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Chairman’s address to shareholders

AGM23 October 2018MHJConsumer Discretionary

Chair’s Address – Michael Hill International Limited - Annual General Meeting Page 1
AGM Chair and Executive Presentations

Annual General Meeting, 24 October 2018, 10:00am, Brisbane




Michael Hill International Limited – 2018 Annual General Meeting Page 2
CHAIR’S ADDRESS


Welcome

Good morning ladies and gentlemen and welcome to the Michael Hill International Limited 2018

Annual General Meeting.

My name is Emma Hill and I am the Chair of the Board of Directors of Michael Hill International

Limited. It is my pleasure to chair today’s meeting.

At the outset, we would appreciate your cooperation in making sure your mobile phones are silent

for the duration of this meeting.

Our Company Secretary has confirmed that a quorum is present, so I formally declare the meeting

properly constituted and open.

Directors

I would like to introduce you to our Board members and Michael Hill’s executives that are here

today.

Seated next to me are our directors, Sir Michael Hill, Gary Smith, Janine Allis and Rob Fyfe.

On my left is Phil Taylor, our Chief Executive Officer; Andrew Lowe, our Chief Financial Officer;

Vanessa Brennan, our Chief Brand and Customer Officer; and Katherine Hammond, our Company

Secretary.

In addition, we have seated in the audience some of Michael Hill’s Executive and senior

management, including:

• Matt Keays, Chief Information Officer;

• Galina Hirtzel, Group Executive Merchandising;

• Tishara Mina, one of our Australian Retail General Managers.

Alison de Groot, of Ernst & Young, the company’s auditor, is also present.

Please be advised that recording devices, photographic equipment and mobile phones may not be

used during the meeting.

2018 Chair’s Address to Shareholders

Last year was one of profound change. We made some difficult but ultimately strategically vital

decisions.

We exited our loss main divisions of Emma and Roe and Michael Hill USA.

We determined that the strategic opportunity offered by these business’ no longer justified the

destruction of shareholder value, distraction from our core business and depression of margin that

they brought. The board did not make these decisions lightly.

Our core business franchise remains incredibly strong. We completed a strategic review and

identified a number of opportunities to further strengthen our customer franchise and improve our

performance metrics.

Michael Hill International Limited – 2018 Annual General Meeting Page 3
The exit of our US business and Emma and Roe had a material impact on our financial result with

one off closure costs resulting in statutory NPAT of $4.6m. Normalised earnings before interest

and tax was $40.1m and operating revenues from continuing operations increased by 4.4%.

Details of our results can be found in the Directors’ Report which has been made available to all

shareholders. Phil and Andrew will talk to the annual result in more detail shortly along with a

performance update over the last quarter.

I would like to acknowledge performance during our first quarter, was poor. Our move away from a

high frequency of discount based in store events had larger impact on sales than anticipated. That

said, we are fully committed to this shift. A single weak quarter does not invalidate the need for this

change. This is the right strategy to improve customer and employee experience, enhance brand

perception, and ultimately reward our shareholders. To ensure our key Christmas trading period,

which delivers the vast majority of our profits, performs strongly, management have implemented a

range of initiatives to better engage customers while we continue to step away these events that

compromise our business.

I would now like talk to our strategy; while our footprint and breadth of our business has changed,

our core business ambition remains the same.

We are energised by the compelling opportunity to be a global leader in the fine jewellery category.

Our plan, is clear,

If you have a world class salesforce,

And if you can differentiate your brand and product offer to meet customer needs and aspirations,

And if you use digital and data to tailor, personalise and deepen each interaction;

Then you can drive sustainable long term growth.

We have a best in class salesforce. We know the quality of our customer interactions is a key

performance driver so we invest heavily in sales coaching, training and engagement. An engaged

front line team is a key competitive advantage. We continually strive to strengthen our culture so

our teams feel empowered, connected and celebrated. We are incredibly proud of our teams who

are the custodians of our vital customer relationships.

Secondly we are differentiating our brand. Our brand strategy supports our mission of celebrating

love in all its forms. To meet growing demand for personalisation, meaning, and self expression we

are evolving into a design led jewellery retailer, where our product is unique and beautifully

designed with our customers in mind. We believe this creates a compelling point of difference

against the masses of commodity and generic offers in the fine jewellery sector. We have been on

this journey for some time now. Last year our proprietary collections grew to 18% of sales. We are

enhancing our in-house design capabilities to accelerate this growth.

