Chairman’s Address to AGM

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 1
CHAIRMAN’S ADDRESS
Annual General Meeting, 31 October 2017 9.00am

Welcome
Good morning ladies and gentlemen and welcome to the Michael Hill
International Limited 2017 Annual General Meeting.
I am Emma Hill, the Chair of Michael Hill International Limited.
The Company Secretary has confirmed that a quorum is present, so I
formally declare the meeting properly constituted and open.
Directors
I would like to introduce you to our Board members and some of Michael
Hill’s senior executives that are here today.
Seated next to me are our directors, Sir Michael Hill, Gary Smith
(Chairman of the Audit & Risk Management Committee), Janine Allis
(member of the Audit & Risk Management Committee) and Rob Fyfe
(Chair of the People Development and Remuneration Committee and
member of the Audit and Risk Committee).
On my left is our Chief Executive Officer Phil Taylor.
Also to my left is our Company Secretary, Mary-Anne Greaves.
In addition, we have seated in the audience some of Michael Hill’s
Executive’s including:
Galina Hirtzel, Group Executive Merchandising
Matt Keays, Chief Information Officer
Stewart Silk, Group Human Resources Executive
Kevin Stock, Retail General Manager, Australia
Tish Mina, Retail General Manager Emma & Roe and
Ms Alison de Groot, a partner of Ernst & Young, the company’s auditor, is
also present.

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 2

Please be advised that recording devices, photographic equipment and
mobile phones may not be used during the meeting. The meeting is being
professionally recorded and a webcast will be made available on our
website.
I am pleased to report a record EBIT result of $48.1m for the Michael Hill
Group for the year ending June 30, 2017. All the details of our results can
be found in the Directors’ Report which has been made available to all
shareholders. Phil will talk to the result and the recent quarter in more
detail shortly.
Today I’d like to explain what makes our business different; and why we
are positioned to prosper in a rapidly changing retail environment.
Our core strengths; they are as vital to us today, as they were when we
opened our first Michael Hill store some 40 years ago.
We have always been a challenger brand. Born from an entrepreneurial
mindset we value innovation and growth. We are constantly reinventing
ourselves looking for ways to best meet the needs of our changing
customers. Our culture is one of continual learning. Individually and
collectively we value and seek constant improvement. In this rapidly
changing environment that serves us well.
The battle to win in retail takes place when we meet our customers, not in
head office. Michael and I, along with my board colleagues, Phil and his
team are constantly out and about engaging with staff and managers.
Seeing first hand what’s working and what’s not. From these insights we
are always challenging the status quo and refining our offer.
We are a family business, and that does matter. It provides a deeper sense
of connection and belonging to our teams across the world; and it
underpins our consumer brand story. That we passionately care, shapes
culture, behaviour, the customer experience and ultimately performance.
We are incredibly proud of our teams. We have built a world class
salesforce. They provide an exceptional customer experience. We know
that the quality of our customer interactions drives our results so we invest
heavily in sales coaching, training and development. The Michael Hill

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 3
sales management system underpins our model and enables us to drive
exceptional productivity across all regions.
It's the combination of these strengths that has created our powerhouse
businesses in New Zealand and Australia which is the core of our financial
performance. Despite a tough retail environment, which has seen many
brands struggle and a number fail, Michael Hill continues to excel. Record
profits were delivered again, from both Australia and New Zealand last
year.
Leveraging our strengths in Australasia we took our business model to
North America. It takes time to build scale and become a trusted brand.
Canada achieved that scale in the last few years and is now rapidly
growing in both top line revenue and profitability. This trajectory will
continue as we open remaining key locations, win market share and
achieve greater economies.
The US is proving a more challenging market with a new set of dynamics.
Achieving success is harder. We are not prepared to expand our foot print
in the market until we are confident we have the right operating model,
product range and brand positioning to enable us to excel.
Winning in new markets takes perseverance and requires adaptation. We
love the learnings that new markets bring to us. They help us strengthen
our core and build a more defendable proposition. For example our North
American experience has fuelled greater differentiation in our jewellery
ranges. Designing unique collections, which are different from any other
jewellers, is now a key strategy for the group worldwide.
While our core strengths provide the foundations for our company, I am
also conscious the world is rapidly evolving.
The rise of online shopping, the digital era revolutionising customer
engagement, and the constantly evolving competitor landscape, means that
we must continue to innovate and maintain our challenger ethos. We must
incubate new product lines, retail concepts, and engagement strategies to
meet changing customer needs.
Our new brand Emma and Roe is an example of that. Fashion jewellery is
a rapidly growing category. Women are self purchasing more than ever
before. Emma and Roe compliments Michael Hill by targeting this growth
market. Emma and Roe is not achieving performance expectations, and we

