Michael Hill International Limited logo

Preliminary Final Report

Full Year Results26 August 2018MHJConsumer Discretionary

ABN25610937598
Appendix 4E

Results for announcement to the market

Year ended report 30 June 2018

Reporting period

Reporting period:12 months ending 30 June 2018

Previous reporting period:12 months ending 30 June 2017

Results for announcement to the market

$'000

Revenue from ordinary activitiesUp4.4% to575,549

Earnings before interest and taxation (EBIT) from continuing

operations*Down19.5% to50,147

Normalised EBIT before one-off items*Down16.6% to40,106

Net profit after tax (from ordinary activities) for the period

attributable to membersDown85.9% to4,610

* EBIT and Normalised EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information on page 10 of

the Directors Report for an explanation of Non-IFRS information and a reconciliation of EBIT from continuing operations and

Normalised EBIT.

Brief explanation of figures reported above to enable the figures to be understood

This report is based on the consolidated financial statements which have been audited and an unqualified opinion

given. For commentary on the results, please refer to the attached full financial report for all other disclosures in

respect of the Appendix 4E.

Dividends

Amount per

security

Franked

amount per

security

Interim dividend (cents per share)2.50-

Final dividend (cents per share)2.50-

Record date for determining entitlements to the final dividend is 14 September 2018. The payment date is 28

September 2018.

20182017

Net tangible assets

Net tangible asset backing per ordinary security

$0.46

$0.50

Emma Hill

Chair

Brisbane
24 August 2018

Webcast scheduled to take place at 1.00pm (AEST) on Monday 27 August 2018. Please use the following link to

register.

https://edge.media-server.com/m6/p/jzp4h9s6

Media & Investors:

Phil Taylor

Chief Executive Officer

+61 7 3114 3500

www.michaelhill.com.au

www.emmaandroe.com.au

http://investor.michaelhill.com

ABN 25 610 937 598

Michael Hill International Limited
ABN 25 610 937 598

Directors’ report and annual financial report - 30 June 2018

Contents

Page

Corporate directory1

Directors' report2

Principal activities2

Dividends2

Significant changes in the state of affairs2

Likely developments and expected results of operations2

Review of operations3

Environmental regulation11

Information on Directors11

Company secretary14

Meetings of directors15

Remuneration report (audited)15

Insurance of officers and indemnities32

Non-audit services33

Auditor's independence declaration33

Rounding of amounts33

Financial statements35

DISCLAIMER
Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are

statements (other than statements of historical fact) relating to futureevents and the anticipated or planned

financial and operational performance of Michael Hill International Limited and its related bodies corporate (the

Company). The words “targets,” “believes,” “expects,” “aims,” “intends,” “plans,” “seeks,” “will,” “may,” “might,”

“anticipates,” “would,” “could,” “should,” “continues,” “estimates” or similar expressions or the negatives thereof,

identify certain of these forward-looking statements. Other forward-looking statements can be identified in the

context in which the statements are made. Forward-looking statements include, among other things, statements

addressing matters such as the Company’s future results of operations; financial condition; working capital, cash

flows and capital expenditures; and business strategy, plans and objectives for future operations and events,

including those relating to ongoingoperational and strategic reviews, expansion into new markets, future product

launches, points of sale and production facilities.

Although the Company believes that the expectations reflected in these forward-looking statements are

reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other

important factors that could cause theCompany’s actual results, performance, operations or achievements or

industry results, to differ materially from any future results, performance, operations or achievements expressed

or implied by such forward-looking statements.

Such risks, uncertainties and other important factors include, among others: global and local economic

conditions; changes in market trends andend-consumer preferences; fluctuations in the prices of raw materials,

currency exchange rates, and interest rates; the Company’s plans or objectives for future operations or products,

including the ability to introduce new jewellery and non-jewellery products; the ability to expand in existing and

new markets and risks associated with doing business globally and, in particular, in emerging markets;

competition from local, national andinternational companies in the markets in which the Company operates; the

protection and strengthening of the Company’s intellectual property rights, including patents and trademarks; the

future adequacy of the Company’s current warehousing, logistics and information technology operations;

changes in laws and regulations or any interpretation thereof, applicable to the Company’s business; increases to

the Company’s effective tax rate or other harm to the Company’s business asa result of governmental review of

the Company’s transfer pricing policies, conflicting taxation claims orchanges in tax laws; and other factors

referenced to in this presentation.

Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be

incorrect, the Company’s actual financial condition, cash flows or results of operations could differ materially from

that described herein as anticipated,believed, estimated or expected.

The Company does not intend, and do not assume any obligation, to update anyforward-looking statements

contained herein, except as may be required by law. All subsequent writtenand oral forward-looking statements

attributable to us or to persons acting on the Company’s behalf are expressly qualified in their entirety by the

cautionary statements referred toabove and contained elsewhere in this announcement.

Michael Hill International Limited
Corporate directory

Directors

E J Hill

B.Comm., M.B.A.

Chair

Sir R M Hill

K.N.Z.M.

GWSmith

B.Comm., F.C.A., F.A.I.C.D.

RIFyfe

J S Allis

Company Secretary

K A Hammond

LLB (Hons), BA, GradDipLegPrac

Principal registered office in Australia

Metroplex on Gateway

7 Smallwood Place

Murarrie QLD 4172

Australia

GPO Box 2922

Brisbane QLD 4001

Australia

Telephone +61 7 3114 3500

Fax +61 7 3399 0222

Share registrar

Computershare Investor Services Pty Ltd

Level 1

200 Mary Street

Brisbane QLD 4000

1300 552 270 (within Australia)

+61 3 9415 4000 (outside of Australia)

Auditor

Ernst & Young

Level 51

111 Eagle Street

Brisbane QLD 4000

Solicitors

HopgoodGanim Lawyers

Level 8

Waterfront Place

Brisbane QLD 4000

Bankers

Australia and New Zealand Banking Group Limited

ANZ Banking Group (New Zealand) Limited

Bank of Montreal

Bank of America N.A.

Website

www.michaelhill.com.au

www.emmaandroe.com.au

investor.michaelhill.com

Email

inquiry@michaelhill.com.au

1

Michael Hill International Limited
Directors' report

30 June 2018

The Directors present their report on the consolidated entity (referred to hereafter as the ‘Group’) consisting of

Michael Hill International Limited ACN 610 937 598 (‘Michael Hill International’ or the ‘Company’) and all

controlled subsidiaries for the year ended 30 June 2018.

Principal activities

The Group operates predominately in the retail sale of jewellery and related services sector in Australia, New

Zealand and Canada.

During the year, the Group exited its US operations and is in the process of exiting the Emma & Roe brand.

These segments have been reclassified as discontinued operations for the2017 and 2018 financial year. There

have been no other significant changes inthe nature of the Group's activities during the year.

Dividends

Dividends paid to members during the financial year were as follows:

2018

$'000

2017

$'000

Final ordinary dividend for the year ended 30 June 2017 of AU 2.5 cents (2016-

AU 2.5 cents) per fully paid share paid on 29 September 2017 (2016 - 6 October

2016)

9,685

9,578

Interim ordinary dividend for the year ended 30 June 2018 of AU 2.5 cents (2017

- AU 2.5 cents) per fully paid share paid on 29 March 2018 (2017 - 31 March

2017)

9,686

9,686

The Directors have declared the payment of a final dividend of AU 2.5 cents per

fully paid ordinary share* (2017 - AU 2.5 cents). The final dividend will be

unfranked for Australian shareholders and fully imputed for New Zealand

shareholders. The aggregate amount ofthe proposed dividend expected to be

paid on 28 September 2018 out of retained earnings, but not recognised as a

liability at year end, is

9,686

9,686

* This will not be declared as conduit foreign income, therefore Australian withholding tax will be deducted from

the dividend payment for foreign (non-Australian tax resident) shareholders.

Significant changes in the state of affairs

During the year the Group exited its loss making retail operations in the USand is in the process of exiting the

Emma & Roe brand. Assets in both segments were impaired as appropriate. As at 30 June 2018, all US stores

have been closed. Of the 30 Emma and Roe stores, 24 stores were closed as at 30June 2018. The closure

programme for the final six Emma & Roe stores is still in progress. Impairedassets on hand relating to the Emma

& Roe closures will be disposed of when it is determined they will not be redeployed.

Likely developments and expected results of operations

Information on likely developments in the Group’s operations and the expected results of operations have been

included in the Operational Review and Outlook sections of this report.

2

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Review of operations

In Australian dollars, the Group hasreported operating revenue from continuing operations of $575.5m,

producing earnings before interest andtax ('EBIT') for continuing operations of $50.1m. The Group reported a net

profit after tax ('NPAT') from continuing operations of $34.8m for the 2018 financial year, and a statutory net profit

after tax of $4.6m. Normalised EBIT for the Group was $40.1m for the year. Normalised EBIT excludes one off

costs, including Emma & Roe and US closure costs and significant items per the Non-IFRS Information note on

page 10.

* EBIT and Normalised EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information

on page 10 of the Directors Report for an explanation of Non-IFRS information and a reconciliation of EBIT from

continuing operations and Normalised EBIT.

Cash, Cash flow and Dividends

The Group has an equity ratio of 50.4% at 30 June 2018 (52.0% in 2017), and a working capital ratio of 2.6:1

(3.0:1 in 2017). Net operating cash flows were $54.9m compared to $39.8m the previous year. Net debt at 30

June 2018 was $28.0m compared to $39.4m at 30 June 2017.

The Group remains in a strong financial position to continue to invest in improvements to its systems,

infrastructure and capabilities, and position the business for future growth opportunities.

Despite the one off costs and operating losses associated with the discontinued Emma & Roe and US

operations, which impacted statutory profit after tax, the Group's debt levels reduced with higher operational cash

flows. Accordingly, for shareholders, the dividend for the year was maintained at AU 5.0 cents (2017 - AU 5.0

cents) per share. There will be a finaldividend of AU 2.5 cents per share payable on 28 September 2018. The

final dividend will be unfranked for Australian shareholders and fully imputed for New Zealand shareholders.

Operational Review

The Group achieved the following key outcomes for the 2018 financial year:

•Revenue from continuing operations increased 4.4% to $575.5m

•Statutory net profit after tax for the Group of $4.6m ($34.8m profit aftertax from continuing operations)

•Same store sales from continuing operations were up 0.4%

•Online sales grew by 57.4% to $10.3m

•Canadian segment continues to gain market share with same store sales increase of 3.8% and a record

EBIT for the year of CA$14.6m

•EBIT from continuing retail segments (Australia, New Zealand, Canada) of $89.1m down 1.6% from prior

year of $90.5m.

•Branded collection sales increased to 18.0% of total product sales, up from 14.2% on the prior year

•Sale of Professional Care Plans ('PCP') amounted to $35.7m for continuing operations, increasing

deferred revenue on the balance sheet from PCP sales to $80.0m

•Gross margin increased in all continuing retail segments (Australia +0.7%, New Zealand +0.3%, Canada

+1.1%), offset by stock provisions, including for Emma & Roe, leaving gross margin for the Group flat on

prior year at 63.7%

•Dividend of 5.0 cents in line with prior year

•Net operating cash inflow was$54.9m, up on $39.8m in prior year

•Net debt of $28.0m down from $39.4m

•EBIT before one-off itemsof $40.1m, down from $48.1m

•One off costs including write-down and disposal of assets and lease settlement costs relating to US and

Emma & Roe exits amounting to $25.5m. Significant items include a $1.4m employee benefits

revaluation.

•17 Michael Hill stores were opened and five were closed within our three core markets during the year.

24 Emma & Roe stores and 9 stores in the US were closed. There was a total of 312stores trading as at

30 June 2018, including 6 Emma & Roe stores.

3

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Review of operations (continued)

Operational Review (continued)

2017-18 was a year of recalibration and repositioning which saw the Group undertake a strategic review.

Despite significant investment into the US business, the Group's lack of scale combined with the competitor

dynamic and sector outlook in that market led to the conclusion that we would not generate an adequate return

on further investment in the business, and the decision was made in January2018 to close all US stores.

The decision was also made to close the Emma & Roe brand, which had failed to meet performance projections.

This followed an in-depth review and analysis of the global jewellery market and emerging trends which identified

an opportunity to reposition the Emmaand Roe brand, however it was determined that this was not an immediate

strategic priority. The Emma & Roeproposition remains a compelling opportunity to be explored at the

appropriate time.

The Group’s operational results were impacted materially due to a combination of closure costs for the US and

Emma & Roe businesses and performancedeterioration in these segments once closure was announced.

Revenue from continuing operations grew 4.4%, with same store sales up 0.4%. Canada produced pleasing

same store sales growth of 3.8% and a record EBIT result. New Zealand had solid same store sales growth of

2.3% and EBIT slightly down on last year, while Australia did not meet performance projections with flat sales

and a decline in EBIT contribution.

Gross margin grew across all continuing retail segments (Australia +0.7%, New Zealand +0.3%, Canada +1.1%)

as a result of our proprietary collection strategy commanding a premium.

During the 2017-18 year the Group implemented a new Point of Sale system, with all 171 Australian stores

changed over during the 12 months, with New Zealand and Canadian stores to be completed in the first quarter

of 2018-19. This was a major investment for the business and is a key enableras part of a larger strategic

roadmap for the Group’s information systems. The Group is undertaking a staged program of investment in its

finance, human resourcing, customerexperience and inventory management systems and supporting cloud

based infrastructure.

PCP revenue has again provided strong cash flow for the Group. The PCP program is designed to provide a

comprehensive suite of care services to our customers so they can maintaintheir jewellery in pristine condition.

Total sales from these plans for continuing operations amounted to $35.7m, and at 30 June 2018 there was

$80.0m of deferred PCP revenue held on the statement of financial position. $31.9m in PCP revenue was

recognised for continuing operations in the 2017-18 year, down 0.6% on theprevious year.

In-house credit now represents 28.0%of Canadian sales. The North American loan book was $20.5m at 30 June

2018 compared to $17.7m at 30 June 2017, with bad debts running at 4.7% of in-house credit sales for the year,

which is in alignment with expectations for credit default rates. The US book is being closely monitored as the US

book winds down following US store closures. While US default rates have lifted, this was anticipated, it is being

managed and an uptick in default rates has been provided for.

The Group's e-commerce platform continues to support the retail segmentswell with revenue increasing by

57.4%, driven by increased visitation and higher online conversion. e-commerce sales now represent over 1.8%

of the Group's total revenue.

As at 30 June 2018, the Group operated Michael Hill e-commerce sites in all of the countries we operate in and

an Emma & Roe e-commerce site in the Australian market which is expected to operate for at least part of the

coming financial year, to facilitate stock clearance for that brand.

4

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Review of operations (continued)

Operational Review (continued)

There were 306 Michael Hill stores and 6 Emma & Roe stores trading as at 30 June 2018.

Review of 2017-2018 Priorities

Same stores sales growth in all markets and for

both brands of above 2%

Same stores sale growth of 0.4% occurred within

the Michael Hill segments of Australia, New

Zealand and Canada. Below target Australian

performance prevented attainment of our 2% goal.

Open at least 10 new Michael Hill stores across all

markets

17 new Michael Hill stores were opened during the

year, well ahead of our original goal.

Continue to review the Emma & Roe brand and

adjust the brand and offering

A review of the Emma and Roe business in early

2018 lead to the decision to close the brand.

To reduce the US operating losses and develop a

viable model

A decision to exit the US market was announced

during the year and all stores have now been

closed

Branded collection sales to reach 18%Michael Hill branded collections sales reached

18.0% of total sales.

Improved inventory management delivering

increase in GMROI (gross margin return on

investment) and stock turn

GMROI was 1.48, up on prior year of 1.42. This

was a pleasing improvement achieved through a

combination of inventory range refinement and

improved margin management. Stock turn was 1.11

for the year, in line with prior year.

Continue to develop the e-commerce business and

grow to 2% of Group revenue

e-commerce sales grew 57.4% to $10.3m,

amounting to 1.8% of total sales for the financial

year. The business continued to plan and invest in

better online capabilities, which will reap benefits in

the years ahead when fully evolved.

Continued information systems investment to

migrate the organisationonto a highly integrated

ERP environment

There was a continued investment in technology

and key systems during the period consistent with

the approved roadmap for our IT systems. New IT

systems and investment in the development of

future systems amounted to $6.5m during the year.

Segment Results

The operational segments reported below reflect the performance of the Michael Hill and Emma & Roe retail

operations in each geographic segment, including the discontinued operations of Emma & Roe and Michael Hill

United States. The operational segments include trading activity from our online presence and our North

American in-house credit function.The segments exclude revenue and expenses that do not relate directly to the

relevant Michael Hill or Emma & Roe retail segments, and are treated as unallocated. These predominately relate

to corporate costs and Australian based support costs, but also include the manufacturing activities, warehouse

and distribution, interest and company tax.

The Michael Hill United States and Emma& Roe segments were classified as Discontinued Operations during

the year following the announcement of their planned closure. As a result,the Michael Hill United States and

Emma & Roe segments were removed fromthe Group’s total segment result reported in the consolidated

financial statements.

The results below are expressed in local currency.

5

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Review of operations (continued)

Michael Hill Australia

OPERATING RESULTS (AU $000)20182017201620152014

Revenue325,709321,981309,457294,442298,474

Gross profit206,303201,707194,152183,582187,381

Gross profit as a % of revenue63.3%62.6%62.7%62.3%62.8%

EBIT48,62151,68849,97545,93347,493

As a % of revenue14.9%16.1%16.1%15.6%15.9%

Number of stores171166168167164

The Australian retail segment revenue increased by 1.2% to $325.7m, with same store sales 0.9% down on prior

year. A focus by management on margin management helped gross profit grow from 62.6% to 63.3% during the

year. However, rising costs combined with a challenging retail environment resulted in EBIT reducing to $48.6m.

A decision was made during the year to split the management of the large Australian segment into two

businesses each led by a Retail General Manager with their own regional management teams.

Seven stores were opened in Australia during the period as follows:

• Belmont Forum, Western Australia

• DFO Essendon, Victoria

• DFO Moorabbin, Victoria

• George Street Sydney CBD, New South Wales

• Mandurah, Western Australia

• Mildura, Victoria

• Palmerston, Northern Territory

Two stores closed during the period. There were 171 stores trading at 30 June 2018. The Group plans to expand

its store footprint by four new storesduring the 2018-19 year. It is anticipated there will be store closures

occurring in the coming year as part of the Group’s active management of itsstore portfolio.

Michael Hill New Zealand

OPERATING RESULTS (NZ $000)20182017201620152014

Revenue125,239121,970122,903113,983109,693

Gross profit77,67375,20475,89570,48867,799

Gross profit as a % of revenue62.0%61.7%61.8%61.8%61.8%

EBIT27,80027,83627,13623,54522,102

As a % of revenue22.2%22.8%22.1%20.7%20.1%

Number of stores5252525252

FX rate for profit translation1.091.061.091.071.10

The New Zealand retail segment revenue increased 2.7% to NZ$125.2m for the12 months, and the segment

achieved a solid EBIT result of NZ$27.8m, in line with the prior year. The focus on this mature market has been

to improve store locations where possible, build average store sales through a broadening of our product offer

and improving our online sales channel.

Two stores were opened in New Zealand as follows:

• Silverdale, Auckland

• Victoria Street, Wellington

Two stores closed during the period. There were 52 stores trading at 30 June2018. There are currently plans to

open one new store during 2018-19.

6

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Review of operations (continued)

Michael Hill Canada

OPERATING RESULTS (CA $000)20182017201620152014

Revenue130,762112,72195,42379,09769,025

Gross profit81,57669,07859,25248,68942,466

Gross profit as a % of revenue62.4%61.3%62.1%61.6%61.5%

EBIT14,60512,3868,9296,0413,923

As a % of revenue11.2%11.0%9.4%7.6%5.7%

Number of stores8376676054

FX rate for profit translation0.981.000.970.970.98

The Canadian retail segment revenue increased by 16.0% for the twelve months to CA$130.8m, with same store

sales increasing 3.8% and gross margin lifting to 62.4%. The Canadian segment continues to show good growth

as we achieve scale and increase market share with EBIT increasing to a record CA$14.6m, 11.2% of revenue.

While sales did slow during the 2017-18 year, in the second half in particular, the Company is confident that

continued growth can be achieved in the coming year.

Eight stores were opened in Canada during the period, as follows:

• Conestoga Mall, Ontario

• Edmonton Outlet, Alberta

• Fairview Mall, Ontario

• McAllister Place, Ontario

• Orchard Park Mall, British Colombia

• Park Place, Alberta

• Regent Mall, New Brunswick

• Vaughan Mills, Ontario

One store closed during the period. There were 83 stores trading at 30 June 2018. There is potential for up to

100 stores in Canada, and the Group plans to open at least five stores duringthe 2018-19 year, subject to

availability of suitable sites.

Michael Hill USA

OPERATING RESULTS (US $000)20182017201620152014

Revenue9,32012,49814,20311,2909,994

Gross profit5,4207,5648,3636,5355,971

Gross profit as a % of revenue58.2%60.5%58.9%57.9%59.7%

EBIT(9,840)(3,821)(2,599)(1,916)(2,283)

As a % of revenue(105.6%)(30.6%)(18.3%)(17.0%)(22.8%)

Number of stores-91098

FX rate for profit translation0.780.750.730.830.92

.

Included in EBIT figures above:

Impairment and disposal of assets2,775595

Lease settlement and onerous lease

provision3,95871

The Group exited the US operations during the year and closed all stores. Nostores were trading as at 30 June

2018.

7

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Review of operations (continued)

Emma & Roe

OPERATING RESULTS (AU $000)2018201720162,015

Revenue16,93415,4489,5394,879

Gross profit11,21610,2016,6633,374

Gross profit as a % of revenue66.2%66.0%68.9%69.2%

EBIT(21,790)(7,051)(2,418)(2,884)

As a % of revenue(128.7%)(45.6%)(25.3%)(59.1%)

Number of stores629168

.

Included in EBIT figure above:

Impairment and disposal of assets7,412

Lease settlement and onerous lease provision6,037

Emma & Roe reported sales of $16.9m for the year. Emma & Roe results during the second half of the year were

impacted by the announcement to reduce thebrand’s store footprint by 24 stores, with 5 closing in April and 19

closing in June. The closure programme for the final six Emma & Roe stores isstill in progress.

Strategic Update

In the latter half of the year, a detailed strategic review was conducted. The purpose of the review was to identity

performance improvement opportunities for the Group within the context of the rapidly changing retail

environment and changes in how customers shop.

Five strategic shifts have been identified, designed to reposition Michael Hill from a traditional retailer to a

differentiated omni-channel brand.

Implementation of these changes is intended to increase market share through improved customer engagement

across all channels and increased frequency of visit.

The five key strategic shifts are:

1.

