Michael Hill International Limited logo

Annual Report to shareholders

Annual Report24 September 2019MHJConsumer Discretionary

Annual Report 2019

b
DISCLAIMER: Certain statements in this report constitute

forward-looking statements. Forward-looking statements

are statements (other than statements of historical fact)

relating to future events and the anticipated or planned

financial and operational performance of Michael Hill

International Limited and its related bodies corporate

(the Group). 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 Group’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 ongoing operational and strategic reviews,

expansion into new markets, future product launches,

points of sale and production facilities.

Although the Group 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 the Group’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-look-

ing statements.

Such risks, uncertainties and other important factors

include, among others: global and local economic

conditions; changes in market trends and end-consumer

preferences; fluctuations in the prices of raw materials,

currency exchange rates, and interest rates; the Group’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 and international companies in the

markets in which the Group operates; the protection and

strengthening of the Group’s intellectual property rights,

including patents and trademarks; the future adequacy of

the Group’s current warehousing, logistics and information

technology operations; changes in laws and regulations

or any interpretation thereof, applicable to the Group’s

business; increases to the Group’s effective tax rate or other

harm to the Group’s business as a result of governmental

review of the Group’s transfer pricing policies, conflicting

taxation claims or changes 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 Group’s actual financial condition, cash

flows or results of operations could differ materially from

that described herein as anticipated, believed, estimated

or expected. Accordingly, you are cautioned not to place

undue reliance on any forward-looking statements.

The Group does not intend, and do not assume any

obligation, to update any forward-looking statements

contained herein, except as may be required by law. All

subsequent written and oral forward-looking statements

attributable to us or to persons acting on the Group’s behalf

are expressly qualified in their entirety by the cautionary

statements referred to above and contained elsewhere in

this announcement.

TERMINOLOGY: In this report, unless otherwise specified

or appropriate in the context, the term "Company" refers

to Michael Hill International Limited, and the terms "Group"

or "Michael Hill" refer to the Company and its subsidiaries

(as appropriate).

JEWELLERY FROM SPIRITS BAY

COLLECTION BY CHRISTINE HILL

1
What’s inside

3 COMPANY PROFILE

An introduction to the Company

and our goals

5 CHAIR & CEO REVIEW

Emma Hill & Daniel Bracken

review the Group’s overall

performance for the year

7 KEY FACTS

Key results and data for the year

12 TREND STATEMENT

A table of our historical

performance over the past

five years

15 SUSTAINABILITY REPORT

17 OUR PEOPLE PROMISE

Enabling our team members to

reach their full potential

18 EXECUTIVE AND MANAGEMENT

Our key people across Australia,

New Zealand and Canada

20 CELEBRATING OUR SUCCESS

A look at how we pay tribute to

our managers and high achievers

21 MICHAEL HILL INTERNATIONAL

VIOLIN COMPETITION

Our Group’s involvement in giving

back to our community

23 DIRECTORS' REPORT

A review of the year’s operations

and the plans and priorities for

the future

30 INFORMATION ON DIRECTORS

35 REMUNERATION REPORT

Remuneration of Directors and

key executives

46 AUDITOR’S DECLARATION

47 FINANCIAL STATEMENTS

98 AUDITOR’S REPORT

102 ASX LISTING RULES -

ADDITIONAL INFORMATION

104 CORPORATE DIRECTORY

The Directors are pleased to

present the annual report of

Michael Hill International Limited

and its subsidiaries for the year

ended 30 June 2019

2

3
Company profile

The first Michael Hill store opened in 1979 when Sir

Michael Hill and his wife, Lady Christine Hill launched their

unique retail jewellery formula in the New Zealand town of

Whangarei, some 160 kilometres north of Auckland.

With dramatically different store designs, a product

range devoted exclusively to accessible jewellery and the

clever use of high impact advertising, Michael Hill rapidly

gained popularity and rose to national prominence.

Through the successful listing on the New Zealand

Stock Exchange in 1987, the Group expanded into

Australia. The next 15 years saw sustained growth and in

2002, Michael Hill

expanded into North America, opening

its first stores in Vancouver, Canada. The Group's Canadian

store presence continues to grow as does the Group's

online presence in all markets in which it operates.

In June 2016 shareholders voted overwhelmingly

in favour of moving the primary stock exchange listing

of Michael Hill from the New Zealand Stock Exchange

to the Australian Securities Exchange. On 7 July 2016

the Company was admitted to the official list of the

Australian Securities Exchange as its primary listing with

a secondary listing on the New Zealand Stock Exchange

(ASX/NZX: MHJ).

As at 30 June 2019, the Group had 168 stores in

Australia, 52 in New Zealand and 86 stores in Canada.

Around the world, the Group employs approximately

2,500 permanent employees across retail sales,

manufacturing and administration roles.

Michael Hill's vision is to be the most loved jewellery

destination.

Information on our corporate governance policies

and practices, including our Corporate Governance

Statement, is available in the corporate governance

section of our website at investor.michaelhill.com

EXCLUSIVE TO MICHAEL HILL, THE SOUTHERN STAR DIAMOND IS

UNIQUELY CUT TO REVEAL AN EIGHT POINT STAR, EIGHT HEARTS

AND EIGHT ARROWS, SYMBOLISING TRIPLE GOOD FORTUNE

Michael Hill is a specialist retail

jewellery chain. As at 30 June 2019,

it operates 306 stores in Australia,

New Zealand and Canada.

4
Chair & CEO

Review

... many of our pieces are created

by our in-house team of master

jewellers – one of the only retailer-led

workshops in the world...

5
As culture has always been important to us we were

disappointed to discover during the year a misapplication of the

General Retail Industry Award which affected many of our store

based Australian teams. We moved quickly and decisively to self

report this mistake and are committed to a thorough process to

put it right. We sincerely apologise to our team members and

stakeholders who have been affected by this misapplication.

Last year we continued to strengthen our sustainability

practices. The highlight of this was being issued the Responsible

Jewellery Councils certification for a period of three years which

validates our adherence to responsible business practices

throughout our supply chain capturing human rights, labour rights,

health and safety, environmental impact, conflict free diamonds

and many more important topics for the jewellery industry.

