Updated Securities Trading Policy

ASX AND NZX ANNOUNCEMENT

UPDATED SECURITIES TRADING POLICY

20 August 2019
Michael Hill International Limited (ASX/NZX: MHJ) would like to advise that it has updated its Trading Policy which forms
part of the Company’s Corporate Governance Charter.
A copy of the updated Trading Policy is attached and is available on the Company’s website at:
http://investor.michaelhill.com/corporate-policies-compliance
.


Investors:
Andrew Lowe Anthea Noble
Chief Financial Officer & Company Secretary Investor Relations Manager
+61 7 3114 3505 +61 7 3114 3515
andrew.lowe@michaelhill.com.au anthea.noble@michaelhill.com.au


ABOUT MICHAEL HILL INTERNATIONAL
Michael Hill International was founded by Sir Michael Hill in 1979 when he opened his first jewellery store in Whangarei,
New Zealand. The Group currently has over 300 stores globally across Australia, New Zealand and Canada. The Group’s
global headquarters, including its wholesale and manufacturing divisions, are located in Brisbane, Australia. The
Company is listed on the ASX (ASX:MHJ) and the NZX (NZX:MHJ).

For more information:
www.investor.michaelhill.com

www.michaelhill.com.au/
www.emmaandroe.com.au

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Trading Policy
1.1 Purpose of this policy
(a) This trading policy (Policy) is intended to ensure that persons who are discharging
managerial responsibilities including but not limited to Directors, do not misuse, and do
not place themselves under suspicion of misusing Inside Information that they may be
thought to have, especially in periods leading up to an announcement of the Company.
(b) The Policy sets out the procedure for trading in Securities of the Company and aims to
provide Directors and Employees and any other persons who may be associated with
the Company, with guidance on how and when trades in the Company’s Securities
may take place and when trading of the Company’s Securities is strictly prohibited.
(c) For the avoidance of doubt, nothing in this Policy sanctions a breach of the market
misconduct or insider trading provisions of the Corporations Act. A person who
possesses Inside Information about an entity’s securities is generally prohibited from
trading in those securities under the insider trading provisions of the Corporations Act
and this applies even where the trade occurs as permitted within the operation of this
policy.
(d) References to the Company in this Policy are references to the Company and its
subsidiaries.
(e) Defined terms are set out in clause 1.21 of this Policy.
1.2 Who this policy applies to
This policy applies to Restricted Persons.
1.3 Dealing by Restricted Persons
(a) A Restricted Person must not Deal in any Securities of the Company unless:
(1) a clearance to Deal is obtained in accordance with clause 1.4 of this Policy; or
(2) the Dealing is a Permitted Dealing.
(b) Notwithstanding that a clearance to Deal may be granted by the Company (even in
exceptional circumstances) or that a Dealing may be a Permitted Dealing, a Restricted
Person must not Deal in Company Securities where clauses 1.7 (Inside Information),
1.14 (short-term selling), 1.15 (short selling) and 1.16 (hedging transactions) of this
Policy are applicable.
1.4 Clearance to Deal
(a) All Restricted Persons (except those who are Directors, the Chief Executive Officer or
the Company Secretary) must not Deal in any Securities of the Company (unless the
Dealing is a Permitted Dealing) without first notifying the Company Secretary and a
Director designated by the Board for this purpose and receiving clearance to Deal from
the designated Director or the Company Secretary.
(b) A Director (other than the Chairperson or a Managing Director) must not Deal in any
Securities of the Company (unless the Dealing is a Permitted Dealing) without first
notifying the Chairperson (or a Director designated by the Board for this purpose) and
the Company Secretary and receiving clearance to Deal from the Chairperson (or the
designated Director) (or the Company Secretary on their behalf).

