ and Officers’ insurance
policy insuring a Director (among others) against liability as a Director and Officer of Kogan.com related to body
corporate (or the date any relevant proceedings commenced during the seven year period have been finally resolved).
Disclosure of the total amount of the premiums paid under this renewed insurance policy is not permitted under the
provisions of the insurance contract.

INDEMNIFICATION AND INSURANCE OF AUDITORS

No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person
who is or has been an auditor of the Group.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company
for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.

DIVIDENDS
With consideration to the on‑going share buy‑back, which is scheduled to complete on 10 May 2024, the Board
has decided not to declare a FY23 Dividend.

NON‑AUDIT SERVICES
During the year KPMG, the Group’s auditors, performed certain other services in addition to the audit and review
of the financial statements.
The Board of Directors has considered the non‑audit services provided during the year by the auditor and is satisfied
that the provision of those non‑audit services during the year is compatible with, and did not compromise the auditor’s
independence requirements of the Corporations Act 2001. The Directors are satisfied that the services disclosed
below did not compromise the external auditor’s independence for the following reasons:
• All non‑audit services were subject to the corporate governance procedures adopted by the Group and have
been reviewed by the Audit & Risk Management Committee to ensure they did not adversely affect the integrity
and objectivity of the auditor; and
• The non‑audit services provided do not undermine the general principles relating to auditor independence as
set out in APES 110: Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the
auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate
for the Group or jointly sharing risks and rewards.

29
kogan.com Annual Report 2023

Directors’ Report continued

The following fees were paid or payable to KPMG for non‑audit services provided during the year ended 30 June 2023:

$
Tax advisory and compliance 119,774

LEAD AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration for the financial year ended 30 June 2023 can be found on page 57
of the financial report and forms part of the Directors Report.

THE BOARD OF DIRECTORS AND COMPANY SECRETARY

Greg Ridder
(BBus (Acc), Grad Dip (Mktg), GAICD, CPA)
Independent, Non‑Executive Chairman
Mr Ridder was appointed to the Board of Kogan.com in May 2016 as Independent,
Non‑Executive Chairman. Mr Ridder also serves as Chairman of the Remuneration
and Nomination Committee.
Formerly Asia Pacific Regional President at NYSE listed Owens‑Illinois, he is experienced
in leading businesses in multiple countries, cultures, economic circumstances and market
conditions. Mr Ridder also serves as Non‑Executive Director at Spirit Technology Solutions
Limited and a number of not‑for‑profit entities.
Mr Ridder holds a Bachelor of Business in Accounting from RMIT, a Graduate Diploma
in Marketing from Monash University, and has completed the Advanced Management
Programme at INSEAD in France. He is a CPA and a graduate member of the Australian
Institute of Company Directors.

Directorship of listed entities within the past three years

• Director of Spirit Technology Solutions Ltd (appointed in November 2019)

Board Committee membership

• Member of the Audit and Risk Management Committee
• Chairman of the Remuneration and Nomination Committee

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 kogan.com Annual Report 2023

Janine Allis
Independent Non‑Executive Director
Ms Allis was appointed to the Board of Kogan.com in April 2021, as an Independent,
Non‑Executive Director and also serves as a member of the Remuneration and Nomination
Committee and Audit and Risk Management Committee.
Ms Allis is the Founder of Boost Juice and Founder and Non‑Executive Chairman of Retail
Zoo group of food retail brands. Ms Allis has been Telstra Businesswoman of the Year,
Excellence in Women’s Leadership, Amex Franchisor of the Year, ARA Retailer of the Year
and was inducted into the Australian Franchise Hall of Fame.
Ms Allis was listed as one of BRW’s top 15 people who have changed the way we do business
in the last 20 years and is an ambassador for UNHCR.

Directorship of listed entities within the past three years

• Director of Australian Pharmaceuticals Industries (API) (ceased March 2022)

Board Committee membership

• Member of the Audit and Risk Management Committee
• Member of the Remuneration and Nomination Committee
David Shafer
(LLB (Hons), BCom, CFA)
Chief Financial Officer, Chief Operating Officer and Executive Director
Mr Shafer has worked with Kogan.com since 2006, moving to a full time role as Chief Financial
Officer, Chief Operating Officer and Executive Director in November 2010.
Prior to joining Kogan.com, Mr Shafer was Senior Associate at Arnold Bloch Leibler.
Mr Shafer holds a Bachelor of Law (Honours) and Bachelor of Commerce from The University
of Melbourne and is a Chartered Financial Analyst.

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kogan.com Annual Report 2023

Directors’ Report continued

Harry Debney
(BAppSc (Hons))
Independent Non‑Executive Director
Mr Debney was appointed to the Board of Kogan.com in May 2016, as an Independent,
Non‑Executive Director and also serves as Chairman of the Audit and Risk Management Committee.
Mr Debney currently serves as the Interim Chief Executive Officer of Costa Group, having
previously served as Chief Executive Officer of Costa Group from September 2010 to
March 2021. During his time at Costa Group he oversaw the business’ transition from
a privately-owned Company to a member of the S&P/ASX 200 Index.
Prior to joining the Costa Group, Mr Debney spent 24 years at Visy Industries, including eight
years as Chief Executive Officer. During this time, he substantially grew the Visy business, both
organically and through acquisitions and oversaw a progressive renewal of core manufacturing
assets to ensure that Visy had the most advanced technology, and lowest cost manufacturing
base in the industry.
Mr Debney holds a Bachelor of Applied Science (Honours) from the University of Queensland.

Directorship of listed entities within the past three years

• Non‑Executive Director of Costa Group Holdings Ltd (appointed on 1 July 2021)

Board Committee membership

• Chairman of the Audit and Risk Management Committee
• Member of the Remuneration and Nomination Committee
James Spenceley
Independent Non‑Executive Director
Mr Spenceley was appointed to the Board of Kogan.com in March 2021, as an Independent,
Non‑Executive Director and also serves as a member of the Remuneration and Nomination
Committee and Audit and Risk Management Committee.
Mr Spenceley founded Vocus Communications (now Vocus Group, ASX:VOC) in 2007 and
built it into an ASX100 company through organic growth and acquisitions. Mr Spenceley is
Chairman at Swoop Telecom and up until May 2023, was Chairman of Airtasker.
Mr Spenceley was the former owner of Illawarra Hawks NBL team and has twice won
Ernst & Young Australian Entrepreneur of the Year recognition. In 2018, he was inducted
into the Telecommunications Hall of Fame.

Directorship of listed entities within the past three years

• Chairperson of Swoop Telecom (appointed in February 2019)
• Chairperson of Airtasker Limited (ceased in May 2023)
• Non‑Executive Director at Think Childcare (ceased October 2021)

Board Committee membership

• Member of the Audit and Risk Management Committee
• Member of the Remuneration and Nomination Committee

32
 kogan.com Annual Report 2023

Ruslan Kogan
(BBS)
Founder, Chief Executive Officer and Executive Director
Mr Kogan founded Kogan.com in 2006, and has been its CEO since inception, growing the
Business into Australia’s leading Pure Play Online Retailer in under a decade.
Prior to founding Kogan.com, Mr Kogan held roles in the IT departments of Bosch and GE,
and as a consultant at Accenture.
Mr Kogan holds a Bachelor of Business Systems from Monash University.
Mark Licciardo (Acclime Australia Pty Ltd)
(B Bus (Acc), GradDip CSP, FGIA, GAICD)
Company Secretary
Mark is the founder of Mertons Corporate Services, now part of Acclime Australia,
and is responsible for Acclime Australia’s Listed Services Division.
He is also an ASX‑experienced director and chair of public and private companies,
with expertise in the listed investment, infrastructure, bio‑technology and digital sectors.
He currently serves as a director on a number of Australian company boards as well as
foreign‑controlled entities and private companies.
During his executive career, Mark held roles in banking and finance, funds management,
investment and infrastructure development businesses, including being the Company
Secretary for ASX:100 companies Transurban Group and Australian Foundation Investment
Company Limited.
Mark holds a Bachelor of Business degree in accounting, a Graduate Diploma in Governance
and is a Fellow of the Chartered Governance Institute, the Governance Institute of Australia
and the Australian Institute of Company Directors.

MEETINGS OF DIRECTORS
Directors’ meetings held between 1 July 2022 and 30 June 2023:

REMUNERATION
BOARD AUDIT AND RISK AND NOMINATION
A B A B A B
Greg Ridder 11 11 3 3 3 3
Janine Allis 11 10 3 2 3 3
David Shafer 11 11 3 3 1
3 11
Harry Debney 11 11 3 3 3 3
James Spenceley 11 10 3 3 3 3
Ruslan Kogan 11 11 3 11
3 11

(1) Indicates that a Director is not a member of a specific committee and attended by invitation.
A Number of meetings held during the time the Director held office or was a member of the committee during the year.
B Number of meetings attended.

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kogan.com Annual Report 2023

Directors’ Report continued

CORPORATE GOVERNANCE STATEMENT

The Board is committed to achieving and demonstrating the highest standards of Corporate Governance.
The Board continues to refine and improve the governance framework and practices in place to ensure they
meet the interest of Shareholders.
The Company complies with the Australian Securities Exchange Corporate Governance Council’s Corporate
Governance Principles and Recommendations 4th Edition (‘the ASX Principles’). Kogan.com’s Corporate Governance
Statement, which summarises the Company’s Corporate Governance practices and incorporates the disclosures
required by the ASX Principles, can be viewed at www.kogancorporate.com.

ENVIRONMENTAL REGULATIONS
The Group is not subject to any significant environmental regulations under Commonwealth or State legislation.

DIRECTORS INTERESTS
The following table sets out each Directors’ relevant interest in shares of the Company at the date of this report.

Ordinary
Shares
Ruslan Kogan 15,853,321
David Shafer 5,225,642
Greg Ridder 158,000
Harry Debney 98,099
Janine Allis 14,761
James Spenceley 10,000

SHARE RIGHTS
Unissued Shares under Rights
At 30 June 2023 the Group had 1,199,662 unissued shares under Rights which are expected to vest up until
27 February 2027, all unissued shares under Rights are Ordinary Shares of the Company.

Shares Issued on Exercise of Rights

During the financial year, the Group issued 148,936 Ordinary Shares as a result of the Rights vesting.

RETENTION OPTIONS
Unissued Shares under Options
At 30 June 2023 the Group had 6,653,997 unissued shares under Options which are expected to vest up until
31 December 2027, all unissued shares under Options are Ordinary Shares of the Company.
As at 28 September 2023 the number of vested Options totalled 6,000,000, none of which have been exercised.

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 kogan.com Annual Report 2023

Remuneration Report

INTRODUCTION
The Directors are pleased to present the FY23 Remuneration Report, outlining the Board’s approach to the
remuneration for Key Management Personnel (KMP).
The Board recognises that the performance of the Group depends on the quality and motivation of its team
members. The Group remuneration strategy therefore seeks to appropriately attract, reward and retain team
members at all levels of the Business, but in particular for management and key executives. The Board aims
to achieve this by establishing executive remuneration packages that include a mix of fixed remuneration,
short‑term incentives and long‑term incentives.
The Report covers the following matters:
1. 2023 outcomes at a glance;
2. Details of Key Management Personnel;
3. Remuneration governance;
4. Remuneration policy;
5. Company’s performance;
6. Details of remuneration;
7. Equity instruments;
8. Executive Directors and Other KMP Service Agreements;
9. Key Management Personnel transactions; and
10. Remuneration framework review.

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kogan.com Annual Report 2023

Remuneration Report continued

2023 OUTCOMES AT A GLANCE

Chief Executive Officer (CEO) remuneration Chief Financial Officer (CFO) remuneration
For FY23, our CEO: For FY23, our CFO:
• Had no increase to fixed remuneration; • Had no increase to fixed remuneration;
• Was not awarded any additional variable • Was not awarded any additional variable
remuneration; remuneration;
• Received total realised remuneration • Received total realised remuneration
of $448,792; of $388,292;
• Had total statutory remuneration • Had total statutory remuneration
of $17,179,675; and of $11,549,765; and
• Has outstanding Options with a value • Has outstanding Options with a value
of $6,189,13817. The associated strike price of $4,126,09217. The associated strike price
is $5.29 and has vested as at the date is $5.29 and has vested as at the date of
of this report. this report.
Non Executive Directors (NED) fees
No increases to NED fees (the Chairman and other NED base fees remained unchanged).

DETAILS OF KEY MANAGEMENT PERSONNEL

Key Management Personnel (KMP) are individuals who have authority and responsibility for planning, directing and
controlling the activities of the Group, directly or indirectly, and comprise the Directors and the Senior Executives
of the Group, as listed below.

KMP POSITION HELD TERM AS KMP

Independent Non‑Executive Directors
Greg Ridder Chairman, Independent Non‑Executive Director Full year
Janine Allis Independent Non‑Executive Director Full year
Harry Debney Independent Non‑Executive Director Full year
James Spenceley Independent Non‑Executive Director Full year
Executive Directors
David Shafer Chief Financial Officer, Chief Operating Officer & Executive Director Full year
Ruslan Kogan Chief Executive Officer and Executive Director Full year
Other KMP
Gracie MacKinlay Mighty Ape, Chief Executive Officer Full year
Simon Barton Mighty Ape, Chief Financial Officer (until 31 March 2023) Part year

17. Based on a valuation performed by SLM Corporate as at 22nd August 2023.

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 kogan.com Annual Report 2023

REMUNERATION GOVERNANCE
The Board has appointed the Remuneration and Nomination Committee (“the Committee”) whose objective is to
assist the Board in relation to the Group remuneration strategy, policies and actions. In performing this responsibility,
the Committee must give appropriate consideration to the Company’s performance and objectives, employment
conditions and external remuneration relativities.

Remuneration and Nomination Committee

Kogan.com’s Remuneration and Nomination Committee is composed of Independent Non‑Executive Directors.
The responsibilities of the Committee include to:
• develop criteria for Board membership and identify specific individuals for nomination;
• establish processes for the review of the performance of individual Directors, Board Committees and the Board
as a whole and implementation of such processes;
• review and make recommendations to the Board on board succession planning generally;
• review and make recommendations to the Board on the process for recruiting a new Director, including evaluating
the balance of skills, knowledge, experience, independence and diversity on the Board;
• review and make recommendations to the Board on the Company’s remuneration framework, remuneration
packages and policies applicable to the members of the executive management of the Company (“Senior
Management”) and Directors;
• review and make recommendations to the Board on equity‑based remuneration plans for senior executives and
other employees;
• define levels at which the Chief Executive Officer must make recommendations to the Committee on proposed
changes to remuneration and employee benefit policies;
• ensure that remuneration packages and policies attract, retain and motivate high calibre executives; and
• ensure that remuneration policies demonstrate a clear relationship between key executive performance
and remuneration.
All Directors who are not members of the Committee are entitled to attend any meeting of the Committee.
The Committee may invite any Director, including members of Senior Management.
A full Charter outlining the Committee’s responsibilities and the Process for Evaluation of Performance are
available at www.kogancorporate.com.

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kogan.com Annual Report 2023

Remuneration Report continued

REMUNERATION POLICY
The Group has established incentive arrangements to assist in the attraction, motivation and retention of the
executive team and other selected team members. To align the interests of its team members and the goals of the
Group, the Directors have decided the remuneration packages of the executive team and other selected team
members will consist of the following components:
• Fixed remuneration (inclusive of superannuation);
• Short term cash‑based incentives; and
• Long term equity‑based incentives.
The payment of any cash and award of equity under the incentive arrangements will be subject to the achievement
of performance criteria or hurdles set by the Board. The remuneration packages of the senior management team
are determined by the Committee and reported to the Board. The remuneration of senior managers are reviewed
annually by the Committee. At the absolute discretion of the Committee, Kogan.com may seek external advice on
the appropriate level and structure of the remuneration packages of the senior management team from time to time.

Fixed remuneration
Fixed remuneration consists of the base salary and team member benefits which include superannuation,
leave entitlements and other benefits.
Executive KMP’s did not receive an adjustment to fixed remuneration, with the exception of the compulsory
superannuation increase, in the 2023 financial year.

Cash Super­
Salary annuation AL & LSL
Year $ $ $
Executive KMPs
R. Kogan 2023 423,500 25,292 39,645
D. Shafer 2023 363,000 25,292 33,982
Other KMPs
G. MacKinlay 2023 228,879 6,866 30,040
S. Barton 2023 170,399 – 5,060
Total 1,185,778 57,451 108,726
Executive KMPs
R. Kogan 2022 423,500 23,568 39,645
D. Shafer 2022 363,000 23,568 33,982
Other KMPs
G. MacKinlay 2022 15,481 464 1,060
S. Barton 2022 279,104 – 19,001
Total 1,081,085 47,600 93,688

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

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 kogan.com Annual Report 2023

Short term incentives (STI) – Cash based

The following table outlines the significant aspects of the STI.

Purpose of STI plan Provide a link between remuneration and both short‑term Company and
individual performance.
Create sustainable Shareholder value.
Reward individuals for their contribution to the success of the Group.
Actively encourage team members to take more ownership over the EBITDA18 .
Eligibility Offers of cash incentive may be made to any team member of the Group
(including a Director employed in an executive capacity) or any other person
who is declared by the Board to be eligible to receive a grant of cash incentive
under the STI.
Calculation & Target The Adjusted EBITDA18 of Kogan.com shall exceed the management forecast
for the full financial year (after payment of the STI).
25% of the outperformance will be allocated to a ‘bonus pool’.
The ‘bonus pool’ will then be shared in cash bonuses among a number of team
members in fixed proportions.
Maximum opportunity The maximum payable is 25% of the outperformance and 35% of the team
member’s annual salary.
Performance conditions Outperformance of the budgeted Adjusted EBITDA.18
Continuation of employment.
Why were the performance To achieve successful and sustainable financial business outcomes as well
conditions chosen as any annual objectives that drive short‑term and long‑term business success
and sustainability.
Performance period 1 July 2022 to 30 June 2023.
Timing of assessment August 2023, following the completion of the 30 June 2023 accounts.
Form of payment Paid in cash.
Board discretion Targets are reviewed annually and the Board has discretion to adapt appropriately
to take into account exceptional items.

KMP’s did not receive a payment under the STI plan in the 2023 financial year (FY22:$0).

18. Non‑IFRS measure.

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kogan.com Annual Report 2023

Remuneration Report continued

Long Term Incentives (LTI) – Equity Incentive Plan (EIP)

The Group has established an Equity Incentive Plan (EIP), which is designed to align the interests of eligible team
members more closely with the interests of Shareholders in the listed entity post 7 July 2016. Under the EIP, eligible
team members may be offered Restricted Shares, Options or Rights which may be subject to vesting conditions.
The Group may offer additional long‑term incentive schemes to senior management and other team members
over time.
The following table outlines the significant aspects of the current EIP.