Our final pillar is digital. Jewellery is an omni channel business. As jewellery shopping is a very

personal decision, our customers invest significant time understanding our offer online before

visiting our stores. While we believe our stores will always have an important role to play, we know

our customers take multiple trips through the digital world on each shopping journey. To be a

successful jeweller retailer in todays’ rapidly changing environment, means enabling our customers

to shift seamlessly between channels. Our digital roadmap is to improve customer experience

through the use of data and analytics. We will tailor and personalise communications and better

integrate our online and instore experience. The board has approved significant investment in

digital infrastructure and capability to deliver this strategy.

We are confident these three key areas, a leading salesforce, a differentiated brand proposition,

and a seamless digital experience, will drive sustainable long term growth and value creation.

Delivering it will require focus, investment, and above all leadership.

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The board would like to acknowledge the tremendous service Phil Taylor has given to Michael Hill

for more than three decades, and as CEO since 2016. Phil has recently resigned due to health

reasons. Over his tenure Phil has seen Michael Hill grow from 5 stores in New Zealand to over 300

across Australia, New Zealand and Canada. Phil leaves us with a strengthened leadership team, a

clearly defined set of priorities to execute over the coming years and a strong balance sheet from

which to deliver our ambition. We wish Phil all the best for this treatment and recovery.

In September the board confirmed the appointment of Daniel Bracken as our new CEO

commencing November 15th. We are thrilled Daniel is joining us. Daniel brings more than 25 years

of retail experience having worked with some of the worlds most iconic brands He has a deep

understanding of the retail environment with valued experience in e-commerce, designing

integrated digital and instore experiences and in leading merchandising, product design and

customer engagement strategies. Daniel is energised and excited by the opportunity to work with

the board and Michael Hill team to deliver our strategy and further enhance the Michael Hill

franchise.

Thank you for the opportunity to share my perspectives with you.

I will now ask our CEO, Phil Taylor and CFO, Andrew Lowe to address the meeting on the 2018

annual and first quarter 2019 results.


Michael Hill International Limited – 2018 Annual General Meeting Page 5
EXECUTIVE ADDRESS


(Phil Taylor (CEO)):


Good morning.


I am joined here today by our Chief Financial Officer, Andrew Lowe, and our Chief Brand and

Customer Officer, Vanessa Brennan, and over the course of this presentation we look forward to

sharing more detail on the business and our future strategic direction.


As Emma mentioned, the past financial year has been unique and can be best described as a

period of recalibration and repositioning for the Group – in particular, we made the decision to exit

the underperforming Emma & Roe and US businesses to focus on the core Michael Hill brand.


While the costs associated with the exit of these businesses had a material one-off impact on our

financial performance for the year, we believe are a stronger and more resilient business today.


There is now a robust platform from which to grow and to deliver greater value for our

shareholders.


Also during the year, we made significant progress on our strategy for the business.


This will be covered in more detail during the call but we are excited about the opportunities we’ve

identified to transform Michael Hill from a traditional retailer to a differentiated omni-channel brand.


We will now work our way through the presentation.


1. FY18 OVERVIEW AND STRATEGIC SNAPSHOT

FY18 Overview


We announced NPAT of $4.6m for the twelve months ended 30 June 2018, which as we have

previously communicated to the market, was impacted by one-off costs including the closure of

Emma & Roe and the US businesses.


The impact from these two segments was material – not just in terms of the closure costs which

were booked in the period at $25.5 million, but also as a result of the deterioration in trading

performance of these two businesses once the closure announcements were made.


Excluding the US and E&R, the continuing operations of the business performed relatively in-line

with our expectations given the increased investment in overheads and infrastructure made during

the year.


• The company posted NPAT for continuing operations of $34.8m.


• Group operating revenue from continuing operations grew during the period by 4.4% to

$575.5m, with Canada continuing with solid growth and delivering a record EBIT result.


• EBIT on a normalised basis declined by 16.6% to $40.1m, however for our continuing retail

segments – being Australia, New Zealand and Canada the underlying EBIT was $89.1m,

which was in-line with our FY17 result.