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 4
are working hard to rectify that. However we cannot be deterred from
testing new ideas and concepts. We must keep searching for new ways to
expand our reach and engage with new emerging consumers.
This challenger spirit; our insatiable appetite to innovate and evolve, is
what we believe differentiates Michael Hill, and is what excites us about
the future.
Video - Knots
Thank you for the opportunity to share my perspectives with you.
I will now ask our CEO, Phil Taylor to address the meeting on the annual
and first quarter results.


We will now move to the business of the meeting.

Voting
When you registered at the attendance desk this morning, you should have
received a registration card from Computershare:


those holding a blue card can vote and speak at the meeting;


members holding a red card are not eligible to vote but can speak at
the meeting; and


Visitors holding a yellow card are not eligible to vote or speak at the
meeting.
If there is anyone present who is eligible to vote, but has not received a
blue card, please see a representative of Computershare who can assist.
The blue voting card will be used for the holding of a poll. All resolutions
will be voted on by way of a poll which will be conducted at the end of the
meeting and results released to the ASX and NZX immediately following
the counting of those votes.

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 5

Notice of Meeting
The notice of meeting was sent to all shareholders. If there is no objection,
I propose that the notice of meeting be taken as read. Extra copies of the
notice are available at the registration table, if required
Procedure for the meeting
The first item of ordinary business is the tabling of the financial reports
and the directors’ and auditors’ reports.
As is common practice with most companies, the reports will be tabled,
but will not be the subject of a resolution, as it is not required by the
Corporations Act 2001.
We will go through the formal business of the AGM as per the notice of
meeting. Shareholders and proxies will have the opportunity to ask
questions or make comments on each resolution.

Financial Reports
Under the Corporations Act 2001, the company is obliged to lay before
this meeting the last audited financial statements and reports, which were
circulated, and dated 18 August 2017.
No resolution is required, but I now invite shareholders and their proxies
to comment or ask questions on the reports or the business of the company.
I would ask that questions on any of the other items of business be
deferred until we come to that particular item.
Questions may also be asked of the auditors in relation to the conduct of
the audit, content of the audit report, accounting policies adopted by the
Company and the independence of the auditor in carrying out the audit.
Could you please address all questions to the chair and, if you wish to
speak, could you please raise your hand.
When I direct, please state your name before speaking and hold your blue
voting card so that I can see that you are a shareholder or a proxy.
Are there any comments or questions?

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 6
As there are no further questions we will now move to the second item of
business.

Remuneration Report
Under the Corporations Act 2001, listed companies are required to include
as part of their directors’ report a remuneration report, which includes
specified information.
The directors have prepared a remuneration report to 30 June 2017 and it
is included in the annual report on pages 33 to 43 that has been made
available to shareholders.
The Act also requires companies to put to shareholders a non-binding vote
to enable shareholders to voice their opinion on matters included in the
report.
I now move that the remuneration report for the year ended 30 June 2017
(as set out in the Directors’ Report) be adopted by passing an ordinary
resolution as set out in the notice of meeting.
Are there any comments or discussion?
I will advise you of the proxy votes received, which are as follows:
For 250,597,077 99.50%
Against 203,898 0.08%
Abstain 4,318,142
Open proxies 1,063,211 or 0.42% of which 759,537 proxies in
favour of the Chair, shall be voted For the resolution
Changes to the Corporations Act 2001 also mean that there are
consequences for the company should there be a vote of greater than 25
per cent vote by shareholders AGAINST the adoption of the remuneration
report.
With this in mind, your Board believes it appropriate that the voting on
this item be conducted by poll rather than by a show of hands. I now call
for a poll to be held on this resolution which will be held at the end of this
meeting, together with any poll on any other resolution.