Purpose of LTI plan Support the strategy and business plan of the Group.
Align the interests of team members more closely with the interests of Shareholders.
Reward individuals for their contribution to the success of the Group over the
long‑term.
Eligibility Offers of Incentive Securities may be made to any team member of the Group
(including a Director employed in an executive capacity) or any other person who
is declared by the Board to be eligible to receive a grant of incentive Securities
under the EIP.
Service condition on vesting Individuals must be employed by the Group at time of vesting and not be in their
notice period.
Form of award and payment Performance Rights or Options.
Board discretion The Board has the absolute discretion to determine the terms and conditions
applicable to an offer under the EIP.
Consideration Nil.
Rights Each Right confers on its holder an entitlement to a Share, subject to the satisfaction
of applicable conditions.
Restrictions on dealing Shares allocated upon exercise of Performance Rights will rank equally with all
existing Ordinary Shares from the date of issue (subject only to the requirements
of Kogan.com’s Securities Trading Policy).
Upon vesting, there will be no disposal restrictions placed on the Ordinary Shares
issued to participants (subject only to the requirements of Kogan.com’s Securities
Trading Policy).
Lapse of Rights A Right will lapse upon the earliest to occur of:
• expiry date;
• failure to meet vesting conditions;
• employment termination;
• the participant electing to surrender the Right; and
• where, in the opinion of the Board, a participant deals with a Right in contravention
of any dealing restrictions under the EIP.

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 kogan.com Annual Report 2023

Performance Rights awarded to KMPs

The statutory values below represent the expenses incurred through the Consolidated Income Statement and
Consolidated Statement of Other Comprehensive Income Statement in accordance with AASB 2 Share‑Based Payments.

STATUTORY VALUE
Year Value Year Value
Executive KMPs
R. Kogan 2023 – 2022 –
D. Shafer 2023 – 2022 –
Other KMPs
G. MacKinlay 2023 75,155 2022 393
S. Barton 2023 – 2022 –
Total 75,155 393

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

Options awarded to KMPs

The statutory values below represent the expenses incurred through the Consolidated Income Statement and
Consolidated statement of Other Comprehensive Income Statement in accordance with AASB 2 Share‑Based Payments.

STATUTORY VALUE
Year Value Year Value
Executive KMPs
R. Kogan 2023 16,691,237 2022 14,735,415
D. Shafer 2023 11,127,491 2022 9,823,610
Other KMPs
G. MacKinlay 2023 – 2022 –
S. Barton 2023 34,137 2022 31,439
Total 27,852,866 24,590,464

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

To better understand the underlying remuneration potentially being delivered to the Executive KMPs, the Committee
engaged SLM Corporate to perform an updated valuation as of 22nd August 2023, being the day of the FY23
Appendix 4E and Preliminary Financial Statements release. The results are as follows:

Options Date Value Date Value

Executive KMPs
R. Kogan 22/08/2023 6,189,138 23/08/2022 3,548,101
D. Shafer 22/08/2023 4,126,092 23/08/2022 2,365,401
Other KMPs
S. Barton 22/08/2023 1,603 23/08/2022 4,418
Total 10,316,833 5,917,920

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

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kogan.com Annual Report 2023

Remuneration Report continued

Mr. Barton did not receive any Options during FY23. As at 30 June 2023, 17,443 Options remained outstanding.
At the date of grant for Mr. Kogan and Mr. Shafer, being 30 November 2020, the value of their Options were worth
$41,325,935 and $27,550,623, respectively. At the date of grant for Mr. Barton, being 3 December 2020, his Options
were worth $161,871.
As part of Mrs. MacKinlay’s appointment to CEO, she was granted 112,360 Performance Rights which have both
a service condition and performance hurdle attached. As at 30 June 2023, Mrs. MacKinlay has 84,270 Performance
Rights remaining following the expiry of 28,090 Performance Rights in FY23 due to a performance hurdle not
being met.

Performance Rights Date Value Date Value

Other KMP
G. MacKinlay 22/08/2023 427,249 23/08/2022 398,878
Total 427,249 398,878

At the time of grant, these performance rights were worth $400,000.

The below relates to the Options awarded to Mr. Kogan and Mr. Shafer following the FY20 Annual General Meeting.
During FY23, no new Retention Options were granted. As at 30 June 2023, all Retention Options remained unvested.
As at 27 September 2023, all Retention Options were vested and not yet exercised.

The number and class of 3,600,000 options granted to Mr Kogan and 2,400,000 granted to Mr Shafer
securities issued to the under the EIP.
Directors
Details of the Retention The Board (excluding Mr. Kogan and Mr. Shafer) decided to grant the Retention
Options Options to Mr. Kogan and Mr. Shafer because the Board believed it was in the best
interests of the Company and Shareholders to incentivise Mr. Kogan and Mr. Shafer
to remain in their positions for the next 3 years given their proven track records,
in order to maximise the prospect of Mr Kogan and Mr. Shafer contributing to
the creation of significant future returns for Shareholders.
The Retention Options are being accounted for in the same way the Company’s
current equity‑settled awards are treated (refer section 5.2 of the FY22 Annual
Report), with their accounting value determined at their date of grant (within 10
Business Days of the Meeting). Equity‑settled awards are measured at fair value
at the date of grant. The cost of these transactions is recognised in the Company’s
Consolidated Income Statement and Consolidated Statement of Other
Comprehensive Income and credited to equity on a straight‑line basis over the
vesting period after allowing for an estimate of shares that will eventually vest.
The level of vesting is reviewed annually and the charge adjusted to reflect actual
and estimated levels of vesting. Accordingly, any deductions allowable for tax
purposes will also be in line with current equity‑settled awards.

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 kogan.com Annual Report 2023

Details of the Retention The Company obtained an independent valuation of the Retention Options from
Options (continued) SLM Corporate dated 7 May 2020 to provide advice in relation to whether the
proposed grant of the Retention Options were reasonable in the circumstances
and by reference to industry standards. The valuation applied a number of
assumptions and variables, including the following:
• the closing price of the Company’s Shares on ASX on 30 April 2020
(a reference date under the report), being $7.99 per Share;
• a risk‑free rate of 0.33%;
• a volatility factor of 62.5%;
• dividend yield of 1.96%; and
• a time to maturity of the underlying Options of 4 years.
The estimated value of each Retention Option pursuant to the valuation was $4.13
as at the reference date of the report of 7 May 2020. On this basis, the estimated
value as at the reference date of the report of 7 May 2020 of:
• the Retention Options to be granted to Mr Kogan under Item 5.1 was $14,872,133; and
• the Retention Options to be granted to Mr Shafer under Item 5.2 was $9,914,756.
The report from SLM Corporate dated 7 May 2020 reflects the value of the Retention
Options on or about the date that the Company agreed to grant the Retention
Options to Mr Kogan and Mr Shafer. For completeness, given the time that has
elapsed between the AGM (at which the Retention Options were approved by
Shareholders) and both the date of the independent valuation of the Retention
Options from SLM Corporate and the date that the Company agreed to grant the
Retention Options, the Company obtained an updated independent valuation of the
Retention Options from SLM Corporate dated 8 December 2020. This valuation
applied the same assumptions and variables as noted above, except that:
• the closing price of the Company’s Shares on ASX on 30 November 2020
(date of issue of the Retention Options as per the updated independent
valuation), being $16.40 per Share;
• a risk‑free rate of 0.25%;
• a volatility factor of 62.5%; and
• dividend yield of 1.28%.
The value of each Retention Option pursuant to the valuation was $11.48 as at the issue
date of the updated independent valuation of 8 December 2020. On this basis, the value
as at the issue date of the updated independent valuation of 8 December 2020 of:
• the Retention Options granted to Mr. Kogan was $41,325,935; and
• the Retention Options granted to Mr. Shafer was $27,550,623.
The increase in the value of the Retention Options reflected the increase in the
Company’s share price since the Company announced the terms of the Retention
Options to the ASX on 12 May 2020 and the grant of the Retention Options following
the Company’s AGM on 20 November 2020.
Strike price $5.29
Share price at grant date $16.40
Share price at $5.08
27 September 2023

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Remuneration Report continued

Independent Non‑Executive Directors’ remuneration

Kogan.com’s Independent Non‑Executive Director remuneration policy is set up to attract and retain Directors with
the experience, knowledge, expertise and acumen to manage the Company.
Each of the Independent Non‑Executive Directors has entered into appointment letters with Kogan.com, confirming
the terms of their appointment, their roles and responsibilities and Kogan.com’s expectations of them as Directors.
Under the Constitution, the Board may decide the remuneration from Kogan.com to which each Director is entitled
for their services as a Director. However, under the ASX Listing Rules, the total amount paid to all Non‑Executive
Directors for their services must not exceed in aggregate in any financial year the amount fixed at Kogan.com’s
general meeting.
This amount has been fixed by Kogan.com at $800,000 per annum (FY22: $800,000 per annum). Any change to that
aggregate annual sum needs to be approved by Shareholders.
The annual Independent Non‑Executive Directors’ fees paid or payable to Greg Ridder (as Chairman of the Board and
Remuneration & Nomination Committee), Harry Debney (as Chairman of the Audit & Risk Management Committee),
Janine Allis and James Spenceley for FY23 are $185,000, $110,000, $95,000 and $95,000, respectively.
Included within Harry Debney’s fees is $15,000 per annum to acknowledge the additional duties linked to leading
the Audit and Risk Management Committee as Chairman.
As of 22 August 2023, James Spenceley has been appointed Chairman of the Remuneration and Nomination
Committee. To acknowledge the additional duties linked with this position, an additional $15,000 per annum will
be paid to James. Greg Ridder’s fees will remain unchanged, as he chose not to accept additional compensation
during his tenure as Chairman of the Remuneration and Nomination Committee until 22 August 2023.
All Directors’ fees include superannuation payments, to the extent applicable.
Independent Non‑Executive Directors are not eligible to participate in Kogan.com’s short‑term or long‑term
incentive programs.
Independent Non‑Executive Directors did not receive an adjustment to Directors’ fees in the 2023 financial year.

COMPANY PERFORMANCE
Relationship to remuneration policy
In considering the consolidated entity’s performance and the benefits of Shareholder wealth, the Committee
considered a range of indicators in respect of senior executive remuneration and linked these to the previously
described short and long term incentives.
At Kogan.com, we remunerate our KMP in a way which:
• aims to align executive interests with Shareholders;
• is sufficiently competitive in the marketplace to enable us to attract, retain, and motivate exceptional talent; and
• encourages and rewards the behaviours and outcomes that will deliver business success and a good return for
our Shareholders.
To achieve this, we set challenging targets and monitor performance against them closely.
We have strengthened the connection between our key reward metrics and our business strategy by adapting the
performance conditions used for our STI.
We remain committed to the use of stretching performance metrics, and recognise the importance of having
performance conditions that are linked to customer engagement.

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Shareholder wealth
The following table presents these indicators showing the impact of the Company’s performance on Shareholder
wealth, during the financial years:

FY19 FY20 FY21 FY22 FY23

Revenue (in $’m) 438.7 497.9 780.7 718.5 489.5
Net profit/(loss) after income tax
(NPAT) 17.2 26.8 3.5 (35.5) (25.9)
Adjusted NPAT 18.6 30.0 42.9 (2.9) (7.7)
Earnings per share (EPS) 0.18 0.29 0.03 (0.33) (0.24)
Adjusted EPS 0.20 0.32 0.41 (0.03) (0.07)
EBITDA (in $’m) 30.1 46.5 22.5 (21.8) (20.8)
Adjusted EBITDA (in $’m) 31.5 49.7 61.8 18.9 6.8
Dividends paid (in $’m) 11.4 14.8 31.3 – –
Share Price at 30 June 4.75 14.72 11.58 2.78 4.85

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

Profit amounts have been calculated in accordance with Australian Accounting Standards (AASB). EBITDA 2 is
calculated based on the operating profit before interest, tax, depreciation and amortisation.

1. Adjusted EBITDA, Adjusted NPAT and Adjusted EPS are measures of the underlying performance of the Business, they remove non‑cash items
including the unrealised FX gain/(loss), equity‑based compensation and one‑off non‑recurring items. Refer to page 26 of this Annual Report
for a detailed reconciliation of adjusting items.
2. Non‑IFRS measure.
3. Earnings Before Interest, Tax, Depreciation & Amortisation.

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Remuneration Report continued

DETAILS OF REMUNERATION
KMP realised remuneration
The table below is a voluntary non‑statutory disclosure that displays actual cash remuneration (“realised remuneration”)
that the KMPs received in FY23 and FY22. It includes cash salary, superannuation contributions, STI earned and LTI
that vested during the period, including Mighty Ape – acquisition related remuneration that vested during the period.
This information differs from the statutory remuneration table found on the following page, which also includes
the expense for vested & unvested awards, along with other long term benefits, in accordance with Australian
Accounting Standards.

Mighty Ape
Fixed – acquisition Total
Remun­ related realised
Year eration19 STI remuneration remun­eration
Executive KMPs
R. Kogan 2023 448,792 – – 448,792
D. Shafer 2023 388,292 – – 388,292
Other KMPs
G. MacKinlay 2023 235,745 – – 235,745
S. Barton 2023 170,399 – 14,242,881 14,413,280
Total 1,243,229 – 14,242,881 15,486,109
Executive KMPs
R. Kogan 2022 447,068 – – 447,068
D. Shafer 2022 386,568 – – 386,568
Other KMPs
G. MacKinlay20 2022 15,945 – – 15,945
S. Barton 2022 279,104 – – 279,104
Total 1,128,685 – – 1,128,685

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

19. Includes cash salary and superannuation consistent with statutory remuneration table in the next section, excluding accrued annual leave
entitlements.
20. Gracie MacKinlay was deemed a KMP following her appointment to CEO of Mighty Ape on 6 June 2022. This represents the period 6 June 2022
to 30 June 2022.

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KMP statutory remuneration

Details of the statutory remuneration to the executive Key Management Personnel is set out below.

EQUITY- OTHER
POST- LONG BASED LONG
EMPLOY­ TERM COMPEN­ TERM
SHORT TERM MENT BENEFITS SATION BENEFITS
Mighty Ape –
Annual acquisition
& long Share- related
Cash Short‑Term Super­ service Based remun­
Salary Incentives annuation leave Payments21 Total eration Total
Year $ $ $ $ $ $ $ $
Executive KMPs
R. Kogan 2023 423,500 – 25,292 39,645 16,691,237 17,179,675 – 17,179,675
D. Shafer 2023 363,000 – 25,292 33,982 11,127,491 11,549,765 – 11,549,765
Other KMPs
G. MacKinlay 2023 228,879 – 6,866 30,040 75,155 340,940 – 340,940
S. Barton 2023 170,399 – – 5,060 34,137 209,596 (3,885,469) 22
(3,675,873)
Total 1,185,778 – 57,451 108,726 27,928,021 29,279,976 (3,885,469) 25,394,507
Executive KMPs
R. Kogan 2022 423,500 – 23,568 39,645 14,735,415 15,222,128 – 15,222,128
D. Shafer 2022 363,000 – 23,568 33,982 9,823,610 10,244,160 – 10,244,160
Other KMPs
G. MacKinlay 2022 15,481 – 464 1,060 393 17,398 – 17,398
S. Barton 2022 279,104 – – 19,001 31,439 329,544 17,047,089 17,376,633
Total 1,081,085 – 47,600 93,688 24,590,857 25,813,230 17,047,089 42,860,319

Any discrepancies between totals, sums of components and percentage variances in this table are due to rounding.

Mighty Ape – acquisition‑related remuneration

Mighty Ape acquisition related remuneration, refers to the payment of Mighty Ape Tranche 3 and Mighty Ape
Tranche 4 purchase price instalments as part of the Sale Agreement. Tranches 3 & 4 was contingent on the Mighty
Ape Founder, Simon Barton, remaining with the business until the delivery of the financial year 2022 and 2023 results,
respectively. In line with accounting standards, Tranches 3 & 4 payments have been considered as compensation for
post‑combination services, and as such, treated as employee remuneration for accounting purposes. The Group will
proportionately account for these expenses up until the respective payment dates.
During FY23, Tranche 3 of the Mighty Ape acquisition was paid to Simon Barton, totalling $14.3 million.
As at 30 June 2023 a total of $11.0 million has been provided for in relation to Tranche 4.

21. Share‑based payments shown relate to the expense incurred in accordance with accounting standards for unvested Options awarded
to the CEO & CFO/COO and other Non‑Executive KMP. KMP Share‑Based Options at 22nd August 2023, as valued by SLM Corporate,
were worth $6,189,138 for Mr. Kogan, $4,126,092 for Mr. Shafer and $1,603 for Mr. Barton, respectively. Gracie MacKinlay held Performance
Rights on 22nd August 2023 worth $427,249.
22. The negative statutory value recorded here relates to a reversal of the over provision for Tranche 4 payment of the Mighty Ape Acquisition
in prior years.

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Remuneration Report continued

Non‑Executive Directors’ remuneration

The table below sets out the remuneration paid to Non‑Executive Directors:

POST-
SHORT EMPLOY­
TERM MENT
BENEFITS BENEFITS
Total Super­
fees annuation Total
Year $ $ $
Greg Ridder 2023 185,000 – 185,000
Harry Debney 2023 110,000 – 110,000
Janine Allis 2023 95,000 – 95,000
James Spenceley 2023 95,000 – 95,000
Total 485,000 – 485,000
Greg Ridder 2022 185,000 – 185,000
Harry Debney 2022 110,000 – 110,000
Janine Allis 2022 95,000 – 95,000
James Spenceley 2022 95,000 – 95,000
Total 485,000 – 485,000

EQUITY INSTRUMENTS
Kogan.com successfully listed on the ASX on 7 July 2016. The following table presents the interests of each
Director/Key Management Personnel held directly, indirectly or beneficially, including their related parties:

No. % No. %
shares held ownership shares held ownership
2023 2023 2022 2022
Ruslan Kogan 15,853,321 15.08% 15,853,321 14.83%
David Shafer 5,225,642 4.97% 5,075,642 4.75%
Greg Ridder 158,000 0.15% 158,000 0.15%
Harry Debney 98,099 0.09% 98,099 0.09%
Janine Allis 14,761 0.01% 4,761 0.00%
James Spenceley 10,000 0.01% – -%
Gracie MacKinlay 500 0.00% 500 0.00%
Simon Barton – -% – -%

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EXECUTIVE DIRECTORS AND OTHER KMP SERVICE AGREEMENTS

Notice and termination payments
Executives are on contracts with no fixed end date.
The following table captures the notice periods applicable to the termination of the Executive KMP and Other KMP
employment:

Termination
Termination notice Termination notice payments provided
by Kogan.com by employee for under contract
Executive KMP
CEO 12 months 12 months 12 months
CFO, COO 6 months 6 months 6 months
Other KMP
CEO – Mighty Ape 6 months 6 months 6 months
CFO – Mighty Ape 6 months 6 months 6 months

Executive and Other KMP Service Agreements

Prior to the Company’s ASX Listing on 7 July 2016, Ruslan Kogan and David Shafer were not subject to employment
arrangements and instead received profit distributions proportionate to their shareholdings in the Group.
Subsequent to Listing, Ruslan Kogan and David Shafer entered into employment contracts.
Simon Barton, Founder of Mighty Ape, had been determined to be a KMP from the acquisition date of Mighty Ape
Limited, 1 December 2020, and up until the time of his resignation on 31 March 2023.
Gracie MacKinlay was determined to be a KMP following her promotion to Chief Executive Officer – Mighty Ape
on 6 June 2022.