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(c) The Chairperson must not Deal in any Securities of the Company (unless the Dealing
is a Permitted Dealing) without first notifying a senior independent Director, the Audit &
Risk Management Committee or another officer of the Company nominated for that
purpose by the Audit & Risk Management Committee, and receiving clearance to Deal
from that Director, committee or officer (or the Company Secretary on their behalf).
(d) The Chief Executive Officer (or Managing Director, as applicable) must not Deal in any
Securities of the Company (unless the Dealing is a Permitted Dealing) without first
notifying the Chairperson and the Company Secretary and receiving clearance to Deal
from the Chairperson (or the Company Secretary on their behalf) or, if the Chairperson
is not readily available, without first notifying the senior independent Director, a
committee of the Board established for that purpose or another officer of the Company
nominated for that purpose by the Chairperson, and receiving clearance to Deal from
that Director, committee or officer (or the Company Secretary on their behalf).
(e) If the role of Chairperson and Chief Executive Officer (or Managing Director, as
applicable) are combined, that person must not Deal in any Securities of the Company
(unless the Dealing is a Permitted Dealing) without first notifying the Board and the
Company Secretary and receiving clearance to Deal from the Board (or the Company
Secretary on its behalf).
(f) The Company Secretary must not Deal in any Securities of the Company (unless the
Dealing is a Permitted Dealing) without first notifying the Chairperson and receiving
clearance to Deal from the Chairperson (or another officer of the Company nominated
for that purpose by the Chairperson) or if the Chairperson is not readily available,
without first notifying the senior independent Director, a committee of the Board
established for that purpose or another officer of the Company nominated for that
purpose by the Chairperson, and receiving clearance to Deal from that Director,
committee or officer.
(g) The Company reserves the right of a Clearance Officer to:
(1) give or refuse a request for a clearance to Deal at its sole discretion and
without giving any reasons; or
(2) withdraw a clearance to Deal if there is a change in circumstances or new
information becomes available.
(h) A response to a request for a clearance to Deal must be given to the relevant
Restricted Person within two Business Days of the request being made.
(i) The Company must maintain a record of the response to a request for a clearance to
Deal made by a Restricted Person and of any clearance given. A copy of the response
and clearance (if any) must be given to the Restricted Person concerned.
(j) A Restricted Person who is given a clearance to Deal in accordance with this
clause 1.4 must deal as soon as possible in any event within five Business Days of
clearance being received by the Restricted Person.
(k) The grant of a clearance to Deal by the Company is not an endorsement of the Dealing
by the Company. The person seeking the clearance to Deal is solely responsibility for
the investment decision to Deal in Securities in the Company and compliance with
insider trading laws.
(l) The grant of a clearance to Deal by the Company does not relieve a Restricted Person
from their legal obligations under the insider trading provisions of the Corporations Act.
The person granted the clearance to Deal should carefully consider whether or not
they are in possession of Inside Information that might preclude them from trading in
those Securities and if they are in possession of Inside Information (including if they

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come into possession of Inside Information after obtaining a clearance to Deal), then
they must not trade despite having received the clearance.
(m) Before a Restricted Person Deals in the Company’s Securities (even if it is a Permitted
Dealing), they should consider carefully whether they are in possession of any Inside
Information that might preclude them from trading at that time and, if in any doubt, they
should not trade.
(n) A refusal by a Clearance Officer to give a clearance to Deal is final and binding on the
person seeking the clearance.
(o) Where the Company refuses to give a clearance to Deal, this information is confidential
between the Company and the person seeking the clearance and must not be
disclosed to any other person.
1.5 Circumstances for refusal
A Restricted Person must not be given clearance to Deal in any Securities of the Company
during a Prohibited Period unless an exceptional circumstance arises in accordance with
clause 1.6 of this Policy.
1.6 Dealing in exceptional circumstances
(a) A Restricted Person, who is not in possession of Inside Information in relation to the
Company, may be given clearance to Deal during a Prohibited Period if that person is
in severe financial difficulty or there are other exceptional circumstances. Clearance
may be given for such a person to sell (but not purchase) Securities of the Company
when that person would otherwise be prohibited by this Policy from doing so. The
determination of whether the person in question is in severe financial difficulty or
whether there are other exceptional circumstances can only be made by the Clearance
Officer designated by the Board for this purpose under clause 1.4.
(b) A person may be in severe financial difficulty if that person has a pressing financial
commitment that cannot be satisfied otherwise than by selling the relevant Securities of
the Company. A liability of a person to pay tax would not normally constitute severe
financial difficulty unless the person has no other means of satisfying the liability. A
circumstance will be considered exceptional if the person in question is required by a
court order to transfer or sell the Securities of the Company or there is some other
overriding legal requirement to do so.
(c) If required by the Listing Rules, the Company should consult the ASX at an early stage
regarding any application by a Restricted Person to deal in exceptional circumstances.
1.7 Prohibition on Insider Trading
No Restricted Person may Deal in Company Securities at any time (including a Prohibited
Period), if that person is or could reasonably be expected to be in possession of Inside
Information.
1.8 Communicating Inside Information
A Restricted Person in possession of Inside Information must not, directly or indirectly,
communicate the information, or cause the Inside Information to be communicated, to another
person if the Restricted Person knows, or ought reasonably to know, that the other person
would be likely to Deal in the Company’s Securities.