Omni-channel:

Building capability to deliver a seamless customer experience.

Evolving our online experience, including integration of digital and social channels with our store

network, to enable a seamless experience for customers where and when theyengage with us.

2.

Customer loyalty:

Building data capability to better service customers.

Using data driven customer insights to deliver tailored customer experiences to drive brand

loyalty and advocacy.

3.

Unique branded collections:

Escalate our growth of branded collections.

Through enhanced designer capability,create unique branded collections to meet growing

customer demand for differentiated products.

4.

Brand position:

Strengthen and grow brand loyalty.

Based on recent brand review, we will reposition our brand in market to meetthe changing

consumer landscape.

5.

Operational excellence:

Enhance execution capability and agility.

Build capability and agility throughout the organisation to adapt quickly to a fast changing retail

environment.

8

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Review of operations (continued)

To deliver against this ambition, investment will be made in capability and infrastructure. We will add capability to

the Group through the addition of a Chief Operating Officer and Chief People Officer at the executive level. A

dedicated project management team has beenestablished to execute and manage initiatives in support of the

five strategic shifts identified above. Significant investment is beingmade in additional roles in data and digital,

together with capital investment in enabling systems and infrastructure. This will require the investment of

additional unallocated corporate costs of ~$3m in the coming 2018-19 year, with total planned capex across new

and refurbished stores, IT systems, tools and infrastructure of ~$25m (2017-18: $24.6m).

2018-19 is a foundational year with benefits from these investments to be progressively realised. A differentiated

offer in brand, product and experience would provide a platform to establish new channels and markets if

considered appropriate in the coming years.

Outlook

We are committed to expanding the Michael Hill brand in all three markets ofAustralia, New Zealand and

Canada with plans to open a minimum of 10 new stores in 2018-19 across these three markets, subject to site

availability. With this store growth, underpinned by the five identifiedstrategic shifts, it is planned that our

differentiated offer will deliver growth in all markets and take market share. The business will be focussed on

quality of earnings and continued strong gross margin performance.

In the 2018-19 year we will work to deliver a better quality in-store customer experience. Proprietary branded

collections revenue is planned to continue to grow as we increase investment in these ranges. Branded

collections provide a unique product offering to our customers and in doing so, builds strong brand equity in the

markets we operate in.

While the Australian segment has reached maturity in terms of overall store numbers, it still offers potential for

improved EBIT performance through a combination of increased productivity from the retail teams, improved

margins, property portfolio refinements, online revenue growth, new product collections and an enhanced

customer experience.

The New Zealand business is expected to continue to perform well and will benefit from increased online

revenue, extended product offering, improved margins, a continued refinement of the property portfolio and

improved cost efficiencies, together with exploring opportunities to tap into the growing Asian consumer market.

Canada still has opportunities for further store growth and we will continue to work to build its profitability through

its maturing store portfolio, online revenue growth, optimisation of itsin-house credit program, and increased

productivity of its retail teams.

e-commerce revenue is planned to continue to grow steadily in coming yearsas we refine our offer and optimise

the online channels. Further planned investment in our e-commerce capability will take full advantage of this

growth opportunity.

Continued strong operational cash flows enable further debt reduction and capital investment levels to be

maintained, while also leaving the Group well placed to explore opportunities aligned with the five strategic shifts.

9

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Review of operations (continued)

Priorities for 2018-19

Open at least 10 new Michael Hill stores across all markets

Reposition Michael Hill from a traditional retailer to a unique omni-channel retailer.

Branded Collection sales to grow as a percentage of total revenue.

Continued improvement in inventory management to deliver further improvement in GMROI (gross

margin return on investment).

Continue to invest in and develop the e-commerce business.

Risk Management

RiskStrategies and mitigation

Inadequate business continuity program and/or

disaster recovery strategies

The process of updating the Group’s business continuity plan

and disaster recovery processes will continue into the coming

year. Additional internal resource has been put in place and

external consultants continue to be used to help with

penetration testing and to provide other technical

assessments.

Insufficient leadership talent to meet growth

plans

The decision was made recently to appoint a Chief People

Officer to the executive team in an effort to strengthen our

focus on people planning, talent acquisition and development

of this vital resource. We are confident our people and talent

strategies will continue to deliver sufficient quality resource to

the business.

Systems capability does not meet demands of

business

A structured plan of system review involving significant

investment has begun to facilitate the upgrade of our key

business systems.

Risk of a disruptor or new competition entering

our markets

We are committed to improving and differentiating the brand

from our existing competitors to create a point of difference

and acquire market share. This in itself helps mitigate the risk

of other competitors entering our key markets and taking

material market share.

Breach of regulation or law in one of our

jurisdictions in an ever increasingly complex

legal compliance environment.

The Company invests via an in-house legal team who are

focused on compliance in our three markets and by utilising

external legal firms for specialised legal advice when

required.

Inability to adjust to the rapidly changing

consumer segment and retail environment

As mentioned in the strategic update, the Group is in the

process of investing in improved infrastructure and

capabilities with a goal to meet the rapidly changing retail

environment and the consumer of tomorrow.

Non-IFRS Financial Information

This report contains certain non-IFRSfinancial measures of historical financial performance. Non-IFRS financial

measures are financial measures otherthan those definedor specified under all relevant accounting standards.

The measures therefore may not be directly comparable with other companies' measures. Many of the measures

used are common practice in the industry in which MHI operates. Non-IFRS financial information should be

considered in addition to, and is not intended to be a substitute for, or more important than, IFRS measures. The

presentation of non-IFRS measures isin line with Regulatory Guide 230 issued by Australian Securities and

Investments Commission (ASIC) to promote full and clear disclosure for investors and other uses of financial

information, and minimise the possibility of those users being misled by such information.

10

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Non-IFRS Financial Information (continued)

The measures are used by management and Directors for the purpose of assessing the financial performance of

the Group and individual segments. TheDirectors also believe that these non-IFRS measures assist in providing

additional meaningful information on the drivers of the business, performance and trends, as well as the position

of the Group. Non-IFRS financial measures are also used to enhance the comparability of information between

reporting periods by adjusting for non-recurring or controllable factors which affect IFRS measures, to aid the

user in understanding the Group's performance. Consequently, non-IFRS measures are used by the Directors

and management for performance analysis, planning, reporting and incentive setting. These measures are not

subject to audit.

The non-IFRS measures used in describing the business performance include:

• Same store sales

• Earnings before Interest, tax, depreciation and amortisation (EBITDA)

• Earnings before Interest and tax (EBIT)

• Normalised EBIT

• Significant item

Calculation of Normalised EBIT

Normalised EBIT has been calculated as follows:

$000's

EBIT from continuing operations50,147

EBIT from discontinuing operations

(36,937)

Group EBIT

13,210

blank

Add back E&R and US closure costs:

Lease settlements9,833

Impairment and asset disposals11,188

Make good expenses177

Employee redundancies1,743

Provision for stock obsolescence1,600

Other expenses (Including consulting, legal fees, packaging,

stationery, travel)964

blank

Add back significant item:

Revaluation of employee benefits1,391

blank

Normalised EBIT

40,106

Environmental regulation

The Group has determined that no particular or significant environmentalregulations apply to it.

Information on Directors

Information on Directors of Michael Hill International Limited in officeduring the financial year and until the date of

this report are set out below.

11

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Information on Directors (continued)

Emma Jane Hill (Chair) B.Com, M.B.A

Experience and

expertise

Emma was appointed a Director of the Company on 9 June 2016.

Emma has over 30 years’ experience with subsidiaries of the Company commencing

on the shop floor in Whangarei, New Zealand. She held a number of management

positions in the Australian company before successfully leading the expansion of the

Group into Canada as Retail General Manager in 2002.

In 2011 Emma was appointed as Deputy Chair of the listed New Zealand entity and

was appointed by the Board as Executive Chair of that company in December 2015.

Emma holds a Bachelor of Commerce degree and an MBA from Bond University.

Other current

directorships

None

Former directorships in

last 3 years

None

ResponsibilitiesChair

Non-Executive Director

Member People Development and Remuneration Committee

Interests in shares and

options

167,487,526 Ordinary Shares

Sir Richard Michael Hill K.N.Z.M.

Experience and

expertise

Sir Michael was appointed a Director of the Company on 9 June 2016.

Sir Michael is the founder of Michael Hill Jeweller and was appointed as a Director of

Michael Hill New Zealand Limited on 30 March 1990. He had 23 years of jewellery

retailing experience before establishing Michael Hill in 1979, which then listed on the

New Zealand Stock Exchange in 1987. Sir Michael’s visionary leadership has been

the foundation for the Company’s successful international expansion. In2008 he was

recognised as Ernst & Young’s ‘Entrepreneur of the Year’ and in 2011 was appointed

a Knight Companion of the New Zealand Order of Merit for services to business and

the arts.

Sir Michael was appointed Founder President of the New Zealand listed entity in 2015

in recognition of his special connection with Michael Hill for over 35 years.

Sir Michael led the Group as Chairman from 1987 until December 2015.

Other current

directorships

None

Former directorships in

last 3 years

None

ResponsibilitiesNon-Executive Director

Interests in shares and

options

148,330,600 Ordinary Shares

12

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Information on Directors (continued)

Gary Warwick Smith B.Com, F.C.A., F.A.I.C.D.

Experience and

expertise

Gary was appointed a Director of the Company upon incorporation on 24 February

2016.

Gary has had extensive Director experience. He is Chairman of Flight Centre Travel

Group, one of Australia’s top 100 public companies and is a member of their Audit

and Remuneration sub-committee. He isa Chartered Accountant and a Fellowof the

Australian Institute of Company Directors.

He is also a Director of Tourism Events Queensland and Chair of its Audit andRisk

Committee.

Other current

directorships

Flight Centre Travel Group Limited

Tourism Events Queensland

Former directorships in

last 3 years

None

ResponsibilitiesNon-Executive and Independent Director

Chair Audit and Risk Management Committee

Member People Development and Remuneration Committee

Interests in shares and

options

30,000 Ordinary Shares

Robert Ian Fyfe BEng, F.E.N.Z.

Experience and

expertise

Rob was appointed a Director of the Company on 9 June 2016.

Rob served as CEO of Air New Zealand between 2005 and 2012, a period that saw a

resurgence in Air New Zealand to become one of the most recognised and awarded

airlines in the world and one of the best performers in a tough industry.

Prior to Air New Zealand, Rob had gained extensive general management experience

in various retail businesses operating in New Zealand, Australia and GreatBritain.

Other current

directorships

Antarctica New Zealand

Air Canada

Former directorships in

last 3 years

Icebreaker Limited

ResponsibilitiesNon-Executive and Independent Director

Chair People Development and Remuneration Committee

Member Audit and Risk Management Committee

Interests in shares and

options

63,640 Ordinary Shares

13

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Information on Directors (continued)

Janine Suzanne Allis

Experience and

expertise

Janine was appointed a Director of the Company on 9 June 2016.

Janine is the Founder and Executive Director of Retail Zoo Pty Ltd which currently

owns three brands - Boost Juice, Salsa’s Fresh Mex Grill and Cibo. The RetailZoo

network has over 500 stores in 13 countries.

Janine’s strong retail experience was obtained by creating Boost Juice Bars and

turning it into an iconic Australian brand with over 95% awareness rate in the

Australian market. Drive and passion have translated into over $2 billionin global

sales from inception and has earned Janine many accolades, including Telstra

Businesswoman of the Year, Amex Franchisor of the Year and ARA Retailer of the

Year. She was inducted into the Australian Business Women Hall of Fame as well as

BRW listing Janine in the top 15 people who have changed the way we do businessin

the last 20 years.

Janine now shares her knowledge with others, including through her role asa ‘Shark’,

investor and mentor on Channel Ten’s Shark Tank.

Other current

directorships

Retail Zoo Pty Ltd

Former directorships in

last 3 years

None

ResponsibilitiesNon-Executive and Independent Director

Member Audit and Risk Management Committee

Interests in shares and

options

150,000 Ordinary Shares

Company secretary

The Company Secretary is K A Hammond LLB (Hons), BA, GradDipLegPrac. Katherine was appointed to the

position of Company Secretary on 22 January 2018, the same day she joined the Group.

Katherine holds a Bachelor of Laws with Honours and a Bachelor of Arts from the University of Queensland and

is admitted to practice as a Solicitor of the Supreme Court of Queensland. Prior to her appointment as Company

Secretary, Katherine practiced law for 8 years in the areas of mergers & acquisitions, capital markets and

corporate advisory, which includedadvising listed and unlisted entities on governance, compliance and

transactional matters.

Mary-Anne Greaves was appointed as Company Secretary on 11 July 2016 and resigned on 15 December 2017.

Andrew Lowe, Chief Financial Officer, was appointed as Company Secretaryon 15 December 2017 and resigned

as Company Secretary on 22 January 2018,upon the appointment of KatherineHammond.

14

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Meetings of directors

The numbers of meetings of the Company's Board of Directors and of each Board committee held during the year

ended 30 June 2018, and the numbers of meetings attended by each Director were:

Full meetings

Meetings of committees

of Directors

Audit and Risk

Management

People

Development and

Remuneration

ABABAB

E J Hill1313--44

Sir R M Hill

1013----

GWSmith

10132234

RIFyfe

11132244

J S Allis

131322--

A = Number of meetings attended

B = Number of meetings held during the time the Director held office or was a member of the committee during

the year

Committee membership

As at the date of this report, Michael Hill International Limited has an Audit and Risk Management Committee and

a People Development and Remuneration Committee.

Audit and Risk Management CommitteePeople Development and Remuneration

Committee

Gary Smith (c)Rob Fyfe (c)

Janine AllisEmma Hill

Rob FyfeGary Smith

(c) Designates chair of the committee

Remuneration report (audited)

The Directors present the 2018 Michael Hill International Limited remuneration report, outlining key aspects of

our remuneration policy and framework, and remuneration awarded during the 2018 financial year.

Remuneration framework

The information provided in this remuneration report has been audited as required by section 308(3C) of the

Corporations Act 2001.

Principles of compensation

Remuneration is referred to as compensation throughout this report.

Key management personnel ('KMP'), including Directors of the Company andother executives, have authority

and responsibility for planning, directing and controlling the activities of the Group.

For the 2018 financial year, it was determined that the KMP of Michael Hill International were:

• Chief Executive Officer (CEO) - Phil Taylor

• Chief Financial Officer (CFO) - Andrew Lowe (appointed 4 December 2017)

• Chief Information Officer (CIO) - Matt Keays

• Group Executive Supply Chain (GESC) - Galina Hirtzel

• Chief Customer Officer (CB&CO) - Vanessa Brennan (appointed 15 January 2018)

• Group Executive Human Resources (GEHR) - Stewart Silk

15

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Principles of compensation (continued)

Compensation levels for key managementpersonnel of the Group are competitively set to attract and retain

appropriately qualified and experienceddirectors and executives. The People Development and Remuneration

Committee obtains independent advice every three years on the appropriateness of compensation packages of

the Group given trends in comparative companies both locally and internationally, and the objectives of the

Group’s compensation strategy.

The compensation structures explained below are designed to attract suitably qualified candidates, reward the

achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The

compensation structures take into account the capability and experienceof the KMP, and the KMP's ability to

control the relevant segments performance.

The Executive Remuneration framework consists of:

(1)Total Fixed Remuneration ('TFR') - includes fixed cash remuneration and superannuation component.

(2)Short term incentive ('STI') - on target performance is determined as apercentage of TFR, 70% of the

STI is directly aligned to achieving the Group EBIT return on average totalassets ('ROA') hurdle (15%

ROA) and 30% based on achievement ofindividual performance plans.

(3)Long term incentive ('LTI') - alignment of executive incentives with the long term performance is

achieved by way of a deferred remuneration component. An issue of share rights is made to participants

of the scheme, the quantum being a % of the STI earned.

The current remuneration policy settings for the KMP are as follows:

CEOTFR set at 90% of market median

On target STI set at 75% of TFR

LTI set at 30% of STI achieved

CFOTFR set at 90% of market median

On target STI set at 50% of TFR

LTI set at 30% of STI achieved

CB&COTFR set at 90% of market median

On target STI set at 35% of TFR

LTI set at 30% of STI achieved

CIOTFR set at 90% of market median

On target STI set at 35% of TFR

LTI set at 30% of STI achieved

GESCTFR set at 90% of market median

On target STI set at 35% of TFR

LTI set at 30% of STI achieved

GEHRTFR set at 70% of market median

On target STI set at 35% of TFR

LTI set at 30% of STI achieved

Total fixed compensation

Fixed compensation consists of base compensation as well as leave entitlements and employer contributions to

superannuation funds.

Compensation levels are reviewed annually by the People Development and Remuneration Committee through a

process that considers individual, segment and overall performance of the Group. In addition, external

consultants provide analysis and advice every three years to ensure the Directors’ and senior executives’

compensation is competitive in the market place. A senior executive’s compensation is also reviewed on

promotion.

16

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Performance linked compensation

Performance linked compensation includes both short-term and long-termelements, and is designed to reward

senior executives for meeting or exceeding their financial and personal objectives. The STI is an ‘at risk’ annual

cash payment, while the LTI is a deferred compensation plan providing rights over ordinary shares of the

Company under the rules of the executive incentive plan.

Short-term incentive

The short term incentive scheme is comprised of two components; 70% of the STI for key management

personnel is linked to achievement of the Group's EBIT return on average total assets hurdle (15% ROA) for the

year and 30% is linked to the achievement of key performance indicators ('KPI's') that are agreed in personal

performance plans ('PPP's'), at the start of the reporting period.

The process and scheme provides an ongoing performance management system, along with integrated reporting

for visibility and transparency of progress by each senior executive. Theframework aligns the senior executive

KPIs to delivery of the strategic plan, divisional business plans along with critical operational measures and

leadership measures of each role. The following points outline the framework:

• The policy and framework cascades from the CEO to Group Executives with the intention in 2018-19 to

cascade relevant KPIs further down through the levels of management. Thisaims to ensure key aspects of

the Group’s strategic plan, divisional business plans, along with critical drivers of business outcomes are

clearly identified at each level ofleadership. This includes personal development plans, and leadership

performance.

• The metrics are assessed monthly (on a YTD basis) and along with normal operational metrics, provides the

basis for monthly work in progress ('WIP') reviews.

Long-term incentive

Options were issued under the Executive Incentive Plan (made in accordance with thresholds set in plans

approved by shareholders). The ability to exercise the options is conditional on continuing employment with the

Group. The options issued during the year relates to the entitlements set in the prior years. Options previously

issued are detailed in this report and most recent Appendix 3B.

The Company introduced a deferred compensation plan ('LTI') involving the granting of share rights to eligible

participants in the 2015-16 financial year and was approved by shareholders at the Company’s Annual General

Meeting held on 31 October 2016.

Under the plan, an executive may be granted share rights by the Company. Each share right represents a right to

receive one ordinary share in the Company, subject to the terms and conditions of the rules of the plan. An

allocation of share rights is made to each eligible participant on an annual basis to a value of 30% of the STI

payment earned

1

. The share rights progressively vest

2

over a 3, 4 and 5 year period from the date of issue and

are only retained on exiting the business in the event that the participantis deemed a 'Good Leaver' pursuant to

the LTI plan rules.

FeatureDescription

Opportunity/

Allocation

30% of respective STI which is issued to the Executive by way of share rights

which are granted and vest in 3 tranches. Each right represents a right to acquire

one ordinary share in the Company.

TranchesYear 3 - provided participant remains employed with the Company, 25% will vest

Year 4 - provided participant remains employed with the Company, 25% will vest

Year 5 - provided participant remains employed with the Company, 50% will vest

ExerciseOnce the rights have vested, Participants can exercise them. They can be

exercised by completing and returning to the Company an Exercise Notice.

ExpiryRights will expire on the date 15 years from the grant date

17

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Long-term incentive (continued)

In addition to the share rights issued to the CEO and other eligible senior executives of the Group under the

incentive plan, the CEO was granted share rights as part of the CEO package,which were granted to Mr Taylor

during his tenure as interim CEO between 8 August 2016 and 6 March 2017. An allocation of share rights equal

to 75% of 2016 TFR ($325,500) per annum for 3 years from 1 September 2016 weremade to the CEO. Each

tranche of share rights will vest at adate which is 3 years from the date of issue and are only retained provided

Mr Taylor is employed by the Group at the commencement of the financial yearin which the share right vesting is

scheduled to occur. Termination of employment prior to each corresponding 3 year period will result in all

unvested share rights being forfeited

3

.

1 The number of share rights in each tranche, is based on the prescribed dollar value for each tranche divided by the volume

weighted average share price of Michael Hill International shares over 5 trading days following the Michael Hill International

shares trading on an ex-dividend basis.

2 On vesting each share right represents a right to receive one (1) ordinary share in the Company. No exercise price is payable

upon the exercise of any share rights.

3 The additional share rights component of Mr Taylor's remuneration package is a continuation of the existing plan agreed to

upon Mr Taylor's appointment as interim CEO. As a consequence,the deemed issue date for the second tranche of share

rights was 18 October 2017 and the corresponding vesting date is 1July 2020. The third tranche of share rights is anticipated

to be issued later this year and the corresponding vesting date will be 1 July 2021.

Short-term and long-term incentive structure

The People Development and Remuneration Committee considers that the above performance-linked

compensation structure is generating the desired outcome.

The scheme is already demonstrating a close correlation between executive remuneration, achievement of

budget targets and share price performance as desired.

In 2017-18, the performance linked component of compensation comprises approximately 13% of total payments

to senior executives (2016-17: 7%).

In the current year the Group didn't meet its overall Board targets, and as aconsequence bonuses earned by

KMP's in the current financial year were between 50 and 70% lower than the targeted STI% of TFR.

Remuneration policy and link to performance

Our People Development and Remuneration Committee is made up of two independent non-executive Director's

and the Chair of the Board of Directors. The committee reviews and determines our remuneration policy and

structure annually to ensure it remains aligned to business needs, and meets the Group's remuneration

principles. The Committee also engages external remuneration consultants every three years to assist with this

review.

The People Development and Remuneration Committee is a committee of the Board. It is primarily responsible

for making recommendations to the Board on:

• the over-arching executive remuneration framework

• operation of the incentive plans which apply to the senior executives (the executive team), including key

performance indicators and performance hurdles

• remuneration levels of executives, and

• non-executive Director fees.

18

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Remuneration policy and link to performance (continued)

Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the

long-term interests of the Company.

The Corporate Governance Statement provides further information on the role of this committee. The ASX

Corporate Governance Principles andRecommendations rules and principles may materially differ from NZX's

Corporate Governance rules and NZX Code.

In particular, the Board aims to ensure that remuneration practices are:

• competitive and reasonable, enabling the Company to attract and retain key talent

• aligned to the Company's strategic and business objectives and the creation of shareholder value

• transparent and easily understood, and

• acceptable to shareholders.