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 7

Election of directors
We will now move to Item 3 on the agenda, the election of director – Mr
Rob Fyfe.
As stated in the notice, Rob Fyfe retires in accordance with the Company’s
Constitution and Listing Rule 14.5 and, being eligible, offers himself for
re-election as a Non-Executive Director. Rob’s experience and details are
set out in the directors’ report on page 31 of the annual report and in the
explanatory memorandum which accompanied the Notice of Meeting.
Each of the directors, other than Rob Fyfe standing for re-election,
recommends the re-election of Mr Fyfe.
I have pleasure in moving that Mr Rob Fyfe, who retires by rotation in
accordance with Listing Rule 14.5 and Article 38.4 of the Company’s
Constitution and, being eligible, is re-elected a director of the company.
Are there any comments or questions?
The proxy votes received are as follows:
For 257,946,947 94.38%
Against 14,282,356 5.23%
Abstain 4,053,472
Open proxies 1,044,526 or 0.39% of which 752,805 proxies in
favour of the Chair, shall be voted For the resolution
Mr Rob Fyfe will not vote on this matter.
Your Board believes it appropriate that the voting on this item be
conducted by poll rather than by a show of hands. I now call for a poll to
be held on this resolution which will be held at the end of this meeting,
together with any poll on any other resolution.

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 8
Poll
As determined earlier in the meeting, a poll would be held on Resolutions
1 and 2 at the conclusion of all other business of the AGM.
We will now hold the poll on those resolutions.
I appoint Chris Buttery, a manager of Computershare Investor Services,
assisted by members of his staff, as Returning Officer for this meeting. Mr
Buttery is appointed to conduct the Poll.
Chris Buttery will now run through the Poll procedures
Poll Procedures
Shareholders and proxy holders would have received, on registration, a
blue voting paper, that provides for the holding of a poll on any of the
resolutions put to shareholders.
A poll has been called by myself as Chair of the meeting on Resolutions 1
and 2 and we will now hold the poll on these Resolutions.
Firstly, if there is any person present who believes they are entitled to vote
but has not registered to vote, would you please raise your hand for
assistance.
The persons entitled to vote on this poll are all shareholders,
representatives and attorneys of shareholders, and proxyholders who hold
blue admission cards.
On the reverse of your blue admission card is your voting paper and
instructions.
I will now go through the procedures for filling in the voting papers.
Proxyholders have attached to their admission card a Summary of Proxy
Votes which details the voting instructions, for business items on the
appointment documents in your favour. By completing the voting paper,
when instructed to vote in a particular manner, you are deemed to have
voted in accordance with those instructions.
In respect of any open votes a proxyholder may be entitled to cast, you
need to mark a box beside the motion to indicate how you wish to cast
your open votes.
Proxyholders should refer to the Summary of Proxy Votes form attached
to your voting paper for further information.

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 9
Shareholders also need to mark a box beside the motion to indicate how
you wish to cast your votes.
Please ensure you print your name where indicated and sign the voting
paper. When you have finished filling in your voting paper, please lodge it
in a ballot box to ensure your votes are counted.
If you require any assistance, please raise your hand.
Would you please indicate by raising your hand if you require more time
to complete and lodge your voting paper (read out again if necessary).
I now declare the poll closed
The results of the Poll will be announced on the ASX and NZX later today
and will be displayed on the Company’s website.
Closure
That concludes the formal part of the annual general meeting. I now invite
shareholders who may have questions or comments not related to the
specific business of the meeting to speak.
Thank you all for your attendance and interest and we look forward to
your continued support in the coming year.