Chief Executive Officer

Mr. Kogan is employed in the position of Chief Executive Officer of Kogan.com.
Kogan.com has entered into an employment contract with Mr Kogan to govern his employment with Kogan.com.
Mr. Kogan or Kogan.com may terminate Mr. Kogan’s employment by giving 12 months’ notice. Kogan.com may elect
to make payment in lieu of notice. Kogan.com may terminate Mr. Kogan’s employment without notice in circumstances
warranting summary dismissal.
Upon termination of Mr. Kogan’s employment, Mr. Kogan will be subject to a restraint of trade period of 12 months
during which time Mr. Kogan cannot compete with Kogan.com or provide services in any capacity to a competitor
of Kogan.com or solicit suppliers, clients or employees of Kogan.com. The enforceability of the restraint clause is
subject to all usual legal requirements.
The Board may invite Mr. Kogan to participate in Kogan.com’s incentive programs.

Chief Financial Officer and Chief Operating Officer

Mr. Shafer is employed in the position of Chief Financial Officer and Chief Operating Officer of Kogan.com.
Kogan.com has entered into an employment contract with Mr. Shafer to govern his employment with Kogan.com.
Mr. Shafer or Kogan.com may terminate Mr. Shafer’s employment by giving 6 months’ notice. Kogan.com may elect
to make payment in lieu of notice. Kogan.com may terminate Mr Shafer’s employment without notice in circumstances
warranting summary dismissal.

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Remuneration Report continued

Upon termination of Mr. Shafer’s employment, Mr. Shafer will be subject to a restraint of trade period of 6 months
during which time Mr. Shafer cannot compete with Kogan.com or provide services in any capacity to a competitor
of Kogan.com or solicit suppliers, clients or employees of Kogan.com. The enforceability of the restraint clause is
subject to all usual legal requirements.
The Board may invite Mr. Shafer to participate in Kogan.com’s incentive programs.

Chief Executive Officer – Mighty Ape

Mrs. MacKinlay is employed in the position of Chief Executive Officer of Mighty Ape.
Kogan.com has entered into an employment contract with Mrs. MacKinlay to govern her employment with Mighty Ape.
Mrs. MacKinlay or Mighty Ape may terminate Mrs. MacKinlay’s employment by giving 6 months’ notice. Mighty Ape
may elect to make payment in lieu of notice. Mighty Ape may terminate Mrs. MacKinlay’s employment without notice
in circumstances warranting summary dismissal.
Upon termination of Mrs. MacKinlay’s employment, Mrs. MacKinlay will be subject to a restraint of trade period of
6 months during which time Mrs. MacKinlay cannot compete with Mighty Ape or provide services in any capacity to
a competitor of Mighty Ape or solicit suppliers, clients or employees of Mighty Ape. The enforceability of the restraint
clause is subject to all usual legal requirements.
The Board may invite Mrs. MacKinlay to participate in Kogan.com’s incentive programs.

KEY MANAGEMENT PERSONNEL TRANSACTIONS

Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated.
The following transactions occurred with related parties:
Kogan Australia Pty Ltd entered into a Logistic Services Agreement with eStore Logistics Pty Ltd (“eStore”), in a
prior financial period, in relation to the provision of warehousing, distribution and logistics services by eStore to
Kogan Australia. Mr Kogan is a minority shareholder and Director of eStore. The agreement was entered into on
arm’s length terms.

CONSOLIDATED GROUP
2023 2022
KMP Transaction type $000 $000
Ruslan Kogan Purchases from eStore warehousing 3,851 7,829

As at 30 June 2023, the total liability to eStore Logistics Pty Ltd was $253,873 (30 June 2022: $488,813).
The Directors’ Report is signed on behalf of the Board in accordance with a resolution of the Directors.

REMUNERATION FRAMEWORK REVIEW

With the anticipated expiry of the previously adopted 3-year executive remuneration framework at the end FY23,
the Board determined to undertake a review of the executive remuneration framework for implementation in FY24.
The previous executive remuneration framework reflected the expectations and market position of the Business
in 2020, and included the following features:
1. the approach involved low amounts of cash in terms of salary and short-term incentives, below market rates,
reducing the cash cost to the business,
2. the remuneration packages of top executives were largely based on an up-front grant of service tested options
subject to annual vesting, intended to cover remuneration for 3 years (FY21 through to FY23 inclusive),

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3. because of the high-risk nature of the equity opportunity compared to cash and short-term incentives, and the
low value of options at the time of the grant calculation, the number of options was significant, and
4. the value of the options at the time of the Annual General Meeting (AGM) was criticised by some stakeholders,
noting that the share price between the grant calculation date and the date of the AGM increased significantly.
This framework was viewed by the Board as creating a strong link between executive reward, and value creation
for shareholders, and a strong incentive to retain the high-performing talent of the founding executives. In practice,
the framework produced mixed results, noting:
1. the executives were successfully retained, and
2. despite vesting due to service, there was no material value in the options at vesting due to volatility in the share
price; in that sense the link between performance and reward was appropriate in that executives received no
benefit from the equity structures while shareholders were not experiencing wealth creation. Executives only
received benefits/remuneration in the form of modest fixed remuneration as a result of this outcome, although
the Company does recognise the accounting cost of the vested equity (not a cash cost).
In order to ensure that the next iteration of the executive remuneration framework would meet the future needs of
the Business, its market position and strategy for FY24, and address feedback on the previous framework, the Board
engaged independent remuneration advisors to review:
1. the overall remuneration governance framework,
2. market and stakeholder feedback,
3. current peer practices,
4. variable remuneration design, and
5. market benchmarking for top executives, using a comparator group of 20 ASX listed companies of comparable
market value, with 10 larger and 10 smaller (balanced), and limited to a range of half to double the Company’s
market value.
As a result of the review, the Board has adopted a new remuneration framework for implementation in FY24, which it
believes will better align with well-regarded market practices and stakeholder expectations, while still having strong
links to the strategy of the business. The outcomes of this framework review include the following notable changes:
1. the Board has adopted a policy for current and future equity grant approaches, to limit the opportunity for major
discrepancies between intended equity remuneration value, and the remuneration value shareholders will be
asked to approve, as arose in 2020. The policy is based on a 20-day trading volume weighted average price (VWAP)
commencing the day after release of the audited financial results. This VWAP is divided into the intended
maximum/stretch grant dollar value, to determine the grant number.
2. Fixed remuneration has been reviewed to better align with market peers as at the end of FY23, as indicated by
independent benchmarking.
3. a short-term incentive plan and opportunity will be re-introduced to ensure that there are separate components
of remuneration creating links between reward and performance over both the short and long term.
4. the combination of the foregoing increases to cash remuneration opportunities, brings down the long-term
incentive weighting and value to be approved by shareholders, when setting remuneration relative to market
peers i.e., the long-term incentive component will be smaller than in previous years, but still retain a significant
and appropriate weighting in the remuneration mix.
5. the Board has developed a new equity plan, which shareholders will be asked to approve, based on a modern
equity design, and complies with recently amended regulatory frameworks. The plan will provide the Board with
significant flexibility to offer various forms of equity to various employees, however the plan provides no ability
to offer options as they are unnecessarily dilutive compared to modern alternatives.
6. the Board has determined that grants of equity will be made annually, which is consistent with typical ASX market
practices, rather than “ad-hoc” as was previously the case.

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Remuneration Report continued

7. the next grant of equity to top executives will include the following features, which are intended to address the
feedback on previous arrangements, the Company current strategy and market position:
a. Performance Rights will be used instead of options,
b. The Measurement Period over which performance service will be tested will be 3 years,
i. for the FY24 introductory/transitionary grant there will be a tranche (50%) that is eligible to vest after
2 financial years, to smooth the transition into annual granting processes,
ii. grants made in future years are not intended to include a 2-year tranche, noting that long term incentive
are generally defined as having a 3-year minimum vesting period i.e. this tranche is intended to be a
one-off arrangement.
c. Performance Rights will be subject to a ranked total shareholder return (rTSR) vesting condition, which is a
form of relative TSR that is intended to align vesting with the experience of shareholders, creating a strong
link between reward and performance from the perspective of shareholders. The comparator group will be
comprised of the constituents of ASX Consumer Discretionary classified entities at the commencement
of the test period, and subject to a typical vesting scale (50% vesting at P50 and 100% vesting at P75).
d. while the Board considered additional tranches with non-TSR vesting conditions, the other types of vesting
conditions used by peers were not considered appropriate at the time of review (such as earnings per share
growth rate or return on equity, due to the Company’s recent history not being profitable, making the necessary
calculations impossible). The Board may consider additional tranches and performance metrics in future years,
as the business’ circumstances change.
8. the total remuneration packages of executives in FY24 are to be composed of fixed remuneration, short-term
incentives and long-term incentives (the latter being subject to shareholder approval), set relative to market
benchmarks and assessments obtained by the Board. Fixed remuneration is intended to be positioned around
P50, +20% to recognise the exceptional talent and performance of the incumbents and noting that a +/- 20%
range is a common policy adopted by ASX listed company boards to recognise individual differences and calibre
of executives. The total remuneration packages, including target short term and long-term incentives, are
intended to fall in the high end of the range of observed relevant market practices, to also recognise the high
performance and high calibre of the incumbents, and to recognise differences in the roles of the incumbents
compared to typical ASX roles:
a. the incumbent executives are deeply invested in the business; the success of the business has been driven by
this team over many years and the Board and key stakeholders intend to continue to retain and incentivise the
incumbents to make exceptional contributions. The business has significantly outperformed peers and typical
ASX market returns in most years, due to the contributions of the incumbents,
b. both the ED/CEO and CFO/COO roles are larger-than-typical roles, in terms of their scope, accountability,
and impact on the business; where in most ASX listed companies these roles would be supported by a large
team of highly experienced ASX executive veterans, Kogan runs-lean and seeks to retain its loyal employees
in supporting roles. As a result, many of the functions, responsibilities accountabilities and key impacts that
would usually be the responsibility of the executive team, are carried by or in large part guided by the
founders as the strategic drivers,
c. the CFO/COO role is not typical, and cannot be directly compared to peers on the ASX; being a broader
operational role, the incumbent is able to bring a level of strategy and engagement with the rest of the
business that is exceptional, making the assessed job size larger than a typical CFO and/or COO role, and
d. as a result of the foregoing, it is the Board’s view that it is appropriate to position the remuneration of the
executive team high in the market compared to peers, but with the majority of the package subject to
the achievement of challenging performance conditions.

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9. it should be noted that the FY23 Remuneration Report will not reflect any of these changes, due to the
requirement to report on practices in the reporting period. Instead, the changes to practice resulting from this
review and subsequent decisions of the Board will only start to become evident in the FY24 Remuneration Report,
and subsequent reports.

James Spenceley
Remuneration & Nomination Committee Chairman
Melbourne, 28 September 2023

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Environmental, Social and Governance

Governance
The Kogan.com Board of Directors and senior management team consistently prioritise strong corporate governance
practices and maintain transparency with shareholders, team members, and suppliers.
Kogan.com operates with a predominantly independent Board of Directors, supported by a majority independent
Audit & Risk Committee and Remuneration & Nomination Committee. The Audit & Risk Committee convenes at
least twice annually, while the Remuneration & Nomination Committee meets at least once a year to fulfill their
respective roles.
Kogan.com is steadfast in its commitment to fulfilling its disclosure obligations as stipulated by the ASX Listing Rules
and the Corporations Act 2001 (Cth). These obligations are overseen by the Company’s Continuous Disclosure Policy.
The Company communicates crucial information to shareholders by filing all pertinent financial reports, continuous
disclosure announcements, and other relevant details with the ASX. Additionally, this information is readily accessible
on Kogan.com’s Corporate Website.

Modern Slavery and Ethical Sourcing

Kogan.com places a strong emphasis on fulfilling its obligations under the Australian Modern Slavery Act 2018
(the Modern Slavery Act) and is dedicated to continuously evaluating and enhancing its role in upholding human rights.
In accordance with the Modern Slavery Act and the Commonwealth Modern Slavery Act 2018 Guidance for Reporting
Entities (the Guidance), Kogan.com has carefully developed its Modern Slavery Statement. This statement can be
readily accessed on Kogan.com’s Corporate Website and discloses the annual measures taken by the company to
mitigate the risk of modern slavery within its own operations and supply chain.
Kogan.com boasts a complex global supply chain and is committed to exclusively collaborating with ethical suppliers.
The company insists that its suppliers adhere to the non‑negotiable requirements outlined in its Ethical & Sustainable
Sourcing Policy, with a preference for those who also align with the desirable elements as outlined in the same policy
(available on Kogan.com’s Corporate Website). Additionally, suppliers are mandated to maintain and provide evidence
of internationally recognised accreditation, such as BSCI, for their production facilities.
Kogan.com employs a risk‑based approach to pinpoint areas within its business that may be more susceptible to
modern slavery. Detailed information regarding the supply chain risk assessment and the proactive measures taken
to mitigate these risks can be found in the Kogan.com Modern Slavery Statement, which is available on the company’s
Corporate Website.
Kogan.com opposes modern slavery in all its forms.

The Kogan.com Team

The Kogan.com team thrives in a dynamic, high‑performance culture.
The Company’s success is built off technology and digital efficiency and it is our dedicated team that makes it all
happen. Kogan.com’s team is central to the business, its culture and its ability to outperform the expectations of
shareholders and customers.
The team’s training sessions (Lunch & Learns) are held across the business to drive engagement, career development
and growth opportunities among its team members. The Company’s highly skilled Software Engineering team holds
“Tech Talks” and Meetups for the industry, sharing knowledge and experiences with like minded professionals in
their field.
Kogan.com embraces growing talent from within our team. The business is dedicated to supporting the growth of our
team members, with many of the role appointments made coming from internal team promotion within the business.
Kogan.com recognises that a diverse workplace is achieved through merit‑based decision‑making which is integral
to building and sustaining a culture that fosters equal opportunity, diversity and inclusion. Kogan.com operates under
an Equal Opportunity, Merit and Diversity Policy, which can be located on Kogan.com’s Corporate Website.

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Kogan.com continues to recognise the importance of gender and cultural diversity with a commitment to ensuring
all representatives have equal opportunity through a merit based approach. The team are provided with a learning
and development budget, to further enhance their skill sets in their chosen fields.
Our people and our culture are at the heart of our business operations and a key ingredient in our success.

Our Values
Each team member is encouraged to work according to the Company’s core values, which ensure that we individually
and collectively maintain focus on putting our customers first, being honest with ourselves and each other and being
the pioneers of our industry to deliver on the Company’s long term growth strategy.

Put our customer first

Deliver on promises and delight customers. Win customers for life. Use your creativity, imagination and energy
to deliver value.

Have fun
Don’t take yourself too seriously. Be positive and work as a team. Treat others as you’d like to be treated.

Be honest
With yourself, customers & co‑workers. Confront the facts, even the hard ones. Think from first principles.

Pioneer
Experiment, fail fast, learn quickly, fix things quickly, and repeat. Embrace technology and change. Have an open mind
and don’t be afraid of a challenge. We’re changing the way people shop. There is always a better way – challenge the
status quo.

Do more with less

Do things in the most efficient way possible. Being frugal allows us to keep prices low for customers.

Keep it real
Focus on doing good, not looking good. Ensure merit‑based decisions by placing facts at the heart of your processes.
Concentrate on real life results and being objective. Always put health and safety first; nothing is more important.

Have high expectations

Work collaboratively, give your best in your work, and expect the same of the team.

Think long term

We’re creating customers for life and a company that’s built to last. Take the short term pain for a long term gain.

Step up
Do what it takes. Solve problems that need to be solved. Be a doer.

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kogan.com Annual Report 2023

Environmental, Social and Governance continued

Safety, Health and Wellbeing

The safety, health and wellbeing of the Kogan.com team are the Company’s top priorities. The Company takes all
measures necessary to ensure that its team is safe.
Since the beginning of the COVID‑19 pandemic, Kogan.com has supported a flexible work model for its team
members as well as providing all the necessary facilities to offer a productive and safe office environment.
The health and wellbeing, including mental health, of our team members is imperative. There are various health and
wellbeing related activities the team are encouraged to participate in including yoga, pilates, meditation, Kogan.com
Fitness Squad activities including marathons, fun runs, Corporate Games, team group social activities and team event
celebrations (onsite and virtual) to keep the team connected. In addition, all team members have access to the
Company’s independent and confidential Employee Assistance Program (EAP) if required.

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 kogan.com Annual Report 2023

Auditor’s Independence Declaration

Lead Auditor’s Independence Declaration under

Section 307C of the Corporations Act 2001
To the Directors of Kogan.com Ltd

I declare that, to the best of my knowledge and belief, in relation to the audit of Kogan.com Ltd for the
financial year ended 30 June 2023 there have been:
i. no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii. no contraventions of any applicable code of professional conduct in relation to the audit.

KPM_INI_01

KPMG Simon Dubois

Partner

Melbourne

28 September 2023

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International
Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the
independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.