Figure 1: Remuneration framework

ElementPurposePerformance

metrics

Potential valueChanges for FY

2019

Total fixed remuneration

(TFR)

Provide competitive

market salary

including

superannuation and

non-monetary

benefits

All executives are

reviewed in line with

personal

performance plans

Positioned at a

percentage of

median market rate

Reviewed in line

with market

STIReward for in-year

performance

70% of the target

STI is calculated on

a return on total

assets basis. 30%

of the target STI is

based on a range of

KPI's

CEO: 75% of TFR

CFO: 50% of TFR

Execs: 35% of TFR

Nil

LTIAlignment to

long-term

shareholder value

NilCEO: 30% of STI

CFO: 30% of STI

Execs: 30% of STI

Nil

Balancing short-term and long-term performance

Annual incentives are set between 35%and 75% of TFR, in order to drive performance without encouraging

undue risk-taking.

Long-term incentives are assessed over a 3 to 5 year period and are designedto promote long-term stability in

shareholder returns and talent retention.

The actual remuneration mix for FY 2018 is shown in figure 2 below and targetremuneration mix for 2019 is in

figure 3 below. It reflects the STIopportunity for the 2018-19 year that will be available if the performance

conditions are satisfied at target,and the value of the LTI rights and options granted for the year, as determined

at the grant date.

19

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Remuneration policy and link to performance (continued)

Balancing short-term and long-term performance (continued)

Figure 2: Actual remuneration mix for FY 2018

20

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Remuneration policy and link to performance (continued)

Balancing short-term and long-term performance (continued)

Figure 3: Target remuneration mix for FY 2019

21

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Remuneration policy and link to performance (continued)

Assessing performance and claw-back of remuneration

The People Development and Remuneration Committee is responsible for assessing performance against KPIs

and determining the STI and LTI to be paid.

In the event of serious misconduct or a material misstatement in the Company’s financial statements, the People

Development and Remuneration Committee can cancel or defer performance-based remuneration.

Consequences of performance on shareholder wealth

In considering the Group’s performance and benefits for shareholder wealth, the People Development and

Remuneration Committee have regard to the following indices in respect ofthe current financial year and the

previous four financial years.

20182017201620152014

$'000

$'000$'000$'000$'000

NPAT4,610 32,648 19,577 27,754 25,041

NPAT from continuing operations34,818 44,132 26,330 33,219 28,171

EBIT*13,210 48,11747,058 42,061 42,151

EBIT from continuing operations*50,147 62,332 54,424 48,558 45,212

Normalised EBIT*40,10648,117 47,058 42,061 42,151

Dividends payments ($'000)19,371 19,264 17,490 23,176 22,336

Share price as at 30 June (NZ$ 2016to 2014)$.97$1.11$1.14$1.06$1.24

Return on shareholders equity17.8%22.7%14.1%18.0%15.9%

Return on average total assets9.1%11.4%7.2%9.6%8.9%

* EBIT and Normalised EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information

on page 10 of the Directors Report for an explanation of Non-IFRS information and a reconciliation of EBIT from

continuing operations and Normalised EBIT.

EBIT and ROA hurdles are considered the primary financial performance targets in setting the STI. Profit

amounts for 2014 to 2018 have been preparedin accordance with the requirements of the Corporations Act

2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting

Standards Board. This also complies with International Financial Reporting Standards (IFRS) as issued by the

International Accounting Standards Board.

The overall level of compensation takes into account the performance of the Group over a number of years.

Other benefits

Key management personnel do not receive additional benefits, such as non-cash benefits, otherthan statutory

superannuation, as part of the terms andconditions of their appointment.

Loans to key management personnel

The Company does not provide loans to KMP’s or other senior executives.

Service contracts

It is the Group’s policy that service contracts for KMPs, excluding the chief executive officer, are unlimited in term

but capable of termination on three months’ notice and that the Group retains the right to terminate the contract

immediately, by making payment equal to three months’ pay in lieu of notice.

22

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Service contracts (continued)

The Group has entered into a service contract with four KMPs that are capable of termination on three months’

notice. The Group retains the right to terminate a contract immediately bymaking payment equal to three months’

pay in lieu of notice. The KMPs are also entitled to receive on termination of employment their statutory

entitlements of accrued annual and longservice leave, together with any superannuation benefits.

The Group has entered into a service contract with two KMPs that are capableof termination on six month's

notice. The Group retains the right to terminate a contract immediately bymaking payment equal to six months'

pay in lieu of notice. The KMP is also entitled to receive on termination of employment their statutory entitlements

of accrued annual and long service leave, together with any superannuation benefits.

CEO Contract

The Group has entered into a service contract with the CEO, Phil Taylor who was appointed CEO on 6 March

2017 after a period as Interim CEO following the resignation of the former CEO, Mike Parsell on 8 August 2016.

The service contract does not containany probationary period or fixed term.

The remuneration payable to Mr Taylor is as follows:

(a) Annual base salary - $707,594 (inclusive of the statutory superannuation contributions but excluding leave

provisions).

(b) Short terms incentives (STI) - 75% of base salary payable in cash on performance of agreed Group profit

targets based on a return on asset formula (70% of STI) and other agreed annual key indicators (30% of STI).

(c) Deferred compensation plan (LTI) - an allocation of share rights on an annual basis to a value of 30% of the

STI payment earned in the preceding year

1

. The share rights progressively vest

2

over a 3 to 5 year period from

the date of issue and are retained on exiting the business in the event that Mr Taylor is deemed a 'Good Leaver'

pursuant to the LTI plan rules.

(d) Interim CEO engagement package - an allocation of share rights equal to75% of 2016 TFR ($325,500) per

annum for 3 years from 1 September 2016. Each tranche of share rights will vest at a date which is 3 years from

the date of issue and are retained provided Mr Taylor is employed by the Group at the commencement of the

financial year in which the share right vesting is scheduled to occur. Termination of employment prior to each

corresponding 3 year period will result in all unvested share rights beingforfeited

3

.

Either party may terminate the engagementon six months' notice. Otherwise, the Group may terminate Mr

Taylor's position for serious misconduct or professional negligence.

Mr Taylor will be restrained for up to 18 months following the cessation of his engagement with the Group from

soliciting business, customers, suppliers or employees of the Group.

The service contract outlines the components of compensation but does notprescribe how compensation levels

are modified year to year. The People Development and Remuneration Committee reviews compensation levels

each year to take into account cost-of-living changes, any change in the scope of the role performed by the

senior executive and any changes required to meet the principles of compensation policy.

1 The number of share rights in each tranche is based on the prescribed dollar value for each tranche divided by the volume

weighted average share price of Michael Hill International shares over 5 trading days following the Michael Hill International

shares trading on an ex-dividend basis.

2 On vesting, each share right represents a right to receive one (1) ordinary share in the capital of the Company. No exercise

price is payable upon the exercise of any share right.

3 The additional share rights component of Mr Taylor's remuneration package is a continuation of the existing plan agreed to

upon Mr Taylor's appointment as interim CEO. As a consequence,the deemed issue date for the second tranche of share

rights is 18 October 2017 and the corresponding vesting date is 1 September 2020.

23

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Service contracts (continued)

Director consulting agreement

Michael Hill Group Services Pty Limited ACN 134 562 440, a subsidiary of Michael Hill International Limited

(MHIL), has entered into a consultancy agreement (Consultancy Agreement) with Robert Ian Fyfe. Mr Fyfe is a

non-executive Director of MHIL. Details of the Consultancy Agreement were disclosed to the ASX and NZX on 31

August 2017. The Board (with Rob abstaining) formed the view that the Consultancy Agreement is on arm’s

length commercial terms.

Under the Consultancy Agreement, Mr Fyfe provides mentoring support to the CEO, Phil Taylor. Mr Taylor was

appointed to the role of CEO following a long and successful career with Michael Hill, as CFO leading the global

finance team. The Board identified anopportunity to expand Mr Taylor’s leadership capability to ensure that Mr

Taylor is well equipped for the significant leadership responsibilitiesand challenges as CEO.

Mr Fyfe is a very well regarded business leader, with deep CEO and leadership experience including having

successfully led Air New Zealand with over 11,000 employees. Over many years during Mr Fyfe’s tenure, Air

New Zealand was recognised globally for, its brand, marketing, service culture and overall business performance.

Combined with Mr Fyfe’s understanding of the Michael Hill business, the Board recognised that he is well

positioned to provide Mr Taylor with tailored leadership mentoring.

Mr Fyfe typically spends one to two days with Mr Taylor every six weeks wherehe observes Mr Taylor’s

management practices and provides Mr Taylor with feedback and suggested techniques and styles that Mr

Taylor may adopt to enhance the effectiveness of his management and leadership.

The mentoring also enables the Board to gain greater insight into the leadership culture, strengths and

challenges.

Mr Fyfe’s mentoring is non-prescriptive and Mr Fyfe does not participate in management decisions. Mr Fyfe and

the Board consider that Mr Fyfe maintains an ability to bring independent and critical assessment of Mr Taylor’s

performance as CEO.

The income derived by Mr Fyfe (or entities Mr Fyfe controls) under the Consultancy Agreement accounts for less

than 10% of Mr Fyfe’s aggregate annual income for FY18. For FY18, a total amount of $84,000 was paid

pursuant to the Consultancy Agreement; this comprised an amount of $64,000 paid to Rob Fyfe and an amount

of $20,000 paid to The People Shop Ltd. The Board anticipates that less than$100,000 will be paid pursuant to

the Consultancy Agreement for FY19 and will be paid to The People Shop Ltd.

Services from remuneration consultants

The People Development and Remuneration Committee engaged a remuneration consultant during the 2016

financial year to review the amount and elements of the key management personnel remuneration and provide

recommendations in relation thereto.It is the committee's intention to engage consultants every 3 years to review

and advise on executive remuneration.

Non-executive Directors

Total compensation for all non-executive Directors, last voted upon by shareholders on 29 June 2016, is not to

exceed $840,000 per annum and is set basedon advice from external advisorswith reference to fees paid to

other non-executive Directors of comparable companies. Directors’ basefees are presently $96,805 per annum.

Where a Director serves as Chair on the People Development and Remuneration Committee they are entitled to

an additional payment of $20,000 per annum. Where a Director serves as Chair on the Audit and Risk Committee

they are entitled to an additionalpayment of $30,000 per annum. All non-executive Directors enter into a service

agreement with the Company in the form of a letter of appointment. The letter summarises the board policies and

terms, including remuneration, relevant to the office of Director.

The Board Chair receives up to twice the base fee. Non-executive Directorsdo not receive performance-related

compensation. Directors’ fees cover all main board activities and membership of committees.

24

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Non-executive Directors (continued)

Non-executive directors are not provided with retirement benefits apartfrom statutory superannuation.

Directors and KMPs remuneration

Details of the nature and amount of each major element of remuneration of each Director of the Company, and

other key management personnel of the consolidated entity are:

25

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)Directors and KMPs remuneration (continued)

Short-term

Long-

term

Post-

employment

Share-based

payments

Salary &

fees

STI cash

bonus Other

(a)

Total

Long

service

leave

Superannuation

benefits

Termination

benefits

Options

and rights

Total

Proportion of

remuneration

performance

related

Value of

options as

proportion of

remuneration

$$$$$ $$$$ % %

Non-executive DirectorsEmma Jane Hill2018

193,610

-

- 193,610

-

-

-

- 193,610

-%

-%

2017

190,000

-

- 190,000

-

-

-

- 190,000

-%

-%

Sir Richard Michael Hill2018

96,805

-

- 96,805

-

-

-

- 96,805

-%

-%

2017

95,000

-

- 95,000

-

-

-

- 95,000

-%

-%

Gary Warwick Smith2018

115,804

-

- 115,804

-

11,001

-

- 126,805

-%

-%

2017

104,072

-

- 104,072

-

10,928

-

- 115,000

-%

-%

Robert Ian Fyfe2018

116,805

- 84,000 200,805

-

-

-

- 200,805

-%

-%

2017

115,000

-

- 115,000

-

-

-

- 115,000

-%

-%

Janine Suzanne Allis2018

96,805

-

- 96,805

-

-

-

- 96,805

-%

-%

2017

95,000

-

- 95,000

-

-

-

- 95,000

-%

-%

Total Directors' remuneration2018

619,829

- 84,000 703,829

-

11,001

-

- 714,830

-%

-%

2017

599,072

-

-

599,072

-

10,928

-

-

610,000

-%

-%

KMPsPhil Taylor, CEO(Formerly Interim CEO and CFO)2018

720,306 119,407

- 839,713 20,625

19,427

- 313,940 1,193,705

10.00%

26

.30%

2017

691,733 167,267

- 859,000 112,205

30,627

- 227,332 1,229,164

13.61%

1

8.49%

26

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)Directors and KMPs remuneration (continued)

Short-term

Long-

term

Post-

employment

Share-based

payments

Salary &

fees

STI cash

bonus Other

(a)

Total

Long

service

leave

Superannuation

benefits

Termination

benefits

Options

and rights

Total

Proportion of

remuneration

performance

related

Value of

options as

proportion of

remuneration

$$$$$ $$$$ % %

Andrew Lowe, CFO(Appointed 4 December 2017)2018

180,200 47,320

- 227,520

2,890

15,981

-

2,979 249,370

18.98%

1.19%

Vanessa Brennan, CCO(Appointed 15 January 2018)2018

192,980 70,000

- 262,980

2,976

17,018

-

4,113 287,087

24.38%

1.43%

Matt Keays, CIO2018

324,316 30,802

- 355,118

5,596

25,000

- 14,461 400,175

7.70%

3.61%

2017

311,000 39,150

- 350,150

5,764

29,760

- 12,122 397,796

9.84%

3.05%

Galina Hirtzel, GESC2018

281,606 24,609

- 306,215

6,243

23,355

- 34,682 370,495

6.64%

9.36%

2017

274,083 29,321

- 303,404

7,818

28,235

- 37,956 377,413

7.77%

10.06%

Stewart Silk, GEHR2018

216,018

6,830

- 222,848

5,462

22,443

- 32,689 283,442

2.41%

11.53%

2017

216,847 24,023

- 240,870

4,114

27,640

- 36,281 308,905

7.78%

11.75%

Mike Parsell, CEO(Resigned 8 August 2016)2018

-

-

-

-

-

-

-

-

-

-%

-%

2017

61,037

-

- 61,037 (3,984)

38,623 1,603,742

- 1,699,418

-%

-%

Anna Shaw, CMO(Resigned 22 March 2017)2018

-

-

-

-

-

-

-

-

-

-%

-%

2017

304,022 68,000

- 372,022

-

29,498

-

- 401,520

16.94%

-%

Total KMPs' remuneration2018

1,915,426 298,968

- 2,214,394 43,792

123,224

- 402,864 2,784,274

10.

74%

14.47%

2017

1,858,722

327,761

-

2,186,483

125,917

184,383

1,603,742

313,691

4,414,216

7.43%

7.11%

27

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)Directors and KMPs remuneration (continued)

Short-term

Long-

term

Post-

employment

Share-based

payments

Salary &

fees

STI cash

bonus Other

(a)

Total

Long

service

leave

Superannuation

benefits

Termination

benefits

Options

and rights

Total

Proportion of

remuneration

performance

related

Value of

options as

proportion of

remuneration

$$$$$ $$$$ % %

Total Directors' and KMPs' remuneration2018

2,535,255 298,968 84,000 2,918,223 43,792

134,225

- 402,864 3,499,1

04

8.75%

11.80%

2017

2,457,794

327,761

-

2,785,555

125,917

195,311

1,603,742

313,691

5,024,216

6.52%

6.24%

Notes in relation to the table of Directors' and KMPs' remuneration:a. The amount of $200,805 in respect of Robert Ian Fyfe’s salary & fees compri

ses an amount of $116,805 in respect of director fees and an amount of $84,00

0 in respect of services provided

pursuant to a consultancy agreement (Consultanc

y Fees); the Consultancy Fees comprised an am

ount of $64,000 paid to Rob Fyfe and an amount of $20,000 p

aid to The People Shop Ltd. Further

details regarding the consulting agreement are set out

in the Service contracts section above on page 22.

b. The short-term incentive bonus is for performance during the respecti

ve financial year using the criteria set out on page 17 of the Remuneration rep

ort. The amount was determined on 24 August

2018 after performance reviews were completed and approved by the People Development and Remuneration Committee.c. The fair value of options is calculated at the date of grant using the Bi

nomial option-pricing model and allocated to each reporting period evenly ov

er the period from grant date to vesting date.

The value disclosed is the portion of the fair value of th

e options recognised as an ex

pense in each reporting period.

d. Mike Parsell's termination benefits were appr

oved by shareholders and the Board on 31 October 2016.

28

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Analysis of bonuses included in remuneration

Details of the vesting profile of the short-term incentive cash bonuses awarded as remuneration to each Director

of the Company, and other key managementpersonnel are detailed below.

Target bonus

available

Included in

remuneration

Amounts

forfeited Vested in year

Short-term incentive bonus$(a)$(b)%

KMPs

Phil Taylor530,595159,209371,386100

Andrew Lowe169,00050,700118,300100

Vanessa Brennan150,50070,00080,500100

Matt Keays118,47035,54182,929100

Galina Hirtzel106,99532,09974,896100

Stewart Silk85,37125,61159,760100

(a) Amounts included in remuneration for the financial yearrepresent the amount related to the financial year based on

achievement of personal goals and satisfaction of specified performance criteria. The People Development and Remuneration

Committee approved these amounts on 23 August 2018.

(b) The amounts forfeited due to the performance or service criteria not being met in relation to the current financial year.

Additional statutory information

Equity instruments

All options refer to options over ordinary shares of Michael Hill International Limited, which are exercisable on a

one-for-one basis under the Executive Incentive Plan.

Options and rights over equity instruments issued as compensation

Details of tranches issued over ordinary shares in the Company that were issued as compensation to each key

management person during the reportingperiod under previously granted options and details on options that

vested during the reporting period are as follows:

Number of

options issued

during 2018

Option issue

date

Fair value at

grant date per

option

Exercise

price per

option Expiry date

Number of

options vested

during 2018

KMPs

Galina Hirtzel100,000 5 Oct 2017NZ$0.148 AU$1.44 30 Sep 2027-

Stewart Silk100,000 5 Oct 2017NZ$0.148 AU$1.44 30 Sep 2027-

All options expire on their expiry date or within 3 months of termination ofthe individual's employment. The

options are exercisable 5 years from release date. The options are conditional on continuing service. For options

issued in the current year, theearliest exercise date is 30/9/2022.

Modification of terms of equity-settled share-based payment transactions

No terms of equity-settled share-based payment transactions (includingoptions and rights granted as

compensation to a key management person) have been altered or modified by the issuing entity during the

reporting period or the prior period. The exercise price of any future option grants will be set by using the same

method, with reference to the Australian Securities Exchange ('ASX'). Upon exercise of any option previously

granted with a NZ$ exercise price, the $ exercise price will be converted toAU$ with reference to the Reserve

Bank of Australian foreign exchange rate on that date.

29

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Additional statutory information (continued)

Equity instruments (continued)

Unissued shares

As at the date of this report, there were 3,800,000 unissued ordinary shares under options. Option holders do not

have any right, by virtue of the option, to participate in any share issue ofthe Company or any related body

corporate.

Analysis of options and rights over equity instruments granted as compensation

Details of vesting profiles of the options issued as remuneration to each key management person of the Group

are detailed below. When exercisable, each option is convertible into oneordinary share of Michael Hill

International Limited. The vesting conditions are set out in note 20(a).

Options

issuedNumber Issue date*

Exercise

price $

% expired in

year**

% exercisable

in year

Financial

years in

which option

vests

Financial

years in

which option

exercisable

KMPs

Phil Taylor750,000 Nov 2007 NZ$1.25100%100% 2008-2012 2013-2018

150,000 Nov 2009 NZ$0.94-100% 2010-2014 2015-2020

150,000 Sep 2010 NZ$0.88-100% 2011-2015 2016-2021

150,000 Sep 2011 NZ$1.16-100% 2012-2016 2017-2022

150,000 Sep 2012 NZ$1.41-100% 2013-2017 2018-2023

150,000 Sep 2013 NZ$1.82-- 2014-2018 2019-2024

750,000 Dec 2013 NZ$1.82-- 2014-2018 2019-2024

Total2,250,000

SPACE

Galina Hirtzel 500,000 Dec 2013 NZ$1.82-- 2014-2018 2019-2024

100,000 Sep 2014 NZ$1.63-- 2015-2019 2020-2025

100,000 Sep 2015 NZ$1.14-- 2016-2020 2021-2026

100,000 Sep 2016 AU$2.12-- 2017-2021 2022-2027

100,000 Oct 2017 AU$1.442018-2022 2023-2028

Total900,000

SPACE

Stewart Silk500,000 Dec2013 NZ$1.82-- 2014-2018 2019-2024

100,000 Sep 2014 NZ$1.63-- 2015-2019 2020-2025

100,000 Sep 2015 NZ$1.14-- 2016-2020 2021-2026

100,000 Sep 2016 AU$2.12-- 2017-2021 2022-2027

100,000 Oct 2017 AU$1.44-- 2018-2022 2023-2028

Total900,000

* The issue date refers to the date of the tranches prescribed in the optionsagreement.

** The percentage forfeited in the year represents the reduction from the maximum number of options available to

vest due to performance criteria not being achieved.

Analysis of movements in options

The movement during the reporting period, by value, of options over ordinary shares in the Company held by

each key management person is detailed below.

30

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Additional statutory information (continued)

Equity instruments (continued)

Analysis of movements in options (continued)

Value of options

issued in the year

Value of options

exercised in year

Phil Taylor--

Andrew Lowe--

Vanessa Brennan--

Matt Keays--

Galina HirtzelNZ$14,790-

Stewart SilkNZ$14,790-

Share rights

The number of share rights issued to KMPs and senior executives during the last financial year (including the

interim CEO engagement package) was 536,551share rights. Of these, sharerights issued to KMPs are set out

below (including the CEO engagement package).

KMP

No. of share

rights issued

Fair value per

share right $

Phil Taylor358,5701.05

Andrew Lowe--

Vanessa Brennan--

Matt Keays11,2101.05

Galina Hirtzel8,3951.05

Stewart Silk6,8781.05

Reconciliation of options and share rights held by KMP

The table below shows a reconciliation of options held by each KMP during the 2018 financial year. All vested

options were exercisable.

2018

Balance at the start of

the year

Balance at the end of

the year

KMP

VestedUnvested

Issued as

compen-

sation

VestedExercisedForfeited

Vested and

exercisable

Un-vested

PTaylor2,250,000----(750,000)1,500,000-

GHirtzel-800,000100,000----900,000

S Silk-800,000100,000----900,000

---------

TOTAL2,250,0001,600,000200,000--(750,000)1,500,0001,600,000

No options were exercised during the period.