WHAT ARE THE PRIORITIES FOR THE COMING YEAR?

We are certainly proud of the way the team pulled together,

reversing the momentum of the business during the course

of the year. Whilst we expect market conditions to remain

challenging next year, we will continue to focus on strengthening

our customer proposition with new branded collections and

improved disciplines in buying, selling and marketing. Our cost

reduction and improved productivity initiatives will also continue

as we look to build on our recent successes.

The coming year we will focus on retail basics in our core

businesses – building on the positive momentum that we have

worked so hard for.

Last year we introduced a new disciplined “rhythm of the

business” that provides a structured operating model across

Merchandise, Marketing, Retail and Online. The strategy

ensures total alignment across all customer-facing aspects of

the brand. It provides the platform for bringing new product to

market on a regular schedule, to ensure our stores are always

showcasing new and compelling product for our customers.

We will also continue to prioritise investment in our online

business, and develop a loyalty program that forges deeper

and more engaged relationships with our customers.

It’s an exciting time to be leading Michael Hill. The pace

of change has been intense this year with a greater sense of

urgency and determination to deliver, which is really infectious.

There is a strong belief in the strategy and each other – and a

healthy impatience among us to see results.

Emma Hill Daniel Bracken

Chair CEO

POSITIVE MOMENTUM AND A REAL SENSE OF PURPOSE

The last year has been both transitional and formative for

Michael Hill. Whilst we are not satisfied with the financial result,

we are very excited about the work we have been doing to

reshape the business for the future. As our new initiatives and

strategies gain momentum, we are confident in our ability to

grow our brand and our market share and improve our financial

performance.

The Board was delighted to welcome Daniel Bracken

as CEO in November and we have since strengthened the

executive team with the appointment of Andrea Slingsby as

Chief Operating Officer and Joanne Matthews as Chief People

Officer. We are all aligned on the strategy and focused on

building scalable foundations for future growth. The Board

was pleased with Daniel’s refinement and endorsement of

the strategy and encouraged by the way the business moved

decisively in the second quarter to ensure a steady turnaround

in sales momentum for the balance of the financial year.

BRANDED COLLECTIONS - THE CORNERSTONE OF

OUR STRATEGY

At Michael Hill, we celebrate love in all its forms, and our

vision is to be the most loved jewellery destination. The

cornerstone of our strategy is our ongoing commitment to

branded collections. Many of these pieces are created by our

in-house team of master jewellers – one of the only retailer-led

workshops in the world. Talented designers and craftsmen

dedicated to making truly unique and beautiful pieces to

celebrate love in all its forms. Quality and provenance are

always our first priorities. Which is why we are active members

of the Responsible Jewellery Council and why we are

committed to using responsibly sourced materials in our work.

VALUES AND CULTURE

High standards of culture and conduct have always been

important to us and putting the customer first has been

fundamental to our success over a long period of time.

This year our values were reviewed and refreshed to clearly

communicate and reflect what we stand for today, these

are; We care. We create outstanding experiences. We are

professional. We are inclusive and diverse. Our values form

the foundations to guide our decisions and behaviours. We

have for some time measured and tracked our performance

against our values through culture and organisational

health surveys, these provide the executive and board with

actionable insights for continual improvement. We are proud

of our culture of success and the real sense of customer led

purpose throughout the group.

Dear Shareholders,

6
Key facts

6

MICHAEL HILL INTERNATIONAL LIMITED 2019 KEY FACTS 7
Year ended 30 June 2019 2018



Restated

KE Y R ATI O S

Return on average shareholders’ funds 9.4% 17.4%

Gross margin 62.0% 63.7%

Interest expense cover (times) 8.6 17.0

Equity ratio (total equity / total assets) 46.6% 45.9%

Gearing Ratio (net debt / total equity) 23.5% 27.7%

Working capital ratio

(current assets / trade payables) 5.0 : 1 4.6 : 1

Current ratio

(current assets / current liabilities)* 2.1 : 1 2.1 : 1

EARNINGS PER SHARE

Basic earnings per share au4.3¢ au8.2¢

Diluted earnings per share

au4.3¢ au8.2¢

DISTRIBUTION TO SHAREHOLDERS

Dividends - including final dividend

Per ordinary share

au4.0¢ au5.0¢

Times covered by net profit after tax 0.85 1.64

SHARE PRICE

30 June au$0.54 au$0.97

SAME STORE SALES

Michael Hill same store sales

movement (in local currency)

Australia -5.7% -0.9%

New Zealand -4.5% 2.3%

Canada -1.7% 3.8%

Group same store sales movement -3.3% 0.4%

NUMBER OF STORES

Australia 167 171

New Zealand 52 52

Canada 86 83

Michael Hill stores 305 306

Emma & Roe stores 1 6

Total stores 306 312

* EBIT and Normalised EBIT are Non-IFRS Information and are unaudited.

Please refer to Non-IFRS Information in the Directors’ Report on

page 29 of this annual report for an explanation of Non-IFRS

information and a reconciliation of EBIT from continuing operations

and Normalised EBIT.

Year ended 30 June 2019 2018 % Change

au$000 unless stated

Restated

TRADING RESULTS

From continuing operations

Group revenue 569,500 575,539 (1.0%)

Gross margin 353,032 366,882 (3.8%)

Earnings before interest and tax* 21,115 45,787 (53.9%)

Underlying earnings

before interest and tax* 34,608 40,106 (13.7%)

Net profit before tax 18,811 43,107 (56.4%)

Net profit after tax 16,498 31,765 (48.1%)

Group trading results

Loss from discontinued operations - (30,208) -

Profit for the year 16,498 1,557 959.8%

Net cash inflow

from operating activities 38,969 54,893 (29.0%)

FINANCIAL POSITION AT YEAR END

Contributed equity

387,750,000 ordinary shares 10,984 10,266 7.0%

Total equity 176,752 174,925 1.0%

Total assets 379,193 381,475 (0.6%)

Net debt 24,781 27,993 (11.5%)