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kogan.com Annual Report 2023

Financial Report

59 Consolidated Income Statement and Consolidated 93 SECTION 4: Group Structure

Statement of Other Comprehensive Income 93 4.1 Controlled Entities
60 Consolidated Statement of Financial Position 94 4.2 Deed of Cross Guarantee
94 4.3 Parent Entity Disclosures
61 Consolidated Statement of Changes in Equity
95 4.4 Related Parties
62 Consolidated Statement of Cash Flows
95 SECTION 5: Employee Reward and Recognition
63 Notes to the Financial Statements 95 5.1 Key Management Personnel Compensation
63 Basis Of Preparation 97 5.2 Incentive Plans
63 a. Principles of Consolidation
106 SECTION 6: Other
63 b. Uses of Judgements and Estimates 106 6.1 Subsequent Events
64 c. Common Control Transaction 106 6.2 Remuneration of Auditors
64 d. Functional and Presentation Currency 106 6.3 Commitments
64 e. New Accounting Standards and Interpretations 106 6.4 Contingent Liabilities
65 Segment Information 106 6.5 Company Information
65 a. Basis of segmentation
107 Directors’ Declaration
65 b. Segment information provided to the Board
108 Independent Auditor’s Report
66 SECTION 1: Business Performance
113 Shareholder Information
66 1.1 Revenue
67 1.2a Operating activities 116 Corporate Directory
67 1.2b Finance costs
67 1.3 Tax Balances
71 1.4 Notes to the Cash Flow Statement

71 SECTION 2: Operating Assets And Liabilities

71 2.1 Working Capital
75 2.2 Intangible Assets
79 2.3 Property, Plant and Equipment

81 SECTION 3: Capital Structure And Financing

81 3.1 Loans and Borrowings
82 3.2 Capital and Financial Risk Management
90 3.3.1 Issued Capital and Reserves
92 3.3.2 Dividends
92 3.4 Earnings per Share

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 kogan.com Annual Report 2023

Consolidated Income Statement and

Consolidated Statement of Other
Comprehensive Income
For the Year Ended 30 June 2023

CONSOLIDATED GROUP
2023 2022
Note $000’s $000’s
Revenue 1.1 489,494 718,504
Cost of sales 1.2a (352,931) (534,076)
Gross profit 136,563 184,428
Other Income – 5,129
Selling and distribution expenses (54,215) (79,217)
Warehouse expenses (13,549) (24,553)
Administrative expenses (103,073) (121,702)
Other expenses (2,072) (2,204)
Results from operating activities (36,346) (38,119)
Finance income 853 48
Finance costs 1.2b (2,660) (2,467)
Unrealised gain/(loss) 96 (2,170)
Net finance (cost) (1,711) (4,589)
(Loss) before income tax (38,057) (42,708)
Tax benefit 1.3 12,205 7,251
(Loss) after income tax (25,852) (35,457)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange gain/(loss) on translation of foreign operations 451 (809)
Other comprehensive income/(loss) for the year 451 (809)
Total comprehensive (loss) for the year (25,401) (36,266)

Basic earnings per Share 3.4a (0.24) (0.33)

Diluted earnings per Share 3.4b (0.23) (0.33)

The accompanying notes form part of these financial statements.

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kogan.com Annual Report 2023

Consolidated Statement
of Financial Position
As at 30 June 2023

CONSOLIDATED GROUP
2023 2022
Note $000’s $000’s
ASSETS
CURRENT ASSETS
Cash and cash equivalents 65,438 66,230
Trade and other receivables 2.1.2a 5,432 5,357
Inventories 2.1.1 68,158 159,898
Other financial assets 146 532
Prepayments and other assets 2.1.2b 2,928 2,785
Current tax assets 1.3 755 716
TOTAL CURRENT ASSETS 142,857 235,518
NON‑CURRENT ASSETS
Property, plant and equipment 2.3 17,214 24,642
Intangible assets 2.2 88,153 92,077
Deferred tax assets 1.3 25,834 8,073
TOTAL NON‑CURRENT ASSETS 131,201 124,792
TOTAL ASSETS 274,058 360,310
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 2.1.3a 61,429 83,021
Acquisition payables 2.1.3a 10,957 29,086
Lease liabilities 2.1.3b 7,532 7,670
Employee benefits 1,743 1,929
Provisions 2,862 2,072
Deferred income 2.1.3c 13,155 13,773
TOTAL CURRENT LIABILITIES 97,678 137,551
NON‑CURRENT LIABILITIES
Loans & borrowings 3.1 – 34,869
Lease liabilities 2.1.3b 8,200 14,993
Employee benefits 462 261
TOTAL NON‑CURRENT LIABILITIES 8,662 50,123
TOTAL LIABILITIES 106,340 187,674
NET ASSETS 167,718 172,636
EQUITY
Issued capital 3.3.1a 291,014 301,082
Merger reserve 3.3.1c (131,816) (131,816)
Other reserves 71,431 40,429
Accumulated losses (62,911) (37,059)
TOTAL EQUITY 167,718 172,636

The accompanying notes form part of the financial statements.

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 kogan.com Annual Report 2023

Consolidated Statement
of Changes in Equity
For the Year Ended 30 June 2023
CONSOLIDATED GROUP
Share-
based
Trans­ pay‑
Share Retained Merger lation ments Total
Capital earnings reserve reserve reserve Equity
Note $000 $000 $000 $000 $000 $000
Balance at 1 July 2021 299,186 (2,289) (131,816) (19) 15,667 180,729
Comprehensive income
Net loss after tax – (35,457) – – – (35,457)
Retained earnings relates to prior financial
years – 687 – – – 687
Other comprehensive expense – – – (809) – (809)
Total net loss and other comprehensive
expense for the year – (34,770) – (809) – (35,579)
Transactions with owners,
in their capacity as owners
Issue of Ordinary Shares under
performance plans 3.3.1b 1,021 – – – (1,021) –
Tax deduction for difference between
accounting expense and funds paid to
issue incentive plans 875 – – – – 875
Equity‑settled share‑based payments 5.2c – – – – 26,611 26,611
Total transactions with owners
and other transfers 1,896 – – – 25,590 27,486
Balance at 30 June 2022 301,082 (37,059) (131,816) (828) 41,257 172,636
Balance at 1 July 2022 301,082 (37,059) (131,816) (828) 41,257 172,636
Comprehensive income
Net loss after tax – (25,852) – – – (25,852)
Other comprehensive income – – – 451 – 451
Total net loss and other comprehensive
expense for the year – (25,852) – 451 – (25,401)
Transactions with owners,
in their capacity as owners
Issue of Ordinary Shares under
performance plans 3.3.1b 716 – – – (716) –
Tax deduction for difference between
accounting expense and funds paid to
issue incentive plans 3 – – – – 3
Equity‑settled share‑based payments 5.2c – – – – 31,267 31,267
Share buy‑back 3.3.1b (10,787) – – – – (10,787)
Total transactions with owners
and other transfers (10,068) – – – 30,551 20,483
Balance at 30 June 2023 291,014 (62,911) (131,816) (377) 71,808 167,718

The accompanying notes form part of the financial statements.

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kogan.com Annual Report 2023

Consolidated Statement of Cash Flows

For the Year Ended 30 June 2023

CONSOLIDATED GROUP
2023 2022
Note $000’s $000’s
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 509,930 744,950
Payments to suppliers and employees (432,295) (678,455)
Interest received 853 48
Finance costs paid (2,040) (1,733)
Income tax paid (5,591) (2,971)
Net cash provided by operating activities 1.4 70,857 61,839

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (404) (1,505)
Purchase of intangible assets (3,756) (4,054)
Disposal of intangible assets – 2,672
Disposal of financial assets 351 –
Business acquisition net of acquired cash 23 (14,243) (29,891)
Net cash (used in) investing activities (18,052) (32,778)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of loans & borrowings (36,033) (48,980)
Draw down on debt facility 1,033 5,000
Transaction costs on draw down facility – (9)
Payments for shares bought back (10,787) –
Repayment of lease liabilities (8,004) (10,252)
Net cash (used in) financing activities (53,791) (54,241)
Net (decrease) in cash held (986) (25,180)
Cash and cash equivalents at beginning of financial year 66,230 91,691
Effects of exchange rate changes on cash 194 (281)
Cash and cash equivalents at end of financial year 3.2 65,438 66,230

The accompanying notes form part of the financial statements.

23. FY22 relates to the payment of Mighty Ape Tranche 2. FY23 relates to the payment of Mighty Ape Tranche 3.

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 kogan.com Annual Report 2023

Notes to the Financial Statements

For the Year Ended 30 June 2023

BASIS OF PREPARATION
The financial report of Kogan.com Ltd and its controlled entities (“the Group”; “Kogan.com”) for the year ended
30 June 2023 was authorised for issue in accordance with a resolution of the Directors on 28 September 2023.
The Group is a for‑profit entity for financial reporting purposes under Australian Accounting Standards and the
nature of its operations and principal activities are described in the Director’s Report on page 28.
These General Purpose Financial Statements have been prepared in accordance with the Corporations Act 2001,
Australian Accounting Standards and Interpretations of the Australia Accounting Standards Board and International
Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
Accounting policies adopted in the preparation of these financial statements are presented below and have been
consistently applied unless stated otherwise.
The accounting policies applied in these financial statements are the same as those applied in the Group’s
consolidated financial statements as at and for the year ended 30 June 2022.
Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on
historical costs, modified, where applicable, by the measurement at fair value of financial assets and financial liabilities.
Kogan.com is a Company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191 and in accordance with that instrument, amounts in the Directors’ Report and the Financial
Report are rounded to the nearest thousand dollars, except where otherwise indicated.

a. Principles of Consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the Group, in line with
AASB 10 Consolidated Financial Statements. Subsidiaries are entities the parent controls. The parent controls an
entity when it’s exposed to, or has rights to, variable returns from the involvement with the entity and has the ability
to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 4.1.a.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group
from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the
date that the control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions
between group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed
and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

b. Uses of Judgements and Estimates

In preparing the financial report, management has made judgements, estimates and assumptions that affect the
application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised prospectively.
Estimates that have the most significant effect on the amounts recognised in the financial statements are:
• the provisions for warranties and sales returns, which are based on estimates from historical warranty and sales
returns data associated with similar products and services. The Group expects to incur most of the liability over
the next financial year.
• the assessment of the carrying value of non‑current assets, including intangible assets, which is based on
management’s assessment of the nature of the capitalised costs and their expected continued contribution
of economic benefit to the Group, having regard to actual and forecast performance and profitability.
• the provision for slow moving and obsolete inventory, which is based on estimates of net realisable value.
• the valuation of Goodwill, which is based on value in use calculations.
Key estimates and judgements have not changed from those disclosed in the Group financial report for the year
ended 30 June 2022.

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kogan.com Annual Report 2023

Notes to the Financial Statements continued

c. Common Control Transaction

On 6 July 2016 Kogan.com Ltd acquired control of Kogan Operations Holdings Pty Ltd and subsidiaries at book value
for consideration in preparation for the Initial Public Offering and the Group’s admission to the ASX on 7 July 2016
pursuant to a replacement prospectus dated 24 June 2016.

d. Functional and Presentation Currency

These consolidated financial statements are presented in Australian dollars, which is the Parent’s functional currency.

e. New Accounting Standards and Interpretations

In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the
Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current
annual reporting period. Their adoption has not had any material impact on the disclosures or on amounts reported
in these financial statements.
The following Standards and Interpretations are issued but not yet effective. The effects of adopting these
in the following financial years are not expected to be material:
(i) AASB 17 Insurance Contracts; AASB 2020-5 Amendments to Australian Accounting Standards – Insurance
Contracts and AASB 2022-01 Amendments to Australian Accounting Standards – Initial application of AASB17
and AASB 9 – Comparative Information; AASB 2022-8 Amendments to Australian Accounting Standards
– Insurance Contracts: Consequential Amendments (effective 1 January 2023);
(ii) AASB 2021‑2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and
Definition of Accounting Estimates (effective 1 January 2023);
(iii) AASB 2021‑5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities
arising from a Single Transaction (effective 1 January 2023);
(iv) AASB 2022‑7 Editorial Corrections to Australian Accounting Standards and Repeal of Superseded and
Redundant Standards (effective 1 January 2023);
(v) AASB 2020‑1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current
or Non‑current (effective 1 January 2024);
(vi) AASB 2022‑6 Amendments to Australian Accounting Standards – Non‑current Liabilities with Covenants
(effective 1 January 2024); and
(vii) AASB 2023-1 Amendments to Australian Accounting Standards – Supplier Finance Arrangements (effective
1 January 2024).

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 kogan.com Annual Report 2023

SEGMENT INFORMATION
a. Basis of segmentation
The Group has the following two operating divisions, Kogan.com and Mighty Ape. These operating divisions offer
different products and services and are managed separately because they require different product sourcing and
marketing strategies.
The Board considers the business primarily from an operating divisions perspective, and receives monthly reports
that allow them to make strategic decisions about resource allocation to each. On this basis, management has
identified the operating divisions as the Group’s two reporting segments.
The Board monitors the performance of these two segments separately. The Group does not operate under any
other operating division.

REPORTABLE SEGMENTS OPERATIONS

Kogan.com Online retailer and marketplace selling in‑house and third‑party brand household and
consumer electronics products, as well as providing services for telecommunication,
internet, insurance, home finances, utilities, vehicles and travel.
Mighty Ape Online specialist retailer of gaming and entertainment products.

b. Segment information provided to the Board

Information related to each reportable segment, split by primary geographical market, is set out below.
Segment Adjusted EBITDA is used to measure performance as management believes that this information
is the most relevant in evaluating the results of the respective segments relative to other entities that operate
in the same sectors.

REPORTABLE SEGMENT KOGAN.COM MIGHTY APE TOTAL

(New (New
(Australia) Zealand) (Australia) Zealand)
30 June 2023 $000’s $000’s $000’s $000’s $000’s
Segment revenue 300,816 33,882 14,845 139,951 489,494
Adjusted EBITDA (2,003) (226) 603 8,439 6,813
Finance income 751 – – 102 853
Finance costs (2,232) – – (428) (2,660)
Depreciation and amortisation (11,412) – – (5,172) (16,584)
Total Segment assets 204,178 23,836 1,536 44,508 274,058
Capital expenditure 3,850 – – 310 4,160
Total Segment liabilities 78,638 2,726 – 24,976 106,340

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kogan.com Annual Report 2023

Notes to the Financial Statements continued

REPORTABLE SEGMENT KOGAN.COM MIGHTY APE TOTAL

(New (New
(Australia) Zealand) (Australia) Zealand)
30 June 2022 $000’s $000’s $000’s $000’s $000’s
Segment revenue 523,020 32,054 21,875 141,555 718,504
Adjusted EBITDA 6,197 380 1,787 10,544 18,908
Finance income 45 – – 3 48
Finance costs (2,038) – – (429) (2,467)
Depreciation and amortisation (14,040) – – (5,163) (19,203)
Total Segment assets 310,005 7,995 3,714 38,596 360,310
Capital expenditure 4,585 – – 974 5,559
Total Segment liabilities 160,469 2,304 – 24,901 187,674

SECTION 1: Business Performance

1.1 Revenue
Sale of goods
Revenue is recognised when the Group satisfies its performance obligation by transferring a promised good to a
customer. When a performance obligation is satisfied, the Group recognises as revenue the amount of the transaction
price which excludes the associated costs and possible return of goods. Prior to these conditions being met, receipts
from the sale of the goods are recorded in deferred income. Revenue is measured net of returns, trade discounts
and volume rebates.
The majority of sales undertaken by Kogan.com are through the website, where payment is received upfront.
Kogan.com is an online‑only retailer. Each sale represents a separate identified contract with a customer for which
generally two performance obligations are expected: sales of goods and delivery revenue.
The timing of transfer of control varies depending on the individual terms of the sales agreement. For sale of goods,
transfer usually occurs upon dispatch of the goods, where control is contractually transferred to the customer.
A provision for warranties is recognised when the underlying products or services are sold, based on historical
warranty data and a specific review of warranty claims outstanding.
A provision for sales returns is recognised for the expected value of returns, based on historical sales return data
and a specific review of the profile of sales for the period and post period‑end.

Rendering of services
Revenue from the rendering of services is recognised when management has fulfilled its service obligations to the
Group’s customers, recovery of the consideration is probable, and the amount of revenue can be measured reliably.
Revenue is measured net of returns and trade discounts.
The timing of revenue recognition varies depending on the individual terms of the services agreement and the
contractual obligations of the Group.
Revenue from the rendering of services is deferred when a customer has paid up front but the Group has not yet
fulfilled its obligations to the customer, in line with the terms and conditions of sale.

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 kogan.com Annual Report 2023

2023 2022
$000 $000
Revenue
Sales revenue:
sale of goods24 419,992 651,561
rendering of services 40,474 46,318
Kogan FIRST membership 26,283 15,496
486,749 713,375
Other revenue:
marketing subsidies 1,627 4,223
other revenue 1,118 906
2,745 5,129
Total revenue 489,494 718,504

1.2a Operating activities

Expenses

2023 2022
$000 $000
Cost of sales 352,931 534,076
Employee benefit expense 67,051 85,475
Depreciation and amortisation expense 16,584 19,203

1.2b Finance costs

2023 2022
$000 $000
Realised foreign exchange losses 305 396
Finance costs on debt facilities 921 990
Interest Expense 610 781
Bank Fees 824 300
Total finance costs 2,660 2,467

1.3 Tax Balances

Income tax expense (income) for the year comprises current income tax expense (income) and deferred tax
expense (income).
Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities
(assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax assets and deferred tax liability balances during
the year as well as unused tax losses.

24. Includes associated delivery fee income.

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kogan.com Annual Report 2023

Notes to the Financial Statements continued

Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates
to items that are recognised outside profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled and their measurement also reflects the manner in which management
expects to recover or settle the carrying amount of the related assets or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Deferred tax assets and liabilities are offset where: (i) a legally enforceable right of set‑off exists; and (ii) the deferred
tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the
respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liability
are expected to be recovered or settled.

CONSOLIDATED GROUP
2023 2022
$000 $000
The components of tax (benefit)/expense comprise:
Current Tax 3,702 4,694
Deferred Tax (17,761) (11,855)
Under/(Over) provision in respect of prior year 1,854 (90)
Income tax (benefit) attributable to the Group (12,205) (7,251)
The prima facie tax on (loss)/profit from ordinary activities before income tax is
reconciled to income tax as follows:
Prima facie tax on (loss)/profit from ordinary activities before income tax at 30% (2022: 30%):
• Consolidated Group (11,417) (12,812)
• Effect of expenses that are not deductible in determining taxable profit 119 393
• Effect of revaluations that are not deductible in determining taxable profit (569) 569
• Effect of other deductibles in determining taxable profit 95 (454)
• Effect of other non‑allowable items (Mighty Ape Tranche 3 & 4) (1,166) 5,114
• Effect of capital loss on disposal of Wonderfi shares 623 –
• Effect of prior year losses recognised in current tax (1,842) –
• Effect of variations in tax rates of foreign controlled entities (134) (193)
• Under/(Over) provision in respect of prior year 1,854 (90)
• Other 232 222
Income tax (benefit) attributable to the Group (12,205) (7,251)
The applicable weighted average effective tax rates are as follows: 32% 17%

The Group’s consolidated effective tax rate for the 12 months ended 30 June was 32% (for the 12 months ended
30 June 2022: 17%). The effective tax rate is impacted by the difference in accounting versus tax treatment of the
Mighty Ape Tranche 4 payment. For Australian income tax purposes, amounts paid for the acquisition of Mighty Ape
shares are considered as capital in nature and are therefore non‑deductible, rather increasing the tax cost base of the
shares. No deferred tax asset is recognised due to it being probable that the temporary difference will not reverse in
the foreseeable future.

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 kogan.com Annual Report 2023

Effective tax is impacted by the differences between when an amount of revenue or expense is recognised for
accounting purposes and when income and deductions are recognised under the tax laws.