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1.9 Dealing by persons and entities associated with Restricted Persons
(a) A Restricted Person must take all reasonable steps to prevent an Associate, Related
Person or Related Entity of the Restricted Person from Dealing in the Company’s
Securities during a Prohibited Period.
(b) A Restricted Person must take reasonable steps to advise any Associate, Related
Person or Related Entity of the Restricted Person that:
(1) they are a Restricted Person of the Company; and
(2) of the Prohibited Periods during which the Associate, Related Person or
Related Entity cannot Deal in the Company’s Securities.
(c) A Restricted Person must immediately notify a Clearance Officer if he or she becomes
aware of or suspects an Associate, Related Person or Related Entity of Dealing in the
Company’s Securities during a Prohibited Period.
1.10 Disclosure of Dealings by Directors and substantial shareholders
(a) In accordance with section 250G of the Corporations Act and ASX Listing Rule 3.19A,
Directors must notify ASX of any Dealings (whether in a Prohibited Period or
otherwise) in the Company’s Securities within five Business Days of such Dealing.
(b) To the extent required to do so under the Listing Rules, the Company will disclose to
the market when a Restricted Person has been given a clearance to Deal during a
Prohibited Period.
(c) In accordance with section 671B of the Corporations Act, a Restricted Person must
notify the Company and ASX if he or she:
(1) has obtained a Substantial Holding in the Company;
(2) already holds a Substantial Holding - if he or she increases or decreases that
Substantial Holding by 1% or more of the Company’s shares; or
(3) ceases to hold a Substantial Holding,
such notice to be provided within two Business Days of becoming aware of that
information.
1.11 Dealings in Securities of other companies
(a) A Restricted Person who has Inside Information about another Third Party Listed Entity
as a result of his or her position in the Company is prohibited from:
(1) dealing in any Securities of that Third Party Listed Entity unless a clearance to
Deal is obtained in accordance with clause 1.4 of this Policy; or
(2) communicating the Inside Information.
Examples (without being exhaustive) of how Inside Information about a Third Party
Listed Entity may be obtained are as follows:
(1) during the course of a proposed transaction;
(2) during the course of due diligence investigations;
(3) Board deliberations;