In terms of our other key financial results:

• We are pleased to have made significant progress on strengthening our balance sheet,

which will be important as we continue to make future investment in the business.

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


• Net debt of $28.0m was significantly down from $39.4m – reducing our debt by $11.4m.


• Finally, the Group paid a dividend for the year of AU 5.0 cents per share, which is in-line

with the previous year.

Strategic Snapshot


As I explained earlier, the decisions made during the period were designed to provide a stronger

platform for the Group to deliver sustainable and long-term growth through a focus on the core

Michael Hill brand.


As part of a broader strategic review process, the Board and management have identified five

strategic shifts that will reposition Michael Hill from a traditional retailer to a differentiated Omni-

channel brand.


We believe these shifts will help to differentiate the Michael Hill brand within a rapidly changing

retail environment where there is a material change in the way customers shop.


The coming period will be a foundational year, with the benefits of the strategy expected to be

progressively realised over time, but once completed, the shifts are planned to increase profitability

and market share.


A dedicated project management office has been established to execute and manage initiatives to

support of the five strategic shifts identified in our strategic review process. Significant investment

is being made in additional roles in data and digital, together with capital investment in key systems

and infrastructure.


This will require the investment of additional unallocated corporate costs of approximately $3m in

the coming financial year.


Total planned capex of approximately $25m will be required across a number of investments

including, new and refurbished stores, and IT systems and infrastructure, which will be in-line with

FY18 capex.


We will go into more detail of these five strategic shifts later in the presentation, but to summarise

we are focused on:

1. Omni channel: Building capability to deliver a seamless customer experience

2. Customer loyalty: Improving our data capability to better service our customers

3. Branded collections: an escalation in our growth of our unique branded collections

4. Brand position: to strengthen and grow brand loyalty through a highly differentiated offer

5. Operational excellence: Improving execution capability and efficiency in everything we do


I will now hand over to Andrew to take you through our financial and operational highlights.


(Andrew Lowe (CFO)):


2. FINANCIALS

Highlights


Despite the impact from the closures of Emma & Roe and the US businesses, we are pleased to

have delivered strong progress on a number of key financial deliverables.

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Phil touched on a few earlier, including increased revenues of continuing operations, an increase in

operating cash flow and reduction of debt.


Same store sales growth of 0.4% was realised for the period while gross margin was flat at 63.7%.


We remain committed to continually optimising our store portfolio and opened another 17 new

stores during the period.


Continuing through other key financial performance indicators:

• The Canadian segment continues to gain market share with same store sales increase of

3.8% and a record EBIT for the year of $14.6m. Canada remains a core segment for

growth.


• Australia saw a 0.9% decline in same store sales in what is a tough retail environment,

while New Zealand same store sales grew 2.3%.


• E-commerce also continues to be a core growth platform and online sales grew by 57.4%

to $10.3 million. This now accounts for 1.8% of total Group revenues.


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

prior year.


• And the sale of Professional Care Plans ('PCP') from continuing operations amounted to

$35.7m, increasing deferred revenue on the balance sheet from PCP sales to $80.0m.

Financial result


Moving on to our Group results...


As mentioned earlier, the financial performance was materially impacted by one-off costs, including

the $25.5m exit costs associated with the closure of Emma & Roe and the US, as well as the

deterioration in performance of these two segments once the announcements were made.


With these closures now finalised, we’ll be focused on delivering against our five strategic priorities

to strengthen the operating and financial performance of the Michael Hill business moving forward.


To recap on some of the figures:

• Revenues from continuing operations grew by 4.4% to $575.5m

• Gross margin for the Group remained flat at 63.7%

• Normalised EBIT before one-off items of $40.1m

• EBIT from continued operations of $50.1m

• And a dividend of AU 5.0 cents per share for the year, in-line with the prior period,

unfranked and fully imputed. A final dividend of AU 2.5 cents will be paid on September 28.


3. OPERATIONAL REVIEW

Michael Hill – Australia


The Australian retail segment revenue increased by 1.2% to $325.7m, however EBIT was down

5.9% primarily due to the challenging retail trading environment in this market and also due to an

increase in marketing spend for the 12 months.