CONSOLIDATED GROUP
2023 2022
$000 $000
Current and deferred tax balances
Assets
CURRENT
Current tax asset 755 716
Deferred tax asset 25,834 8,073
Total 26,589 8,789

Movements in deferred tax balances

2023 BALANCE AT 30 JUNE

Recog­ Recog­
Net nised in Recog­ nised Deferred Deferred
balance Under/ profit or nised in directly Acqui­ tax tax
$000 at 1 July Over loss OCI to equity sitions Other Net assets liabilities
Property, plant
& equipment (5,256) – 1,765 – – – – (3,491) 55 (3,546)
Intangible assets (10,832) – 1,207 – – – – (9,625) 256 (9,880)
Financial assets – – (29) – – – – (29) – (29)
Employee benefits 828 – (17) – – – – 811 811 –
Provisions 3,001 – (935) – – – – 2,066 2,066 –
Deferred Income 86 – (86) – – – – (0) – –
Lease Liability 4,419 – (1,901) – – – – 2,518 2,518 –
Other items 825 – (332) – – – – 493 493 –
Share‑based
payments reserve 12,377 – 9,165 – – – – 21,542 21,542 –
Tax losses
carried forward 2,625 – 8,924 – – – – 11,549 11,549 –
Tax assets
(liabilities)
before set-off 8,073 – 17,761 – – – – 25,834 39,290 (13,456)
Set-off of tax – (13,456) 13,456
Net tax assets
(liabilities) 25,834 25,834 –

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kogan.com Annual Report 2023

Notes to the Financial Statements continued

2022 BALANCE AT 30 JUNE

Recog­ Recog­
Net nised in Recog­ nised Deferred Deferred
balance Under/ profit or nised in directly Acqui­ tax tax
$000 at 1 July Over loss OCI to equity sitions Other Net assets liabilities
Property, plant
& equipment (1,855) – (3,401) – – – – (5,256) – (5,256)
Intangible assets (13,696) – 2,864 – – – – (10,832) – (10,832)
Financial assets (76) – 76 – – – – – – –
Employee benefits 619 – 209 – – – – 828 828 –
Provisions 2,182 – 819 – – – – 3,001 3,001 –
Deferred Income 172 – (86) – – – – 86 198 (112)
Lease Liability 2,963 – 1,456 – – – – 4,419 4,419 –
Other items 1,079 – (254) – – – – 825 825 –
Share‑based
payments reserve 4,700 – 7,677 – – – – 12,377 12,377 –
Tax losses
carried forward 166 – 2,754 – (295) – – 2,625 2,625 –
Tax assets
(liabilities)
before set-off (3,746) – 12,114 – (295) – – 8,073 24,273 (16,200)
Set-off of tax – (16,200) 16,200
Net tax assets
(liabilities) 8,073 8,073 –

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1.4 Notes to the Cash Flow Statement

CONSOLIDATED GROUP
2023 2022
$000’s $000’s
Reconciliation of Cash Flows from Operating Activities with Loss after Income Tax
(Loss) after income tax (25,852) (35,457)
Non‑cash flows in profit:
• depreciation & amortisation 16,584 19,203
• provision for aged and slow‑moving stock (3,632) 4,934
• Mighty Ape Tranche 3 & 4 Accrual (3,885) 17,047
• issue of Performance Rights and Shares 31,267 26,611
• unrealised (gain)/loss on financial instruments (96) 2,170
• income tax (benefit)/expense (12,205) (7,251)
• other 101 (71)
Changes in assets and liabilities:
• (increase) in trade and term receivables (1,063) (5,138)
• (increase) in prepayments and other assets (139) (483)
• decrease in inventories 95,919 62,108
• (decrease) in trade payables and accruals (20,709) (19,783)
• (decrease)/increase in deferred income (647) 1,925
• increase/(decrease) in provisions 805 (1,005)
• tax paid (5,591) (2,971)
Cash flows from operating activities 70,857 61,839

SECTION 2: Operating Assets And Liabilities

2.1 Working Capital
2.1.1 Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the
weighted average cost principle and includes all direct costs attributable to purchase, such as freight and insurance.

CONSOLIDATED GROUP
2023 2022
$000 $000
CURRENT
Inventory in transit 7,553 21,982
Inventory on hand 60,605 137,916
Total inventories 68,158 159,898

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Notes to the Financial Statements continued

In 2023, inventories of $353 million (2022: $534 million) were recognised as an expense during the year and included
in ‘cost of sales’.
In addition, inventories have been reduced by $3.9 million (2022: $7.5 million) as a result of the write‑down to net
realisable value. This write‑down was recognised as an expense during the year.

2.1.2a Trade and other receivables

Trade and other receivables include amounts due from customers for goods sold and services performed in the
ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period
are classified as current assets.
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method, less any provision for impairment.

CONSOLIDATED GROUP
2023 2022
$000 $000
CURRENT
Trade receivables 4,422 4,434
Other receivables 1,010 923
Total trade and other receivables 5,432 5,357

Credit risk
The Group has no significant concentration of credit risk with respect of any single counterparty or group of
counterparties other than those receivables specifically provided for and mentioned within Note 3.2. The class of
assets described as “trade and other receivables” is considered to be the main source of credit risk related to the
Group.
On a geographical basis, the Group has significant credit risk exposures in Australia given the substantial operations
in this region. The Group’s exposure to credit risk for receivables at the end of the reporting period in those regions
is as follows:

CONSOLIDATED GROUP
2023 2022
AUD $000 $000
Australia 4,834 4,941
New Zealand 598 416
5,432 5,357

The following table details the Group’s trade and other receivables exposed to credit risk with ageing analysis
and impairment provided for thereon. Amounts are considered as “past due” when the debt has not been settled,
within the terms and conditions agreed between the Group and the customer or counterparty to the transactions.
Receivables that are past due are assessed for impairment by ascertaining solvency of the debtors and are provided
for where there are specific circumstances indicating that the debt may not be fully repaid to the Group.
The balance of receivables that remain within initial trade terms (as detailed in the table) is considered to be
of high credit quality.

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PAST DUE BUT NOT IMPAIRED

(DAYS OVERDUE)
Past Due
Gross and
Amount Impaired < 30 31‑60 61‑90 > 90
$000 $000 $000 $000 $000 $000
2023
Trade and term receivables 4,422 – 3,962 165 68 227
Other receivables 1,010 – 1,010 – – –
Total 5,432 – 4,972 165 68 227
2022
Trade and term receivables 4,434 – 4,311 53 23 47
Other receivables 923 – 923 – – –
Total 5,357 – 5,234 53 23 47

2.1.2b Prepayments and Other Current Assets

CONSOLIDATED GROUP
2023 2022
$000 $000
CURRENT
Prepayments 2,681 2,538
Rental bond 247 247
Total prepayments and other assets 2,928 2,785

2.1.3a Trade and other payables

Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at
the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within
45 days of recognition of the liability.

CONSOLIDATED GROUP
2023 2022
$000 $000
CURRENT
Trade payables 40,924 59,643
Other payables 20,505 23,378
Total Trade and other payables 61,429 83,021
CURRENT
Mighty Ape Tranche 3 – 14,804
Mighty Ape Tranche 4 10,957 14,282
Total Acquisition payables 10,957 29,086

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Notes to the Financial Statements continued

Mighty Ape – acquisition‑related remuneration

Mighty Ape acquisition related remuneration refers to the provision for the likely payment of Mighty Ape Tranche 4
purchase price instalments as part of the Sale Agreement, which are contingent on the Mighty Ape Founder & former
CFO, Simon Barton, remaining with the Business until 31 March 2023. The remaining payable balance as at 30 June 2023
will be paid after the delivery of the audited financial year 2023 results.
In line with accounting standards, the Tranche 4 payment has been considered as compensation for post‑combination
services, and as such, treated as employee remuneration for accounting purposes. The Group has proportionately
accounted for these expenses up until 31 March 2023.

2.1.3b Lease liability
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group
assesses whether:
• The contract involves the use of an identified asset – this may be specified explicitly, and should be physically,
or represent substantially, all the capacity of a physically distinct asset. If the supplier has a substantive
substitution right, then the asset is not identified;
• The Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout
the period of use; and
• The Group has the right to direct the use of asset. The Group has this right when it has the decision‑making rights
that are most relevant to determining how and for what purpose the asset is used. In rare cases where all the
decisions about how and for what purpose the asset is used are predetermined, the Group has the right to direct
the use of the asset if either;
• The Group has the right to operate the asset; or
• The Group designed the asset in a way that predetermines how and for what purpose it will be used.

As a lessee
The Group recognises a right‑of‑use asset and a lease liability at the lease commencement date. The right‑of‑use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs
to dismantle and remove the underlying asset or to restore the underlying asset, less any lease incentives received.
The right‑of‑use asset is subsequently depreciated using the straight‑line method from the commencement date
to the earlier of the end of the useful life of the right‑of‑use or the end of the lease term. The estimated useful lives
of the right‑of‑use assets are determined on the same basis as those property, plant and equipment. In addition,
the right‑of‑use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s
incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise:
• fixed payments, including in‑substance fixed payments;
• amounts expected to be payable under a residual guarantee; and
• lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option,
and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

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The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there
is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s
estimate of the amount expected to be payable under a residual value guarantee or if the Group changes its
assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount
of the right‑of‑use asset, or is recorded in profit or loss if the carrying amount of the right‑of‑use asset has been
reduced to zero.
The Group presents right‑of‑use assets that do not meet the definition of investment property in ‘property, plant and
equipment’ and lease liabilities separately in the statement of financial position. As at 30 June 2023, the net carrying
amount of the right‑of‑use asset is $15.1 million (2022: $22.1 million), please refer to note 2.3.
The lease liability as of 30 June 2023 is presented below:

Lease liability – Maturity analysis

2023 2022
Maturity analysis – contractual undiscounted cash flows $000 $000
Less than one year 8,810 8,795
One to five years 8,642 14,252
More than five years – 942
Total undiscounted lease liabilities as at 30 June 17,452 23,989
Lease liabilities included in the statement of financial position as at 30 June 15,732 22,663
Current 7,532 7,670
Non‑current 8,200 14,993

2.1.3c Deferred Income

Deferred Income relates to receipts from the sale of the goods which have not been dispatched, unfulfilled services
to be performed under the Group’s Kogan FIRST and Primate loyalty programs and advertising fees received upfront
with the obligation to be fulfilled in a future period as per the agreement.

2023 2022
$000 $000
CURRENT
Deferred Income 13,155 13,773
Total Deferred Income 13,155 13,773

2.2 Intangible Assets

(i) Website development and software costs
Website development and software costs are measured at cost less any accumulated amortisation and accumulated
impairment losses. Such development costs are only capitalised if they can be reliably measured, the process is
technically and commercially feasible, future economic benefits are probable, and the Group has sufficient resources
to complete development.

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Notes to the Financial Statements continued

(ii) Intellectual property

Acquired intellectual property, including customer lists, which enable direct marketing of products and services,
are capitalised to the extent it is probable that expected future economic benefits attributable to the asset will flow
to the entity, and the cost can be reliably measured.

(iii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific
asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands,
is recognised in profit or loss as incurred.

(iv) Amortisation
Amortisation is calculated to write‑off the cost of intangible assets less their estimated residual values using
the straight‑line method over their estimated useful lives and is generally recognised in the Statement of
Comprehensive Income.
Intangibles that are considered to have indefinite useful lives are not subject to amortisation.
The estimated useful lives for the current and comparative periods are as follows:

Patents and trademarks – general 2.5 years

Patents and trademarks – Matt Blatt 10.0 years
Website development costs 2.5 years
Software costs 2.5 years
Intellectual property 2.0 years
Brand Names 10.0 – 15.0 years

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted,
if appropriate.

(v) Impairment of Assets

At each reporting date, the Group reviews the carrying amounts of its non‑financial assets (other than inventories
and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists,
then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or Cash Generating Units (CGU).
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.
Value in use is based on the estimated future cash flows, discounted to their present value using a pre‑tax discount
rate that reflects current marketing assessments of the time value of money and the risks specific to the asset
or CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognised in the Statement of Comprehensive Income. They are allocated to reduce the
carrying amount of assets in the CGU on a pro‑rata basis only if Goodwill has been fully impaired. An impairment
loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

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(vi) Impairment testing for Goodwill

Goodwill arising on the acquisition of Mighty Ape in New Zealand of $46.3 million, has been allocated to the
Mighty Ape Cash Generating Unit (“CGU”) based on its expected earnings contribution to the Group arising from
the acquisition.
The recoverable amount of the Mighty Ape CGU has been determined based on a value in use calculation using cash
flow projections over a 5‑year period based on financial budgets approved by the Group’s Board for FY24 together
with detailed management forecasts for future years. The projected cash flows have been updated to reflect current
economic forecasts and business growth opportunities.
The Group performed its annual impairment test applying the following key assumptions:

In percent FY23 FY22

Discount rate (post tax) 14.8 11.2
Terminal growth rate 2.0 2.0
EBITDA growth rate – 4 year CAGR2 29.7 14.2

The increase in EBITDA growth rate is a result of the expected growth of the Mighty Ape Primate loyalty program
and launch of a new Vertical in New Zealand in FY24, in addition to a number of other initiatives.
The calculation of value in use for the Might Ape CGU is most sensitive to the following assumptions:
• Discount rates – based on Mighty Ape’s weighted average costs of capital (WACC). The discount rate was a
post‑tax measure estimated based on the average rates of return required by providers of debt and equity capital
to compensate for the time value of money and the perceived risk or uncertainty of the cashflow, weighted in the
proportion to the market value of the debt and equity capital provided.
• EBITDA growth – reflects Mighty Ape’s forecasted operating and financial performance based on past experience,
improvements from efficiencies and market factors such as forecast growth in the New Zealand online retail industry.
The estimated recoverable amount of the Mighty Ape CGU exceeded its carrying amount by $19.5 million
(2022: $53.2 million). Management has identified that a reasonably possible change in the key assumptions identified
above for financial year 2023 could cause the carrying amount to exceed the recoverable amount.
The following table shows the amount by which these two assumptions would need to change individually for the
estimated recoverable amount to be equal to the carrying amount.

Increase/(Decrease) in percent FY23

Discount rate (post tax) 2.2
EBITDA growth rate – 4 year CAGR 2
(6.4)

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Notes to the Financial Statements continued

CONSOLIDATED GROUP
2023 2022
$000 $000
Patents and trademarks:
Cost 45,595 45,522
Accumulated amortisation (9,580) (6,331)
Net carrying amount 36,015 39,191
Website development costs:
Cost 16,935 13,792
Accumulated amortisation (11,861) (8,791)
Net carrying amount 5,074 5,001
Software costs:
Cost 1,288 1,284
Accumulated amortisation (1,236) (1,096)
Net carrying amount 52 188
Intellectual property:
Cost 23,770 23,233
Accumulated amortisation (23,069) (21,847)
Net carrying amount 701 1,386
Goodwill:
Cost 46,311 46,311
Accumulated amortisation – –
Net carrying amount 46,311 46,311
Total intangibles 88,153 92,077

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Website
Patents and develop‑ Software Intellectual
trademarks ment costs costs property Goodwill Total
$000 $000 $000 $000 $000 $000
Consolidated Group:
Year ended 30 June 2022
Balance at the beginning
of the year 42,613 4,477 214 1,874 45,920 95,098
Additions 200 2,691 130 1,305 391 4,717
Disposals (294) – – – – (294)
Amortisation (3,320) (2,168) (156) (1,793) – (7,436)
Foreign Currency exchange
differences (8) – – – – (8)
Closing value at 30 June 2022 39,191 5,001 188 1,386 46,311 92,077
Year ended 30 June 2023
Balance at the beginning
of the year 39,191 5,001 188 1,386 46,311 92,077
Additions 73 3,142 4 537 – 3,756
Disposals – – – – – –
Amortisation (3,247) (3,069) (140) (1,222) – (7,678)
Foreign Currency exchange
differences (2) – – – – (2)
Closing value at 30 June 2023 36,015 5,074 52 701 46,311 88,153

2.3 Property, Plant and Equipment

Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation
and impairment losses.
Property, plant and equipment is measured on a cost basis and therefore carried at cost less accumulated depreciation
and any accumulated impairment losses. In the event the carrying amount of property, plant and equipment is greater
than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable
amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment
losses relate to a revalued asset. A formal assessment of the recoverable amount is made when impairment indicators
are present.
The carrying amount of property, plant and equipment is reviewed annually by management to ensure it is not in
excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected
net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash
flows have been discounted to their present values in determining recoverable amounts.
The cost of fixed assets constructed within the Group includes the cost of materials, direct labour, borrowing costs
and an appropriate proportion of fixed and variable overheads.

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Notes to the Financial Statements continued

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in the Statement
of Comprehensive Income during the financial period in which they are incurred.

Depreciation
The depreciable amount of all fixed assets purchased is depreciated on a straight‑line basis over the asset’s useful life
to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated
over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:

Depreciation
Class of Fixed Asset Rates
Computer equipment (straight‑line basis) 67%
Office equipment (straight‑line basis) 14%‑20%
Leasehold improvements 20%

Class of Fixed Asset Lease Term

Right of use asset 2‑10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and
losses are recognised in the Statement of Comprehensive Income in the period in which they arise.

CONSOLIDATED GROUP
2023 2022
$000 $000
Equipment & Vehicles:
Cost 5,089 4,961
Accumulated depreciation (3,006) (2,410)
Net carrying amount 2,083 2,551
Leasehold improvements:
Cost 40 40
Accumulated depreciation (39) (36)
Net carrying amount 1 4
Right‑of‑use asset:
Cost 40,778 39,416
Accumulated depreciation (25,648) (17,329)
Net carrying amount 15,130 22,087
Total property, plant and equipment 17,214 24,642

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Movements in carrying amounts

Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the
end of the current financial year:

Leasehold
Equipment & improve‑ Right‑of‑use
Vehicles ments asset Total
$000 $000 $000 $000
Consolidated Group:
Year ended 30 June 2022
Balance at the beginning of the year 1,942 7 15,719 17,668
Additions 1,350 – 17,594 18,944
Additions through acquisition of entities (665) (3) (11,016) (11,684)
Depreciation Expense (76) – (210) (286)
Closing value at 30 June 2022 2,551 4 22,087 24,642
Year ended 30 June 2023
Balance at the beginning of the year 2,551 4 22,087 24,642
Additions 404 – 1,363 1,767
Disposals (277) – – (277)
Depreciation Expense (601) (3) (8,220) (8,824)
Foreign Currency exchange differences 6 – (100) (94)
Closing value at 30 June 2023 2,083 1 15,130 17,214

SECTION 3: Capital Structure And Financing

3.1 Loans and Borrowings

CONSOLIDATED GROUP
2023 2022
$000 $000
NON‑CURRENT
Trade Advance – 35,000
Amortised borrowing costs – (131)
Net carrying amount – 34,869

The Group’s interest bearing loans and borrowings have been measured at amortised cost.