No amounts are unpaid on any shares issued on the exercise of options.

31

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Remuneration report (audited) (continued)

Additional statutory information (continued)

Reconciliation of options and share rights held by KMP (continued)

Figure 11: Share rights

This table below details share rights that were issued, vested and forfeited during the year for each KMP.

Name

Balance

at start

of the

year

Issued

during

year

VestedForfeited

Balance

at end of

year

(unvested)

NumberNumberNumberNumberNumber

PTaylor263,593358,570--622,163

M Keays24,05111,210--35,261

GHirtzel21,8248,395--30,219

S Silk18,4846,878--25,362

-

TOTAL327,952385,053--713,005

* Share rights relating to the current reporting period are anticipated tobe granted in late 2018. The number of shares will

depend on the Michael Hill International Limited’s share price over the five days prior to the grant date.

(i) Voting of shareholders at last year's annual general meeting

Michael Hill International Limited received more than 99.92% of “yes” votes on its remuneration report for the

2017 financial year. The Company did notreceive any specific feedback at the AGM or throughout the year on its

remuneration practices.

Insurance of officers and indemnities

Insurance of officers

The Company’s Constitution provides that it may indemnify any person who is, or has been, an officer of the

Group, including the Directors, the Secretaries and other officers, against liabilities incurred whilst acting as such

officers to the extent permitted by law. The Company has entered into a Deedof Indemnity, Insurance and

Access with each of the Company’s Directors, Company Secretary and certain other officers. No Director or

officer of the Company has received benefits under an indemnity from the Company during or since the end of

the year.

The Company has paid a premium for insurance for officers of the Group. Thisinsurance is against a liability for

costs and expenses incurred by officers in defending civil or criminal proceedings involving them as such officers,

with some exceptions. The contract of insurance prohibits disclosure of the nature of the liability insured against

and the amount of the premium paid.

Indemnity of auditors

To the extent permitted by law, the Company has agreed to indemnify its auditor, Ernst & Young, as part of the

terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified

amount). No payment has been made to indemnify Ernst & Young during or sincethe financial year.

32

Michael Hill International Limited
Directors' report

30 June 2018

(continued)

Non-audit services

The following non-audit services were provided by the entity's auditor, Ernst & Young Australia. The Directors are

satisfied that the provision of non-audit services is compatible with thegeneral standard of independence for

auditors imposed by the CorporationsAct 2001. The nature and scope of eachtype of non-audit service provided

means that auditor independence was not compromised.

Ernst & Young Australia received or are due to receive the following amounts for the provision of non-audit

services:

2018

$

2017

$

Ernst & Young firm:

Advisory fees

170,231

7,416

Total remuneration for non-audit services

170,231

7,416

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of theCorporations Act 2001is

set out on page 34.

Rounding of amounts

The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of

amounts in the Directors' report. Amounts in the Directors' report have been rounded off in accordance with the

instrument to the nearest thousand dollars, or in certain cases, to the nearest dollar.

This report is made on 24 August 2018 in accordance with a resolution of Directors as required by section 298 of

the Corporations Act 2001.

E J Hill

Chair

Brisbane

24 August 2018

33

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.com/au

Auditor’s Independence Declaration to the Directors of Michael Hill

International Limited

As lead auditor for the audit of Michael Hill International Limited for the financial year ended 30 June

2018, I declare to the best of my knowledge and belief, there have been:

a)no contraventions of the auditor independence requirements of theCorporations Act 2001in

relation to the audit;and

b)no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Michael Hill International Limited and the entities it controlled during

the financial year.

Ernst & Young

Alison de Groot

Partner

24 August 2018

Michael Hill International Limited
ABN 25 610 937 598

Annual financial report - 30 June 2018

The Directors present the financial statements of Michael Hill International Limited for the year ended 30 June

2018.

Page

Financial statements

Consolidated statement ofcomprehensive income36

Consolidated statementof financial position37

Consolidated statement of changes in equity38

Cash flow statement39

Notes to the consolidated financial statements40

Directors' declaration93

35

Michael Hill International Limited
Consolidated statement of comprehensive income

For the year ended 30 June 2018

Notes

2018

$'000

2017

$'000

Revenue from continuing operations

4

575,549

551,099

Other income5(a)

1,064

1,640

Cost of goods sold

(208,657)

(200,093)

Employee benefits expense

(151,939)

(141,755)

Occupancy costs

(58,074)

(53,900)

Marketing expenses

(31,433)

(26,081)

Selling expenses

(26,708)

(24,647)

Impairment of property, plant and equipment

(348)

(36)

Impairment of other assets8(c)

(134)

-

Onerous lease provision

(6)

-

Depreciation and amortisation expense5(b)

(18,694)

(17,427)

Loss on disposal of property, plant and equipment

(522)

(557)

Other expenses

(29,941)

(25,896)

Finance costs5(b)

(2,690)

(3,164)

Profit before income tax47,467

59,183

Income tax expense6

(12,649)

(15,051)

Profit from continuing operations34,818

44,132

Profit/(loss) from discontinued operations14

(30,208)

(11,485)

Profit for the year4,610

32,647

Other comprehensive income

Item that may be reclassified subsequently to profit or loss

Cash flow hedges9(b)

996

(256)

Currency translation differences arising during the year9(b)

320

(2,542)

Blank

Other comprehensive income for the year, net of tax

1,316

(2,798)

Total comprehensive income for the year

5,926

29,849

Total comprehensive income for the year is attributable to:

Owners of Michael Hill International Limited

5,926

29,849

Total comprehensive income for the year attributable to owners of Michael

Hill International Limited arises from:

Continuing operations

36,134

41,334

Discontinued operations

(30,208)

(11,485)

5,926

29,849

Cents

Cents

Earnings per share for profit attributable to the ordinary equity

holders of the Company, attributable to continuing operations:

Basic earnings per share22

8.99

11.43

Diluted earnings per share22

8.98

11.42

Earnings per share for profit attributable to the ordinary equity

holders of the Company:

Basic earnings per share22

1.19

8.46

Diluted earnings per share22

1.19

8.45

The above consolidated statementof comprehensive income should be read in conjunction with the

accompanying notes.

36

Michael Hill International Limited
Consolidated statement of financial position

As at 30 June 2018

Notes

2018

$'000

2017

$'000

ASSETS

Current assets

Cash and cash equivalents7(a)

7,220

5,676

Trade and other receivables7(b)

25,381

24,219

Inventories8(a)

192,074

203,853

Derivative financial instruments11(a)

245

-

Current tax receivables8(e)

-

888

Other current assets8(f)

3,688

3,945

Total current assets

228,608

238,581

Non-current assets

Trade and other receivables7(b)

2,665

2,371

Property, plant and equipment8(b)

66,666

79,436

Deferred tax assets8(d)

61,895

57,893

Intangible assets8(c)

12,626

8,784

Other non-current assets8(f)

2,888

2,057

Total non-current assets

146,740

150,541

Total assets

375,348

389,122

LIABILITIES

Current liabilities

Trade and other payables7(c)

49,339

47,918

Derivative financial instruments11(a)

390

1,141

Current tax liabilities8(g)

2,696

-

Provisions8(h)

9,386

4,670

Deferred revenue8(i)

26,476

25,924

Total current liabilities

88,287

79,653

Non-current liabilities

Borrowings7(d)

35,213

45,034

Provisions8(h)

4,907

6,235

Deferred revenue8(i)

57,720

56,017

Total non-current liabilities

97,840

107,286

Total liabilities

186,127

186,939

Net assets

189,221

202,183

EQUITY

Contributed equity9(a)

10,266

10,015

Reserves9(b)

1,829

281

Retained profits9(b)

177,126

191,887

Total equity

189,221

202,183

The above consolidated statement offinancial position should be read in conjunction with the accompanying

notes.

37

Michael Hill International Limited
Consolidated statement of changes in equity

For the year ended 30 June 2018

Attributable to owners of

Michael Hill International Limited

Notes

Contributed

equity

$'000

Share based

payments

reserve

$'000

Foreign

currency

translation

reserve

$'000

Cash flow

hedge

reserve

$'000

Retained

profits

$'000

Total equity

$'000

Balance at 1 July 2016

3,7672,1882,827(884)178,503

186,401

Profit for the year---- 32,648

32,648

Currency translation differences--(2,542)--

(2,542)

Currency forward contracts---(834)-

(834)

Interest rate swaps

---578-

578

Total comprehensive income for

the year

--(2,542)(256)32,64829,850

Transactions with members in

their capacity as owners:

Dividends paid13(b)(i)---- (19,264)

(19,264)

Option expense through share based

payments reserve9(b)-55---

55

Issue of shares to employees on

exercise of options4,825----

4,825

Transfer option reserve to contributed

equity on exercise of options712(712)---

-

Transfer option reserve to contributed

equity on forfeiture of options711(711)---

-

Share rights expense through share

based payments reserve

-316---

316

6,248(1,052)--(19,264)

(14,068)

Balance at 30 June 2017

10,0151,136285(1,140)191,887202,183

Profit for the year----4,6104,610

Currency translation differences--320--320

Currency forward contracts---336-336

Interest rate swaps

---659-659

Total comprehensive income

for the year

--3209954,6105,925

Transactions with members in

their capacity as owners:

Dividends paid13(b)(i)---- (19,371)(19,371)

Option expense through share

based payments reserve9(b)-42---42

Share rights expense through

share based payments reserve-442---442

Transfer option reserve to

contributed equity on expiration of

options

251(251)----

251233--(19,371)(18,887)

Balance at 30 June 2018

10,2661,369605(145)177,126189,221

The above consolidated statement of changes in equity should be read in conjunction with the accompanying

notes.

38

Michael Hill International Limited
Consolidated cash flow statement

For the year ended 30 June 2018

Notes

2018

$'000

2017

$'000

Cash flows from operating activities

Receipts from customers (inclusive of GST and sales taxes)

671,165

649,041

Payments to suppliers and employees (inclusive of GST and sales taxes)

(570,280)

(534,444)

100,885

114,597

Interest received

10

16

Other revenue

1,078

791

Interest paid

(2,794)

(3,106)

Income tax paid

(6,448)

(9,179)

Inland revenue tax settlement

-

(21,842)

Net GST and sales taxes paid

(37,838)

(41,525)

Net cash inflow from operating activities

10(a)

54,893

39,752

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

549

289

Payments for property, plant and equipment8(b)

(17,890)

(27,294)

Payments for intangible assets8(c)

(6,665)

(5,851)

Net cash (outflow) from investing activities

(24,006)

(32,856)

Cash flows from financing activities

Proceeds from issues of shareson exercise of options9(a)

-

4,825

Proceeds from borrowings

116,500

136,750

Repayment of borrowings

(126,500)

(132,250)

Dividends paid to Company's shareholders13(b)

(19,371)

(19,264)

Net cash (outflow) from financing activities

(29,371)

(9,939)

Net increase (decrease) in cash and cash equivalents1,516

(3,043)

Cash and cash equivalents at the beginning of the financial year

5,676

8,853

Effects of exchange rate changes on cash and cash equivalents

28

(134)

Cash and cash equivalents at the end of the financial year7(a)

7,220

5,676

The above consolidated cash flow statement should be read in conjunction with the accompanying notes.

39

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

1 Corporate Information

The consolidated financial statements of Michael Hill International Limited and its subsidiaries (collectively, the

Group) for the year ended 30 June 2018 were authorised for issue in accordance with a resolution of the

directors on 24 August 2018. Michael Hill International Limited (the Company or Parent) is a for profit company

limited by shares incorporated in Australia. The Company listed on the Australian Securities Exchange ('ASX') on

7 July 2016 as its primary listing, and maintains a secondary listing on theNew Zealand Stock Exchange ('NZX').

2 Summary of significant accounting policies

(a) Basis of preparation

The financial report is a general purpose financial report, which has beenprepared in accordance with the

requirements of the CorporationsAct 2001, Australian Accounting Standards and other authoritative

pronouncements of the Australian Accounting Standards Board.

The financial report is presented in Australian dollars and all values arerounded to the nearest thousand ($'000),

except when otherwise indicated.

The financial statements have been prepared on a historical cost basis, except for derivative financial instruments

that have been measured at fair value. The consolidated financial statements provide comparative information in

respect of the previous period.

(i) Compliance with IFRS

The consolidated financial statements of the Group comply with International Financial Reporting Standards

(IFRS) as issued by the InternationalAccounting Standards Board (IASB).

(b) Principles of consolidation and equity accounting

Subsidiaries

Subsidiaries are all entities (including special purpose) over which theGroup has control. Control is achieved

when the Group is exposed, or has rights,to variable returns from its involvement with the investee and has the

ability to affect those returns throughits power to direct the activitiesof the investee. Subsidiaries are fully

consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date

that control ceases.

The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost

of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities

incurred or assumed at the date of exchange. Identifiable assets acquiredand liabilities and contingent liabilities

assumed in a business combination aremeasured initially at their fair values at the acquisition date, irrespective

of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the

Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than

the fair value of the net assets of the subsidiary acquired, the differenceis recognised directly in the statement of

comprehensive income. Investments in subsidiaries are accounted for at cost in the individual financial

statements of Michael Hill International Limited. Refer to note 15(a).

Intercompany transactions, balancesand unrealised gains on transactions between Group companies are

eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of

the impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary

to ensure consistency with thepolicies adopted by the Group.

(c) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief

operating decision makers. The chiefoperating decision makers, who are responsible for allocating resources

and assessing performance of the operating segments, have been identified as the Executive Management team.

40

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(d) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group's entitiesare measured using the currency of the

primary economic environment in which the entity operates ('the functional currency'). The Group financial

statements are presented in Australian dollars, which is the Group's presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at

the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such

transactions and from the translation at year-end of monetary assets and liabilities denominated in foreign

currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow

hedges and qualifying net investment hedgesor are attributable to part ofthe net investment in a foreign

operation.

(iii) Group companies

The results and financial position of all the Group entities (none of whichhave the currency of a hyperinflationary

economy) that have a functional currency different from the presentationcurrency are translated into the

presentation currency as follows:

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the

statement of financial position;

• income and expenses for each statement of profit or loss and statement of comprehensive income are

translated at average exchange rates, unless this is not a reasonable approximation of the cumulative effect

of the rates prevailing on the transaction dates, in which case income and expenses are translated at the

dates of the transactions; and

• all resulting exchange differencesare recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and

of borrowings and other financial instruments designated as hedges of such investments, are recognised in other

comprehensive income.

(e) Revenue recognition

(i) Sales of goods - retail

Sales of goods are recognised when a Group entity delivers a product to the customer. Retail sales are usually

by cash, payment plan or credit card. The recorded revenue is the gross amount of sale (excluding taxes),

including any fees payable for the transaction.

It is the Group's policy to sell its products to the end customer with a rightof return. Accumulated experience is

used to estimate and provide for such returns at the time of sale, recognising a Returns provision and

corresponding Returns Inventory.

(ii) Rendering of services - deferred service revenue

The Group offers a professional care plan ('PCP') product which is considered deferred revenue until such time

that service has been provided. A PCP is a plan under which the Group offers future services to customers based

on the type of plan purchased. The Group subsequently recognises the income in revenue in the statement of

comprehensive income once these services are performed. An estimate is used as a basis to establish the

amount of service revenue to recognisein the consolidated statement of comprehensive income.

(iii) Rendering of services - repairs

Sales of services for repair work performed is recognised in the accounting period in which the services are

rendered.

41

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(e) Revenue recognition (continued)

(iv) Interest revenue from in-house customer finance program

Interest revenue is recognised on the in-house customer finance program when consideration is deferred. It is

calculated as the difference between the nominal cash and cash equivalents received from customers and the

discounted cashflows, on both interest and non-interest bearing products. Interest revenue is brought to account

over the term of the finance agreement, and the rate used for non-interest bearing products is in line with current,

comparable market rates.

(v) Interest income

Interest income is recognised using the effective interest method.

(f) Taxes

Current income tax

The income tax expense or credit for the year is the tax payable on the current year's taxable income based on

the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities

attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the

end of the reporting year in the countries where the Group operates and generates taxable income. Management

periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is

subject to interpretation. It establishes provisions where appropriateon the basis of amounts expected to be paid

to the tax authorities.

Current tax is recognised in profit or loss, except to the extent that it relates to items recognised in other

comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive

income or directly in equity, respectively.

Deferred income tax

Deferred income tax is provided in full, using the liability method, on temporary differences between the tax bases

of assets and liabilities and their carrying amounts in the consolidated financial statements.

Deferred tax assets are recognised for deductible temporary differencesand unused tax losses only if it is

probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and

tax bases of investments in controlled entities where the Parent Entity isable to control the timing of the reversal

of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other

comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive

income or directly in equity, respectively.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets

and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and

tax liabilities are offset where theentity has a legally enforceable right to offset and intends either to settle on a

net basis, or to realise the asset and settle the liability simultaneously.

Tax consolidation group

Michael Hill International Limited and its wholly-owned Australian controlled entities formed a tax consolidation

group on 29 June 2016. As a consequence, one income tax return is completed for the Australian tax group and

is treated for income tax purposes as one taxpayer.

42

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(f) Taxes (continued)

Formerly, Michael Hill Jeweller (Australia) Pty Ltd and all wholly-ownedAustralian controlled entities formed the

Australian tax consolidation group which completed one income tax returnand was treated for income tax

purposes as one taxpayer.

The tax balances have been attributed for reporting purposes to each of theentities on the basis of their

individual results. Amounts of tax due to and receivable from the Australian Taxation Office are made by Michael

Hill International Limited as nominated member of the Australian tax consolidated group. The current tax balance

for the Australian tax group has been allocated between the members based on each entity’s current tax

movement for the period. Where tax losses are incurred by Australian tax group members, these are offset within

the group.

(g) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except:

•When the GST incurred on a sale or purchase of assets or services is not payable to or recoverable from

the taxation authority, in which case the GST is recognised as part of the revenue or the expense item or

as part of the cost of acquisition of the asset, as applicable; or

•When receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables

or payables in the statement of financial position. Commitments and contingencies are disclosed net of the

amount of GST recoverable from, or payable to, the taxation authority.

Cash flows are included in the statement of cash flows on a gross basis and the GST components of cash flows

arising from investing or financing activities which are recoverable from, or payable to, the taxation authority, are

presented as operating cash flows.

(h) Leases

Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards

of ownership are classified as finance leases. Finance leases are capitalised at the lease's inception at the fair

value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding

rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease

payment is allocated between the liability and finance cost. The finance cost is charged to the consolidated

statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on

the remaining balance of the liability for each year. The property, plant and equipment acquired under finance

leases is depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term.

Leases in which a significant portion of the risks and rewards of ownershipare not transferred to the Group as

lessee are classified as operating leases (note 17). Payments made under operating leases (net of any

incentives received from the lessor) are charged to profit or loss on a straight-line basis over the year of the

lease.

(i) Impairment of assets

At each annual reporting date (or more frequently if events or changes in circumstances indicate that they might

be impaired), the Group assesses whetherthere is any indication that an asset may be impaired. Where such an

indication is identified, the Group estimates the recoverable amount of the asset and recognises an impairment

loss where the recoverable amount is less than the carrying amount. The recoverable amount is the higher of an

asset's fair value less costs to sell and value-in-use.

In addition, at least annually, goodwill and intangible assets with indefinite useful lives are tested for impairment

by comparing their estimated recoverable amounts with their carrying amounts. Where the recoverable amount

exceeds the carrying amount of an asset, an impairment loss is recognised.

The pre-tax discount rates used in determining the recoverable amount ranged between 10.5% and 11.5% (2017:

11.1% and 14.6%), depending on the geographical segment of the assets.

43

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(j) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call withfinancial institutions, other

short-term, highly liquid investments with original maturities of threemonths or less that are readily convertible to

known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

Bank overdrafts are shown within borrowings in current liabilities in thestatement of financial position when

utilised.

(k) Trade and other receivables

Trade receivables are amounts due fromcustomers for goods sold or services rendered in the ordinary course of

business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer),

they are classified as current assets. If not, they are presented as non-current assets.

Collectibility of trade receivables is reviewed on an ongoing basis. Trade receivables which are known to be

uncollectible are written off. A provision for impaired receivables is established when there is objective evidence

that the Group will not be able to collect all amounts due according to the original terms of receivables. The

amount of the provision is the difference between the asset’s carrying amount and the present value of estimated

future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables

are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the

statement of comprehensive income.

(l) Deferred expenditure

Direct and incremental bonuses associated with the sale of PCPs are deferred and amortised in proportion to the

PCP revenue recognised. Management reviews trends in current and estimated future services provided under

the plan to assess whether changes are required to the cost recognition rates used.

(m) Inventories

Raw materials and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct

materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being

allocated on the basis of normal operating capacity. Costs are assigned toindividual items of inventory on the

basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of

business less the estimated costs of completion and the estimated costs necessary to make the sale.

(n) Discontinued operations

A discontinued operation is a componentof the entity that has been disposed of or is classified as held for sale

and that represents a separate major line of business or geographical areaof operations, is part of a single

co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired

exclusively with a view to resale. The results of discontinued operationsare presented separately in the

statement of profit or loss.

(o) Investments and other financial assets

Classification

The Group classifies its financial assets in the following categories:

• financial assets at fair value through profit or loss,

• loans and receivables,

• held-to-maturity investments, and

• available-for-sale financial assets.

44

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(o) Investments and other financial assets (continued)

Classification (continued)

The classification depends on the purpose for which the investments were acquired. Management determines the

classification of its investments at initial recognition and, in the caseof assets classified as held-to-maturity,

re-evaluates this designation at the end of each reporting year. See note 7for details about each type of financial

asset.

(i) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assetsheld for trading. A financial asset is

classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are

classified as held for trading unless they are designated as hedges. Assets in this category are classified as

current assets if they are expected to be settled within 12 months; otherwise they are classified as non-current.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not

quoted in an active market. They are included in current assets, except forthose with maturities greater than 12

months after the reporting period which are classified as non-current assets. Loans and receivables are included

in trade and other receivables in the statement of financial position (note7(b)).

Held-to-maturity investments

Held-to-maturity investments arenon-derivative financial assets withfixed or determinable payments and fixed

maturities that the Group's management has the positive intention and ability to hold to maturity. If the Group

were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be

tainted and reclassified as available-for-sale. Held-to-maturity financial assets are included in non-current assets,

except for those with maturities less than 12 months from the end of the reporting period, which are classified as

current assets.

Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that

are either designated in this category or not classified in any of the othercategories. They are included in

non-current assets unless the investment matures or management intends to dispose of the investment within 12

months of the end of the reporting period. Investments are designated as available-for-sale if they do not have

fixed maturities and fixed or determinable payments and management intends to hold them for the medium to

long-term.