While we’re disappointed with the result, we are taking a number of steps seeking to strengthen

the business and improve EBIT performance in Australia:

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• We have split the management of the large Australian segment into two businesses, each

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


• We are implementing strategies to improve productivity from the retail teams, as well as

property portfolio improvements, new product collections and an enhanced customer

experience in-line with the new strategic priorities.


• We will also continue to focus on margin management lifting gross profit from 62.6% to

63.3% in FY18, but we believe additional gains can be made in this area.

Michael Hill – New Zealand


New Zealand revenues increased 2.7% to NZ$125.2m, and achieved an EBIT result of NZ$27.8m,

in line with the prior year.


Despite being a mature market, same store sales growth of 2.3% was achieved.


We expect NZ to continue to perform well and to benefit from increased online revenue, an

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

together with exploring opportunities to tap the growing Asian consumer market.


There was no change in the number of New Zealand stores, remaining at 52.


Michael Hill – Canada


Canadian revenue increased by 16.0% to CA$130.8m, with same store sales increasing 3.8% and

gross margin lifting to 62.4%.


The segment continues to show good growth as we achieve scale and increase market share with

EBIT increasing to a record CA$14.6m.


We aim to continue to build profitability in Canada through new store openings, online revenue

growth, optimisation of our in-house credit program, and increased productivity of the retail teams.


Eight new stores opened during the year, giving a total of 83 stores operating.


I will now hand over to Vanessa to talk about our strategic priorities.


(Vanessa Brennan (CB&CO)):



4. STRATEGIC PRIORITIES

We’ll now take a deeper dive into our five strategic shifts and the ways these will reposition Michael

Hill from a traditional retailer to a differentiated Omni-channel brand.


We’re excited about the opportunities that will eventuate from these shifts and we expect to see the

benefits progressively realised over coming years.


Omni-channel


Our first strategic shift is a focus on Omni-channel, building capability to deliver a seamless

customer experience.


To achieve this, we’ll be focused on evolving online experiences, including integration of digital and

social channels with our store network, and to enable a seamless experience for customers, where

and when they choose to engage with our brand.

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It is critical that consumers can engage with us across platforms without being reliant on a singular

channel for service. We want our customers to be able to seamlessly experience our brand

regardless if they are instore or online.


E-Commerce is already a growing part of our business, and it will continue to play an increasingly

important role as we again target increased on-line sales during the coming period.


We are also investing in our online capabilities so that we can increase market share. This

improved digital offering will help to improve engagement with our customers and increase the

frequency in which they shop with Michael Hill.


Our continued investment in this space reflects the growing importance of the on-line channel as

we take full advantage of changes in consumer behaviour.


Customer loyalty


The second strategic shift is about driving greater brand loyalty and advocacy through knowing our

customer - specifically who they are, what they want and how we can connect to ultimately deliver

exceptional customer experiences.


To achieve this, we will be leveraging data-driven customer insights to improve the effectiveness

and frequency of our engagements with customers.


This requires additional investment and a more sophisticated Omni-channel approach, allowing us

to secure more market share by delivering a holistic customer experience.


In particular, additional resources will be employed to leverage data and engage with consumers in

a better way.


Unique branded collections


The next shift is a stronger focus on branded collections through enhanced design capability.


Phil spoke earlier about the current growth of branded collections with collection sales increasing

to 18% of total product sales during FY18. With growing consumer demand for differentiated and

unique products, we expect this trend to continue.


Branded collections provide a unique product offering to our customers and in doing so, helps build

stronger brand equity.


Brand position


The fourth strategic shift is to strengthen and grow brand loyalty with a specific lens on

repositioning our brand in the market to meet the changing consumer landscape.


It is important that we create and reinforce a true point of difference in the market, which we will

aim to do through various initiatives, including a better in-store customer experience.


We believe this differentiation and enhanced brand position will enable the Group to continue

improving top line sales as well as grow margin.


Operational excellence


The final shift is to enhance operational efficiencies, so that we can maintain our leading market

position as the retail landscape evolves.

Michael Hill International Limited – 2018 Annual General Meeting Page 10
This starts with having a robust IT infrastructure. Recently we made a $6.5m investment in our

infrastructure to support our strategic priorities.