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Notes to the Financial Statements continued

Debt Facilities
The group has multiple debt facilities, referring to loans and borrowings in the balance sheet. The tables below set out
the various structures of the debt facilities for Kogan.com and Mighty Ape as at balance dates.

KOGAN MIGHTY APE

2023 2022 2023 2022
$000 $000 $000 $000
Debt Facility AUD AUD Debt Facility NZD NZD
Multi‑option facility 35,000 55,000 Overdraft facility 1,500 1,500
Additional debt facility – – Trade finance facility 6,000 6,000
Total Debt Facility 35,000 55,000 Total Debt Facility 7,500 7,500

For details relating to the amounts drawn down against these facilities, please refer to the table below. Mighty Ape
drawn down amount is nil for the financial year ended 30 June 2023 (FY22: Nil).

CONSOLIDATED GROUP
2023 2022
$000 $000
Reconciliation of liabilities arising from financing activities AUD AUD
Opening loans & borrowings 34,869 78,699
Draw down of loans & borrowings 1,033 5,000
Repayment of loans & borrowings (36,033) (48,980)
Amortisation of borrowing costs 131 72
Foreign currency exchange differences – 78
Balance at 30 June – 34,869

3.2 Capital and Financial Risk Management

The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, short‑term
investments and payable derivatives.

Financial risk management policies

The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets, while minimising
potential adverse effects on financial performance. This includes the review of the use of hedging derivative instruments,
credit risk policies and future cash flow requirements.

Specific financial risk exposures and management

The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk, and market risk
consisting of interest rate risk and foreign currency risk. There have been no substantive changes in the types of risks
the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or
measuring the risks from the previous period.

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Credit risk
Exposure to credit risk relating to financial assets arises from the potential non‑performance by counterparties
of contract obligations that could lead to a financial loss to the Group.
Credit risk is managed through internal procedures (such as the utilisation of systems for the approval, granting and
renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability
of significant customers and counterparties), ensuring to the extent possible, that customers and counterparties to
transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating,
or in entities that the Board has otherwise assessed as being financially sound. Where the Group is unable to ascertain
a satisfactory credit risk profile in relation to a customer or counterparty, the risk may be further managed through
title retention clauses over goods or obtaining security by way of personal or commercial guarantees over assets
of sufficient value which can be claimed against in the event of any default.

Credit risk exposures

The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period
excluding the value of any collateral or other security held, is equivalent to the carrying amount and classification
of those financial assets (net of any provisions) as presented in the Statement of Financial Position. Credit risk also
arises through the provision of financial guarantees, as approved at Board level, given to parties’ security liabilities
of certain subsidiaries.
The Group has no significant concentrations of credit risk with any single counterparty or group of counterparties.
However, the Group has significant credit risk exposures to Australia given the substantial operations in this region.
Details with respect to credit risk of trade and other receivables are provided in Note 2.1.2a. The Group’s exposure
to credit risk is minimised given a significant portion of sales are paid for at the time purchase.
Management has assessed that trade and other receivables are either not past due or are considered to be of good
credit rating. Aggregates of such amounts are detailed in Note 2.1.2a.

Cash and cash equivalents

Credit and risk related to balances with banks and other financial institutions is managed by management.
The Group held cash and cash equivalents of $65.4 million as at 30 June 2023 and $66.2 million as at the end of
30 June 2022. The cash and cash equivalents are held with bank and financial institution counterparties, which are
rated A to AA–, based on Standard & Poor’s ratings.
Impairment of cash and cash equivalents has been measured on a 12‑month expected loss basis and reflects the
short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based
on the external credit ratings of the counterparties.
The Group uses a similar approach for assessment of expected credit losses (ECLs) for cash and cash equivalents
to those used for debt securities.
No impairment allowance was recognised during FY23 (FY22: Nil).

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Notes to the Financial Statements continued

Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms:
• preparing forward‑looking cash flow analysis in relation to its operating, investing and financing activities;
• using derivatives that are only traded in highly liquid markets;
• monitoring undrawn credit facilities;
• maintaining a reputable credit profile;
• managing credit risk related to financial assets; and
• only investing surplus cash with major financial institutions.
The table below reflects an undiscounted contractual maturity analysis for financial liabilities.
Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation.
Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle
financial liabilities reflects the earliest contractual settlement dates.

Financial liability and financial asset maturity analysis

WITHIN 1 YEAR 1 TO 5 YEARS OVER 5 YEARS TOTAL

2023 2022 2023 2022 2023 2022 2023 2022
Consolidated Group Note $000 $000 $000 $000 $000 $000 $000 $000
Financial liabilities
due for payment
Trade and other
payables 2.1.3a (61,429) (83,021) – – – – (61,429) (83,021)
Acquisition payables (10,957) (29,086) – – – – (10,957) (29,086)
Lease liabilities 2.1.3b (7,532) (7,670) (7,934) (13,804) (266) (1,189) (15,732) (22,663)
Loan & borrowings 3.1 – – – (34,869) – – – (34,869)
Financial liabilities – – – – – – – –
Total Expected
outflows (79,918) (119,777) (7,934) (48,673) (266) (1,189) (88,118) (169,639)
Financial assets
– cash flows
realisable
Cash and cash
equivalents 65,438 66,230 – – – – 65,438 66,230
Trade and other
receivables 2.1.2a 5,432 5,357 – – – – 5,432 5,357
Other financial assets 146 532 – – – – 146 532
Total anticipated
inflows 71,016 72,119 – – – – 71,016 72,119
Net (Outflow)/inflow
on financial
instruments (8,902) (47,658) (7,934) (48,673) (266) (1,189) (17,102) (97,520)

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Market risk
a. Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting
period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial
instruments. The Group is also exposed to earnings volatility on floating rate instruments.
The financial instruments that primarily expose the Group to interest rate risk are borrowings and cash and cash equivalents.

b. Foreign exchange risk

Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating
due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are
other than the functional currency of the Group.
With instruments being held by overseas operations, fluctuations in the US dollar may impact on the Group’s financial
results unless those exposures are appropriately hedged.

Foreign currency transactions

Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars,
which is the parent entity’s functional currency.

Foreign exchange forward contracts

The Group has open foreign exchange forward contracts at the end of the reporting period relating to highly probable
forecast transactions and recognised financial assets and financial liabilities. These contracts commit the Group to
buy and sell specified amounts of foreign currencies in the future at specified exchange rates. It is the Group’s policy
to manage pricing of its products (with exception of ageing and obsolete inventory) according to specified target
Gross Margins, rather than to sacrifice Gross Margin to drive sales volumes. In an environment where the Australian
dollar may be declining, in particular, relative to the United States dollar, the Group’s ability to price Third‑Party branded
international products competitively in comparison with other Australian retailers deteriorates (to the extent that
those retailers have not adjusted retail prices). As a result, lower volumes of Third‑Party branded international
products are generally sold during periods of sharp decline in the Australian dollar, leading to lower revenues in that
product segment. The reverse occurs in periods in which there is a sharp increase in the Australian dollar, while there
has historically been neutral revenue impact in periods in which the currency is relatively stable, whether that is at
high or low levels.
The following table summarises the notional amounts of the Group’s commitments in relation to foreign exchange
forward contracts. The notional amounts do not represent amounts exchanged by the transaction counterparties
and are therefore not a measure of the exposure of the Group through the use of the contracts.

AVERAGE EXCHANGE
NOTIONAL AMOUNTS RATE
2023 2022 2023 2022
Consolidated Group $000 $000 $ $
Buy USD/sell AUD
Settlement – less than 6 months 16,373 (0) 0.67 0.69
– 6 months to 1 year – – – –

The fair value of foreign exchange contracts at 30 June 2023 totalled $96,476 (2022: ($170))

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Notes to the Financial Statements continued

Sensitivity analysis
The following table illustrates sensitivities to the Group’s exposures to changes in exchange rates. The table indicates
the impact of how profit and equity values reported at the end of the reporting period would have been affected by
changes in the relevant risk variable that management considers to be reasonably possible.
These sensitivities assume that the movement in a particular variable is independent of other variables.

CONSOLIDATED GROUP
Profit Equity
$000 $000
Year ended 30 June 2023
+/-10bps in foreign exchange rates 16 16
Year ended 30 June 2022
+/-10bps in foreign exchange rates – –

The Group, through its hedging of foreign exchange using forward contracts, reduces its exposure to foreign
exchange risk by locking in the exchange rate with the bank on deal date. Any movement in interest rates has
been deemed to be immaterial.

Fair values
The Group measures some of its assets and liabilities at fair value on either a recurring or non‑recurring basis,
depending on the requirements of the applicable Accounting Standards.

Fair value estimation

The carrying value of financial assets and financial liabilities are not materially different to their fair values.

Financial Instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions
to the instrument. For financial assets, this is equivalent to the date that the entity commits itself to either the
purchase or sale of the asset (i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified
“at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately.

Classification and subsequent measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method,
or cost.
Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at
initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative
amortisation of the difference between that initial amount and the maturity amount calculated using the effective
interest method.

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The effective interest method is used to allocate interest income or interest expense over the relevant period
and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction
costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the
contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability.
Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a
consequential recognition of an income or expense item in profit or loss.
The Group does not designate any interests in subsidiaries, associates, or joint ventures as being subject to the
requirements of Accounting Standards specifically applicable to financial instruments.
Financial assets and financial liabilities at fair value through profit or loss (FVTPL) are initially recognised at fair value
and thereafter carried at fair value.

a. Financial assets at amortised cost

Financial assets at amortised cost are non‑derivative financial assets with fixed or determinable payments that
are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised
in profit or loss through the amortisation process and when the financial asset is derecognised.

b. Financial assets/financial liabilities at fair value through profit or loss

Financial assets/financial liabilities relating to foreign exchange forward contracts are measured at fair value and
fair value changes are recognised in profit or loss.

c. Financial liabilities at amortised cost

Non‑derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost.
Gains or losses are recognised in profit or loss when the financial liability is derecognised.

Derivative instruments
The Group enters into forward contracts to manage the cash flow risk attached to inventory purchased in foreign
currency. The Group has elected not to adopt hedge accounting, with any period movements in the fair value
of the derivative contract taken to the income statement.

Impairment
The Group recognises loss allowances for (ECL) on:
• financial assets measured at amortised cost;
• financial assets measured at FVTPL.
The Group measured loss allowances at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and
when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the
Group’s historical experience and informed credit assessment and including forward looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.
The Group considers a financial asset to be in default when:
• the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions; or
• the financial asset is more than 90 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12‑month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the
reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

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Notes to the Financial Statements continued

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group
is exposed to credit risk.

Measurement of ECLs
ECLs are a probability‑weighted estimate of credit losses. Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash
flows that the Group expects to receive).
ECLs are discounted at the effective interest rate of the financial asset.

Credit‑impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost and financial assets
at FVTPL are credit‑impaired. A financial asset is ‘credit‑impaired’ when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit‑impaired includes the following observable data:
• significant financial difficulty of the borrower or issuer;
• a breach of contract such as a default or being more than 90 days past due;
• the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
• it is probable that the borrower will enter bankruptcy or other financial reorganisation; or
• the disappearance of an active market for a security because of financial difficulties.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount
of the assets.
For financial assets at FVTPL, the loss allowance is charged to profit or loss.

Write‑off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of
recovering a financial asset in its entirety or a portion thereof. For individual customers, the Group has a policy of
writing off the gross carrying amount when the financial asset is 180 days past due based on historical experience
of recoveries of similar assets. For corporate customers, the Group individually makes an assessment with respect
to the timing and amount of write‑off based on whether there is a reasonable expectation of recovery. The Group
expects no significant recovery from the amount written off. However, financial assets that are written off could still
be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

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The Group holds the following financial assets and financial liabilities at reporting date:

CONSOLIDATED GROUP
2023 2022
Note $000 $000
Financial assets
Cash and cash equivalents 65,438 66,230
Trade and other receivables 5,432 5,357
Foreign exchange forward contracts 96 532
Other financial assets 50 –
Total financial assets 71,016 72,119
Financial liabilities
Financial liabilities at amortised cost:
Trade and other payables 61,429 83,021
Loans & borrowings – 34,869
Acquisitions payable – current 10,957 29,086
Lease liability – current 7,532 7,670
Lease liability – non‑current 8,200 14,993
Total financial liabilities 88,118 169,639

Fair value measurements

The Group measures and recognises the following assets and liabilities at fair value on a recurring basis after
initial recognition:
• cash and cash equivalents;
• foreign exchange forward contracts; and
• shares investment in Bitbuy entity.
The Group does not subsequently measure any liabilities at fair value on a non‑recurring basis.

a. Fair value hierarchy

AASB 9 Financial Instruments requires the disclosure of fair value information by level of the fair value hierarchy,
which categorises fair value measurements into one of three possible levels based on the lowest level that an input
that is significant to the measurement can be categorised into as follows:

Level 1 Level 2 Level 3

Measurements based on quoted Measurements based on inputs Measurements based on
prices (unadjusted) in active other than quoted prices included unobservable inputs for
markets for identical assets in Level 1 that are observable for the asset or liability.
or liabilities that the entity can the asset or liability, either directly
access at the measurement date. or indirectly.

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Notes to the Financial Statements continued

Cash & cash equivalents and shares are Level 1 measurements, whilst foreign exchange contracts are Level 2.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more
valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.
If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one
or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.
The table below sets out the fair value of foreign exchange contracts and the shares as at 30 June 2023.
This represented the amount ‘in/(out) of the money’ on financial instruments as at the reporting dates.

CONSOLIDATED GROUP
2023 2022
Fair Value $000 $000
Foreign exchange contracts 96 –
Shares investment in Bitbuy entity25 – 532

b. Disclosed fair value measurements

The carrying amounts of assets and liabilities are the same as their carrying values.
The Group enters into forward exchange contracts to manage the foreign exchange risk attached to inventory
purchased in foreign currency. The Group has elected not to adopt hedge accounting, with any period movements
in the fair value of the derivative contract taken to the income statement.
The fair value of forward exchange contracts is determined based on an external valuation report using forward
exchange rates at the balance sheet date.

3.3.1 Issued Capital and Reserves

a. Ordinary Shares

CONSOLIDATED GROUP
2023 2022 2023 2022
$ $ No. No.
Fully paid ordinary shares 291,013,771 301,081,639 104,690,203 106,927,603

Ordinary Shares participate in Dividends and the proceeds on winding‑up of the parent entity in proportion to the
number of Shares held. At the Shareholders’ meetings each Ordinary Share is entitled to one vote when a poll is
called, otherwise each Shareholder has one vote on a show of hands.

25. Refer to the ASX announcement dated 14 December 2021 for details regarding the sale of the Bitbuy domain name.

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b. Movement in Ordinary Shares

Details Date Shares No. Issue price $

Balance 30 June 2021 106,561,563 299,185,901
Shares issues to eligible employees 24 August 2021 326,646 $1.79 585,544
under an incentive plan
Tax deduction for difference between 31 December 2021 – – 931,667
accounting expense and funds paid
to issue incentive plans
Shares issues to eligible employees 25 February 2022 37,831 $11.26 425,934
under an incentive plan
Shares issues to eligible employees 25 February 2022 678 $6.04 4,096
under an incentive plan
Shares issues to eligible employees 6 April 2022 885 $5.65 5,000
under an incentive plan
Tax deduction for difference between 30 June 2022 – – (56,503)
accounting expense and funds paid
to issue incentive plans
Balance 30 June 2022 106,927,603 301,081,639
Shares issues to eligible employees 23 August 2022 116,495 $3.99 464,945
under an incentive plan
Tax deduction for difference between 31 December 2022 – – 2,757
accounting expense and funds paid
to issue incentive plans
Shares issues to eligible employees 27 February 2023 32,445 $7.74 251,018
under an incentive plan
On‑market share buy‑back 30 June 2023 (1,563,000) $4.44 (6,944,159)
On‑market share buy‑back 30 June 2023 (823,340) $4.67 (3,842,429)
Balance 30 June 2023 104,690,203 291,013,771

c. Merger reserve
The acquisition of Kogan Operations Holdings Pty Ltd by Kogan.com Ltd has been treated as a common control
transaction at book value for accounting purposes, and no fair value adjustments have been made. Consequently,
the difference between the fair value of issued capital and the book value of net assets acquired was recorded
within a merger reserve of $131,816,250.

d. Share‑based payments reserve

The reserve of $71.8 million (FY22: $41.3 million) has been used to recognise the value of equity benefits provided to
employees as part of their remuneration. The Group measures the cost of equity‑settled transactions with employees
by reference to the fair value of the Ordinary Shares at the date at which they are granted. The fair value is determined
using a discounted cash flow valuation model, taking into account the terms and conditions upon which the equity
instruments were granted, as discussed in Note 5.2.

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Notes to the Financial Statements continued

e. Share buy‑back
The Group commenced an on‑market share buy‑back program in May 2023, anticipated to remain ongoing until
May 2024. The Group purchased $10.8 million of shares by 30 June 2023, resulting in a reduction of Issued Capital.

f Capital management
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate
long‑term shareholder value and ensure that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets.
The Group is not subject to any externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management of debt
levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the
prior year.

3.3.2 Dividends
No dividends were paid or declared in FY23 (FY22: $nil).

a. Ordinary Shares
Recognition and measurement
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the
discretion of the entity before or at the end of the financial year but not distributed at balance date.
There was no final 2023 dividend declared and therefore is not reflected in the consolidated financial statements
for the year ended 30 June 2023.

b. Franking credits
The franking account balance as at 30 June 2023 is $10,528,182 (2022: $9,591,844).

3.4 Earnings per Share

a. Basic earnings per share

CONSOLIDATED GROUP
2023 2022
Net loss for the reporting period (25,852,194) (35,456,513)
Net loss for the reporting period used in calculating EPS (25,852,194) (35,456,513)
Weighted average number of ordinary shares of the entity 107,613,697 106,852,382
Basic Earnings per Share (0.24) (0.33)

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b. Diluted earnings per share

CONSOLIDATED GROUP
2023 2022
Net loss for the reporting period (25,852,194) (35,456,513)
Weighted average number of ordinary shares of the entity on issue 107,613,697 106,852,382
Adjustments to reflect potential dilution for Performance Rights 6,174,935 365,155
Diluted weighted average number of Ordinary Shares of the entity 113,788,632 107,217,537
Diluted Earnings per Share (0.23) (0.33)

SECTION 4: Group Structure

4.1 Controlled Entities
a. Information about Principal Subsidiaries
The subsidiaries listed below have share capital consisting solely of Ordinary Shares or, in the case of Kogan
Technologies Unit Trust, Ordinary Units, which are held directly by the Group. Kogan.com Holdings Pty Ltd is the
Trustee of the Kogan Technologies Unit Trust. The Trustee and the Trust are wholly‑owned entities within the Group.
The proportion of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principal
place of business is also its country of incorporation.

