Notice Pursuant to LR 7.12.1

NZX MAIN BOARD AND DEBT MARKET - NOTICE PURSUANT TO
LISTING RULE 7.12.1


Michael Hill International Limited (‘the Company’) hereby gives notice that it has issued the following Share
Rights to employees of the Company in accordance with the approval given by Shareholders at the AGM
held on 31 October 2016.
(a) Class of Security and ISIN: Unlisted share rights granting
the right to receive one fully
paid ordinary share in the
Company (Share) upon certain
vesting conditions being met
(Share Rights)

(b) Number issued, acquired or redeemed: 224,670 Share Rights

(c) Nominal value and issue price, acquisition price or
redemption price:
Nil

(d) Whether payment was in cash: N/A

(e) Any amount paid up: N/A

(f) Principal terms of the Securities (other than for Quoted
Securities), for example, the exercise price and exercise date
in respect of an Option, or the conversion price and
conversion date in respect of Convertible Securities or the
ranking of the Securities in relation to other Classes of
Securities:
The Share Rights are granted
to eligible participants
(Participants) pursuant and
subject to the terms of the
Company’s Incentive Plan
approved by shareholders at
the Company’s AGM on 31
October 2016 (Plan) and the
invitation provided to each
Participant.

Each Share Right carries a
right to receive one Share upon
certain vesting conditions being
met.

All 224,670 Share Rights are
granted on the basis that they
are divided into 3 tranches and
vest progressively on 1 July
2021 (25% of the Share
Rights), 1 July 2022 (25% of
the Share Rights) and 1 July
2023 (50% of the Share
Rights), if the relevant
Participant has been
continuously engaged by the
Company or one of its
subsidiaries (and has not
resigned or been terminated).

Prior to vesting and exercise,
the Share Rights do not carry a
right to vote or to receive
dividends.

Shares to be issued upon
exercise of the vested Share
Rights will rank equally with all
other Shares on issue.


(g) Percentage of the total Class of Securities issued, acquired
or redeemed:
75.663% (as a percentage of
Share Rights in existence
immediately prior to this issue,
to three decimal places
)

(h) Reason for the issue, acquisition or redemption: Grant of Share Rights as an
incentive for Participants in
accordance with the Plan

(i) Specific authority for the issue, acquisition or redemption: Approval by shareholders of
the terms of the Company’s
Long Term Incentive Plan at
the AGM on 31 October 2016,
with this specific issue
authorised by a resolution of
directors dated 22 April 2019

(j) Terms or details of the issue, acquisition or redemption: See (f) above

(k) Total number of Securities of the Class in existence after the
issue, acquisition or redemption:
521,609 unlisted Share Rights
(following the conversion earlier
today of 115,549 Share Rights
– see separate 7.12.1 notice).

There are no longer any
unlisted share rights on issue
under the terms of the
Company’s CFO Retention
Plan due to:

- The conversion earlier
today of 195,938 vested
CFO share rights – see
separate 7.12.1 notice; and
- The lapse of 310,676 CFO
share rights in accordance
with their terms.

(l) In the case of an acquisition of shares by an Issuer which is a
company registered under the Companies Act 1993, whether
those shares are to be held as Treasur
y Stock:
n/a

(m) Dates of issue, acquisition or redemption: 9 May 2019



Signed:
(Andrew Keith Lowe - Company secretary)