Impairment

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset

or a Group of financial assets is impaired. A financial asset or a Group of financial assets is impaired and

impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events

that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact

on the estimated future cash flows of the financial asset or Group of financial assets that can be reliably

estimated. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in

the fair value of the security below its cost is considered an indicator that the assets are impaired.

(p) Derivatives and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are

subsequently remeasured to their fair value at the end of each reporting year. The accounting for subsequent

changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the

nature of the item being hedged. The Groupdesignates certain derivativesas either:

• hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges)

• hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly

probable forecast transactions (cash flow hedges), or

• hedges of a net investment in a foreign operation (net investment hedges).

45

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(p) Derivatives and hedging activities (continued)

The Group documents at the inception of the hedging transaction the relationship between hedging instruments

and hedged items, as well as its risk management objective and strategy forundertaking various hedge

transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of

whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in

offsetting changes in fair values or cash flows of hedged items.

The fair values of various derivative financial instruments used for hedging purposes are disclosed in note 7(e).

Movements in the hedging reserve in shareholder's equity are shown in note9(b). The full fair value of a hedging

derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more

than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is

less than 12 months. Trading derivatives are classified as a current assetor liability.

(a) Fair value hedge

Changes in the fair value of derivatives that are designated and qualify asfair value hedges are recorded in the

income statement, together with any changes in the fair value of the hedgedasset or liability that are attributable

to the hedged risk. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate

borrowings is recognised in profit or loss within finance costs, togetherwith changes in the fair value of the

hedged fixed rate borrowings attributable to interest rate risk. The gainor loss relating to the ineffective portion is

recognised in profit or loss within other income or other expenses.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a

hedged item for which the effective interest method is used is amortised toprofit or loss over the period to

maturity using a recalculated effective interest rate.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow

hedges is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss

relating to the ineffective portion is recognised immediately in profit or loss within other income or other expense.

Amounts accumulated in equity are reclassified to profit or loss in the years when the hedged item affects profit

or loss (for instance when the forecast sale that is hedged takes place). The gain or loss relating to the effective

portion of interest rate swaps hedging variable rate borrowings is recognised in profit or loss within 'finance

costs'. The gain or loss relating to the effective portion of forward foreign exchange contracts hedging export

sales is recognised in profit or loss within 'sales'. However, when the forecast transaction that is hedged results in

the recognition of a non-financial asset (for example, inventory or fixedassets) the gains and losses previously

deferred in equity are reclassified from equity and included in the initial measurement of the cost of the asset.

The deferred amounts are ultimately recognised in profit or loss as cost ofgoods sold in the case of inventory, or

as depreciation or impairment in the case of fixed assets.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for

hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised

when the forecast transaction is ultimately recognised in profit or loss.When a forecast transaction is no longer

expected to occur, the cumulative gain or loss that was reported in equity is immediately reclassified to profit or

loss.

(iii) Net investment hedges

Hedges of net investments in foreignoperations are accounted for similarly to cash flow hedges.

Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other

comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion

is recognised immediately in profit or loss within other income or other expenses.

Gains and losses accumulated in equity are reclassified to profit or loss when the foreign operation is partially

disposed of or sold.

46

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(p) Derivatives and hedging activities (continued)

(iv) Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative

instrument that does not qualify forhedge accounting are recognised immediately in profit or loss and are

included in other income or other expenses.

(q) Property, plant and equipment

All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure

that is directly attributable to the acquisition of the items.

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 theitem will flow to the Group and the cost

of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset

is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the

reporting year in which they are incurred.

Depreciation on other assets is calculated using the straight line methodto allocate their cost or revalued

amounts, net of their residual values, over their estimated useful lives (see Note 8(b)).

The assets' residual values and useful lives are reviewed, and adjusted ifappropriate, at the end of each

reporting year.

An asset's carrying amount is written down immediately to its recoverableamount if the asset's carrying amount

is greater than its estimated recoverable amount (note 2(i)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included

in profit or loss. When revalued assets are sold, it is Group policy to transfer any amounts included in other

reserves in respect of those assets to retained earnings.

(r) Intangible assets

Software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use

the specific software. These costs are amortised over their estimated useful lives (three to five years).

Costs associated with developing or maintaining software programmes arerecognised as an expense as

incurred. Development costs that are directly attributable to the designand testing of identifiable and unique

software products controlled by the Group are recognised as intangible assets when the following criteria are

met:

• it is technically feasible to complete the software so that it will be available for use

• management intends to complete the software and use or sell it

• there is an ability to use or sell the software

• it can be demonstrated how the software will generate probable future economic benefits

• adequate technical, financial and otherresources to complete the development and to use or sell the

software are available, and

• the expenditure attributable to the software during its development canbe reliably measured.

Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate

portion of relevant overheads.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset

is ready for use.

47

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(r) Intangible assets (continued)

Software (continued)

Computer software development costs recognised as assets are amortised over their estimated useful lives (not

exceeding ten years).

(s) Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year

which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and

other payables are presented as current liabilities unless payment is notdue within 12 months after the reporting

year. They are recognised initially at their fair value and subsequently measured at amortised cost using the

effective interest method.

Deferred revenue represents lease incentives for entering new lease agreements and revenue from PCPs. The

accounting policy used to recognise the revenue is detailed in note 2(e)(ii).

(t) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently

measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption

amount is recognised in profit or loss over the year of the borrowings usingthe effective interest method.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged,

cancelled or expired. The difference between the carrying amount of a financial liability that has been

extinguished or transferred to another party and the consideration paid,including any non-cash assets

transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of

the liability for at least 12 months after the reporting year.

(u) Provisions

Provisions for are recognised when the Group has a present legal or constructive obligation as a result of past

events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be

reliably estimated. Provisions arenot recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is

determined by considering the class of obligations as a whole. A provisionis recognised even if the likelihood of

an outflow with respect to any one item included in the same class of obligations may be small.

Present obligations arising from onerous contracts are required to be recognised and measured as a provision.

An onerous contract is considered toexist where the unavoidable cost of meeting the obligations under the

contract exceed the economic benefits expected to be received from the contract. The Group has recognised a

provision in relation to one contract at our Maryborough location in Australia that was identified as onerous during

the reporting period.

Provisions are measured at the present value of management's best estimate of the expenditure required to

settle the present obligation at the end of the reporting year. The discount rate used to determine the present

value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific

to the liability. The increase in the provision due to the passage of time isrecognised as interest expense.

(v) Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits andaccumulating sick leave that are expected

to be settled wholly within 12 months after the end of the year in which the employees render the related service

are recognised in respect of employees’ services up to the end of the reporting year and are measured at the

amounts expected to be paid when the liabilities are settled.

48

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(v) Employee benefits (continued)

(i) Short-term obligations (continued)

Provisions for employee benefits are measured at the present value of management’s best estimate of the

expenditure required to settle the present obligation at the reporting date.

(ii) Other long-term employee benefit obligations

The liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months

after the end of the year in which the employees render the related service are measured as the present value of

expected future payments to be made inrespect of services provided by employees up to the end of the reporting

year using the projected unit credit method. Consideration is given to expected future wage and salary levels,

experience of employee departures and periods of service. Expected future payments are discounted using the

Milliman G100 discount rates at the endof the reporting period. Remeasurements as a result of experience

adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the statement of financial position if the entity does not have

an unconditional right to defer settlement for at least twelve months after the reporting year, regardless of when

the actual settlement is expected to occur.

(iii) Share-based payments

Employee options

Options are issued to Executives of Michael Hill International Limited inaccordance with the Company's

constitution. The Board of Directors pass a resolution approving the issue of the options. The fair value of options

granted is recognised as an employee benefit expense with a correspondingincrease in equity.

The fair value is measured at grant date and recognised over the period during which the employees become

unconditionally entitled to the options. The fair value at grant date for options issued during 2018 were

independently determined using a Binomial option pricing model, which isan iterative model for options that can

be exercised at times prior to expiry. The model takes into account the grant date, exercise price, the vesting and

performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date

and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for

the term of the option. It also assumes the options will be exercised at the mid-point of the exercise period.

The fair value of options granted is recognised as an employee benefits expense with a corresponding increase

in equity. The total amount to be expensed is determined by reference to thefair value of the options granted:

• including any market performance conditions (eg the entity’s share price)

• excluding the impact of any service and non-market performance vesting conditions (eg

profitability, sales growth targetsand remaining an employee of the entity over a specified time

year), and

• including the impact of any non-vesting conditions (eg the requirement for employees to save or

holdings shares for a specific year of time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting

conditions are to be satisfied. At theend of each year, the entity revises its estimates of the number of options

that are expected to vest based on thenon-marketing vesting and service conditions. It recognises the impact of

the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

Upon the exercise of options, the balance of the share-based payments reserve relating to those options is

transferred to share capital.

(iv) Profit-sharing and bonus plans

The Group recognises a liability andan expense for bonuses and profit-sharing based on a formula that takes

into consideration the profit attributable to the Company's shareholders after certain adjustments. The Group

recognises a provision where contractually obliged or where there is a past practice that has created a

constructive obligation.

49

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(v) Employee benefits (continued)

(v) Retirement benefit obligations

All Australian and Canadian employeesof the Group are entitled to benefits from the Group's superannuation

plan on retirement, disability or death or can direct the group to make contributions to a defined contribution plan

of their choice. The Group’s superannuation plan has a defined benefit section which receives fixed contributions

from Group companies and the Group's legal or constructive obligation is limited to these contributions.

(w) Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,

net of tax, from the proceeds.

Where any Group company purchases the Company's equity instruments, for example as the result of a share

buy-back or a share-based payment plan,the consideration paid, including any directly attributable incremental

costs (net of income taxes) is deducted from equity attributable to the owners of Michael Hill International Limited

as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently

reissued, any consideration received, net of any directly attributable incremental transaction costs and the related

income tax effects, is included in equity attributable to the owners of Michael Hill International Limited.

(x) Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the

discretion of the entity, on or before the end of the reporting year but not distributed at the end of the reporting

year.

(y) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary

shares

• by the weighted average number of ordinary shares outstanding during thefinancial year, adjusted for bonus

elements in ordinary shares issued during the year and excluding treasuryshares.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into

account:

• the after income tax effect of interest and other financing costs associated with dilutive potential ordinary

shares, and

• the weighted average number of additional ordinary shares that would have been outstanding assuming the

conversion of all dilutive potential ordinary shares.

(z) Rounding of amounts

The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of

amounts in the financial statements.Amounts in the financial statementshave been rounded off in accordance

with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

50

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(aa)New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June

2018 reporting periods and have not been early adopted by the group. The Group's assessment of the financial

impact of these new standards and interpretations is set out below.

(i) AASB 9 Financial Instruments: Classification and measurement

AASB 9Financial Instrumentsaddresses the classification, measurement and derecognition of financial assets

and financial liabilities. The standard is applicable to financial yearscommencing on or after 1 January 2018, and

the Group will be adopting the new standard from 1 July 2018. The impairmentmodel under the new Standard is

based on expected credit losses rather than incurred losses under AASB 139. The expected credit loss model

results in early recognition of impairment allowances and likely larger amount of the allowances. The level of

allowances will also be more volatile in the future, as forecasts change. Adopting the expected credit loss model

requires changes in current systems and processes and the use of judgement. Preliminary assessments indicate

that the impact of the standard is not expected to be significant on the consolidated financial position, cash flow

and results of operations. This standard will require additional assessment and disclosure of financial assets and

liabilities held by the Group. The Group will continue to apply the provisions of AASB 139 in relation to open

hedges until they are settled.

(ii) AASB 15 Revenue from Contracts with Customers

AASB 15Revenuedeals with revenue recognition and establishes principles for reportinguseful information to

users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising

from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good or

service and thus has the ability to direct the use and obtain the benefits from the good or service. AASB 15

supersedes:

(a)AASB 111 Construction Contracts;

(b)AASB 118 Revenue;

(c)Interpretation 13 Customer Loyalty Programmes;

(d)Interpretation 15 Agreements for the Construction of Real Estate;

(e)Interpretation 18 Transfers of Assets from Customers;

(f)Interpretation 131 Revenue - Barter Transactions Involving Advertising Services; and

(g)Interpretation 1042 Subscriberacquisition costs in the Telecommunications Industry.

The core principle of AASB 15 is that an entity recognises revenue to depictthe transfer of promised goods or

services to customers in an amount that reflects the consideration to which the entity expects to be entitled in

exchange for those goods or services. This is largely in line with the current accounting policies adopted for

recognition of revenue, as described in note 2(e).

The standard is applicable for financial years commencing on or after 1 January 2018, and the Group will be

adopting the new standard from 1 July 2018.Substantial work has been completed reviewing the Group's

different revenue streams. The revenue from the sale of goods will be recognised at a point in time while the

revenue from sale of PCP will be recognised over time consistent with the current accounting treatment. The

impact of the new revenue standard is notexpected to be significant. The new standard will require certain

disclosure related changes to the 2019 financial statements.

(iii) AASB 16 Leases

AASB 16Leasesaddresses the recognition and measurement of assets and liabilities for all leases with a term of

more than 12 months, unless they are of low value. It also contains the disclosure requirements for lessees and

lessors. AASB 16 supersedes:

(a)AASB 117 Leases;

(b)Interpretation 4 Determining whether an Arrangement contains a Lease;

(c)SIC-15 Operating Leases - Incentives; and

(d)SEC - 27 Evaluating the Substance of Transactions involving the Legal Form of a Lease.

51

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

2 Summary of significant accounting policies (continued)

(aa)New accounting standards and interpretations (continued)

(iii) AASB 16 Leases (continued)

The standard is not applicable until financial years commencing on or after 1 January 2019 but is available for

early adoption provided the new revenue standard, AASB 15 Revenue from Contracts with Customers, has been

applied or is applied at the same date as AASB 16. The Group has not yet determined the timing of adopting

AASB 16 Leases.

The Group will use a modified retrospective adoption approach and expect to elect the package of practical

expedients, including the use of hindsight to determine the lease term. Asthe Group continues to evaluate this

standard and the effect on related disclosures, the primary effect of adoption will be to record right-of-use assets

and corresponding lease obligationsfor current operating leases. The adoption is expected to have a material

impact on the Group's consolidated balance sheet, consolidated cash flowstatement and statement of

comprehensive income.

Management is currently evaluating theanticipated impact on the Group’sconsolidated financial position and

results of operations, the quantitative and qualitative factors that will impact the Group as part of the adoption of

this standard, as well as any changes to its leasing strategy that may occurbecause of the changes to the

accounting and recognition of leases.

The ultimate impact of adopting the new standard will depend on the Group'slease portfolio as of the adoption

date and the final discount rates used.

52

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

Additional Information

This section provides additional information about those individual line items in the financial statements that the

Directors consider most relevant in the context of the operations of the entity, including:

(a) accounting policies that are relevant for an understanding of the items recognised in the financial

statements.

(b) analysis and sub-totals, including segment information

(c) information about estimates and judgements made in relation to particular items.

3 Segment information54

4 Revenue56

5 Other income and expense items56

6 Income tax expense57

7 Financial assets and financial liabilities58

8 Non-financial assets and liabilities63

9 Equity69

10 Cash flow information70

53

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

3 Segment information

(a) Description of segments and principal activities

Management have determined the operating segments based on the reports reviewed by the Board and

Executive team that are used to make strategic decisions. The Board and executive team consider, organise and

manage the business primarily from a brand perspective. For the Michael Hill brand, they also consider, organise

and manage the business from a geographic perspective, being the country of origin where the sale and service

was performed.

During the year, the Company announced the closure of the Emma & Roe brand and the Michael Hill United

States segment. These segments have been substantially closed and consequently these segments have been

classified as a discontinued operation and are therefore not presented inthe segment disclosures for 2018 and

2017.

The amounts provided to the Board and executive team in respect of total assets and liabilities are measured in a

manner consistent with the financial statements. These reports do not allocate total assets or total liabilities

based on the operations of each segment or by geographical location.

The Group's continuing operationsoperate in three geographical segments: Australia, New Zealand and Canada.

The corporate and other segment includes revenue and expenses that do not relate directly to the relevant

Michael Hill retail segments. These predominately relate to corporate costs and Australian based support costs,

but also include manufacturing activities, warehouse and distribution,interest and company tax. Inter-segment

pricing is at arm's length or market value.

Types of products and services

Michael Hill International Limitedand its controlledentities operate predominately in the sale of jewellery and

related services. As indicated above, the Group is organised and managed globally by brand and geographic

areas.

Major customers

Michael Hill International Limitedand its controlled entities sell goods and provide services to a number of

customers from which revenue is derived. There is no single customer from which the Group derives more than

10% of total consolidated revenue.

Accounting policies and inter-segment transactions

The accounting policies used by the Group in reporting segments internally are the same as those contained in

note 2 to the accounts and in the prior period.

54

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

3 Segment information (continued)

(b) Segment results

Segment information

2018

MH

Australia

MH New

Zealand

MH

Canada

Corporate

& other Group

$'000 $'000

$'000

$'000 $'000

Operating revenue325,709115,376 133,0001,464 575,549

Gross profit206,30371,560 82,9676,063 366,893

Gross profit %63.3%62.0% 62.0%-% 63.7%

EBITDA*56,935 28,06319,986 (36,143) 68,841

Depreciation and amortisation(8,314) (2,464) (5,077) (2,839) (18,694)

EBIT*

48,62125,59914,909(38,982)50,147

EBIT as a % of revenue14.9% 22.2% 11.0%-%8.7%

Interest income21-710

Finance costs5910- (2,759) (2,690)

Net profit before tax

48,68225,60914,909(41,733)47,467

Income tax expense

----(12,649)

Net profit after tax

48,68225,60914,909(41,733)34,818

Segment information

2017

MH

Australia

MH New

Zealand

MH

Canada

Corporate

& other Group

$'000 $'000

$'000

$'000 $'000

Operating revenue321,981 115,518 112,930670 551,099

Gross profit201,70771,237 69,2108,853 351,007

Gross profit %62.6% 61.7% 61.0%-% 63.7%

EBITDA*59,454 29,04816,643 (25,386) 79,759

Depreciation and amortisation(7,766) (2,651) (4,195) (2,815) (17,427)

EBIT*

51,68826,39712,448(28,201)62,332

EBIT as a % of revenue16.1% 22.9% 11.0%-% 11.3%

Interest income-1-1516

Finance costs(17)(41)- (3,106) (3,164)

Net profit before tax

51,67126,35612,448(31,292)59,183

Income tax expense

----(15,051)

Net profit after tax

51,67126,35612,448(31,292)44,132

* EBIT and EBITDA are Non-IFRS Information and are unaudited. Please referto Non-IFRS Information on page

10 of the Directors Report for an explanation of Non-IFRS information and areconciliation of EBIT from

continuing operations and Normalised EBIT.

55

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

4 Revenue

2018

$'000

2017

$'000

From continuing operations:

Sales revenue

Revenue from sale of goods and repair services

541,349

517,222

Revenue from professional care plans

31,929

32,131

Interest and other revenue from in-house customer finance program

2,261

1,730

575,539

551,083

Other revenue

Interest income

10

16

Total revenue from continuing operations

575,549

551,099

5 Other income and expense items

(a) Other income

Notes

2018

$'000

2017

$'000

Insurance recoveries

-

2

Net foreign exchange gains11(b)

-

863

Other items

1,064

775

1,064

1,640

(b) Breakdown of expenses by nature

2018

$'000

2017

$'000

Depreciation

Plant and equipment

4,153

3,386

Furniture and fittings

3,619

69

Motor vehicles

145

166

Leasehold improvements

6,668

9,677

Display materials

1,681

1,724

Total depreciation8(b)

16,266

15,022

Amortisation

Software

2,428

2,405

Total depreciation and amortisation

18,694

17,427

56

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

5 Other income and expense items (continued)

(b) Breakdown of expenses by nature (continued)

2018

$'000

2017

$'000

Finance costs

Bank and interest charges

2,762

3,105

Interest expense - make good provision8(h)

(72)

59

Total finance costs

2,690

3,164

Net foreign exchange losses included in other expenses

1,029

-

6 Income tax expense

(a) Income tax expense

Notes

2018

$'000

2017

$'000

Current tax

Current tax on profits for the year

5,723

6,402

Derecognised tax losses

3,651

461

Adjustments for current tax of prior periods

3,908

947

Foreign income tax offsets not recognised

(1,055)

1,055

Total current tax expense

12,227

8,865

Deferred income tax

(Increase) / Decrease in deferred tax assets8(d)

(2,659)

8,125

Tax consolidation cost base adjustments

-

(4,389)

Derecognised tax losses

66

-

Adjustments for deferred tax of prior periods

(3,708)

(291)

Total deferred tax expense/(benefit)

(6,301)

3,445

Income tax expense

5,926

12,310

(b) Numerical reconciliation of income tax expense to prima facie tax payable

Notes

2018

$'000

2017

$'000

Profit from continuing operations before income tax expense

47,467

59,183

Profit from discontinuing operations before income tax expense

(36,934)

(14,226)

10,533

44,957

Tax at the Australian tax rate of 30.0% (2017 - 30.0%)

3,160

13,487

Tax effect of amounts which are not deductible (taxable)

in calculating taxable income:

Non deductible expenditure

163

178

Non-assessable intragroup markups

(551)

(653)

Sundry items

10

89

Tax consolidation cost base adjustments

-

(4,389)

2,782

8,712

57

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

6 Income tax expense (continued)

(b) Numerical reconciliation of income tax expense to prima facie tax payable (continued)

Notes

2018

$'000

2017

$'000

Difference in overseas tax rates

288

(321)

Adjustments for current tax of prior periods

3,908

947

Adjustments for deferred tax of prior periods

(3,644)

(291)

Tax losses not recognised

3,651

2,208

Foreign income tax offset not recognised

(1,055)

1,055

Change in tax rate on deferred tax balance

(4)

-

Income tax expense

5,926

12,310

Income tax expense is attributable to:

Profit from continuing operations

12,649

15,051

Profit from discontinuing operations

(6,723)

(2,741)

5,926

12,310

(16,459)

(57,267)

(c) Tax losses

2018

$'000

2017

$'000

Unused United States tax losses for which no deferred tax asset has been

recognised

32,203

19,524

Potential tax benefit @25.0% (2017 @ 40.0%)

8,051

7,810

Unused New Zealand tax losses for which no deferred tax asset has been

recognised

2,623

1,645

Potential tax benefit @ 28.0%

735

461

The unused tax losses incurred in the United States and New Zealand are available indefinitely for offsetting

against future taxable profits of the countries in which the losses arose.Deferred tax assets have not been

recognised in respect of these losses as it is unknown when the New Zealand losses may be used to offset

taxable profits and the United States losses are not expected to be used.