OWNERSHIP INTEREST
HELD BY THE GROUP
Principal place 2023 2022
Name of subsidiary of business % %
Kogan Mobile Operations Pty Ltd
(formerly Kogan Mobile Australia Pty Ltd) Australia 100 100
Kogan Mobile Pty Ltd Australia 100 100
Kogan Australia Pty Ltd Australia 100 100
Kogan International Holdings Pty Ltd Australia 100 100
Kogan HK Limited Hong Kong 100 100
Kogan HR Pty Ltd Australia 100 100
Kogan Travel Pty Ltd Australia 100 100
Dick Smith IP Holdings Pty Ltd
(formerly Kogan Technologies UK Pty Ltd) Australia 100 100
Online Business Number 1 Pty Ltd Australia 100 100
Kogan Technologies Unit Trust Australia 100 100
Kogan.com Holdings Pty Ltd Australia 100 100
Kogan Operations Holdings Pty Ltd Australia 100 100
Kogan Superannuation Pty Ltd Australia 100 100
Kogan US Trading Inc 26
United States – 100
Matt Blatt Pty Ltd Australia 100 100
Mighty Ape Limited New Zealand 100 100
Mighty Ape Australia Pty Ltd Australia 100 100

26. Kogan.com discontinued its Kogan US Trading Inc subsidiary in FY23.

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Notes to the Financial Statements continued

b. Significant restrictions
There are no significant restrictions over the Group’s ability to access or use assets, and settle liabilities, of the Group.

4.2 Deed of Cross Guarantee

A deed of cross guarantee between Kogan.com Ltd and its entities listed above was enacted during FY22 and relief
was obtained from preparing individual financial statements for the Group under ASIC Corporations (Wholly‑owned
Companies) Instrument 2016/785. Under the deed, Kogan.com Ltd guarantees to support the liabilities and obligations
of its subsidiaries listed above. As its entities are a party to the deed the income statement and balance sheet
information of the combined class‑ordered group is equivalent to the consolidated information presented in this
financial report.

4.3 Parent Entity Disclosures

The following information has been extracted from the books and records of the parent (Kogan.com Ltd) and has
been prepared in accordance with Australian Accounting Standards.

2023 2022
$000 $000
Statement of Financial Position
ASSETS
Current assets 23,248 13,550
Non current assets 178,675 189,715
TOTAL ASSETS 201,923 203,264
LIABILITIES
Current liabilities 392 969
TOTAL LIABILITIES 392 969
NET ASSETS 201,531 202,295
EQUITY
Issued capital 159,198 169,266
Performance Rights reserve 71,808 41,257
Dividends – –
Retained earnings (29,475) (8,228)
TOTAL EQUITY 201,531 202,295
Statement of Profit or Loss and Other Comprehensive Income
Total profit 9,046 (15,567)
Total comprehensive income 9,046 (15,567)

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4.4 Related Parties

a. The Group’s main related parties are as follows:
(i) Entities exercising control over the Group:
The ultimate parent entity that exercised control over the Group at year‑end was Kogan.com Ltd, which is incorporated
in Australia.

(ii) Key Management Personnel:

Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity,
directly or indirectly, including any Director (whether executive or otherwise) of the entity, are considered Key
Management Personnel (refer to 5.1).

(iii) Entities subject to significant influence by the Group:

An entity that has the power to participate in the financial and operating policy decisions of an entity, but does not
have control over those policies, is an entity which holds significant influence. Significant influence may be gained
by share ownership, statute or agreement. There are no such entities at year end (2022: nil).

(iv) Other related parties:

Other related parties include entities controlled by the ultimate parent entity and entities over which Key Management
Personnel have joint control.

b. Transactions with related parties:

Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated.
The following transactions occurred with related parties:
Kogan Australia Pty Ltd entered into a Logistic Services Agreement with eStore Logistics Pty Ltd (“eStore”), in a prior
financial period, in relation to the provision of warehousing, distribution and logistics services by eStore to Kogan
Australia. Ruslan Kogan is a minority Shareholder and Director of eStore. The agreement was entered into on arm’s
length terms.

CONSOLIDATED GROUP
2023 2022
$ $
Services provided by eStore warehousing 3,851,485 7,829,196
Amounts payable to eStore as at 30 June 253,873 488,813

SECTION 5: Employee Reward and Recognition

5.1 Key Management Personnel Compensation
As deemed under AASB 124 Related Parties disclosures, Key Management Personnel (KMP) include each of the
Directors, both Executive and Non‑Executive, and those members who have authority and responsibility for planning,
directing and controlling activities within the business. A summary of the KMP compensation is set out in the
following table. Refer to the Remuneration Report for full details.
A summary of the KMP compensation is set out in the following table. Refer to the Remuneration Report for full details.

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Notes to the Financial Statements continued

CONSOLIDATED GROUP
2023 2022
$ $
Cash Salary 1,185,778 1,081,085
Short‑term incentives – –
Post‑employment 57,451 47,600
Long‑term benefits 108,726 93,688
Equity‑based compensation 27,928,021 24,590,857
Other long‑term benefits (3,885,469)22 17,047,089
25,394,507 42,860,319

Movement in shares
The movement during the reporting period in the number of Ordinary Shares in Kogan.com held, directly, indirectly
or beneficially, by each key management person, including their related parties, is as follows:
Executive KMP

Received on
Held at exercise of Shares Held at
1 July 2022 rights purchased Shares Sold 30 June 2023
Ruslan Kogan 15,853,321 – – – 15,853,321
David Shafer 5,075,642 – 150,000 – 5,225,642

Other Non‑Executive KMP

Received on
Held at exercise of Shares Held at
1 July 2022 rights purchased Shares Sold 30 June 2023
Gracie MacKinlay 500 – – – 500
Simon Barton – – – – –

Non‑Executive Directors

Received on
Held at exercise of Shares Held at
1 July 2022 rights purchased Shares Sold 30 June 2023
Greg Ridder 158,000 – – – 158,000
Harry Debney 98,099 – – – 98,099
Janine Allis 4,761 – 10,000 – 14,761
James Spenceley – – 10,000 – 10,000

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5.2 Incentive Plans

Kogan.com Ltd has adopted an Equity Incentive Plan (EIP) to assist in the motivation and retention of management
and selected team members.
The Group has established incentive arrangements subsequent to listing on the ASX to assist in the attraction,
motivation and retention of the executive team and other selected team members. To align the interests of its
employees and the goals of the Group, the Directors have decided the remuneration packages of the executive
team and other selected team members will consist of the following components:
• fixed remuneration (inclusive of superannuation);
• short‑term cash‑based incentives; and
• equity based long‑term incentives.
The Group has established the EIP, which is designed to align the interests of eligible employees more closely with
the interests of Shareholders in the listed entity post 7 July 2016. Under the EIP, eligible employees may be offered
Restricted Shares, Options or Rights which may be subject to vesting conditions. The Group may offer additional
long‑term incentive schemes to senior management and other employees over time.

Short term incentives – Cash based

The following table outlines the significant aspects of the STI.

Purpose of STI plan Provide a link between remuneration and both short term Company and
individual performance.
Create sustainable Shareholder value.
Reward individual for their contribution to the success of the Group.
Actively encourage team members to take more ownership over the EBITDA.
Eligibility Offers of cash incentive may be made to any team members of the Group (including
a Director employed in an executive capacity) or any other person who is declared
by the Board to be eligible to receive a grant of cash incentive under the STI.
Calculation & Target The actual Adjusted EBITDA of Kogan.com shall exceed the management forecast
for the full financial year (after payment of the STI).
25% of the outperformance will be allocated to a ‘bonus pool’.
The ‘bonus pool’ will then be shared in cash bonuses among a number of team
members in fixed proportions.
Maximum opportunity The maximum payable is 25% of the outperformance and 35% of the team member’s
annual salary.
Performance conditions Outperformance of the actual Adjusted EBITDA.
Continuation of employment.
Why were the performance To achieve successful and sustainable financial business outcomes as well
condition chosen as any annual objectives that drive short‑term and long‑term business success
and sustainability.
Performance period 1 July 2022 to 30 June 2023.
Timing of assessment August 2023, following the completion of the 30 June 2023 accounts.
Form of payment Paid in cash.
Board discretion Targets are reviewed annually and the Board has discretion to adapt appropriately
to take into account exceptional items.

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Notes to the Financial Statements continued

Long term incentives – Equity Incentive Plan

The following table outlines the significant aspects of the current EIP.

Consideration Nil.
Eligibility Offers of Incentive Securities may be made to any employee of the Group (including
a Director employed in an executive capacity) or any other person who is declared
by the Board to be eligible to receive a grant of incentive Securities under the EIP.
Amount payable & No amount is payable upon the exercise of a Performance Right that has vested,
Entitlement with each Performance Right entitling the holder to one fully paid Ordinary Share
on exercise.

Service condition on vesting Individual must be employed by the Group at time of vesting and not be in their
notice period.
Restrictions on dealing Shares allocated upon exercise of Performance Rights will rank equally with all
existing Ordinary shares from the date of issue (subject only the requirements
of Kogan.com’s Securities Trading Policy).
Upon vesting, there will be no disposal restrictions placed on the Shares issued
to participants (subject only to the requirements of Kogan.com’s Securities
Trading Policy).
Lapse of Rights A Right will lapse upon the earliest to occur of:
• expiry date;
• failure to meet vesting conditions;
• employment termination;
• the participant electing to surrender the Right; and
• where, in the opinion of the Board, a participant deals with a Right in contravention
of any dealing restrictions under the EIP.

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Executive Retention Options awarded at the 2020 AGM issued under the Groups EIP
The following table outlines the significant aspects of the Executive EIP.

The number and class of 3,600,000 options granted to Mr Kogan and 2,400,000 granted to Mr Shafer
securities issued to the under the EIP.
Directors
Details of the Retention The Board (excluding Mr Kogan and Mr Shafer) decided to grant the Retention
Options Options to Mr Kogan and Mr Shafer because the Board believed it was in the best
interests of the Company and Shareholders to incentives Mr Kogan and Mr Shafer to
remain in their positions for the next 3 years given their proven track records, in order
to maximise the prospects of Mr Kogan and Mr Shafer contributing to the creation
of significant future returns for Shareholders.
The Retention Options are being accounted for in the same way the Company’s
current equity‑settled awards are treated (refer above), with their accounting value
determined at their date of grant (within 10 Business Days of the Meeting).
Equity‑settled awards are measured at fair value at the date of grant.
The cost of these transactions is recognised in the Company’s Consolidated
Statement of Comprehensive Income and credited to equity on a straight‑line basis
over the vesting period after allowing for an estimate of shares that will eventually
vest. The level of vesting is reviewed annually and the charge adjusted to reflect
actual and estimated levels of vesting.
The Company obtained an independent valuation of the Retention Options from
SLM Corporate dated 7 May 2020 to provide advice in relation to whether the
proposed grant of the Retention Options was reasonable in the circumstances and
by reference to industry standards. The valuation applied a number of assumptions
and variables, including the following:
• the closing price of the Company’s Shares on ASX on 30 April 2020 (a reference
date under the report), being $7.99 per Share;
• a risk‑free rate of 0.33%;
• a volatility factor of 62.5%;
• dividend yield of 1.96%; and
• a time to maturity of the underlying Options for 4 years.
The estimated value of each Retention Option pursuant to the valuation was $4.13
as at the reference date of the report of 7 May 2020. On this basis, the estimated
value as at the reference date of the report of 7 May 2020 of:
• the Retention Options to be granted to Mr Kogan under Item 5.1 was $14,872,133; and
• the Retention Options to be granted to Mr Shafer under Item 5.2 was $9,914,756.
The report from SLM Corporate dated 7 May 2020 reflects the value of the
Retention Options on or about the date that the Company agreed to grant the
Retention Options to Mr Kogan and Mr Shafer . For completeness, given the time that
has elapsed between the AGM (at which the Retention Options were approved
by Shareholders) and both the date of the independent valuation of the Retention
Options from SLM Corporate and the date that the Company agreed to grant
the Retention Options, the Company obtained an updated independent valuation
of the Retention Options from SLM Corporate dated 8 December 2020.

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Notes to the Financial Statements continued

Details of the Retention This valuation applied the same assumptions and variables as noted above, except that:
Options (continued)
• the closing price of the Company’s Shares on ASX on 30 November 2020
(date of issue of the Retention Options as per the updated independent
valuation), being $16.40 per Share;
• a risk‑free rate of 0.25%;
• a volatility factor of 62.5%; and
• dividend yield of 1.28%.
The value of each Retention Option pursuant to the valuation was $11.48 as at the issue
date of the updated independent valuation of 8 December 2020. On this basis, the
value as at the issue date of the updated independent valuation of 8 December 2020 of:
• the Retention Options granted to Mr Kogan was $41,325,935; and
• the Retention Options granted to Mr Shafer was $27,550,623.
The increase in the value of the Retention Options reflects the increase in the
Company’s share price since the Company announced the terms of the Retention
Options to the ASX on 12 May 2020 and the grant of the Retention Options following
the Company’s AGM on 20 November 2020.
Strike price $5.29
Share price at grant date $16.40

Recognition and measurement

a. Equity‑settled transactions
The charge related to equity‑settled transactions with team members is measured by reference to the fair value
of the equity instruments at the date they are granted, using an appropriate valuation model selected according to
the terms and conditions of the grant. The fair value is determined using a discounted cash flow valuation model.
Judgement is applied in determining the most appropriate valuation model and in determining the inputs to the
model. Third‑party experts are engaged to advise in this area where necessary. Judgements are also applied in
relation to estimations of the number of rights which are expected to vest, by reference to historic leaver rates
and expected outcomes under relevant performance conditions.
The Group issues equity‑settled share‑based payments to certain team members, whereby team members render
services in exchange for Shares or Rights over Shares of the Parent Company.
Equity‑settled awards are measured at fair value at the date of grant. The cost of these transactions is recognised
in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income and credited to
equity on a straight‑line basis over the vesting period after allowing for an estimate of shares that will eventually vest.
The level of vesting is reviewed annually and the charge adjusted to reflect actual and estimated levels of vesting.
Where an equity‑settled share‑based payment scheme is modified during the vesting period, an additional charge
is recognised over the remainder of that vesting period to the extent that the fair value of the revised scheme at the
modification date exceeds the fair value of the original scheme at the modification date. Where the fair value of the
revised scheme does not exceed the fair value of the original scheme, the Group continues to recognise the charge
required under the conditions of the original scheme. Individuals must be employed by the Group at the time of
vesting, and not in their notice period, to be entitled to the equity incentives.

b. Cash‑settled transactions
The amount payable to team members in respect of cash‑settled share‑based payments is recognised as an expense,
with a corresponding increase in liabilities, over the period which the team members become unconditionally entitled
to the payment. The liability is measured at each reporting date and at settlement date based on the fair value, with
any changes in the liability being recognised in profit or loss.

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c. Expense recognised in profit or loss

During the period the Group recognised a share‑based payment expense of $31.3 million (2022: $26.6 million)
which relates to Performance Rights and Options granted during the year or in previous years.
The Group has recognised no expense in relation to cash based short term incentives in 2023 (2022: nil).

Incentive Plans inputs

Long term incentives – Equity
The following inputs were used in the measurement of the fair values of Performance Rights issued, at grant date:

LONG‑TERM INCENTIVE PLANS

Grant Dates 6 April 2018 20 August 2019 20 August 2019 18 February 2020
Number 18,013 30,711 36,550 3,906
Fair value at grant date $151,273 $173,210 $206,141 $20,000
Share price at grant date $8.60 $5.64 $5.64 $4.98
Strike price $0.00 $0.00 $0.00 $0.00
Rights life 1 to 5 years 1 to 4 years 1 to 4 years 1 to 2 years
Vesting dates 31 Dec 2018 31 Dec 2019 30 Jun 2020 30 Jun 2022
31 Dec 2019 31 Dec 2020 30 Jun 2021 30 Jun 2023
31 Dec 2020 31 Dec 2021 30 Jun 2022
31 Dec 2021 31 Dec 2022 30 Jun 2023
31 Dec 2022
Dividend yield 1.4% 1.3% 1.3% 1.5%

LONG‑TERM INCENTIVE PLANS

Grant Dates 17 August 2020 17 August 2020 19 October 2020 1 December 2020
Number 21,767 11,831 134 6,000,000
Fair value at grant date $369,979 $174,744 $1,973 $68,876,559
Share price at grant date $17.00 $14.77 $14.77 $16.40
Strike price $0.00 $0.00 $0.00 $5.29
Rights life 1 to 4 years 1 to 5 years 1 to 3 years 3 years
Vesting dates 30 Jun 2021 31 Dec 2021 31 Dec 2021 30 Jun 2023
30 Jun 2022 31 Dec 2022 31 Dec 2022
30 Jun 2023 31 Dec 2023 31 Dec 2023
30 Jun 2024 31 Dec 2024
31 Dec 2025
Dividend yield 1.4% 1.4% 0.6% 1.4%

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Notes to the Financial Statements continued

LONG‑TERM INCENTIVE PLANS

Grant Dates 3 December 2020 25 January 2021 25 January 2021 16 April 2021
Number 61,632 6,125 167,607 11,279
Fair value at grant date $571,945 $118,825 $3,251,576 $180,013
Share price at grant date $19.00 $19.40 $19.40 $15.95
Strike price $16.38 $0.00 $0.00 $0.00
Rights life 3 years 1 to 3 years 1 to 4 years 1 to 3 years
Vesting dates 1 Apr 2023 31 Dec 2021 30 Jun 2021 31 Dec 2021
31 Dec 2022 30 Jun 2022 31 Dec 2022
31 Dec 2023 30 Jun 2023 31 Dec 2023
30 Jun 2024
Dividend yield 1.7% 0.9% 0.9% 1.2%

LONG‑TERM INCENTIVE PLANS

Grant Dates 16 April 2021 30 June 2021 30 June 2021 25 August 2021
Number 8,773 1,806 149,869 7,208
Fair value at grant date $140,017 $20,000 $1,652,050 $81,500
Share price at grant date $15.95 $11.07 $11.07 $11.30
Strike price $0.00 $0.00 $0.00 $0.00
Rights life 1 to 3 years 1 to 2 years 1 to 3 years 1 to 2 years
Vesting dates 30 Jun 2022 31 Dec 2022 30 Jun 2022 31 Dec 2022
30 Jun 2023 31 Dec 2023 30 Jun 2023 31 Dec 2023
30 Jun 2024 30 Jun 2024
Dividend yield 1.2% 0.0% 0.0% 0.0%