Following the successful introduction of our new Point of Sale system in Australia, we have now

completed roll-out in New Zealand and Canada.

We are committed to expanding the Michael Hill brand in Australia, Canada and New Zealand with

plans to open a minimum of 10 new stores this year across the three markets, subject to site

availability.

Our gross margin return on investment in inventory remains a key indicator for us, and we are

targeting further improvement for FY19 after seeing a lift to $1.48 during the previous period.

Continued strong operational cash flows would enable further debt reduction and allow capital

investment levels to be maintained, while also leaving the Group well placed to explore

opportunities aligned with the five strategic shifts


5. STRATEGIC PRIORITIES – FY19

So to recap our immediate priorities. During the 18-19 year the Group will aim to integrate its

strategic shifts into the business and achieve the following:

1. Open at least 10 new Michael Hill stores across all markets.

2. Reposition Michael Hill brand from a traditional retailer to a differentiated Omni-channel brand

3. Branded collection sales to grow as a percentage of total revenue.

4. Continued improvement in inventory management to deliver further improvement in GMROI

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

I’ll now hand back to Phil and Andrew to speak about our first quarter trading results for 2019.


(Phil Taylor (CEO)):



6. Q1 2019 RESULTS

First Quarter Trading Update

i. Same store sales fell by 11% during the quarter

ii. Gross profit margin lifted by 1.5% to 64.6%

iii. 3 new MH stores opened during the quarter and 3 were closed

iv. 4 E&R stores closed during the quarter and we now have just 2 remaining open

v. Ecommerce sales increased 85% for the quarter to $3.4m

Consistent with our decision to pursue 5 key strategic shifts for the business over the next 2 years,

we also made the decision to reduce the amount and level of heavy discounting and frequency of

price based event days in the business. We have become increasingly dependent on these price

based event days and they were undermining our brand and distorting customer purchase

behaviour and in-store sales behaviour as people deferred purchases to take advantage of these

events.


We know from our customer research that our customers value the Michael Hill brand and our

differentiated collections, and to continue to be the stand-out performer in the mid-market fine

jewellery sector we need to further differentiate our product assortments and better target and

service our chosen customer segments.


This journey commenced on 1 July, and while we expected to experience some loss of top line

sales as a result of not ‘comping’ these heavily discounted event days, we have not been as

successful as planned in attracting customers into store with alternate marketing promotions. We

remain convinced that this is the right strategy for Michael Hill, to move away from aggressive price

based events, and revert to sound selling practices that give our customers a great customer

experience and enhance our reputation and brand. We have now moved to adjust our promotional

Michael Hill International Limited – 2018 Annual General Meeting Page 11
activity for the balance of the financial year. It must be remembered that we are in the mid-market

and are up against strong discounting in all markets and as such we will continue to have great

offers and competitive pricing so our stores can continue to compete on a day to day basis.

However, we do need to back away from overly aggressive discounting and pricing. This is a

difficult balance to achieve and we will continue to assess the impact as each month goes by and

adjust our activity and pricing accordingly.


This year will be very much a year of recalibration of in-store behaviours and progressive launching

of initiatives to help differentiate our brand. The program of works planned to achieve our 5

strategic shifts will take 2 years to complete and this is year one of that journey. As each quarter

goes by we can expect improved performance due to the settling in of in-store behaviours and also

due to new initiatives being progressively launched over the coming 24 months.


While naturally disappointed at our first quarter result, I would ask for your patience as we make

these significant shifts in our brand as they will position the company for future success and market

share gains, at a time of rapid change in consumer behaviour and retail environment. The board

and leadership team are very committed to this strategy and we are confident we have mapped the

right path forward for the company and we will come out the other end much stronger and can look

forward to the continued success that we have enjoyed over the past 4 decades.


(Phil to introduces MHJ advertisement.)


7. WRAP UP

That brings our presentation to an end today.


Are there any questions before we move onto the formal business of the meeting?



Michael Hill International Limited – 2018 Annual General Meeting Page 12
We will now move to the business of the meeting.


Voting

When you registered at the attendance desk this morning, you should have received a registration

card from Computershare:


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


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


Visitors holding a yellow card are not eligible to vote or speak at the meeting.