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(4) negotiations; or
(5) information provided by others during the ordinary course of business.
1.12 Penalties
(a) There are penalties under the Corporations Act for a breach of Insider Trading
provisions under the Corporations Act. As at the date of adoption of this Policy, the
maximum penalties under the Corporations Act are:
(1) in the case of a natural person imprisonment of ten years or a fine the higher
of:
(A) 4,500 penalty units; and
(B) if the Court can determine the total value of the benefits the person
obtained, which are reasonably attributable to the commission of the
offence - three times that total value;
(2) in the case of a body corporate, a fine the greatest of the following:
(A) 45,000 penalty units;
(B) if the Court can determine the total value of the benefits that have been
obtained and are reasonably attributable to the commission of the
offence - three times that total value; and
(C) if the Court cannot determine the total value of those benefits - 10% of
the body corporate’s annual turnover during the 12 month period
ending at the end of the month in which the body corporate committed,
or began committing, the offence; and
(3) unlimited civil penalties.
(b) A breach of this Policy will also be regarded as serious misconduct which may lead to
disciplinary action, up to and including dismissal.
1.13 Policy on Margin Loan Arrangements
(a) A Restricted Person may enter into a margin loan or similar funding arrangement in
respect of any Company Securities (Funding Arrangements) but must disclose the
existence, nature and terms of the Funding Arrangements to a Clearance Officer who
will notify the Board.
(b) The Company and its Board will disclose any Funding Arrangements which would
require disclosure under Listing Rule 3.1.
(c) Without limiting subclause 1.13(b), where a Restricted Person’s Funding Arrangement
involves 5% or more of the Company’s shares, the Board and Company Secretary will
make appropriate disclosure to the market of any key terms of the Funding
Arrangements.
1.14 Policy on Short-term trading
A Restricted Person must not Deal in any Securities of the Company where the Dealing
involves the short-term trading of Securities in the Company, being instances where trading in
and out of Securities occurs within a period of less than one month.

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1.15 Policy on Short Selling
A Restricted Person must not Deal in any Securities of the Company where the Dealing
involves the short selling of Securities in the Company.
1.16 Hedging Transactions
The Corporations Act prohibits Key Management Personnel and a closely related party of Key
Management Personnel from entering into an arrangement if the arrangement would have the
effect of limiting the exposure of the member to risk relating to an element of the members
remuneration that has not vested or has vested but remains subject to a holding lock. Key
Management Personnel of the Company and their closely related parties should not Deal in
Securities in the Company which may infringe this prohibition under the Corporations Act nor
should any other Restricted Person enter into hedging transactions to limit his or her exposure
in respect of any unvested entitlement to Securities he or she receives under any equity based
remuneration scheme of the Company.
1.17 What is Inside Information?
Inside Information is Information that is not Generally Available and, if it were Generally
Available, a reasonable person would expect it to have a Material Effect on either the price or
the value of the Company’s Securities.
1.18 When is Information Generally Available?
Information is Generally Available if:
(a) it consists of readily observable matter;
(b) where the Information has been made known in a manner that would, or would be
likely to, bring it to the attention of persons who commonly invest in Securities, a
reasonable period for it to be disseminated among such persons has elapsed (for
example, it has been released to the ASX or published in an annual report or
prospectus); or
(c) it may be deduced, inferred or concluded from the Information referred to above.
1.19 What is a Material Effect?
(a) Material Effect, in relation to Inside Information, is where that Information would, or
would be likely to, influence persons who commonly acquire Securities in deciding
whether or not to acquire or dispose of Securities of that nature.
(b) Examples of information, that may have a Material Effect on the price or value of
Securities when it becomes Generally Available, include:
(1) revenue;
(2) profit forecasts;
(3) inventory levels;
(4) forecasts;
(5) items of major capital expenditure;
(6) borrowings;
(7) liquidity and cashflow information;

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(8) management restructuring;
(9) changes in distribution arrangements;
(10) litigation;
(11) impending mergers and acquisitions, reconstructions or takeovers;
(12) major asset purchases or sales;
(13) exploration results; or
(14) new product and technology.
1.20 What is Dealing in Securities?
Dealing in Securities means:
(a) applying for, acquiring or disposing of Securities;
(b) entering into an agreement to apply for, acquire or dispose of Securities; or
(c) Procuring another person to:
(1) apply for, acquire or dispose of Securities; or
(2) enter into an agreement to apply for, acquire or dispose of Securities.
1.21 Definitions
In this Trading Policy:
Associate has the same meaning as set out in the Corporations Act.
ASX means the Australian Securities Exchange owned and operated by ASX Limited.
Blackout Period means:
(a) for each Financial Year end, the period starting 10 days prior to that Financial Year end
and ending immediately after the close of trading on the Trading Day after the release
of the ASX appendix 4E and full year financial report to ASX;
(b) for each first Half Year, the period starting 10 days prior to that Half Year end and
ending immediately after the close of trading on the Trading Day after the release of
the ASX appendix 4D and half year financial report to ASX;
(c) for the first and third quarters, the period starting on the first day of the next quarter
and ending immediately after the close of trading on the Trading Day after the release
of the quarterly sales results to ASX;
(d) the period commencing from the release of information to the ASX which a reasonable
person would expect to have a Material Effect on either the price or the value of the
Company’s Securities and ending immediately after the close of trading on the Trading
Day after the release of such information to the ASX; and
(e) any other period determined by the Directors in their absolute discretion.
Board means board of Directors.