Capital expenditure 16,134 24,555 (34.3%)

GOLD AND DIAMOND RING FROM WILLOW

COLLECTION BY CHRISTINE HILL

8 MICHAEL HILL INTERNATIONAL LIMITED 2019 KEY FACTS
Total stores 306

1987 - 2018, year ended 30 June

■ MH stores ■ E&R stores

Earnings before

interest, taxation,

depreciation and

amortisation

(EBITDA)

down 37%

AU$ millions /

year ended 30 June

1617181915

59.3

67. 2

75.5

64.5

40.5

Group revenue

down 1%

AU$ millions /

year ended 30 June

1617181915

484.7

522.2

551.1

575.5

569.5

Key Financial Results
Group operating revenues $569.5m

Statutory net profit after tax increased to $16.5m

Statutory earnings before interest and tax increased to $21.1m

Underlying earnings before interest and tax* $34.6m

Group same store sales $524.7m

Net debt reduction of 11.4% to $24.8m

Final dividend of

au1.5¢ per share, giving a full year

dividend

au4.0¢

Operational Performance

e-commerce sales increased by 43.6% to $16.0m

Branded collection sales represented 32.5% of total sales

Ten Michael Hill stores opened and eleven under-performing

stores were closed (along with five Emma & Roe stores) during

the year, giving a total of 306 stores trading at year end

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

Information on page 29 for an explanation of Non-IFRS information and a reconciliation of EBIT and

Underlying EBIT.

Performance

Highlights

MICHAEL HILL INTERNATIONAL LIMITED PERFORMANCE HIGHLIGHTS FOR THE 12 MONTHS TO 30 JUNE 2019 9

GRAND ARPEGGIO ENGAGEMENT RING FROM
SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION

Net profit from

operating activities

after tax down 48%

AU$ millions /

year ended 30 June

1617181915

30.5

23.5

41 .1

31.8

16.5

Ordinary

dividend

AU cents per share /

year ended 30 June

1617181915

nz

5.0

5.05.05.0

4.0

1617181915

nz

1.06

Share price

performance

AU$ / year ended 30 June

nz

1.14

1 .1 1

0.97

0.54

10 MICHAEL HILL INTERNATIONAL LIMITED 2019 KEY FACTS

Source of
funding

30 June 2019

EQUITY 46%

CURRENT

LIABILITIES 28%

NON-CURRENT

LIABILITIES 26%

MICHAEL HILL INTERNATIONAL LIMITED 2019 KEY FACTS 11

Gearing ratio

23.5%

% / year ended 30 June

1617181915

21.0

18.0

20.6

2 7.7

23.5

Return on

average

shareholders’

funds 9.4%

% / year ended 30 June

16

17

18

19

15

16.5

12.9

20.9

1 7.4

9.4

Return on

average assets

4.3%

% / year ended 30 June

1617181915

8.8

6.3

10.5

8.2

4.3

ROSE GOLD AND DIAMOND RING FROM

WILLOW COLLECTION BY CHRISTINE HILL

12
FINANCIAL PERFORMANCE 2019 2018 2017 2016^ 2015^

FROM CONTINUING OPERATIONS

Restated Restated Restated Restated


$000 $000 $000 $000 $000

Group revenue 569,500 575,539 551,099 522,214 484,667

Earnings before interest, tax, depreciation

and amortisation (EBITDA)* 40,481 64,481 75,482 67,212 59,250

Depreciation and amortisation 19,366 18,694 17,427 16,796 14,645

Earnings before interest and tax (EBIT)* 21,115 45,787 58,055 50,416 44,605

Net interest paid 2,304 2,680 3,149 5,508 4,665

Net profit before tax (NPBT) 18,811 43,107 54,906 44,908 39,940

Income tax 2,313 11,342 13,768 21,384 9,488

Net profit after tax (NPAT) 16,498 31,765 41,138 23,524 30,452

Net operating cash flow 38,969 54,893 39,752 47,794 54,566

Ordinary dividends paid 19,365 19,371 19,264 17,490 23,176

2019 2018 2017 2016 2015^

FINANCIAL POSITION

Restated Restated Restated Restated


$000 $000 $000 $000 $000

Cash 7,923 7,220 5,676 8,853 6,797

Inventories 179,503 192,074 203,853 199,961 182,232

Other current assets 35,878 29,314 29,052 31,298 39,378

Total current assets 223,304 228,608 238,581 240,112 228,407

Other non-current assets 72,742 72,219 83,864 74,450 67,734

Deferred tax assets 67,708 68,022 62,712 67,610 50,715

Total tangible assets 363,754 368,849 385,157 382,172 346,856

Intangible assets 15,439 12,626 8,784 5,561 6,491

Total assets 379,193 381,475 393,941 387,733 353,347

Total current liabilities 105,130 108,710 95,716 112,772 77,657

Non-current borrowings 32,704 35,213 45,034 40,887 45,116

Other long term liabilities 64,607 62,627 62,252 55,923 48,397

Total liabilities 202,441 206,550 203,002 209,582 171,170

Net assets 176,752 174,925 190,939 178,151 182,177

Reserves and retained profits* 165,768 164,659 180,924 174,384 178,410

Paid up capital 10,984 10,266 10,015 3,767 3,767

Total shareholder equity 176,752 174,925 190,939 178,151 182,177

Per ordinary share

Basic earnings per share 4.26¢ 8.20¢ 10.66¢ 6.14¢ 7.95¢

Diluted earnings per share 4.25¢ 8.19¢ 10.66¢ 6.11¢ 7.92¢

Dividends declared per share - Interim

au2.5¢ au2.5¢ au2.5¢ nz2.5¢ nz2.5¢

- Final

au1.5¢ au2.5¢ au2.5¢ au2.5¢ nz2.5¢

Net tangible asset backing $0.42 $0.42 $0.47 $0.45 $0.46

^ Please note that several key measures in the 2015-16 financial year were materially affected by the separate booking of the IR tax

settlement and the income tax consolidation cost base adjustments as a consequence of the ASX listing.