If there is anyone present who is eligible to vote, but has not received a blue card, please see a

representative of Computershare who can assist.

The blue voting card will be used for the holding of a poll.

To enhance good corporate governance and transparency all resolutions will be voted on by way

of a poll which will be conducted at the end of the meeting and results released to the ASX and

NZX immediately following the counting of those votes.


Notice of Meeting

The notice of meeting including the explanatory memorandum was sent to all shareholders.

If there is no objection, I propose that the notice of meeting be taken as read. Extra copies of the

notice are available at the registration table, if required.


Procedure for the meeting

We will go through the formal business of the AGM as set out in the notice of meeting.

Shareholders and proxies will have the opportunity to ask questions or make comments on each

resolution.


Item 1: Financial Reports

The first item of business is the tabling of the 2018 audited financial statements, directors’ report

and auditor’s report.

Under the Corporations Act 2001, the company is obliged to lay before this meeting the last

audited financial statements, Directors’ Report and auditor’s report. The financial statements and

reports are dated 24 August 2018 and are included in the company’s 2018 Annual Report which

has been released and distributed to shareholders prior to this meeting. Additional copies are

available at the registration desk. .

No resolution is required, but I now invite shareholders and their proxies to comment or ask

questions on the reports or the business of the company.

I would ask that questions on any of the other items of business be deferred until we come to that

particular item.

Michael Hill International Limited – 2018 Annual General Meeting Page 13
Questions may also be asked of the auditors in relation to the conduct of the audit, content of the

audit report, accounting policies adopted by the Company and the independence of the auditor in

carrying out the audit.

Could you please address all questions to the chair and, if you wish to speak, could you please

raise your hand.

When I direct, please state your name before speaking and hold your blue voting card so that I can

see that you are a shareholder or a proxy.

Are there any comments or questions?

As there are no further questions we will now move to the second item of business.


Item 2: Remuneration Report

Under the Australian Corporations Act, listed companies are required to include as part of their

directors’ report a remuneration report, which includes specified information.

The directors have prepared a remuneration report to 30 June 2018 and it is included in the

Directors’ Report in the Annual Report.

The Corporations Act also requires companies to put to shareholders an advisory resolution to

adopt the remuneration report.

As such, for this item, I move the advisory resolution that the remuneration report for the year

ended 30 June 2018 (as set out in the Directors’ Report) be adopted by shareholders as set out in

the notice of meeting.

There are consequences for the company if there is a vote of greater than 25 per cent AGAINST

the adoption of the remuneration report.

With this in mind, the Board believes it appropriate that the voting on this item be conducted by poll

rather than by a show of hands. I now call for a poll to be held on this resolution which will be held

at the end of this meeting.

I will advise you of the proxy votes received, which are as follows:


For 237,895,253 99.7%

Against 115,041 0.05%

Abstain 3,543,098

Open proxies 591,295 or 0.25 % of which 265,284 proxies appointing the Chair,

shall be voted For the resolution.

Are there any comments or questions on this item?


Election of directors

We will now move to the next items on the agenda which are the director re-elections. As I have

an interest in the next resolution, I will hand the Chair to Gary Smith.

Michael Hill International Limited – 2018 Annual General Meeting Page 14
[Gary to assume Chair]

Listing Rule 14.5 and Article 38 of the Company’s Constitution require that the Company hold an

election of Directors at each annual general meeting. In addition, Listing Rule 14.4 and Article 38.6

provide that a Director must not hold office (without re-election) past the third annual general

meeting following the Director’s appointment or three years, whichever is longer. A retiring

Director is eligible for re-election at the AGM.

Accordingly, Emma Hill, Sir Michael Hill and Janine Allis, each of whom would have held office for

a continuous period of three years before the Company’s next AGM in 2019, retire and being

eligible, offer themselves for re-election as non-executive directors.


Item 3: Re-election of Emma Hill

Item 3 on the agenda is the proposed re-election of director, Emma Hill.

Emma’s experience and details are set out in the explanatory memorandum which accompanied

the Notice of Meeting.

Each of the directors (with Emma abstaining) recommends that shareholders vote in favour of the

re-election of Emma.