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Business Day means a day, other than a Saturday or Sunday, on which banks are open for
general banking business in Brisbane.
Chairperson means the chairperson of the Board.
Chief Executive Officer means the person (if any) engaged by the Company in the role of the
chief executive officer of the Company.
Clearance Officer means:
(a) the Company Secretary;
(b) the Chairperson;
(c) the Managing Director or Chief Executive Officer; or
(d) a Director designated by the Board for the purposes of clause 1.4.
Company means Michael Hill International Limited ACN 610 937 598.
Company Secretary means a person appointed by the Company to be the company
secretary.
Corporations Act means the Corporations Act 2001 (Cth).
Court means the relevant court of law holding jurisdiction over the determination of insider
trading matters under the Corporations Act.
Dealing has the meaning set out in clause 1.20 of this Policy. Deal has the corresponding
meaning.
Director means a director of the Company.
Employee means an individual who works for the Company (or its subsidiary) under a contract
of employment.
Financial Year means the financial year of the Company as nominated by the Company,
which will generally be the period commencing on the Monday immediately preceding the first
Sunday in July and concluding on the last Sunday in the following June.
Generally Available has the meaning given in clause 1.18 of this Policy.
Half Year means the half year of the Company as nominated by the Company, which will
generally be: in respect of the first Half Year, the period commencing on the first day of the
Financial Year and ending on the Sunday of week 26 of that Financial Year; and, in respect of
the second Half Year, the period commencing on the Monday of week 27 of the Financial Year
and ending on the last day of the Financial Year.
Information includes:
(a) matters of supposition and other matters that are insufficiently definite to warrant being
made to the public; and
(b) matters relating to the intentions, or likely intentions, of a person.
Inside Information has the meaning given in clause 1.17 of this Policy.
Key Management Personnel has the definition given in the Accounting Standard AASB 124
Related Party Disclosure as ‘those persons having authority and responsibility for planning,

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directing and controlling the activities of the entity, directly and indirectly, including any director
(whether executive or otherwise) of that entity’.
Listing Rules means the Official Listing Rules of the ASX as amended or replaced from time
to time.
Managing Director means the Director (if any) engaged by the Company in the role of the
managing director of the Company.
Material Effect has the meaning given in clause 1.19 of this Policy.
Permitted Dealings means:
(a) dealing where the beneficial interest in the relevant Security does not change;
(b) transfers of Securities in the Company between a Restricted Person and someone
closely related to the Restricted Person (such as a spouse, minor child, family
company, family trust or superannuation fund) or by a Restricted Person to their
superannuation fund, in respect of which prior clearance has been provided in
accordance with this Policy;
(c) if the Restricted Person is a trustee of a trust but is not a beneficiary of the trust,
trading in the Company’s Securities by that trust provided any decision to trade during
a Blackout Period is taken by the other trustees or investment manager independently
of the Restricted Person;
(d) the exercise of an option or right under an incentive scheme or the conversion of a
convertible security, where the final date for the exercise or conversion falls during a
Blackout Period and the Restricted Person could not reasonably have been expected
to exercise or convert the Security at a time when it was entitled to, due to the
Company having an exceptionally long Blackout Period or a number of consecutive
Blackout Periods;
(e) bona fide gifts to a Restricted Person by a third party.
(f) a disposal of Securities arising from the acceptance of a takeover offer, scheme of
arrangement or equal access buy-back;
(g) a disposal of rights acquired or an acquisition of Securities in the Company under a pro
rata issue;
(h) an acquisition of Securities in the Company under a security purchase plan or a
dividend or distribution reinvestment plan where:
(1) the Restricted Person did not commence or amend their participation in the
plan during a Blackout Period; and
(2) the Policy does not permit the Restricted Person to withdraw from the plan
during a Blackout Period other than in exceptional circumstances;
(i) the obtaining by a Director of a share qualification;
(j) acquiring Securities in the Company under an employee incentive scheme or the
cancellation or surrender of an option or other right under an employee incentive
scheme;
(k) where a Restricted Person is the trustee of an employee incentive scheme, an
acquisition of Securities in the Company by the Restricted Person in his or her capacity
as a trustee of the scheme;