LONG‑TERM INCENTIVE PLANS

Grant Dates 25 August 2021 25 August 2021 25 August 2021 25 August 2021
Number 11,766 1,546 8,233 38,780
Fair value at grant date $200,022 $29,992 $91,139 $438,214
Share price at grant date $17.00 $19.40 $11.07 $11.30
Strike price $0.00 $0.00 $0.00 $0.00
Rights life 1 to 2 years 1 to 2 years 3 years 1 to 4 years
Vesting dates 30 Jun 2023 30 Jun 2023 30 Jun 2024 30 Jun 2022
30 Jun 2024 30 Jun 2024 30 Jun 2023
30 Jun 2024
30 Jun 2025
Dividend yield 0.0% 0.0% 0.0% 0.0%

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LONG‑TERM INCENTIVE PLANS

Grant Dates 7 October 2021 7 October 2021 7 October 2021 31 December 2021
Number 6,193 5,736 430,000 32,048
Fair value at grant date $69,981 $64,071 $4,248,400 $299,969
Share price at grant date $11.30 $11.17 $9.88 $9.36
Strike price $0.00 $0.00 $9.88 $0.00
Rights life 1 to 4 years 1 to 3 years 3 years 1 to 2 years
Vesting dates 30 Jun 2022 30 Jun 2022 25 Feb 2024 31 Dec 2022
30 Jun 2023 30 Jun 2023 31 Dec 2023
30 Jun 2024 30 Jun 2024
30 Jun 2025
Dividend yield 0.0% 0.0% 0.0% 0.0%

LONG‑TERM INCENTIVE PLANS

Grant Dates 31 December 2021 6 April 2022 6 April 2022 6 April 2022
Number 6,411 8,763 33,997 345,464
Fair value at grant date $60,007 $55,032 $213,501 $1,951,872
Share price at grant date $9.36 $6.28 $6.28 $5.65
Strike price $0.00 $0.00 $0.00 $0.00
Rights life 1 to 2 years less than 1 year 1 to 2 years 2 to 3 years
Vesting dates 30 Jun 2023 31 Dec 2022 30 Jun 2023 30 Jun 2024
30 Jun 2024 30 Jun 2024 30 Jun 2025
Dividend yield 0.0% 0.0% 0.0% 0.0%

LONG‑TERM INCENTIVE PLANS

Grant Dates 30 June 2022 30 June 2022 30 June 2022 30 June 2022
Number 10,583 39,684 10,204 5,291
Fair value at grant date $40,004 $150,006 $30,000 $20,000
Share price at grant date $3.78 $3.78 $2.94 $3.78
Strike price $0.00 $0.00 $0.00 $0.00
Rights life less than 1 year 1 to 2 years 1 year 1 year
Vesting dates 31 Dec 2022 30 Jun 2023 30 Jun 2023 30 Jun 2023
30 Jun 2024
Dividend yield 0.0% 0.0% 0.0% 0.0%

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Notes to the Financial Statements continued

LONG‑TERM INCENTIVE PLANS

Grant Dates 30 June 2022 30 June 2022 23 August 2022 23 August 2022
Number 112,360 60,000 5,000 17,200
Fair value at grant date $400,002 $226,800 $17,750 $61,060
Share price at grant date $3.56 $3.78 $3.55 $3.55
Strike price $0.00 $3.78 $0.00 $0.00
Rights life 2 to 4 years 2 to 5 years 1 to 2 years 1 to 3 years
Vesting dates 30 Jun 2024 27 Feb 2024 30 Jun 2023 30 Jun 2023
30 Jun 2025 27 Feb 2025 30 Jun 2024 30 Jun 2024
30 Jun 2026 27 Feb 2026 30 Jun 2025
27 Feb 2027
Dividend yield 0.0% 0.0% 0.0% 0.0%

LONG‑TERM INCENTIVE PLANS

Grant Dates 3 October 2022 3 October 2022 3 October 2022 4 October 2022
Number 18,919 225,721 95,747 176,929
Fair value at grant date $55,433 $661,363 $280,539 $541,403
Share price at grant date $2.93 $2.93 $2.93 $3.06
Strike price $0.00 $0.00 $3.68 $3.68
Rights life 1 to 2 years 1 to 4 years 2 years 2 years
Vesting dates 31 Dec 2022 30 Jun 2023 1 Sep 2024 31 Dec 2024
31 Dec 2023 30 Jun 2024
31 Dec 2024 30 Jun 2025
30 Jun 2026
Dividend yield 0.0% 0.0% 0.0% 0.0%

LONG‑TERM INCENTIVE PLANS

Grant Dates 12 January 2023 12 January 2023 13 January 2023 31 January 2023
Number 50,611 10,936 1,359 17,805
Fair value at grant date $203,456 $43,963 $5,477 $80,123
Share price at grant date $4.02 $4.02 $4.03 $4.50
Strike price $0.00 $0.00 $3.68 $0.00
Rights life 1 to 2 years 1 to 2 years 1 to 2 years 1 to 3 years
Vesting dates 31 Dec 2023 30 Jun 2023 30 Jun 2024 30 Jun 2023
31 Dec 2024 30 Jun 2024 30 Jun 2024
30 Jun 2025
Dividend yield 0.0% 0.0% 0.0% 0.0%

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LONG‑TERM INCENTIVE PLANS

Grant Dates 14 April 2023 14 April 2023
Number 42,439 63,987
Fair value at grant date $153,205 $230,993
Share price at grant date $3.61 $3.61
Strike price $0.00 $0.00
Rights life 2 to 3 years 1 to 4 years
Vesting dates 30 Jun 2024 31 Dec 2023
30 Jun 2025 31 Dec 2024
30 Jun 2026 31 Dec 2025
31 Dec 2026
Dividend yield 0.0% 0.0%

Reconciliation of outstanding Performance Rights

The following table details the total movement in Performance Rights issued by the Group during the year:

LONG‑TERM INCENTIVE
PLANS
Performance Rights
No. No.
2023 2022
Outstanding at beginning of period 963,331 789,348
Granted during the period 452,618 700,182
Exercised during the period (148,940) (364,477)
Forfeited during the period (67,348) (161,722)
Expired during the period – –
Outstanding at the end of the period 1,199,661 963,331
Exercisable at the end of the period 179,142 116,495

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Notes to the Financial Statements continued

SECTION 6: Other
6.1 Subsequent Events
Subsequent to the financial year end, there were no events which would require adjustment or disclosure to the
financial statements.

6.2 Remuneration of Auditors

CONSOLIDATED GROUP
2023 2022
$ $
Remuneration of the auditors for:
auditing or reviewing the financial statements 465,938 413,330
Due diligence – –
Tax advisory and compliance 119,774 5,121
585,712 418,451

6.3 Commitments
The Group has an agreement to lease a warehouse in Sydney, with expected availability ready for use in early 2024.
This agreement will give rise to an annual expense of $2.1 million over a 2 year period.

6.4 Contingent Liabilities

As at 30 June 2023 the Group had bank guarantees of A$1.2 million (30 June 2022: A$1.2 million) and NZ$8.6 million
(30 June 2022: NZ$8.6 million) with Westpac Banking Corporation in relation to its ordinary course of business.

6.5 Company Information

The registered office of the Company is:
Kogan.com Ltd
Level 7
330 Collins Street
Melbourne VIC 3000
The principal place of business is:
Kogan.com Ltd
139 Gladstone Street
South Melbourne VIC 3205

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Directors’ Declaration

1 In the opinion of the Directors of Kogan.com Ltd (‘the Company’):

(a) the consolidated financial statements and notes that are set out on pages 59 to 106 and the
Remuneration report in pages 35 to 53 in the Directors’ report, are in accordance with the Corporations
Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance
and its cash flows, for the financial year ended on that date; and
(ii) complying with Accounting Standards and the Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
2 There are reasonable grounds to believe that the Company and the group entities identified in Note 4.1 will be able
to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross
Guarantee between the Company and those group entities pursuant to ASIC Corporations (Wholly‑owned
Companies) Instrument 2016/785.
3 The Directors draw attention to the Basis of Preparation note to the consolidated financial statements, which
includes a statement of compliance with International Financial Reporting Standards.
4 This declaration has been made after receiving the declarations required to be made to the Directors in
accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June 2023.
Signed in accordance with a resolution of the Directors:

David Shafer
Executive Director
Melbourne, 28 September 2023

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Independent Auditor’s Report

Independent Auditor’s Report

To the shareholders of Kogan.com Ltd

Report on the audit of the Financial Report

Opinion

We have audited the Financial Report The Financial Report comprises:

of Kogan.com Ltd (the Company).
In our opinion, the accompanying • Consolidated statement of financial position as at 30
Financial Report of the Company is in June 2023
accordance with the Corporations Act
• Consolidated income statement and consolidated
2001, including:
statement of other comprehensive income,
• giving a true and fair view of the Consolidated statement of changes in equity, and
Group’s financial position as at 30 Consolidated statement of cash flows for the year then
June 2023 and of its financial ended
performance for the year ended on
• Notes including a summary of significant accounting
that date; and
policies
• complying with Australian
Directors’ Declaration.
•
Accounting Standards and the
Corporations Regulations 2001. The Group consists of the Company and the entities it
controlled at the year-end or from time to time during the
financial year.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in
accordance with these requirements.

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.

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Key Audit Matters

The Key Audit Matters we identified Key Audit Matters are those matters that, in our
are: professional judgement, were of most significance in our
audit of the Financial Report of the current period.
• Revenue recognition from sale of
goods These matters were addressed in the context of our audit
of the Financial Report as a whole, and in forming our
• Valuation of goodwill
opinion thereon, and we do not provide a separate opinion
on these matters.

Revenue recognition from sales of goods (AUD $489m)

Refer to Note 1.1 to the financial report

The key audit matter The key audit matter

Revenue recognition from sale of goods is a Our procedures included:

key audit matter due to the: • evaluating the Group’s accounting policies for
• relative size of sale of goods revenue revenue recognition against the requirements of
(being 86% of total revenue) within the AASB 15 and our understanding of the business;
Group’s consolidated income
statement; • Understanding processes and testing key controls
relating to the sale of goods;
• significant audit effort to test the high
volume of sale of goods transactions • for a sample of sale of goods revenue recognised
recorded as revenue by the Group; by the Group throughout the year, we checked
the amount of revenue recorded by the Group to
• the Group has specific processes and the customer sales invoice and cash receipts
controls they perform at year end to obtained from the Group’s bank statements. We
check revenue is recognised in the right checked the date revenue was recognised by the
period. This increases the risk of bias Group to the underlying shipping documentation
and our audit effort to perform specific and against the terms of sale of goods;
testing of revenue transactions in the
last week of the reporting period. • selecting a sample of revenue transactions before
and after the year end due to the increased risk of
potential bias. For each sample selected we:
o checked the amount of revenue recorded by
the Group to the amount of the sales invoice
to the customer and cash receipts from the
Group’s bank statements; and
o checked the date the revenue was recognised
to shipping documents; and

• evaluating the adequacy of the disclosures made

in the financials against the requirements of the
accounting standards.

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Independent Auditor’s Report continued

Valuation of goodwill (AUD $46m)

Refer to Note 2.2 to the financial report

The key audit matter How the matter was addressed in our audit

A key audit matter was the Group’s annual Our audit procedures included:
testing of the recoverability of goodwill
valuation associated with Mighty Ape given • assessing the Group’s value in use (VIU) model
the size of the balance (being 17% of total for Mighty Ape and key assumptions by:
assets) and there is estimation uncertainty o evaluating the appropriateness of the VIU
associated with current economic and method applied by the Group against
market conditions. accounting standard requirements;
o assessing the integrity of the model used,
The Group assessed valuation of the Mighty including the accuracy of the underlying
Ape Cash Generating Unit via detailed value calculation formulas;
in use (VIU) discounted cash flow o comparing significant inputs into the relevant
modelling, which contains a number of cash flow forecasts to the Group’s Board
assumptions. approved budgets;
o assessing the accuracy of previous Group
The Mighty Ape VIU model is internally
forecasts to inform our evaluation of
developed and uses a range of internal and
external data as inputs. Forward looking forecasts incorporated in the models;
estimates may be prone to greater risk for o using our knowledge of the Group, its past
potential bias, error and inconsistent performance, published studies on industry
application. These conditions necessitate trends and our industry knowledge to
additional scrutiny by us, over key challenge and assess key assumptions
assumptions including forecast cash flows, including forecast cash flows, forecast
forecast growth rates over the forecast growth rates over the forecast period and
period and discount rate. terminal growth rate; and
o working with our valuation specialists, we
independently developed a discount rate
range using publicly available market data for
comparable entities, adjusted by risk factors
specific to Mighty Ape;

• considering the sensitivity of the model by

varying key assumptions, such as forecast
growth rates, discount rate and terminal growth
rate within a reasonably possible range; and

• assessing the disclosures in the financial report

using our understanding of the recoverability
assessment obtained from our testing and
against the requirements of the accounting
standards.

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Other Information

Other Information is financial and non-financial information in Kogan.com Ltd’s annual reporting which
is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible
for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information.
In doing so, we consider whether the Other Information is materially inconsistent with the Financial
Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date
of this Auditor’s Report we have nothing to report.

Responsibilities of the Directors for the Financial Report

The Directors are responsible for:

• preparing the Financial Report that gives a true and fair view in accordance with Australian
Accounting Standards and the Corporations Act 2001
• implementing necessary internal control to enable the preparation of a Financial Report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error
• assessing the Group and Company’s ability to continue as a going concern and whether the use
of the going concern basis of accounting is appropriate. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they
either intend to liquidate the Group and Company or to cease operations, or have no realistic
alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objective is:

• to obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
• to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our
Auditor’s Report.

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Independent Auditor’s Report continued

Report on the Remuneration Report

Opinion Directors’ responsibilities

In our opinion, the Remuneration The Directors of the Company are responsible for the
Report of Kogan.com Ltd for the year preparation and presentation of the Remuneration Report in
ended 30 June 2023, complies with accordance with Section 300A of the Corporations Act 2001.
Section 300A of the Corporations Act
Our responsibilities
2001.
We have audited the Remuneration Report included in pages
35 and 53 of the Directors’ report for the year ended 30 June
2023.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.

KPM_INI_01

PAR_SIG_01 PAR_NAM_01 PAR_POS_01 PAR_DAT_01

KPMG Simon Dubois

Partner

Melbourne

28 September 2023

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Shareholder Information

The Shareholder information set out below was applicable as at 15 September 2023.
Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed
elsewhere in this report, is listed below.

A. NUMBER OF HOLDERS OF EQUITY SECURITIES

Ordinary Share Capital
103,363,797 fully paid ordinary shares are held by 39,276 individual shareholders.
All issued ordinary shares carry one vote per share and the rights to dividends.

Performance Rights
976,809 performance rights are held by 77 individuals.
All performance rights are unvested and do not carry a right to vote.

B. DISTRIBUTION OF EQUITY SECURITY

Total holders
Total holders of
of Ordinary Performance
Shares Rights
1 – 1000 30,052 6
1,001 – 5,000 7,460 33
5,001 – 10,000 1,059 19
10,001 – 100,000 669 19
100,001 and over 36 –
39,276 77
Holdings less than a marketable parcel 8,205

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Shareholder Information continued

C. EQUITY SECURITY HOLDERS

Twenty largest quoted equity security holders

Name Units % units

KOGAN MANAGEMENT PTY LTD <THE RUSLAN TECH A/C> 15,515,701 15.01%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 9,250,988 8.95%
CITICORP NOMINEES PTY LIMITED 9,017,898 8.72%
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 6,094,443 5.90%
SHAFER CORPORATION PTY LTD <THE SHAFER FAMILY A/C> 5,075,642 4.91%
BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT DRP> 1,056,267 1.02%
BNP PARIBAS NOMS PTY LTD <GLOBAL MARKETS DRP> 848,146 0.82%
NATIONAL NOMINEES LIMITED 842,079 0.81%
BNP PARIBAS NOMS PTY LTD <DRP> 786,813 0.76%
MATTHEW WONG INVESTMENTS (AUS) PTY LTD
<MATTHEW WONG INV (AUS) F A/C> 542,352 0.52%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2 466,247 0.45%
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT> 403,889 0.39%
MR JOHN STEVEN LUNDGREN 350,000 0.34%
GARRETT SMYTHE LTD 310,750 0.30%
MR GORAN STEFKOVSKI 288,384 0.28%
ABICHANDANI & ASSOCIATES PTY LTD 275,000 0.27%
SUPERHERO SECURITIES LIMITED <CLIENT A/C> 273,818 0.26%
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD <DRP A/C> 244,490 0.24%
CITICORP NOMINEES PTY LIMITED <COLONIAL FIRST STATE INV A/C> 234,554 0.23%
BOND STREET CUSTODIANS LIMITED <MATZAN – D78834 A/C> 212,529 0.21%
Total 52,089,990 50.39%
Total Remaining Holders Balance 51,273,807 49.61%

D. SUBSTANTIAL SECURITY HOLDERS

The Company has received no substantial holder notices from shareholders who hold relevant interest in the
Company’s Ordinary Shares as at 15 September 2023.

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E. VOTING RIGHTS
The voting rights attaching to each class of equity securities are set out below:

Ordinary Shares
Each Share is entitled to one vote when poll is called, otherwise each member present at a meeting or by proxy has
one vote on a show of hands.

Performance Rights
All Performance Rights are unvested and do not carry a right to vote.

F. STOCK EXCHANGE LISTING

Quotation has been granted for all of the Ordinary Shares of the Company on all Member Exchanges of the ASX Limited.

G. UNQUOTED SECURITIES
976,809 performance rights held by 77 holders.

H. SECURITIES SUBJECT TO VOLUNTARY ESCROW

There are no securities subject to voluntary escrow.

I. ON MARKET BUY‑BACK
The Group commenced an on-market share buy-back program in May 2023, which is anticipated to remain ongoing
until May 2024. The Group purchased $10.8 million of shares by 30 June 2023, resulting in a reduction in Issued Capital.

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Corporate Directory

COMPANY SECRETARY
Mark Licciardo, Acclime Australia

PRINCIPAL REGISTERED OFFICE

KOGAN.COM LTD
C/- Acclime Australia
7/330 Collins Street
Melbourne VIC 3000
+61 3 8689 9997

PRINCIPAL PLACE OF BUSINESS

KOGAN.COM LTD
139 Gladstone Street
South Melbourne VIC 3205
+61 3 6285 8572

LOCATION OF SHARE REGISTRY

AUTOMIC GROUP
Suite 5 Level 12
530 Collins Street
Melbourne VIC 3000
1300 288 664

STOCK EXCHANGE LISTING

Kogan.com Ltd (KGN) shares are listed on the ASX.

AUDITORS
KPMG
Tower Two, Collins Square
727 Collins Street
Docklands VIC 3008

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