I have pleasure in moving the resolution that “Emma Jane Hill, who retires by rotation in

accordance with Listing Rule 14.4 and Article 38.6 of the Company’s Constitution, and being

eligible, offers herself for re-election, be re-elected as a Director”.

The Board calls for a poll to be held on this resolution, which will be held at the end of this meeting.

I advise that the proxy votes received are as follows:

For 259,402,888 99.76%

Against 152,834 0.06%

Abstain 3,283,850

Open proxies 462,041 or 0.18% of which 136,030 proxies appointing the Chair,

shall be voted For the resolution.

Are there any comments or questions?


Item 4: Re-election of Sir Michael Hill

Item 4 on the agenda is the proposed re-election of director, Sir Michael Hill.

Sir Michael’s experience and details are set out in the explanatory memorandum which

accompanied the Notice of Meeting.

Each of the directors (with Sir Michael abstaining) recommends that shareholders vote in favour of

the re-election of Sir Michael.

I have pleasure in moving the resolution that “Sir Richard Michael Hill, who retires by rotation in

accordance with Listing Rule 14.4 and Article 38.6 of the Company’s Constitution, and being

eligible, offers himself for re-election, be re-elected as a Director”.

The Board calls for a poll to be held on this resolution, which will be held at the end of this meeting.

Michael Hill International Limited – 2018 Annual General Meeting Page 15
I advise that the proxy votes received are as follows:

For 259,410,355 99.77%

Against 156,589 0.06%

Abstain 3,280,628

Open proxies 454,041 or 0.17% of which 136,030 proxies appointing the Chair,

shall be voted For the resolution.

Are there any comments or questions?

Item 5: Re-election of Janine Allis

Item 5 on the agenda is the proposed re-election of director, Janine Allis.

Janine’s experience and details are set out in the explanatory memorandum which accompanied

the Notice of Meeting.

Each of the directors (with Janine abstaining) recommends that shareholders vote in favour of the

re-election of Janine.

I have pleasure in moving the resolution that “Janine Allis, who retires by rotation in accordance

with Listing Rule 14.4 and Article 38.6 of the Company’s Constitution, and being eligible, offers

herself for re-election, be re-elected as a Director”.

The Board calls for a poll to be held on this resolution, which will be held at the end of this meeting.

I advise that the proxy votes received are as follows:


For 259,492,502 99.79% (of eligible votes)

Against 77,989 0.03%

Abstain 3,269,081

Open proxies 462,041 or 0.18% of which 136,030 proxies appointing the Chair,

shall be voted For the resolution.

Are there any comments or questions?

I will now hand the Chair back to Emma.

[Emma to assume Chair]


Poll

As determined earlier in the meeting, a poll will be held on all Resolutions all at the conclusion of

all other business of the AGM.

We will now hold the poll on those resolutions.

Michael Hill International Limited – 2018 Annual General Meeting Page 16
I appoint Chris Buttery, a manager of Computershare Investor Services, assisted by members of

his staff, as Returning Officer for this meeting. Chris is appointed to conduct the Poll and will now

run through the Poll procedures.

Poll Procedures

[Chris Buttery]

The persons entitled to vote on the poll are all shareholders, representatives and attorneys of

shareholders, and proxyholders who hold BLUE admission cards.

On the reverse of your BLUE admission card is your voting paper and instructions.

Proxyholders have attached to their admission card a Summary of Proxy Votes which details the

voting instructions. By completing the voting paper, you are deemed to have voted in accordance

with those instructions.

In respect of any open votes a proxyholder may be entitled to cast, you need to mark a box beside

the motion to indicate how you wish to cast your open votes.

Shareholders also need to mark a box beside the motion to indicate how you wish to cast your

votes.

Please ensure you print your name where indicated and sign the voting paper. When you have

finished filling in your voting paper, please lodge it in a ballot box to ensure your votes are counted.

If you require any assistance, please raise your hand.

[Emma to resume Chair]

I now declare the poll closed

The results of the Poll will be announced on the ASX and NZX later today and will be displayed on

the Company’s website.


Closure

That concludes the formal part of the annual general meeting. I now invite shareholders who may

have questions or comments not related to the specific business of the meeting to speak.

Thank you all for your attendance and interest and we look forward to your continued support in

the coming year.

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