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(l) an acquisition or disposal of Securities in the Company under a pre-determined
investment or divestment plan for which prior clearance has been provided in
accordance with the Policy and where:
(1) the Restricted Person did not enter into or amend the plan during a Prohibited
Period;
(2) the plan does not permit the Restricted Person to exercise any discretion over
how, when, or whether to acquire or dispose of Securities; and
(3) the Policy does not allow for the cancellation of the plan during a Blackout
Period other than in exceptional circumstances;
(m) indirect and incidental trading that occurs as a consequence of a Restricted Person
dealing in Securities issued by a managed investment scheme, listed investment
company, exchange-traded fund or similar investment vehicle that is managed by a
third party and that happens to hold as part of its portfolio Securities in the Company;
and
(n) an involuntary disposal of Securities in the Company that results from a margin lender
or financier exercising its rights under the arrangement.
Procuring means to incite, induce or encourage an act or omission by another person.
Prohibited Period means:
(a) any Blackout Period; or
(b) any period where any matter exists which could constitute Inside Information in relation
to the Company.
Restricted Person means:
(a) any persons or entities discharging managerial responsibilities for the Company
including, but not limited to:
(1) the Directors;
(2) the Company Secretary;
(3) Key Management Personnel;
(4) The Executive Management Team and their direct reports;
(5) The Retail General Managers and the Regional Managers;
(6) any Employee, contractor or consultant who receives regular trading data or
information of the Company (including any summary thereof); or
(7) any Employee who, depending on their individual circumstances, Chief
Executive Officer (or Managing Director, as applicable) specifies from time to
time to be a Restricted Person;
(b) other persons specified from time to time by the Chief Executive Officer (or Managing
Director, as applicable); or
(c) any Related Person or Related Entity (or an Associate of a Related Person or Related
Entity) of a person referred in paragraphs (v)(1) and (w) above.

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Related Entity of a Restricted Person means an entity which:
(a) the Restricted Person is a director or secretary of; or
(b) the Restricted Person otherwise controls or has a position of influence.
Related Person of a Restricted Person means a parent, spouse or child of the Restricted
Person.
Securities means:
(c) shares;
(d) debentures;
(e) legal or equitable interests in a security covered by paragraph (a) or paragraph (b)
above;
(f) options to acquire, by way of issue, a security covered by paragraph (a) or
paragraph (b) above; and
(g) rights (whether existing or future and whether contingent or not) to acquire, by way of
issue, the following under a rights issue:
(1) a security covered by paragraph (a) or paragraph (b) above; or
(2) an interest or right covered by section 764A(1)(b) or section 764A(1)(ba) of the
Corporations Act.
Substantial Holding has the meaning given in section 9 of the Corporations Act (which, at the
date of adoption of this Policy, includes where a person or entity (and their associates) has
total votes attached to voting shares in the Company representing 5% or more of the total
number of votes attaching to voting shares in the Company).
Third Party Listed Entity means any company, other than the Company, which is listed on
the ASX or other recognised exchange or otherwise has Securities which are traded in an
open market.
Trading Day has the meaning given in the Listed Rules.

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Note: Additional disclosure may be required under the Listing Rules (for example if the Listing Rules
require disclosure of all clearances) and the Corporations Act (for example if the person is a
substantial shareholder).