7 Financial assets and financial liabilities

Notes

Derivatives

used for

hedging

$'000

Financial

assets at

amortised

cost

$'000

Total

$'000

Financial assets

2018

Cash and cash equivalents7(a)

- 7,220 7,220

Trade and other receivables7(b)

- 28,046 28,046

Derivative financial instruments11(a)

245-245

24535,26635,511

58

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

7 Financial assets and financial liabilities (continued)

Derivatives

used for

hedging

$'000

Financial

assets at

amortised

cost

$'000

Total

$'000

2017

Cash and cash equivalents7(a)-5,6765,676

Trade and other receivables7(b)

-26,59026,590

-32,26632,266

Notes

Financial liabilities

2018

Trade and other payables7(c)

- 49,339 49,339

Borrowings7(d)

- 35,213 35,213

Derivative financial instruments11(a)

390-390

39084,55284,942

2017

Trade and other payables7(c)- 47,918 47,918

Borrowings7(d)- 45,034 45,034

Derivative financial instruments11(a)

1,141-1,141

1,14192,95294,093

The Group’s exposure to various risks associated with the financial instruments is discussed in note 11. The

maximum exposure to credit risk at the end of the reporting year is the carrying amount of each class of financial

assets mentioned above.

(a) Cash and cash equivalents

2018

$'000

2017

$'000

Current assets

Cash at bank and on hand

7,220

5,676

Interest rates for the bank accounts have been between 0.00% and 1.15% during the year (2017: between 0.00%

and 1.15%).

(b) Trade and other receivables

2018

2017

Notes

Current

$'000

Non-

current

$'000

Total

$'000

Current

$'000

Non-

current

$'000

Total

$'000

Trade receivables

4,912- 4,912

4,752-4,752

Provision for impairment of

receivables

(819)-(819)

(502)-(502)

11(c)(i)

4,093-4,093

4,250-4,250

59

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

7 Financial assets and financial liabilities (continued)

(b) Trade and other receivables (continued)

2018

2017

Notes

Current

$'000

Non-

current

$'000

Total

$'000

Current

$'000

Non-

current

$'000

Total

$'000

In-house customer finance

17,681 2,864 20,545

15,1572,533 17,690

Provision for impairment of

receivables

(1,231)(199)(1,430)

(956)(162)(1,118)

11(c)(ii)

16,450 2,665 19,115

14,2012,371 16,572

Sundry debtors

4,838-4,838

5,768-5,768

25,3812,66528,046

24,2192,37126,590

Further information relating to loans to related parties and key management personnel is set out in note 19.

(i) Trade receivables

Trade receivables from sales made to customers through third party creditproviders are non-interest bearing and

are generally on a 0-30 day terms.

(ii) In-house customer finance

In October 2012, Michael Hill launched an in-house customer finance program in the Canadian and United States

markets. The terms available to customers range from an interest bearing revolving line of credit through to

interest free terms of between 6 and 24months, although 12 to 18 months is the typical financing period.

The receivables from the in-house customer finance program are comprisedof a large number of transactions

with no one customer representing a significant balance. The finance portfolio consists of contracts of similar

characteristics that are evaluatedcollectively for impairment. The allowance is an estimate of the losses as of the

balance date, and is calculated using such factors as delinquency and recovery rates.

Sundry debtors

Sundry debtors relates to supplier credits, security deposits and other sundry receivables.

Effective interest rates

Other than in-house customer finance,all receivables are non-interest bearing. The majority of in-house

customer finance receivables are also non-interest bearing.

(iii) Impairment and risk exposure

Information about the impairment of trade and other receivables, their credit quality and the Group’s exposure to

credit risk, foreign currency risk and interest rate risk can be found in note 11(b) and 11(c).

Only trade receivables and in-house customer finance contain impaired assets. The remaining classes within

trade and other receivables do not contain impaired assets and are not pastdue. Based on the credit history of

these other classes, it is expected that these amounts will be received when due.

60

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

7 Financial assets and financial liabilities (continued)

(c) Trade and other payables

2018

$'000

2017

$'000

Current liabilities

Trade payables

24,686

27,649

Annual leave liability

8,938

8,571

Accrued expenses

7,154

6,442

Other payables

8,561

5,256

49,339

47,918

Trade payables are unsecured and are usually paid within 30 days of recognition.

The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their

short-term nature.

(d) Borrowings

2018

2017

Notes

Current

$'000

Non-

current

$'000

Total

$'000

Current

$'000

Non-

current

$'000

Total

$'000

Bank loans

-35,21335,213

-45,03445,034

Total secured borrowings

-35,21335,213

-45,03445,034

The Group’s objectives when managing capital are to ensure sufficient liquidity to support its financial obligations

and execute the Group's operational andstrategic plans. The Group continually assesses its capital structure and

makes adjustments to it with reference to changes in economic conditions and risk characteristics associated

with its underlying assets. Accordingly, the Group entered into a three year agreement with ANZ on 26 June 2018

that provides for a $110,000,000 multioption borrowing facility, the availability of which is adjusted throughout the

year in line with business requirements. At balance date, $70,000,000 wasavailable, and of that, $35,213,000

was utilised.

The Group also has access to various uncommitted credit facility lines serving working capital needs that, at

balance date, totalled $1,924,000. Noamounts were drawn under these credit facility lines as at balance date.

(e) Recognised fair value measurements

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial

instruments that are recognised and measured at fair value in the financial statements. To provide an indication

about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments

into the three levels prescribed under the accounting standards. An explanation of each level follows underneath

the table.

61

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

7 Financial assets and financial liabilities (continued)

(e) Recognised fair value measurements (continued)

(i) Fair value hierarchy (continued)

Recurring fair value

measurements

At 30 June 2018Notes

Level 1

$'000

Level 2

$'000

Level 3

$'000

Total

$'000

Financial assets

Derivatives used for hedging

Foreign exchange contracts11(a)

-245-245

Total financial assets

-245-245

Financial Liabilities

Derivatives used for hedging

Interest rate swaps11(a)

-390-390

Total financial liabilities

-390-390

Recurring fair value measurements

At 30 June 2017

Notes

Level 1

$'000

Level 2

$'000

Level 3

$'000

Total

$'000

Financial assets

Total financial assets

----

Financial Liabilities

Derivatives used for hedging

Foreign exchange contracts11(a)-414-414

Interest rate swaps11(a)

-727-727

Total financial liabilities

-1,141-1,141

There were no transfers between levels during the year.

The Group’s policy is to recognise transfers into and transfers out of fairvalue hierarchy levels as at the end of

the reporting period

Level 1:

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and

trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period. The

quoted market price used for financial assets held by the Group is the current bid price. These instruments are

included in level 1.

Level 2:

The fair value of financial instruments that are not traded in an active market (for example,

over-the-counter derivatives) isdetermined using valuation techniques which maximise the use of observable

market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value

an instrument are observable, the instrument is included in level 2.

Level 3:

If one or more of the significant inputs is not based on observable market data, the instrument is

included in level 3. This is the case for unlisted equity securities.

62

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

7 Financial assets and financial liabilities (continued)

(f) Changes in liabilities arising from financing activities

(i) Movements

Non-current

interest-

bearing loans

and liabilities

$'000

Total

$'000

Carrying amount at start of year45,03445,034

Inwards cash flows116,500116,500

Outwards cash flows(126,500)(126,500)

Foreign exchange movements

179179

Carrying amount at end of year

35,21335,213

8 Non-financial assets and liabilities

This note provides information about the Group's non-financial assets and liabilities, including:

(a) Inventories

2018

$'000

2017

$'000

Raw materials

10,243

7,870

Finished goods

178,944

191,768

Packaging and other consumables

2,887

4,215

192,074

203,853

All inventories are held at the lower of cost or net realisable value.

(b) Property, plant and equipment

Plant and

equipment

$'000

Fixtures

and fittings

$'000

Motor

vehicles

$'000

Leasehold

improvements

$'000

Display

materials

$'000

Total

$'000

At 1 July 2016

Cost or fair value33,20330,20693072,926 12,767 150,032

Accumulated depreciation

(20,331)(15,443)(396)(36,933)(4,996)(78,099)

Net book amount

12,87214,76353435,9937,77171,933

Year ended 30 June 2017

Opening net book amount12,87214,76353435,9937,771 71,933

Exchange differences(124)(119)(6)(525)(93)(867)

Additions6,8685,03415313,1932,046 27,294

Additions - make good---773-773

Disposals(427)(118)(55)(791)(64) (1,455)

Depreciation charge(4,229)(3,956)(194)(7,089)(1,947) (17,415)

Impairment loss (iii)

(26)(5)-(796)-(827)

Closing net book amount

14,93415,59943240,7587,71379,436

63

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

8 Non-financial assets and liabilities (continued)

(b) Property, plant and equipment (continued)

Plant and

equipment

$'000

Fixtures

and fittings

$'000

Motor

vehicles

$'000

Leasehold

improvements

$'000

Display

materials

$'000

Total

$'000

At 30 June 2017

Cost or fair value37,94434,16979682,602 13,816 169,327

Accumulated depreciation

(23,010)(18,570)(364)(41,844)(6,103)(89,891)

Net book amount

14,93415,59943240,7587,71379,436

Year ended 30 June 2018

Opening net book amount14,93415,59943240,7587,713 79,436

Exchange differences(70)(27)(4)8417-

Additions4,3393,146458,1962,164 17,890

Additions - make good---(1,154)-(1,154)

Disposals(391)(216)(72)(392)(71) (1,142)

Depreciation charge(4,429)(3,925)(148)(7,257)(1,806) (17,565)

Impairment loss (iii)

(1,490)(3,010)-(5,016)(1,283)(10,799)

Closing net book amount

12,89311,56725335,2196,73466,666

At 30 June 2018

Cost38,74434,66756981,642 13,958 169,580

Accumulated depreciation and

impairment

(25,851)(23,100)(316)(46,423)(7,224)(102,914)

Net book amount

12,89311,56725335,2196,73466,666

(i) Impairment loss

As per the Group's accounting policies, the Group impairs assets where therecoverable amount is less than the

carrying amount. The Group has impaired the assets of all Emma & Roe assets,four Michael Hill Australia stores

and two Michael Hill Canada stores. Any assets held at an impaired Emma & Roestore that are able to

redeployed throughout the Group are not impaired. This cost has reported in Other expenses in the statement of

comprehensive income. The segment breakdown of impairment losses recognised during the year is reported at

note 3.

(ii) Revaluation, depreciation methods and useful lives

Depreciation is calculated using thestraight-line method to allocate their cost or revalued amounts, net of their

residual values, over their estimateduseful lives or, in the case of leasehold improvements and certain leased

plant and equipment, the shorter lease term as follows:

• Plant and equipment5 - 6 years

• Motor vehicles3 - 5 years

• Fixtures and fittings6 - 10 years

• Leasehold improvements6 - 10 years

• Display material6 - 10 years

64

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

8 Non-financial assets and liabilities (continued)

(c) Intangible assets

Patents,

trademarks

and other

rights

$'000

Computer

software

$'000

Total

$'000

At 1 July 2016

Cost7916,67516,754

Accumulation amortisation

-(11,193)(11,193)

Net book amount

795,4825,561

Year ended 30 June 2017

Opening net book amount795,4825,561

Exchange differences-(27)(27)

Additions-5,8515,851

Amortisation charge *

-(2,601)(2,601)

Closing net book amount

798,7058,784

At 30 June 2017

Cost7922,47222,551

Accumulation amortisation

-(13,767)(13,767)

Net book amount

798,7058,784

Year ended 30 June 2018

Opening net book amount798,7058,784

Exchange differences-22

Additions-6,6656,665

Impairment charge-(228)(228)

Amortisation charge *

-(2,597)(2,597)

Closing net book amount

7912,54712,626

At 30 June 2018

Cost7928,94129,020

Accumulated amortisation

-(16,394)(16,394)

Net book amount

7912,54712,626

* Amortisation of $2,428,000 (2017: $2,405,000) is included in depreciation and amortisation expense in the statement of

comprehensive income. The amount above also includes amortisation for discontinued operations (see note Discontinued

operations

).

65

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

8 Non-financial assets and liabilities (continued)

(d) Deferred tax balances

(i) Deferred tax assets

2018

$'000

2017

$'000

The balance comprises temporary differences attributable to:

Doubtful debts

555

397

Fixed assets and intangibles

10,508

14,855

Intangible assets from intellectual property transfer

26,438

28,101

Deferred expenditure

(697)

(764)

Prepayments

(6)

(55)

Deferred service revenue

3,850

4,322

Unearned income

1,653

1,201

Provisions

8,628

7,309

Unrealised foreign exchange losses

117

(15)

Sundry items

1,481

200

Inventories

9,368

-

Tax losses recognised

-

2,342

Net deferred tax assets

61,895

57,893

Expected settlement:

Deferred tax assets expected to be recovered within 12 months

23,758

11,846

Deferred tax assets expected to be recovered after more than 12 months

38,137

46,047

61,895

57,893

Movements:

Opening balance at 1 July

57,893

64,074

Credited / (charged) to the income statement

2,660

(8,125)

Tax losses recognised

(2,342)

2,342

Prior year adjustment

3,707

(291)

Foreign exchange differences

(23)

(107)

Closing balance at 30 June

61,895

57,893

(e) Current tax receivables

2018

$'000

2017

$'000

Current assets

Current tax receivables

-

888

66

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

8 Non-financial assets and liabilities (continued)

(f) Other assets

2018

2017

Current

$'000

Non -

current

$'000

Total

$'000

Current

$'000

Non -

current

$'000

Total

$'000

Prepayments

2,889 1,1934,082

3,0891783,267

Deferred expenditure

7991,6952,494

8561,8792,735

3,6882,8886,576

3,9452,0576,002

(g) Current tax liabilities

2018

$'000

2017

$'000

Current tax liabilities

2,696

-

(h) Provisions

2018

2017

Current

$'000

Non-

current

$'000

Total

$'000

Current

$'000

Non-

current

$'000

Total

$'000

Employee benefits (i)

3,555 2,063 5,618

1,8941,9313,825

Returns provision (i)

2,972- 2,972

2,518-2,518

Make good provision (i)

356 2,844 3,200

2234,2464,469

Restructuring costs (i)

1,897- 1,897

---

Diamond warranty (i)

600-600

---

Other provisions (i)

6-6

355893

9,3864,90714,293

4,6706,23510,905

(i) Information about individual provisions and significant estimates

Employee benefits

The liability for long service leave is measured as the present value of expected future payments to be made in

respect of services provided by employees up to the reporting date using the projected unit credit method.

Consideration is given to expected future wage and salary levels, experience of employee departures and

periods of service. Expected futurepayments are discounted using marketyields at the reporting date on

corporate bonds with terms to maturity and currency that match, as closelyas possible, the estimated future cash

outflows.

Provisions are measured at the present value of management's best estimate of the expenditure required to

settle the present obligation at the end of the reporting year.

Returns provision

Provision is made for the estimated sale returns for the Group's return policies, being 30 day change of mind, 12

month guarantee on the quality of workmanship and the 3 year watch guarantee. In addition, all Michael Hill

watches sold before 30 June 2018 includeda lifetime battery replacement guarantee. Management estimates the

provision based on historical sale return information and any recent trends that may suggest future claims could

differ from historical amounts.

67

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

8 Non-financial assets and liabilities (continued)

(h) Provisions (continued)

(i) Information about individual provisions and significant estimates (continued)

Employee benefits - long service leave (continued)

Make good provision

The Group has an obligation to restore certain leasehold sites to their original condition upon store closure or

relocation. This provision represents the present value of the expected future make good commitment. Amounts

charged to the provision represent both the cost of make good costs incurred and the costs incurred which

mitigate the final liability prior to the closure or relocation.

Restructuring

A provision has been raised for the estimated lease surrender and staffingexit costs associated with the six

Emma & Roe stores trading at the end of the year.

Diamond warranty

Provision is made for the estimated costs for the Group's diamond warrantyoffered with the purchase of selected

diamond jewellery lines. Management estimates the provision based on costs incurred in recent years and will

review the adequacy of the provisioneach reporting date as more data becomes available.

Other provisions

Other provisions relate to a provision for an onerous lease.

(ii) Movements in provisions

Movements in each class of provision during the financial year are set out below:

Employee

benefits

$'000

Restructuring

obligations

$'000

Returns

provision

$'000

Make good

provision

$'000

Diamond

warranty

$'000

Other

provisions

$'000

Total

$'000

Carrying amount at the

start of the year3,825-2,5184,469-93 10,905

Additional provisions

recognised2,1421,8972,971(857)6006 6,759

Amounts incurred and

charged(346)- (2,517)(378)-(93) (3,334)

Exchange differences

(3)--(34)--(37)

Carrying amount at end of

year

5,6181,8972,9723,200600614,293

(i) Deferred revenue

2018

2017

Current

$'000

Non-

current

$'000

Total

$'000

Current

$'000

Non-

current

$'000

Total

$'000

Deferred service revenue

24,686 55,276 79,962

24,121 52,989 77,110

Lease incentive income

782 2,230 3,012

1,2112,8274,038

Deferred interest free revenue

1,0082141,222

592201793

26,47657,72084,196

25,92456,01781,941

68

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

9 Contributed equity

(a) Share capital

2018

Shares

2017

Shares

2018

$'000

2017

$'000

Ordinary shares - fully paid

387,438,513

387,438,513

10,266

10,015

Total share capital387,438,513 387,438,51310,26610,015

(i) Movements in ordinary shares:

DetailsNotes

Number of sharesTotal

$'000

Opening balance 1 July 2016383,138,5133,767

Exercise of options - proceeds received9(a)(iii)4,300,0004,825

Transfer option reserve to contributed equity

-1,423

Balance 30 June 2017387,438,51310,015

Options expired9(a)(ii)

-251

Balance 30 June 2018

387,438,51310,266

(ii) Ordinary shares

Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the

Company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one

vote, and upon a poll each share is entitled to one vote.

(iii) Options

Information relating to the Michael Hill International Employee Option Plan, including details of options issued,

exercised and lapsed during the financial year and options outstanding atthe end of the financial year, is set out

in note 20(a).

(b) Reserves and retained profits

(i) Nature and purpose of other reserves

Cash flow hedges

The hedging reserve is used to record gains or losses on derivatives that are designated and qualify as cash flow

hedges and that are recognised in other comprehensive income, as described in note 2(p). Amounts are

reclassified to profit or loss when the associated hedged transaction affects profit or loss.

Share-based payments

The share-based payments reserve is used to recognise:

• the grant date fair value of options issued to employees but not exercised

• the grant date fair value of shares issued to employees

• the grant date fair value of deferred shares granted to employees but not yet vested

Foreign currency translation

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive

income as described in note 2(d) and accumulated in a separate reserve within equity. The cumulative amount is

reclassified to profit or loss when the net investment is disposed of.

69

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

10 Cash flow information

(a) Reconciliation of profit after income tax to net cash inflow from operating activities

Notes

2018

$'000

2017

$'000

Profit for the year

4,610

32,647

Adjustment for

Depreciation5(b)

17,565

17,415

Amortisation5(b)

2,597

2,601

Impairment - property, plant and equipment

11,029

-

Impairment - other assets

563

-

Non-cash employee benefits expense - share-based payments

484

371

Other non-cash expenses

(78)

897

Net loss on sale of non-current assets

450

1,166

Net exchange differences

966

(908)

Change in operating assets and liabilities:

(Increase) / decrease in trade and other receivables

(1,348)

(579)

(Increase) / decrease in inventories

12,169

(6,073)

(Increase) / decrease in deferred tax assets

(3,968)

6,043

(Increase) / decrease in other current assets

273

1,085

(Increase) / decrease in other non current assets

(826)

118

(Decrease) / increase in trade and other payables

2,258

3,050

(Decrease) / increase in current tax liabilities

3,665

(26,110)

(Decrease) / increase in provisions

2,030

830

(Decrease) / increase in deferred revenue

2,454

7,199

Net cash inflow from operating activities

54,893

39,752

70

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

Risk

This section of the notes discusses the Group’s exposure to various risks and shows how these could affect the

Group’s financial position and performance.

11 Financial risk management71

12 Critical estimates, judgements and errors77

13 Capital management79

11 Financial risk management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk

and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the

unpredictability of financial marketsand seeks to minimise potential adverse effects on the financial performance

of the Group. The Group uses derivative financial instruments such as foreign exchange contracts and interest

rate swaps to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as

trading or other speculative instruments. The Group uses different methods to measure different types of risk to

which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange

risks and aging analysis for credit risk.

RiskExposure arising fromMeasurementManagement

Market risk -

foreign

exchange

Future commercial transactions

Recognised financial assets and liabilities

not denominated in AUD

Cash flow forecasting

Sensitivity analysis

Forward foreign

exchange contracts

Market risk –

interest rate

Long-term borrowings at variable ratesSensitivity analysisInterest rate swaps

Credit riskCash and cash equivalents and trade

receivables

Aging analysisDiversification of bank

deposits, credit limits

and letters of credit

Liquidity riskBorrowings and other liabilitiesRolling cash flow

forecasts

Availability of

committed credit lines

and borrowing facilities

The Group's overall risk management program includes a focus on financialrisk including the unpredictability of

financial markets and foreign exchange risk.

The policies are implemented by the central finance function that undertakes regular reviews to enable prompt

identification of financial risks sothat appropriate actions may be taken.

(a) Derivatives

Derivatives are only used for economic hedging purposes and not as speculative investments. However, where

derivatives do not meet the hedging criteria, they are classified as ‘heldfor trading’ for accounting purposes. The

Group has the following derivative financial instruments:

2018

$'000

2017

$'000

Current assets

Forward foreign exchange contracts - cash flow hedges ((b)(i))

245

-

Total current derivative financial instrument assets

245

-

Current liabilities

Interest rate swap contracts - cash flow hedges ((b)(ii))

390

727

Forward foreign exchange contracts - cash flow hedges ((b)(i))

-

414

Total current derivative financial instrument liabilities

390

1,141

71

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

11 Financial risk management (continued)

(a) Derivatives (continued)

(i) Classification of derivatives

Derivatives are classified as held for trading and accounted for at fair value through profit or loss unless they are

designated as hedges. They are presentedas current assets or liabilitiesif they are expected to be settled within

12 months after the end of the reporting year.

The Group’s accounting policy for its cash flow hedges is set out in note 2(p). For hedged forecast transactions

that result in the recognition of a non-financial asset, the Group has elected to include related hedging gains and

losses in the initial measurement of the cost of the asset.

(ii) Fair value measurements

For information about the methods and assumptions used in determining thefair value of derivatives please refer

to note 7(e).

(b) Market risk

(i) Foreign exchange risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are

denominated in a currency that is not the entity’s functional currency andnet investments in foreign operations.

The Group operates internationally and is exposed to foreign exchange risk arising from various currency

exposures. Where it considers appropriate, the Group enters into forwardforeign exchange contracts to buy

specified amounts of various foreign currencies in the future at a pre-determined exchange rate.