* EBIT and Underlying EBIT are Non-IFRS and are unaudited. Please refer to page 29 of the Directors Report for an explanation of

Non-IFRS information and a reconciliation of EBIT and Underlying EBIT.

Trend Statement

13
ANALYTICAL INFORMATION 2019 2018 2017 2016^ 2015^

Restated Restated Restated Restated

EBITDA to sales ^ 7.1% 11.2% 13.7% 12.9% 12.2%

EBIT to sales

^ 3.7% 8.0% 10.5% 9.7% 9.2%

Net profit after tax to sales 2.9% 5.5% 7.5% 4.5% 6.3%

EBIT to total assets

^ 5.6% 12.0% 14.7% 13.0% 12.6%

Return on average shareholders funds 9.4% 17.4% 20.9% 12.9% 16.5%

Return on average total assets 4.3% 8.2% 10.5% 6.3% 8.8%

Working capital ratio 5.0 : 1 4.6 : 1 4.9 : 1 5.2 : 1 5.2 : 1

Current ratio 2.1 : 1 2.1 : 1 2 .5 : 1 2.1 : 1 2.9 : 1

EBIT interest expense cover

^ 8.6 17.0 18.3 8.3 9.5

Effective tax rate 12.3% 26.3% 25.1% 47.6% 23.8%

Gearing

Net borrowings to equity 23.5% 27.7% 20.6% 18.0% 21.0%

Equity ratio 46.6% 45.9% 48.5% 45.9% 51.6%

Other

Shares issued at year end excl Treasury 387,750,000 387,438,513 387,438,513 383,138,513 383,138,513

Treasury stock at year end - - 14,677 14,677 14,677

Exchange rate for translating:

New Zealand results 1.06 1.09 1.07 1.07 1.07

Canadian results 0.95 0.98 0.97 0.97 0.97

United States results - 0.78 0.83 0 83 0.83

Number of Michael Hill stores

Australia 167 171 166 168 167

New Zealand 52 52 52 52 52

Canada 86 83 76 67 60

USA - - 9 10 9

Total Michael Hill stores 305 306 303 297 288

Number of Emma & Roe stores

Australia 1 6 28 15 7

New Zealand - - 1 1 1

Number of Emma & Roe stores 1 6 29 16 8

Total stores 306 312 332 313 296

^ Please note that several key measures in the 2015-16 financial year were materially affected by the separate booking of the IR tax

settlement and the income tax consolidation cost base adjustments as a consequence of the ASX listing.

* EBIT and Underlying EBIT are Non-IFRS and are unaudited. Please refer to page 29 of the Directors Report for an explanation of

Non-IFRS information and a reconciliation of EBIT and Underlying EBIT.

RING FROM

THE SOLITAIRE

BY MICHAEL HILL

COLLECTION

14
Our purpose:

We celebrate love

in all its forms.

15
At Michael Hill we are committed to continue

strengthening our sustainability practices across the

breadth of the organisation. We are proud to announce

our success in obtaining Responsible Jewellery

Council’s (RJC) certification granted in February 2019

for a period of three years; the maximum period granted

by the RJC.

The RJC is an international, not-for-profit standards

and certification organisation. Its 1,100+ members

span the jewellery supply chain from mine to retail, and

commit to being independently audited against the

RJC Code of Practices – an international standard on

responsible business practices for the diamond, gold

and platinum jewellery supply chain addressing human

rights, labour rights, health and safety, environmental

impact, conflict free diamonds, product disclosure and

many more important topics for the industry. Michael

Hill is one of the select few retailers in Australia and

New Zealand to receive this certification.

SOURCING

The Company’s sourcing strategies and activities embrace

the RJC principles and have enabled the Company to:

• Redesign jewellery packaging reducing the size,

materials and weights of packaging. This not only

reduces the quantity of raw materials required to

produce packaging as well as end-user waste, it also

creates cost efficiencies in freight.

• Complete the first stage of removing 95% of all

plastic from packaging. Where plastic continues to be

used, this is recycled plastics.

• Undertake a general waste review at the Company’s

head office. In 2018 the Company implemented

new waste and recycling programs, removing all

general waste bins from individual work stations, and

introducing waste, recycling and paper bins in work

areas and bulk harvest bins at loading docks.

• Reduce printer devices and drive the adoption

of

digital work practices. In addition, all

empty printer ink cartridges are

now collected and disposed of

by an ink recycling company.

• Begin implementing LED

lighting within our retail

store portfolio and Head

Office to reduce the

Company’s energy usage

and carbon footprint.

RECOVERY

The Company’s Brisbane based manufacturing

centre has established practices for the collection

and recycling of gold scrap and lemel generated from

manufacturing and repair operations. The recovered

product is monitored to ensure it is in line with

benchmarked recovery standards.

DIVERSITY

At Michael Hill we are committed to ensure the profile of

our workforce and employees reflect the diversity and

demographics of the communities we serve including

gender, religion, ethnicity and age. In FY19 two new

female executives were appointed to the leadership

team with broad experience outside the jewellery

industry. This has brought valuable gender diversity

and different experience, insight and perspective to the

leadership team. Females continue to hold the majority

of our sales professional and store management roles,

reflective of the customer base we serve.

HEALTH, SAFETY AND WELLBEING

We care about the wellbeing, safety and security of our

workforce. We know that the success of Michael Hill

depends on its people, and we are committed to the

safety and wellbeing. We are focused beyond regulatory

compliance and risk management, by placing people

at the centre of solutions we will develop as a proactive

health, safety and wellness organisation.

In 2019 we further encouraged a culture of genuine

care and personal commitment by establishing a

Zero Harm committee focussing on the identification,

management and mitigation of safety and security

hazards across all our operations.

The wellbeing of our team is currently considered

through Employee Assistance Programs and leave

schemes designed to support team members with both

work and personal life challenges.

Sustainability and

the Responsible Jewellery

Council

16
Our vision:

To be the most

loved jewellery

destination

17
Our People Promise

Enabling our team members to reach

their potential

We aim for Michael Hill to provide exceptional experiences

for all and to be a loved employer. Our Employee Value

Proposition is our promise to our team members. It’s

what sets us apart as an employer to ensure we attract

and retain the right talent our business needs to succeed.

Through our focus on our people and our commitment

to each individual, we deliver an amazing Michael Hill

experience to our teams. Our People Promise ensures we

are equipped to deliver against our customer promise.

Our People Promise, validated through workshops

with our team members, is to deliver excellent customer

focused solutions that value our people, building their

capability and enabling the realisation of their potential.

Our team members create outstanding experiences. They

become part of our diverse family, a family who care about

each other, customers, communities and our purpose. We

invest in our culture of learning, career development and

coaching. We empower and incentivise.

For us, being a loved employer, is about making that

connection, it’s about living our values, it’s about joining

brilliance together. Our People Promise, crafted by our

people, is completely aligned with our corporate culture,

our vision and our brand. In the year ahead we will

integrate our People Promise across the team member

lifecycle in our business as we further enhance our team

member experience.

OUR VALUES

We are a people business. In listening to our people we

identified the need to revamp our Company Values, to

make them more relevant and aligned with our culture

and desired behaviours for all, from leadership to front

line team members, in every location.

Our values, which will be launched and reinforced in the

year ahead are:

• We care

• We create outstanding experiences

• We are professional

• We are inclusive and diverse

These values form the core of how we operate. They will

inform our decision making processes, they clarify what

we stand for and what we are aligned to, they confirm

our desired culture, they influence our overall behaviour.

They will inspire our people to action and contribute to

the overall success of our company.

OUR LEADERSHIP PRINCIPLES

Our leadership principles have continued in 2019:

• Customer focus

• Mindset for growth

• Bias for action

• Building talent and teams

• Accountability and responsibility

Our focus in 2020 will be on further defining and

embedding a Leadership Promise, a statement and

actions that show to our team members how we

commit to interacting with them. This Leadership

Promise is: As leaders, we will create a high-

performance, high-trust culture that is open, honest

and committed to excellence.

Our leaders are champions of our values and shapers

of our culture. How they interact with our team members is

important on delivering on our goal to provide exceptional

experiences for all and to be a loved employer.

18
Our Executive Team at 30 June 2019

Daniel Bracken

Chief Executive Officer

Daniel has more than 25 years

experience managing some of the

world’s most iconic brands. He has an

extensive background in retailing, fashion,

and brand development in Australia

and international markets, as a Chief

Executive Officer and in senior executive

positions across strategy, marketing,

merchandise, product design and digital

and customer engagement strategies.

Prior to joining Michael Hill as CEO

in November 2018, Daniel was CEO at

Specialty Fashion Group and previously

held positions as the Group Vice

President, Strategy for Burberry London,

as Deputy CEO and Chief Merchandise

& Customer Officer of Myer, and as CEO

of The Apparel Group.

During his time at Speciality Fashion

Group, Daniel led the company’s

corporate restructure and the successful

divestment of the Millers, Katies,

Crossroads, Autograph and Rivers brands,

returning the company to profitability. At

Myer, he oversaw merchandise buying,

design, sourcing, and manufacturing,

and led the Myer brand and customer

experience strategy. During his tenure,

the Apparel Group owned leading fashion

brands Sportscraft, Saba, Willow, and JAG.

His international experience

includes more than 15 years at Burberry

London in the United Kingdom, where

he was a key member of the leadership

team involved in their turnaround into

an iconic global brand. He performed a

range of roles at Burberry including Vice

President – Strategy (Group), Head of

Merchandising & Production (Ready to

Wear), and Commercial & Operations

Director (Menswear).

Andrew Lowe

Chief Financial Officer

and Company Secretary

Andrew joined Michael Hill in December

2017 as Chief Financial Officer, and later

assumed the role of Company Secretary.

He holds a Bachelor of Commerce, a

Bachelor of Laws (Hons) and a Masters

of Applied Finance, and is a qualified

Chartered Accountant and a Chartered

Taxation Adviser of the Taxation Institute

of Australia.

Andrew has extensive experience

in finance and leadership roles across

a range of listed corporate groups with

Australian and offshore operations.

This includes as Head of Tax, Shared

Services and Finance Partnering at

Australia’s largest rail-based freight

operator and ASX100 firm, Aurizon.

Previously, he was Deputy CFO and

Head of Tax at Cleanaway Waste

Management, and spent a decade with

global mining company, Anglo American.

Vanessa Brennan

Chief Brand & Customer Officer

Vanessa joined Michael Hill in January

2018 in the newly created position of

Chief Brand & Customer Officer, to lead

the commercial growth strategy for the

business across customer, product,

brand marketing and eCommerce. She

is a recognised leader in strategic brand,

customer and digital strategy, and is

renowned as a transformative specialist

in building brands with expertise covering

the end-to-end spectrum of customer,

brand and marketing communications.

Vanessa has more than 20 years’

experience gained in Australia, Europe,

Latin America and Asia, where she

has been a key advisor to a number of

global and domestic commercial and

government organisations, including as

a Partner at PWC and Managing Director

of Clemenger BBDO.

19
Andrea Slingsby

Chief Operating Officer

Andrea has more than 25 years corporate

experience working in high-growth

service sectors, and has held various

Board, Managing Director, Chief Executive

Officer, senior management and corporate

advisory roles for a broad range of

Australian private and public companies.

She has outstanding Australian and

international experience, and is an Alumni

of Harvard Business School.

Prior to joining Michael Hill in 2019,

Andrea held a number of senior roles

across 14 years working for Flight Centre,

including President & CEO for North

America. She also worked as a corporate

advisor to Michael Hill in late 2018 on the

company’s HR strategy and operational

execution, prior to her appointment to the

company’s Executive Management Team.

Andrea’s background working for

many fast-growing companies, as well

as her unique experience in business

model improvement and operational

excellence, is fundamental for

Michael

Hill as it realises its strategy to be a

globally relevant and modern retailer in

the premium jewellery category.