Foreign exchange forward contracts measured through Other comprehensive income are designated as hedging

instruments in cash flow hedges of forecast purchases in USD. These forecast transactions are highly probable.

The cash flow hedges of the expected future purchases were assessed to be highly effective and a net

unrealised gain of $337,000 (2017: $834,000 loss) is included in Other comprehensive income. Fair value

adjustments are included in Derivative financial instruments.

Exposure

The Group's exposure to foreign currency risk at the end of the reporting year, expressed in transactional

currency, was as follows:

30 June 2018

30 June 2017

USD

$'000

NZD

$'000

CAD

$'000

USD

$'000

NZD

$'000

CAD

$'000

Cash and cash equivalents

65248

254045

Trade receivables

266--

882--

Trade payables

5,81153101

3,69622857

Forward exchange contracts

Buy foreign currency (cash flow hedges)

7,000--

17,000--

Sensitivity

The Group's principal foreign currency exposures arise from trade payables and receivables outstanding at year

end.

Most trade payables are repaid within 30 days so there is minimal equity impact arising from foreign currency

exposures.

72

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

11 Financial risk management (continued)

(b) Market risk (continued)

(i) Foreign exchange risk (continued)

Sensitivity (continued)

Impact on pre-tax profit

Impact on other

components of equity

2018

$'000

2017

$'000

2018

$'000

2017

$'000

USD Trade payables

US/$ exchange rate - increase 10%*

-

-

372

2,011

US/$ exchange rate - decrease 10%*

-

-

(1,542)

(2,458)

*Holding all other variables constant, this represents the impact of the forward exchange contracts held at the end of

the reporting period if the USD exchange rate was to increase or decrease by10%

(ii) Cash flow and fair value interest rate risk

The Group's main interest rate risk arises from long-term borrowings and cash. Borrowings issued at variable

rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair

value interest rate risk. Group policy is to maintain fixed interest coverof between 50% and 100% of core debt up

to 12 months, between 50% and 75% of core debt between 1 and 3 years, and between 25% and 50% of core

debt between 3 and 5 years.

To manage variable interest rate borrowings risk, the Group enters into interest rate swaps in which the Group

agrees to exchange, at specified intervals, the difference between fixedand variable rate interest amounts

calculated by reference to anagreed-upon notional principal amount.

The interest rate derivatives require settlement of net interest receivable or payable each 30 days and are settled

on a net basis.

The exposure of the Group’s borrowing to interest rate changes and the contractual re-pricing dates of the fixed

interest rate borrowings at the end of the reporting year are as follows:

2018

$'000

2017

$'000

Variable rate borrowings

35,213

45,034

35,213

45,034

Instruments used by the group

The cash flow hedges were assessed to be highly effective and a net realisedgain of $659,000 (2017: $578,000

gain) is included in Other comprehensive income. Fair value adjustments are included in Derivative financial

instruments.

The interest rate swaps are designated as cash flow hedging instruments. Changes in the interest paid on the

variable rate fully drawn down advance facility are measured at fair valuethrough Other comprehensive income.

Swaps in place cover approximately 71.0% (2017: 77.7%) of the variable rate principal outstanding.

73

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

11 Financial risk management (continued)

(b) Market risk (continued)

(ii) Cash flow and fair value interest rate risk (continued)

Instruments used by the group (continued)

As at the end of the reporting year, the Group had the following variable rate borrowings and interest rate swap

contracts outstanding:

30 June 2018

30 June 2017

Weighted

average

interest

rate

%

Balance

$'000

Weighted

average

interest

rate

%

Balance

$'000

Bank overdrafts and bank loans

2.97% 35,213

2.50% 45,034

Interest rate swaps (notional principal amount)

3.91%

25,000

3.85%

35,000

Net exposure to cash flow interest rate risk

-%

10,213

-%

10,034

An analysis by maturities is provided in note 11(d) below. The percentage of total loans shows the proportion of

loans that are currently at variable rates in relation to the total amount of borrowings.

Amounts recognised in profit or loss and other comprehensive income

The cash flow hedges were assessed to be highly effective. Fair value adjustments are included in Derivative

financial instruments.

Sensitivity

Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in

interest rates. Other components of equity change as a result of an increase/decrease in the fair value of the

cash flow hedges of borrowings. All other non-derivative financial liabilities have a contractual maturity of less

than 6 months.

Impact on post-tax profit

Impact on other

components of equity

2018

$'000

2017

$'000

2018

$'000

2017

$'000

Interest rates - increase by 100 basis points (100 bps) *

(102)

(100)

(9)

(16)

Interest rates - decrease by 100 basis points (100 bps) *

102

100

8

16

*Holding all other variables constant, this represents the impact of the interest rate swaps held at the end of the

reporting period and variable borrowings if the interest rate was to increase or decrease by 10%

(c) Credit risk

Credit risk is managed on a Group basis and refers to the risk of a counterparty failing to discharge an obligation.

In the normal course of business, the Group incurs credit risk from trade receivables and transactions with

financial institutions. The Group places its cash and short term depositswith only high credit quality financial

institutions. Sales to retail customers are required to be settled via cash, major credit cards or passed onto

various credit providers in each country.

(i) Impaired trade receivables

A provision for impairment loss is recognised when there is objective evidence that an individual trade receivable

is impaired. An impairment loss of $415,000 (2017: $313,000) has been recognised by the Group. All trade

receivables related to third party credit providers past 90 days have beenimpaired. Receivables past due but not

impaired were $343,000 (2017: $273,000).

74

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

11 Financial risk management (continued)

(c) Credit risk (continued)

(i) Impaired trade receivables (continued)

The ageing of these receivables is as follows:

2018

$'000

2017

$'000

0 - 30 days

3,749

3,977

31 - 60 days

375

295

61 - 90 days

201

73

91 + days

586

407

4,911

4,752

Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are

as follows:

2018

$'000

2017

$'000

At 1 July

502

675

Amounts written off

(415)

(313)

Additional provisions recognised

733

141

Exchange differences

(1)

(1)

At 30 June

819

502

(ii) Credit quality and impaired in-house customer finance

In-house customer finance was established in Canada and the United Statesin October 2012. Customer credit

risk is managed subject to the Group's established policy, procedures andcontrol relating to customer credit risk

management. Credit quality of a customeris assessed based on an extensivecredit rating scorecard and

individual credit limits are definedin accordance with this assessment.

An impairment analysis is performed at each reporting date. The maximum exposure to credit risk is the carrying

value of in-house customer finance program as disclosed in note 7(b)(ii).The Group does not hold collateral as

security. The Group evaluates the concentration of risk with respect to trade receivables as low.

The credit quality and ageing of these receivables is as follows:

2018

$'000

2017

$'000

Performing:

Current, aged 0 - 30 days

19,566

16,786

Past due, 31 - 90 days

460

402

Non performing:

Past due, aged more than 90 days

519

502

20,545

17,690

Movements in the provision for in-house customer finance receivables impairment loss were as follows:

75

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

11 Financial risk management (continued)

(c) Credit risk (continued)

(ii) Credit quality and impaired in-house customer finance (continued)

2018

$'000

2017

$'000

Opening balance

1,118

901

Amounts written off

(2,162)

(2,051)

Additional provisions recognised

2,451

2,299

Exchange differences

23

(31)

1,430

1,118

(d) Liquidity risk

The Group maintains prudent liquidity risk management with sufficient cash and marketable securities and the

availability of funding through an adequate amount of committed credit facilities.

(i) Financing arrangements

The Group’s objectives when managing capital are to ensure sufficient liquidity to support its financial obligations

and execute the Group's operational andstrategic plans. The Group continually assesses its capital structure and

makes adjustments to it with reference to changes in economic conditions and risk characteristics associated

with its underlying assets. Accordingly, the Group entered into an agreement with ANZ on 26 June 2018 that

provides for a $110,000,000 multi option borrowing facility, the availability of which is adjusted throughout the

year in line with business requirements. At balance date, $70,000,000 wasavailable. The Group had access to

the following undrawn borrowing facilities at the end of the reporting year:

2018

$'000

2017

$'000

Floating rate

- Expiring beyond one year (bank overdrafts)

1,924

1,957

- Expiring beyond one year (bank loans)

34,787

24,966

36,711

26,923

(ii) Maturities of financial liabilities

The tables below analyse the Group's financial liabilities into relevantmaturity groupings based on their

contractual maturities for:

(a)all non-derivative financial liabilities, and

(b)net and gross settled derivative financial instruments for which the contractual maturities are essential for

an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months

equal their carrying balances as the impact of discounting is not significant. For interest rate swaps the cash

flows have been estimated using forward interest rates applicable at the end of the reporting year.

76

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

11 Financial risk management (continued)

(d) Liquidity risk (continued)

(ii) Maturities of financial liabilities (continued)

Contractual maturities of financial liabilities

Less

than 6

months

6-12

months

Between

1and2

years

Between

2and5

years

Over 5

years

Total

contractual

cash

flows

At 30 June 2018$'000 $'000$'000 $'000 $'000 $'000

Non-derivatives

Trade payables

49,339---- 49,339

Borrowings

--35,213--35,213

Total non-derivatives

49,339-35,213--84,552

Derivatives

Net Settled (Interest rate swaps)

--30288-390

--30288-390

At 30 June 2017

Non-derivatives

Trade payables47,918---- 47,918

Borrowings

--45,034--45,034

Total non-derivatives

47,918-45,034--92,952

Derivatives

Gross settled (forward foreign exchange

contracts)-414---414

Net Settled (Interest rate swaps)

22-190515-727

22414190515-1,141

12 Significant estimates, judgements and errors

(a) Significant estimates and judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom

equal the actual results. Management also needs to exercise judgement in applying the Group’s accounting

policies. Estimates and judgements are continually evaluated and are based on historical experience and other

factors, including expectations of future events that are believed to be reasonable under the circumstances. The

estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts

of assets and liabilities within the next financial year are addressed below.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the

equity instruments at the date at whichthey are granted. The fair value is determined with the assistance of an

external valuer using the Binomial model. The related assumptions are detailed in note Share-based payments.

The accounting estimates and assumptions relating to equity-settled share-based payments would have no

impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact

expenses and equity.

77

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

12 Significant estimates, judgements and errors (continued)

(a) Significant estimates and judgements (continued)

Make good provisions

A provision has been made for the presentvalue of anticipated costs of future restoration of leased store

premises. The provision includes future cost estimates associated with dismantling and closure of stores. The

calculation of this provision requires assumptions such as discount rates, store closure dates and lease terms.

These uncertainties may result in future actual expenditure differing from the amounts currently provided. The

provision recognised is periodically reviewed and updated based on the facts and circumstances available at the

time. Changes for the estimated future costs for sites are recognised in the statement of financial position by

adjusting both the expense or asset (if applicable) and provision. The related carrying amounts are disclosed in

note 8(h) Provisions.

Estimation of useful lives of assets

The estimation of the useful lives ofassets has been based on historical experience, lease terms (for display

assets) and policies (for motor vehicles). In addition, the condition of the assets is assessed at least once per

year and considered against the remaining useful life. Adjustments to useful lives are made when considered

necessary.

Revenue recognition

Professional care plan revenue is recognised as sales revenue in the statement of comprehensive income.

Management judgement is required to determine the amount of service revenue that can be recognised based on

the usage pattern of PCPs and general information obtained on the operation of service plans in other markets.

Those direct and incremental bonuses associated with the sale of these plans are deferred and amortised in

proportion to the revenue recognised. Management reviews trends in current and estimated future services

provided under the plan to assess whether changes are required to the revenue and cost recognition rates used.

Due to management reviews conducted during the year, an adjustment to the revenue recognition pattern has

been deemed necessary. As a result of this, an additional $532,000 has beenrecognised as revenue in the

current financial year. Of this, $59,000 relates to the current financialyear, and $473,000 relates to prior financial

years. The change in estimate will result in lower revenue in future periods by the corresponding amount.

Taxation and recovery of deferred tax assets

The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant

judgement is required in determining the worldwide provision for income taxes. There are many transactions and

calculations for which the ultimate tax determination is uncertain during the ordinary course of business.

Deferred tax assets are recognised for deductible temporary differencesas management considers that it is

probable that future taxable profits will be available to utilise those temporary differences. Management

judgement is required to determine the amount of deferred tax assets that can be recognised.

Impairment of non-financial assets other than goodwill and indefinite life intangibles

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the

Group and to the particular asset that may lead to impairment. These include store performance, product and

manufacturing performance, technology and economic environments and future product expectations. If an

impairment trigger exists the recoverable amount of the asset is determined.

Employee benefits

Provisions for employee benefits are measured at the present value of management’s best estimate of the

expenditure required to settle the present obligation at the reporting date.

78

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

13 Capital management

(a) Risk management

The Group's objectives when managing capital are to

• safeguard their ability to continue as agoing concern, so that they can continue to provide returns for

shareholders and benefits for other stakeholders, and

• maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to

shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

There are a number of external bank covenants in place relating to debt facilities. These covenants are

calculated and reported to the bank quarterly. The principal covenants relating to capital management are the

earnings before interest and taxation(EBIT) fixed cover charge ratio, the consolidated debt to earnings before

interest, taxation, depreciation andamortisation (EBITDA) and consolidated debt to capitalisation. There have

been no breaches of these covenants or events of review for the current or prior period.

(b) Dividends

(i) Ordinary shares

2018

$'000

2017

$'000

Final dividend for the year ended 30 June 2017 of 2.5 cents (2016 - 2.5 cents)

per fully paid share paid on 29 September 2017 (2016 - 6 October 2016).

9,685

9,578

Interim dividend for the year ended 30 June 2018 of 2.5 cents (2017 - 2.5 cents)

per fully paid share paid on 29 March 2018 (2017 - 31 March 2017).

9,686

9,686

19,371

19,264

(ii) Dividends not recognised at the end of the reporting period

2018

$'000

2017

$'000

Since year end the Directors have declared the payment of a final dividend ofAU

2.5 cents per fully paid ordinary share*(2017 - AU 2.5 cents). The final dividend

will be unfranked and fully imputed.The aggregate amount of the dividend

expected to be paid on 28 September 2018 out of retained earnings, but not

recognised as a liability at year end, is

9,686

9,686

* This will not be declared as conduit foreign income, therefore Australian withholding tax will be deducted from

the dividend payment for foreign (non-Australian tax resident) shareholders.

(iii) Franking and imputation credits

Consolidated entity

2018

$'000

2017

$'000

Franking credits available for subsequent reporting periods based on a taxrateof

30.0% (2017 - 30.0%)

1,822

(2,148)

Imputation credits available forsubsequent reporting periods based on the New

Zealand tax rate of 28.0% (2017 - 28.0%)

23,893

28,424

79

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

13 Capital management (continued)

(b) Dividends (continued)

(iii) Franking and imputation credits (continued)

The dividends paid during the current financial period and correspondingprevious financial period were partly

franked or imputed.

The above franking credit amounts represent the balance of the franking account as at the end of the financial

year, adjusted for franking credits that will arise from the payment and refund of income tax payable.

The above imputation credit amounts represent the balance of the imputation account as at the end of the

financial year, adjusted for imputation credits that will arise from the payment and refund of income tax payable.

As the dividend recommended by the Directors since year end, but not recognised as a liability at year end, will

be unfranked, there will be no reduction in the franking account.

The impact on the imputation credit account of the dividend recommended bythe Directors since year end, but

not recognised as a liability at year end, is estimated to be a reduction in the imputation credit account of

NZ$4,075,000 (2017: NZ$4,051,000). The amount of imputation credits is dependant on the NZD exchange rate

at the time of the dividend.

14 Discontinued operations

(a) Financial performance and cash flow information

Emma & Roe

2018

$'000

2017

$'000

Revenue

16,935

15,448

Expenses

(26,939)

(23,859)

Impairment of other assets

(429)

-

Impairment of property, plant and equipment

(7,038)

-

Store exit costs

(6,038)

-

(Loss) before income tax

(23,509)

(8,411)

Income tax expense

6,737

2,758

(Loss) after income tax of discontinued operation

(16,772)

(5,653)

(Loss) from discontinued operation

(16,772)

(5,653)

Net cash (outflow) from operating activities

(12,656)

(12,092)

Net cash (outflow) from investing activities

(3)

(318)

Net cash inflow from financing activities

12,675

12,411

Net increase in cash generated by the subsidiary

16

1

80

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

14 Discontinued operations (continued)

(a) Financial performance and cash flow information (continued)

Michael Hill United States

2018

$'000

2017

$'000

Revenue

11,845

16,427

Expenses

(16,309)

(21,467)

Impairment of property, plant and equipment

(3,641)

(790)

Store exit costs

(5,333)

-

Other income

13

14

(Loss) before income tax

(13,425)

(5,816)

Income tax expense

(11)

(17)

(Loss) from discontinued operation

(13,436)

(5,833)

Total profit/(loss) from discontinued operations

(30,208)

(11,485)

Net cash (outflow) from operating activities

(1,521)

(858)

Net cash (outflow) from investing activities

(65)

(318)

Net cash inflow / (outflow) from financing activities

987

(470)

Net decrease in cash generated by the subsidiary

(599)

(1,646)

81

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

15 Interests in other entities

(a) Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in

accordance with the accounting policy described in note 2(b):

Name of entity

Country of

incorporation

Ownership interest held

by the group

2018

%

2017

%

Michael Hill Jeweller (Australia) Pty LimitedAustralia

100

100

Michael Hill Wholesale Pty LimitedAustralia

100

100

Michael Hill Manufacturing Pty LimitedAustralia

100

100

Michael Hill Franchise Pty LimitedAustralia

100

100

Michael Hill Franchise Services Pty LimitedAustralia

100

100

Michael Hill Finance (Limited Partnership)Australia

100

100

Michael Hill Group Services Pty LimitedAustralia

100

100

Michael Hill Charms Pty LimitedAustralia

100

100

Michael Hill Online Pty LimitedAustralia

100

100

Emma & Roe Pty LimitedAustralia

100

100

Emma & Roe Online Pty LtdAustralia

100

100

Durante Holdings Pty LimitedAustralia

100

100

Michael Hill New Zealand Limited (formerly known as Michael Hill

International Limited)New Zealand

100

100

Michael Hill Jeweller LimitedNew Zealand

100

100

Michael Hill Finance (NZ) LimitedNew Zealand

100

100

Michael Hill Franchise Holdings LimitedNew Zealand

100

100

MHJ (US) LimitedNew Zealand

100

100

Emma & Roe NZ LimitedNew Zealand

100

100

Michael Hill Online Holdings LimitedNew Zealand

100

100

Michael Hill Jeweller (Canada) LimitedCanada

100

100

Michael Hill LLCUnited States

100

100

16 Contingent liabilities and contingent assets

(a) Contingent liabilities

The Group had contingent liabilities in respect of guarantees to bankers and other financial institutions in respect

of store occupancy agreements and the New Zealand stock exchange at 30 June2018 of $472,000 (30 June

2017 - $461,000).

From time to time, Companies within the Group are party to various legal actions as well as inquiries from

regulators and government bodies thathave arisen in the normal course of business. The Directors have given

consideration to such matters which are or may be subject to claims or litigation at year end and are of the

opinion that that any liabilities arising from such action would not have amaterial effect on the Group's financial

performance.

The Group is not aware of any significant events occurring subsequent to balance date that have not been

disclosed.

(b) Contingent assets

The Group has no material contingent assets existing as at balance date.

82

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

17 Commitments

(a) Operating leases

The Group leases all shops and in addition, various offices and warehousesunder non-cancellable operating

leases expiring within various periods of up to fifteen years. The leases have varying terms, escalation clauses

and renewal rights. On renewal, the terms of the leases are renegotiated.

The Group also leases various plant and machinery under cancellable operating leases. The Group is required to

give six months notice for termination of these leases.

2018

$'000

2017

$'000

Commitments for minimum lease payments in relation to non-cancellable

operating leases are payable as follows:*

Within one year

40,752

42,784

Later than one year but not later than five years

88,701

95,788

Later than five years

24,407

20,195

153,860

158,767

* Includes lease commitments for Emma & Roe stores where storeclosure is still in progress via negotiated outcomes with the

respective landlords.

18 Events occurring after the reporting period

Dividends

On 24 August 2018, the Directors have declared the payment of a final dividend for the year ended 30 June

2018. Refer to note 13(b)(ii) for details.

No other matters or circumstances have occurred subsequent to year end that has significantly affected, or may

significantly affect, the operationsof the Group, the results of those operations or the state of affairs of the Group

or economic entity in subsequent financial years.

83

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

19 Related party transactions

(a) Subsidiaries

The ultimate parent and controllingentity of the Group is Michael Hill International Limited. Interests in

subsidiaries are set out in note 15(a).

(b) Key management personnel compensation

2018

$

2017

$

Short-term employee benefits

2,214,394

2,186,483

Long-term benefits

43,792

125,917

Post-employment benefits

123,224

184,383

Termination benefits

-

1,603,742

Share-based payments

402,864

313,691

2,784,274

4,414,216

Detailed remuneration disclosuresare provided in the remuneration report on pages 15 to 32.

(c) Transactions with other related parties

The following transactions occurred with related parties:

2018

$

2017

$

Sales and purchases of goods and services

Services rendered for graphic design of the annual and half year reports bya

related party of board members

12,447

12,676

Consulting Agreement with a Director (Robert Ian Fyfe)

84,000

-

All transactions with related parties were in the normal course of business and provided on commercial terms.

Further details regarding the Consulting Agreement with a Director is included within the Director's Report

Service contracts.

20 Share-based payments

(a) Employee Option Plan

Options are granted from time to time at the discretion of Directors to senior executives within the Group. Motions

to issue options to related parties of Michael Hill International Limitedare subject to the approval of shareholders

at the Annual General Meeting in accordance with the Company's constitution.

Options are granted under the plan for noconsideration. Options are granted for a ten year period and are

exercisable at any time during the final five years.

Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible

into one ordinary share.

The exercise price of the options previously granted was set at 30% above the weighted average price at which

the Company's shares were traded on the New Zealand Stock Exchange for the calendar month following the

announcement by the Group to the New Zealand Stock Exchange of its annual results.

84

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

20 Share-based payments (continued)

(a) Employee Option Plan (continued)

The exercise price of any future option grants will be set using the same method, with reference to the Australian

Securities Exchange.

Set out below are summaries of options granted under the plan:

2018

2017

Average

exercise price

per share

option

Number of

options

Average

exercise price

per share

option

Number of

options

As at 1 July NZD options

1.47 4,650,000

1.47 12,550,000

Exercised during the year *

--

1.19 (4,300,000)

Forfeited during the year

--

1.81 (3,600,000)

Expired during the year

1.25 (1,250,000)

--

As at 30 June NZD options

1.56

3,400,000

1.47

4,650,000

As at 1 July AUD options

2.12200,000

--

Granted during the year

1.44200,000

2.12200,000

As at 30 June AUD options

1.78

400,000

2.12

20,000

A total of 1,250,000 options expired during the year ended 30 June 2018.

Share options outstanding at the end of the year have the following expiry date and exercise prices.

Grant date

Expiry

date

Exercise

price Share options Share options

30 June 2018 30 June 2017

9 November 200730 September 2017NZ$1.25-1,250,000

22 September 200930 September 2019NZ$0.94100,000100,000

5 November 200930 September 2019NZ$0.94150,000150,000

17 September 201030 September 2020NZ$0.88250,000250,000

16 November 201130 September 2021NZ$1.16250,000250,000

19 September 201230 September 2022NZ$1.41250,000250,000

18 September 201330 September 2023NZ$1.82250,000250,000

29 November 201330 September2023NZ$1.821,750,0001,750,000

10 November 201430 September 2024NZ$1.63200,000200,000

22 January 201630 September 2025NZ$1.14200,000200,000

22 September 201630 September 2026AU$2.12200,000200,000

5 October 201730 September 2027AU$1.44

200,000-

Total

3,800,0004,850,000

The weighted average remaining contractual life of share options outstanding at the end of the period was 5.1

years (2017: 4.4 years).

The range of exercise prices for options outstanding at the end of the year was NZ$0.88 - NZ$1.82 and AU$1.44

- AU$2.12. Refer to the table above fordetailed information on each issue.

The exercise price will be converted to Australian dollars using the Reserve Bank of Australia exchange rate on

the day the option is exercised.

85

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

20 Share-based payments (continued)

(a) Employee Option Plan (continued)

(i) Fair value of options granted

The fair value at grant date for the options issued during the 2018 financial year were independently determined

using a Binomial option pricing model, which is an iterative model for options that can be exercised at times prior

to expiry. The model takes into account the grant date, exercise price, theexpected life, the expiry date, the

share price at grant date, expected price volatility of the underlying share, the expected dividend yield and the

risk-free interest rate for the term ofthe option. The expected life assumes the option is exercised at the

mid-point of the exercise period, and reflects the ability to exercise early and the non-transferability of the option.

The expected price volatility is based on the historic volatility (based on the remaining life of the options),

adjusted for any expected changes to future volatility due to publicly available information.

The model inputs for options grantedduring the year ended 30 June 2018 and 30 June 2017 included:

June 2018June 2017

5 October 2017 22 September 2016

space

Number of options200,000200,000

Dividend yield5.00%5.00%

Expected volatility25%25%

Risk-free interest rate4.78%4.78%

Expected life of options (years)7.57.5

Option exercise priceAU$1.44AU$2.12

Share price at grant dateAU$1.09AU$1.74

Weighted average fair value per optionNZ14.8cNZ15.6c

(b) Share rights

The Company introduced a deferred compensation plan ("LTI") involving the granting of share rights to eligible

participants in 2016 and was approved by shareholders at the Company’s Annual General Meeting held on 31

October 2016.

Under the plan, a senior executive maybe granted share rights by the Company. Each share right represents a

right to receive one ordinary share in the Company, subject to the terms andconditions of the rules of the plan.

An allocation of share rights is made to each eligible participant on an annual basis to a value of 30% of the STI

payment earned in the preceding year. The share rights progressively vestover a 3, 4 and 5 year period from the

date of issue and are only retained on exiting the business in the event thatthe participant is deemed a 'Good

Leaver' pursuant to the LTI plan rules.

During the year, the Board agreed togrant 536,551 share rights to eligibleparticipants of the deferred

compensation plan.

225,875 of the share rights were issued onthe basis that they are divided into three tranches and vest over 3, 4

and 5 years, respectively. 310,676 of the share rights were issued on the basis that 100% will vest if the

participant has been continuously engaged under an engagement arrangement with the Company at grant date,

which is in three years time.

The number of share rights in each tranche is based on the prescribed dollarvalue for each tranche divided by

the volume weighted average share price ('VWAP') of Michael Hill International shares over 5 trading days

following the Michael Hill International shares trading on an ex-dividend basis.

86

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

20 Share-based payments (continued)

(b) Share rights (continued)

20182017

Average

exercise

price per

share right $

Number of

options

Average

exercise

price per

share right $

Number of

options

Outstanding as at 1 July1.66382,551-

Granted1.05536,5511.66382,551

Exercised----

Forfeited----

-

Outstanding at 30 June1.30919,1021.66382,551

(c) Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised during the year as part of employee

benefit expense were as follows:

2018

$'000

2017

$'000

Options issued under employee option plan

42

55

Share rights issued under CEO and LTI plan

442

316

484

371

21 Remuneration of auditors

During the year the following fees were paid or payable for services provided by the auditor of the parent entity,

its related practices and non-related audit firms:

(a) Ernst & Young

(i) Audit and other assurance services

2018

$

2017

$

Audit and review of financial statements

411,910

342,651

Total remuneration for audit and other assurance services

411,910

342,651

(ii) Other services

Advisory fees

170,231

7,416

Total remuneration for other services

170,231

7,416

Total remuneration of Ernst & Young Australia

582,141

350,067

Total auditors' remuneration

582

350

87

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

22 Earnings per share

(a) Basic earnings per share

2018

Cents

2017

Cents

From continuing operations

8.99

11.43

From discontinued operation

(7.80)

(2.97)

Total basic earnings per share attributable to the ordinary equity holdersofthe

Company

1.19

8.46

(b) Diluted earnings per share

2018

Cents

2017

Cents

From continuing operations

8.98

11.42

From discontinued operation

(7.79)

(2.97)

Total diluted earnings per share attributable to the ordinary equity holders of the

Company

1.19

8.45

(c) Reconciliation of earnings usedin calculating earnings per share

2018

$'000

2017

$'000

Basic earnings per share

Profit attributable to the ordinary equity holders of the Company used in

calculating basic earnings per share:

From continuing operations

34,818

44,132

From discontinued operations

(30,208)

(11,485)

4,610

32,647

Diluted earnings per share

Profit from continuing operations attributable to the ordinary equity holders of the

Company

From continuing operations

34,818

44,132

From discontinued operations

(30,208)

(11,485)

Used in calculating diluted earnings per share

4,610

32,647

(d) Weighted average number of shares used as the denominator

2018

Number

2017

Number

Weighted average number of ordinary shares used as the denominator in

calculating basic earnings per share

387,438,513

385,963,992

Adjustments for calculation of diluted earnings per share:

Options

500,000

500,000

Weighted average number of ordinaryand potential ordinary shares used asthe

denominator in calculating diluted earnings per share

387,938,513

386,463,992

88

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

22 Earnings per share (continued)

(e) Information concerning the classification of securities

(i) Options

Options granted to employees under the Michael Hill International Limited Employee Option Plan are considered

to be potential ordinary shares and have been included in the determination of diluted earnings per share to the

extent to which they are dilutive. The options have not been included in thedetermination of basic earnings per

share. Details relating to the options are set out in note 20(a).

23 Parent entity financial information

(a) Summary financial information

The individual financial statements for Michael Hill International Limited (the parent) show the following aggregate

amounts:

2018

$'000

2017

$'000

Balance sheet

Current assets

39

4,605

Non-current assets

338,473

329,278

Total assets

338,512

333,883

Current liabilities

3,517

-

Total liabilities

3,517

-

(669,990)

(667,766)

Shareholders' equity

Issued capital

290,408

290,157

Reserves

Acquisition reserve

40,907

40,907

Option reserve

1,370

1,136

Retained earnings

2,310

1,683

334,995

333,883

Profit or loss for the year

20,000

19,275

Total comprehensive income

20,000

19,275

(b) Guarantees entered into by the parent entity

The Parent has issued the following guarantees in relation to the debts of its subsidiaries:

(i)Pursuant to Class Order 2016/785, Michael Hill International Limitedand the subsidiaries listed below

entered into a deed of cross guarantee on 30 June 2016. The effect of the deedis that Michael Hill

International Limited has guaranteedto pay any deficiency in the event ofwinding up of any controlled

entity or if they do not meet their obligations under the terms of overdrafts, loans, leases or other

liabilities subject to the guarantee. The controlled entities have also given a similar guarantee in the

event that Michael Hill International Limited is wound up or if it does not meet its obligations under the

terms of overdrafts, loans, leases orother liabilities subject to the guarantee.

89

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

23 Parent entity financial information (continued)

(b) Guarantees entered into by the parent entity (continued)

(ii)The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd,

Michael Hill Jeweller (Australia) Pty Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty

Ltd, Michael Hill Franchise ServicesPty Ltd, Michael Hill Franchise Pty Ltd, Michael Hill New Zealand

Ltd, Michael Hill Jeweller Ltd, Michael Hill Franchise Holdings Ltd, Michael Hill Finance (NZ) Ltd, Michael

Hill Online Pty Ltd, Michael Hill Charms Pty Ltd, Emma & Roe Pty Ltd, Emma & Roe Online Pty Ltd,

Michael Hill Online Holdings Ltd and Emma & Roe NZ Ltd

(c) Contingent liabilities of the parent entity

The Parent entity had contingent liabilities in respect of guarantees to bankers and other financial institutions in

respect of overdraft facilities and fixed assets at 30 June 2018 of $72,000(2016: $72,000).

24 Deed of cross guarantee

Pursuant to ASIC Class Order 2016/785, the Australian wholly-owned subsidiaries listed below are relieved from

the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports and directors'

report in Australia.

The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael

Hill Jeweller (Australia) Pty Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill

Franchise Services Pty Ltd, Michael Hill Franchise Pty Ltd, Michael Hill New Zealand Ltd, Michael Hill Jeweller

Ltd, Michael Hill Franchise Holdings Ltd, Michael Hill Finance (NZ) Ltd, Michael Hill Online Pty Ltd, Michael Hill

Charms Pty Ltd, Emma & Roe Pty Ltd, Emma & Roe Online Pty Ltd, Michael Hill Online Holdings Ltd and Emma

& Roe NZ Ltd.

The Class Order requires the Parent Company and each of the subsidiaries toenter into a Deed of Cross

Guarantee. The effect of the deed isthat the Company guarantees each creditor payment in full of any debt in

the event of winding up of any of the subsidiaries under certain provisionsof the Corporations Act 2001. If a

winding up occurs under other provisions of the Corporations Act 2001, theCompany will only be liable in the

event that after six months any creditor has not been paid in full. The subsidiaries have also given similar

guarantees in the event that the Company is wound up.

The above companies represent a Closed Group for the purposes of the Class Order and, as there are no other

parties to the Deed of Cross Guaranteethat are controlled by Michael Hill International Limited, they also

represent the Extended Closed Group.

(a) Consolidated statement of profit or loss, statement of comprehensiveincome and summary of

movements in consolidated retained earnings

Set out below is a consolidated statement of profit or loss, a consolidatedstatement of comprehensive income

and a summary of movements in consolidated retained earnings for the year ended 30 June 2018 of the closed

group consisting of Michael Hill International Limited and the entities noted above.

2018

$'000

2017

$'000

Consolidated statement of profit or loss

90

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

24 Deed of cross guarantee (continued)

(a) Consolidated statement of profit or loss, statement of comprehensiveincome and summary of

movements in consolidated retained earnings (continued)

2018

$'000

2017

$'000

Revenue from sales of goods and services461,319

455,114

Sales to Group companies not in Closed Group

34,803

43,527

Other income

231

1,164

Cost of goods sold

(200,608)

(205,916)

Employee benefits expense

(133,899)

(126,861)

Occupancy costs

(53,293)

(45,394)

Marketing expenses

(26,647)

(22,537)

Selling expenses

(23,788)

(22,454)

Impairment of investment

(14,361)

-

Depreciation and amortisation expense

(14,535)

(14,554)

Loss in disposal of property, plant and equipment

(377)

(322)

Other expenses

(21,854)

(11,767)

Finance costs

(3,003)

(3,550)

Profit before income tax3,988

46,450

Income tax expense

(4,289)

(11,022)

Profit for the year

(301)

35,428

2018

$'000

2017

$'000

Other comprehensive income

Items that may be reclassified to profit or loss

Exchange differences on translation of foreign operations

(4,412)

(4)

Other comprehensive income for the period, net of tax

(4,412)

(4)

Total comprehensive income for the year

(4,713)

35,424

2018

$'000

2017

$'000

Statement of changes in equity

Equity at the beginning of the financial year501,191

479,835

Total comprehensive income / (loss)

(4,713)

35,424

Issue of share capital - exercise of options

-

4,825

Share rights through share based payments reserve

440

316

Option expense through share based payment reserve

45

55

Dividends paid

(19,371)

(19,264)

Total equity at the end of the financial year

477,592

501,191

(b) Consolidated statement of financial position

Set out below is a consolidated statement of financial position as at 30 June 2018 of the Closed Group consisting

of Michael Hill International Limited and the entities noted above.

91

Michael Hill International Limited
Notes to the consolidated financial statements

30 June 2018

(continued)

24 Deed of cross guarantee (continued)

(b) Consolidated statement of financial position (continued)

2018

$'000

2017

$'000

Current assets

Cash and cash equivalents

2,977

1,600

Trade and other receivables

8,070

8,982

Inventories

153,164

152,907

Current tax receivables

(2,095)

1,008

Loans to related parties

237,783

234,510

Other current assets

2,641

2,542

Total current assets

402,540

401,549

Non-current assets

Property, plant and equipment

38,214

47,713

Deferred tax assets

56,776

53,485

Intangible assets

12,525

8,613

Investments in subsidiaries

85,727

102,991

Other non-current assets

2,310

1,634

Total non-current assets

195,552

214,436

Total assets

598,092

615,985

Current liabilities

Trade and other payables

42,557

39,278

Provisions

7,498

4,336

Deferred revenue

19,804

20,135

Total current liabilities

69,859

63,749

Non-current liabilities

Provisions

4,908

6,177

Deferred revenue

45,733

44,868

Total non-current liabilities

50,641

51,045

Total liabilities

120,500

114,794

Net assets

477,592

501,191

Equity

Contributed equity

309,256

309,004

Reserves

(3,651)

528

Retained profits

171,987

191,659

Total equity

477,592

501,191

92

Michael Hill International Limited
Directors' declaration

30 June 2018

Directors' declaration

The Directors declare that:

(a) in the Directors’ opinion there are reasonable grounds to believe thatthe Company will be able to pay its

debts as and when they become due and payable;

(b) note 2(a) confirms that the financial statements also comply with International Financial Reporting

Standards as issued by the International Accounting Standards Board;

(c) the financial statements and notes of the Group for the financial year ended 30 June 2018, are in

accordance with the Corporations Act 2001, including:

(i)complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory

professional reporting requirements; and

(ii)giving a true and fair view of the consolidated entity’s financial position as at 30 June 2018 and of

its performance for the financial year ended on that date;

(d) the Directors have been give the declarations by the chief executive officer and chief financial officer

required by section 295A of the Corporations Act 2001; and

(d) as at the date of this declaration, there are reasonable grounds to believe that the members of the

extended closed group identified innote 24 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 described in note 24.

This declaration is made on 24 August 2018 in accordance with a resolution of Directors in accordance with

section 295 Corporations Act 2001.

E J Hill

Chair

Brisbane

24 August 2018

93

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.com/au

Independent Auditor's Report to the Members of Michael Hill

International Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Michael Hill International Limited (the Company) and its

subsidiaries (collectively the Group), which comprises the consolidated statement of financial position

as at 30 June 2018, the consolidated statement of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the year then ended, notes to the

financial report, including a summary of significant accounting policies, and the directors' declaration.

In our opinion, the accompanying financial report of the Group is in accordance with theCorporations

Act 2001, including:

a)giving a true and fair view of the consolidated financial position of the Group as at 30 June 2018

and of its consolidated financial performance for the year ended on that date; and

b)complying with Australian Accounting Standards and theCorporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under

those standards are further described in theAuditor’s Responsibilities for the Audit of the Financial

Report section of our report. We are independent of the Group in accordance with the auditor

independence requirements of theCorporations Act 2001 and the ethical requirements of the

Accounting Professional and Ethical Standards Board’s APES 110Code of Ethics for Professional

Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also

fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial report of the current year. These matters were addressed in the context of

our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide

a separate opinion on these matters. For each matter below, our description of how our audit

addressed the matter is provided in that context.

We have fulfilled the responsibilities described in theAuditor’s Responsibilities for the Audit of the

Financial Report section of our report, including in relation to these matters. Accordingly, our audit

included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial report. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying financial report.

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

Existence of Inventories

Why significantHow our audit addressed the key audit matter

Theexistenceof inventorieswas a key audit

matter due to the size of the recorded asset

(30 June 2018: $192,074,000) which

represents more than 50% of the Group’s total

assets, the nature of the inventory and its

location.

Inventories are primarily kept in the Group’s

retail stores situated in three countries and

the dispatch and manufacturing warehouses.

Inventories comprise a significant number of

physically small but high value items.

The Group accounts for inventories in

accordance with the policy disclosed in Note

2(m) and further disclosure is included in Note

8(a) of the financial report.

Our audit procedures included the following:

•Assessed the effectiveness of controls relevant to the

conduct of physical stocktaking.

•Attended full stock counts at the dispatch and

manufacturing warehouse and at a sample of retail

stores across all countries to assess whether

inventories had been appropriately counted at each

location and whether movements into and out of each

location prior to and subsequent to the counts had

been appropriately recorded.

•Considered the work performed by the Group’s Internal

Audit function in relation to stock counts performed at

the retail stores and considered the impact of their

findings in our audit approach. We assessed whether

their work could be used for the purpose of our audit

which included an assessment of the competence of the

Internal Audit function.

•For the dispatch and manufacturing warehouse stock

counts we selected samples or stock receipts prior to

and after the stock count including transfers to stores,

to assess whether these were appropriately recorded in

the correct period.

•We performed store-by-store inventory analyses of any

unusual fluctuations outside of our set expectations of

the year-end balance compared to prior year.

Professional Care Plan Revenue Recognition

Why significantHow our audit addressed the key audit matter

The recognition ofprofessional care plan

(PCP) revenue was considered a key audit

matter due to the significant degree of

estimation involved in determining the

appropriate revenue recognition pattern for

both the lifetime and 3 year plans offered to

the Group’s customers.

The estimation is based on a combination of

comparative market data and an analysis of

services (through historical repairs data)

made under these plans since inception in

October 2010. The estimation is reviewed by

the Group at least on an annual basis.

As disclosed in Note 12(a) of the financial

report, in respect of the lifetime plans, given

Our audit procedures included the following:

•Considered the Group’s PCP revenue recognition

accounting policies and assessed compliance with the

requirements of Australian Accounting Standards.

•Assessed the effectiveness of controls relating to PCP

revenue recognition.

•We assessed the appropriateness of the balance of the

PCP revenue recognised during the year and the

closing deferred PCP at year end based on the change

in usage pattern.

•Assessed the Group’s calculation supporting the

change in estimate relating to revenue recognition,

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

Why significantHow our audit addressed the key audit matter

the infancy of the PCP product, there is

limited customer usage history to reference

and industry information is also utilised. As

such, the determination of the optimal

revenue recognition pattern is judgmental.

The pattern of recognising revenue is

disclosed in Note 2(e)(ii) of the financial

report underrendering of service which is

based on percentage of completion. A change

in estimate in the current year has resulted

from new information that meets the criteria

of a revision in an estimate in accordance with

Australian Accounting Standards has been

reflected in the current year results.

This change in estimate has been disclosed in

Note 12(a) to the financial report.

which includedagreeing assumptions tosamplesof the

underlying PCP repairs usage data.

Michael Hill US and Emma & Roe Brand Closure

Why significantHow our audit addressed the key audit matter

During the year, the Groupmade thedecision

to completely exit its retail operations in the

United States. As part of the Group’s

reprioritising its resources and strategic focus

on the core Michael Hill brand, a decision was

made to close all Emma & Roe stores and its

associated online presence.

These decisions had a significant impact on

the current year operating results of the

Group. The Group has accounted for the

discontinued operations in accordance with

the policy disclosed in Note 2 and further

disclosure is included in Note 14 to the

financial report.

Our audit procedures included the following:

•Agreed the closure costs incurred such as impairment

loss recognised on fixed assets, employee related costs,

lease exit costs and other expenses to appropriate

supporting evidence. Where the costs have been paid

during and subsequent to year end, we have agreed the

costs recorded to the cash payments.

•Assessed whether any remaining Michael Hill US and

Emma & Roe brand inventory was carried at the lower

of cost and net realisable value.

•Assessed whether the discontinued operations were

accounted for and disclosed in accordance with

Australian Accounting Standards.

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

Information Other than the Financial Report and Auditor’s Report

The directors are responsible for the other information. The other information comprises the

information included in the Group’s 2018 Annual Report, other than the financial report and our

auditor’s report thereon. We obtained the Directors’ Report that is to be included in the Annual Report,

prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the Annual

Report after the date of this auditor’s report.

Our opinion on the financial report does not cover the other information and accordingly we do not

express 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

and, in doing so, 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.

If, based on the work we have performed on the other information obtained prior to the date of this

auditor’s report, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a

true and fair view in accordance with Australian Accounting Standards and theCorporations Act 2001

and for such internal control as the directors determine is necessary to enable the preparation of the

financial report that gives a true and fair view and is free from material misstatement, whether due to

fraud or error.

In preparing the financial report, the directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters relating to going concern and using the

going concern basis of accounting unless the directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are 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 the Australian Auditing Standards will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and 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 this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional

judgment and maintain professional scepticism throughout the audit. We also:

•Identify and assess the risks of material misstatement of the financial report, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

•Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s internal control.

•Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors.

•Conclude on the appropriateness of the directors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Group’s ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in

our auditor’s report to the related disclosures in the financial report or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditor’s report. However, future events or conditions may cause the Group

to cease to continue as a going concern.

•Evaluate the overall presentation, structure and content of the financial report, including the

disclosures, and whether the financial report represents the underlying transactions and events

in a manner that achieves fair presentation.

•Obtain sufficient appropriate audit evidence regarding the financial information of the entities

or business activities within the Group to express an opinion on the financial report. We are

responsible for the direction, supervision and performance of the Group audit. We remain solely

responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related

safeguards.

From the matters communicated to the directors, we determine those matters that were of most

significance in the audit of the financial report of the current year and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

Report on the Audit of the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors' report for the year ended 30

June 2018.

In our opinion, the Remuneration Report of Michael Hill International Limited for the year ended 30

June 2018, complies with section 300A of theCorporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the

Remuneration Report in accordance with section 300A of theCorporations Act 2001. Our

responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in

accordance with Australian Auditing Standards.

Ernst & Young

Alison de Groot

Partner

Brisbane

24 August 2018

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.