Matt Keays

Chief Information Officer

Matt joined Michael Hill in June 2015,

bringing with him extensive international

IT experience in the retail space. Prior

to joining the company, Matt led the

global IT strategy for Forever New as

their General Manager Information

Technology, and prior to that worked

as Chief Information Officer for Super

Amart where his final project was

successfully leading a full-scale Disaster

Recovery process after the Qld floods

in 2011. He also worked for leading

national footwear and apparel company,

Colorado Group after enjoying his long

Retail apprenticeship with 11 years at

Country Road.

Matt has strong technical skills

and a track record of developing an

effective team focused on business

alignment. Matt’s career has seen him

lead significant technology and infra-

structure programs, covering Microsoft

Dynamics, Infor, Oracle and JDE. He has

helped all Retail businesses implement

and embrace Data Warehousing with his

first Microsoft based implementation

as far back as 2004. The Michael Hill

advanced Data Warehouse went live in

2016 and his team continually evolve our

data platforms to align with the strategic

shifts across the business.

Joanne Matthews

Chief People Officer

Joanne joined Michael Hill in January

2019 with extensive experience

in change leadership, and talent

management and development. This

experience was gained across 14 years in

senior human resource leadership roles,

including as Divisional Human Resources

Manager (Leisure) for Super Retail Group.

Joanne has also worked as the

Executive General Manager, Human

Resources for MAX Solutions Pty Ltd, a

national organisation that delivers health,

training and humanitarian solutions

for Federal and State Governments,

and prior to this she worked in retail

operations with Woolworths.

With a workforce of more than

3000 people in over 300 stores across

Australia, New Zealand and Canada,

Joanne’s experience will help to support

the company’s core priority of recruiting,

training, rewarding and retaining top

quality people at Michael Hill.

Joanne holds a MBA and

Bachelor of Business in Human

Resources and Marketing.

NORTHERN RADIANCE EARRINGS

AND PENDANT

20
Managers’ Conferences

It truly is our people who make our Company.

Each year, our Retail and Support Centre

Management Teams come together to celebrate

their phenomenal achievements. We recognise

their contributions and share with them the Group’s

strategic direction for the coming year.

This year over 400 of our Leaders came

together in their home countries of Australia, New

Zealand, and Canada, focused to inspire our teams

to continue to produce outstanding results and most

importantly – incredible customer experiences.

Gold Club

Every year we celebrate the personal achievements

of our highest performing Sales Professionals. This

year the 291 incredible individuals who achieved gold

club status, accounting for over A$123m in sales,

were invited to celebrate their success in Toronto,

Canada and Melbourne, Australia. Our top performers

were joined by our Senior Executives and CEO, to

personally congratulate and thank them for their

contributions to the success of Michael Hill for 2018.

Celebrating

our Success

A look at how we pay

tribute to our managers

and high achievers

TOP: SOME OF OUR GOLD STAR RECIPIENTS AT THE 2018 MANAGERS' CONFERENCE;

PHOTOS 2 - 4: SIR MICHAEL HILL CELEBRATES WITH OUR STELLAR SALES

PROFESSIONALS AT THE 2019 GOLD CLUB AWARDS

21
Michael Hill

International Violin

Competition

The Michael Hill International Violin Competition is the launch-pad for violin

virtuosos; the foundation stone of brilliant musical careers.

With a prize package valued at over NZ$100,000, the “Michael Hill” as

it

is affectionately named, shapes the artistry of 16 of the world’s finest young

violinists. It delivers a sublime, unique experience to violinists and audiences alike.

From concert stages in sub-tropical Auckland and alpine Queenstown, New

Zealand, the globe’s best young violinists deliver platinum-plated performances

over eight magnificent days.

The broadcast of the June 2019 event was enjoyed by 1.3 million around the

world, and the full digital reach was 1.6 million – with “Michael Hill International”

being the most-recognised business partner as attested in audience surveys.

Established two decades ago by entrepreneur and passionate violinist,

New Zealander Sir Michael Hill, the Michael Hill International Violin Competition

is regarded as one of the world’s top violin events. It is New Zealand’s most

prestigious classical music competition and arguably one of its key iconic

events of the calendar.

Closely nurtured by a Board of commercial business people and ardent

arts lovers, the organisation carefully selects international and leading local

luminaries to guide brilliant young talent through competition, intensive master

classes and career development, and launches these artists onto the world stage,

empowered with the necessary skills to broaden their career opportunities.

The Michael Hill International Violin Competition aims to recognise and

celebrate excellence, distinctiveness and musical artistry. It takes pride in New

Zealand Aotearoa’s cultural offerings and showcases its finest artistic talents.

Through our dedicated partnership with this major event, which invites the

world’s celebrated violinists, we are raising the awareness of fine music and the

standards of musical performance that richly impacts the next layer of talent in

New Zealand.

PICTURED: THIS YEAR'S WINNER, ANNA IM FROM SOUTH KOREA PERFORMING AT THE QUARTER FINAL

ROUNDS IN QUEENSTOWN. ANNA WILL BE TOURING ACROSS NEW ZEALAND AND AUSTRALIA IN 2020

AS PART OF HER PRIZE PACKAGE.

michaelhillviolincompetition.co.nz

...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...

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 23
Directors' Report

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 2019.

Principal activities

The Group operates predominately in the retail sale of

jewellery and related services sector in Australia, New

Zealand and Canada.

There were no significant changes in the nature of

the Group’s activities during the year.

Dividends

Dividends paid to members during the financial year

were as follows:

2019 2018

$000 $000

Final ordinary dividend for the year

ended 30 June 2018 of

au2.5¢

(2017 -

au2.5¢) per fully paid share

paid on 28 September 2018

(2017 - 29 September 2017) 9,679 9,685

Interim ordinary dividend for the

year ended 30 June 2019 of

au2.5¢

(2018 -

au2.5¢) per fully paid share

paid on 27 March 2019

(2018 - 29 March 2018) 9,686 9,686

The Directors have declared the

payment of a final dividend of

au1.5¢

per fully paid ordinary share* (2018

-

au2.5¢). The final dividend will be

unfranked for Australian shareholders

and fully imputed for New Zealand

shareholders. The aggregate amount

of the proposed dividend expected to

be paid on 27 September 2019 out of

retained earnings, but not recognised

as a liability at year end is: 5,816 9,686

* This will be declared as conduit foreign income,


therefore no Australian withholding tax will be deducted

from the dividend payment for foreign (non-Australian tax

resident) shareholders.

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.

Review of operations

In Australian dollars, the Group has reported operating

revenue of $569.5m (2018: $575.5m) for the 2019 financial

year, producing earnings before interest and tax ('EBIT')

of $21.1m (2018: $8.9m restated). The Group reported a

net profit after tax ('NPAT') of $16.5m for the 2019 financial

year. Underlying EBIT for the Group was $34.6m for the

year. Underlying EBIT excludes one off costs, including

employee benefit remediation and significant items per

the Non-IFRS Information note on page 29.

OPERATIONAL REVIEW

The Group achieved the following key outcomes for the

2019 financial year:

Key Financial Results

• Statutory net profit after tax increased to $16.5m

(Restated FY18: $1.6m)

• Statutory earnings before interest and tax increased to

$21.1m (Restated FY18: $8.9m)

• Group operating revenues $569.5m (FY18: $575.5m)

• Underlying earnings before interest and tax* $34.6m

(FY18: $40.1m)

• Group same store sales $524.7m (FY18: $542.8m),

down 3.3%

• Gross margin 62.0% (FY18: 63.7%)

• Controlled working capital management with inventory

reduced to $179.5m after one off impairment of $6.0m


Net debt reduction of 11.4% to $24.8m (FY18: $28.0m)

• Equity ratio 46.8% (FY18: 45.9%)


Final dividend of AU 1.5 cents per share, giving a full year

dividend AU 4.0 cents per share (FY18:

au5.0¢ per share)

ROSE GOLD AND DIAMOND RING

FROM THE MARK HILL COLLECTION

24 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT
Operational Performance

• Same store sales momentum recovery continued

throughout the year, finishing with FY19Q4 at +0.7%

• e-commerce sales increased by 43.6% to $16.0m

(FY18: $11.1m)


Branded collection sales represented 32.5% of total sales

• Delivery of a $5m cost out, largely from a reduction in

corporate overhead costs, to annualise in FY20

• A further $5m annualised savings from vendor

negotiations, supply chain efficiencies and other retailing

operating costs to be delivered across FY20 and FY21

• Continued investment in technology as the Company

migrates to a highly integrated IT environment,

including an upgraded inventory management system

• Ten Michael Hill stores opened and eleven under-per-

forming stores were closed (along with five Emma &

Roe stores) during the year, giving a total of 306 stores

trading at year end.

* EBIT and Underlying EBIT are Non-IFRS Information

and are unaudited. Please refer to Non-IFRS Information

on page 29 ofor an explanation of Non-IFRS information

and a reconciliation of EBIT and Underlying EBIT.

The Group reported a net profit after tax (NPAT) of

$16.5m for the full year ending 30 June 2019. Underlying

earnings before interest and tax (EBIT) for the period

was $34.6m (FY18: $40.1m). The decline in EBIT was

partially offset by our cost out program, announced

in February 2019. In addition to compressed margins

arising from the current competitive retail environment

and clearing of aged off range inventory, the results for

FY19 were impacted by employee remediation costs of

$4.5m, one-off aged inventory impairment of $6.0m and

employee restructuring costs of $2.0m as part of the

cost out program.

Same store sales were down 3.3% for the full year

to $524.7m (FY18: $542.8m), due to the Company’s

shift away from aggressive discounting for the first four

months of the year and a competitive retail environment.

Same store sales returned to positive growth in FY19Q4

with an increase of 0.7%.

The continued investment and development of the

Company’s e-commerce business resulted in record

on-line revenue of $16.0m for the full year (up 43.6% on

FY18) and now represents 2.8% of total sales. The launch

of a number of new branded bridal collections and a

concerted marketing focus led to branded collections

representing 32.5% of total product sales for the full year.

The active inventory management program along

with one-off aged inventory impairment of $6.0m has

seen inventory levels reduced to $179.5m at year end

(FY18: $192.1m). This focus on working capital, along with

the cost out program and renegotiated vendor payment

terms, have contributed to the reduction in net debt to

$24.8m from $28.0m in FY18.

Sales from the Group’s Professional Care Plan

(PCP) declined to $28.5m with an amount of $32.9m

recognised as revenue for the full year. At 30 June 2019,

a deferred amount of $77.8m remained on the balance

sheet (FY18: $80.0m).

The company opened ten new stores and closed

eleven under-performing stores along with five Emma &

Roe stores, resulting in 306 stores at year end (including

one remaining Emma & Roe store).

GOLD AND DIAMOND RING

FROM THE MARK HILL COLLECTION

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 25
Segment Results

The operational segments below reflect the performance of the Group's retail operations in each geographic segment.

The segments include trading activity from our online presence and our Canadian in-house credit function. The segments

exclude revenue and expenses that do not relate directly to the relevant 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

prior year following the announcement of their planned closure. As a result, the wind-down of Michael Hill United States

has been included in Corporate/Other and Emma & Roe has been included in the Australian retail segment. The results

below are expressed in local currency.

Michael Hill Australia

OPERATING RESULTS (AU $000) 2019 2018 2017 2016 2015

Revenue from continuing operations 313,587 325,709 321,981 309,457 294,442

Gross margin 194,052 206,303 201,707 194,152 183,582

Gross margin as a % of revenue 61.9% 63.3% 62.6% 62.7% 62.3%

EBIT 32,917 48,621 51,688 49,975 45,933

As a % of revenue 10.5% 14.9% 16.1% 16.1% 15.6%

Number of stores 168 171 166 168 167

Australian retail segment revenue declined by 3.7% to $313.6m (FY18: $325.7m) with gross margin of 61.9% (FY18:

63.3%) during the year. Gross margins were compressed as the Company moved decisively to defend market share in

challenging retail conditions.

In FY20, we expect the Australian retail environment will continue to be challenging, but we are focused on building

momentum off the back of the last quarter of FY19. We expect performance to be driven by improved retail in-store

execution and product newness, strong property portfolio management and continued online revenue growth.

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

• Coomera, Queensland

• DFO Perth, Western Australia

• Harbourtown, Queensland

• Launceston, Tasmania

Eight stores closed during the period. There were 168 stores trading at 30 June 2019, including one Emma & Roe store.

Michael Hill New Zealand

OPERATING RESULTS (NZ $000) 2019 2018 2017 2016 2015

Revenue 120,064 125,239 121,970 122,903 113,983

Gross margin 73,011 77,673 75,204 75,895 70,488

Gross margin as a % of revenue 60.8% 62.0% 61.7% 61.8% 61.8%

EBIT 24,125 27,800 27,836 27,136 23,545

As a % of revenue 20.1% 22.2% 22.8% 22.1% 20.7%

Number of stores 52 52 52 52 52

FX rate for profit translation 1.06 1.09 1.06 1.09 1.07

In New Zealand, retail segment revenue declined by 4.1% to NZ$120.1m (FY18: NZ$125.2m), with a decline in gross margin

to 60.8% (FY18: 62.0%). In FY20, we expect that the New Zealand business will benefit from operational improvements,

continued refinement of the property portfolio and improved cost efficiencies.

Two stores were opened in New Zealand as follows:

• DFO Onehunga, Auckland

• Tauranga Crossing, Tauranga

Two stores closed during the period. There were 52 stores trading at 30 June 2019.

26 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT
Michael Hill Canada

OPERATING RESULTS (CA $000) 2019 2018 2017 2016 2015

Revenue 133,146 130,762 112,721 95,423 79,097

Gross margin 80,726 81,576 69,078 59,252 48,689

Gross margin as a % of revenue 60.6% 62.4% 61.3% 62.1% 61.6%

EBIT 9,797 14,605 12,386 8,929 6,041

As a % of revenue 7.4% 11.2% 11.0% 9.4% 7.6%

Number of stores 86 83 76 67 60

FX rate for profit translation 0.95 0.98 1.00 0.97 0.97

In Canada, the business saw retail segment revenue growth of 1.8% to CA$133.1m (FY18: CA$130.8m), with a decline in

gross margin to 60.6% (FY18: 62.4%). A series of measures to improve productivity and sales were introduced in FY19H2

that are expected to drive performance improvement for FY20.

• Charlottetown, Prince Edward Island

• Quinte Mall, Ontario

• Rideau Centre, Ontario

• St Albert, Alberta

One store closed during the period. There were 86 stores trading at 30 June 2019.

Cash, Cash flow and Dividends

The Group has an equity ratio of 46.8% at 30 June 2019 (45.9% in 2018 restated), and a working capital ratio of 5.0:1 (4.6:1

in 2018). Net operating cash inflows were $39.0m compared to $54.9m the previous year. Net debt at 30 June 2019 was

$24.8m compared to $28.0m at 30 June 2018.

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, which impacted statutory profit after tax, through disciplined inventory and working

capital management, the Group's debt levels reduced.

The Company has declared a final dividend for the year of AU1.5¢ per share, bringing the total dividends paid for

the financial year to 4.0¢. The final dividend will be paid on 27 September 2019, unfranked with conduit foreign income

and fully imputed.

FROM LEFT: GRAND ARPEGGIO AND GRAND ARIA FROM SIR MICHAEL HILL DESIGNER

BRIDAL COLLECTION AND A THREE STONE EVERMORE

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 27
With a strengthened leadership team in place, the focus

will be on the retail fundamentals of the business and

building on the framework of the five strategic priorities

announced with the FY18 results:

• OMNI-CHANNEL:

Building capability to deliver a seamless customer

experience.

• CUSTOMER LOYALTY:

Building data capability to better service customers.

• UNIQUE BRANDED COLLECTIONS:

Escalate our growth of branded collections.

• BRAND POSITION:

Strengthen and grow brand loyalty.

• OPERATIONAL EXCELLENCE:

Enhance execution capability and agility.

These strategic priorities are going to be key drivers to

the success of our business. In addition to delivering

these strategies, the company will be focused on a

number of key initiatives throughout FY20:

1 CONTINUED FOCUS ON COSTS - the cost out

program delivered in FY19 will see annualised full-year

benefits in FY20 of $5m. Management has identified

a further $5m cost reduction program that will be

delivered across FY20 and FY21.

2 RETAIL OPERATING MODEL - the implementation of a

more sophisticated and integrated customer focussed

retail operating model is well underway. This model

will drive regular product newness to our stores, a

structured and consistent marketing platform, and

exciting changes within stores for our customers.

We anticipate that this initiative will drive improved

customer transaction frequency and conversion rates.

Outlook and Key Initiatives for FY20

3 RETAIL FUNDAMENTALS - a deliberate emphasis on

the Company's core disciplines presents a significant

opportunity. A much greater focus is being applied to

retail execution and visual merchandising, enhancing

our brand, inventory management, and cost control.

4 ACCELERATION OF THE BRANDED COLLECTIONS

STRATEGY

- as demonstrated in the second half

of FY19, we have a clear pathway to drive exclusive

Branded Collection sales to 50% over the coming

years. This represents both a sales growth and margin

opportunity with existing customers, and an avenue to

attract new customers to the Michael Hill brand.

5 NEW MERCHANDISE RHYTHM - implementing new

processes and a critical path to ensure that product

newness is brought to market on a regular basis.

A focus on margin mix and margin outcomes via

deliberate product selection will be delivered by way of

multiple strategies.

6 CANADIAN PRODUCTIVITY - Canada presents a

significant opportunity from a productivity perspective.

A plan to drive increased sales per square metre has

been developed, and we will be implementing initiatives

to deliver improved results over the first half of FY20.

7 ONLINE AS A CORE FOCUS - to improve our existing

online customer experience and expanding our digital

platform, while building capability for the future.

28 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT
The Board believe that a

strong Corporate Governance

framework will underpin the

Group’s growth and success...

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 29
Non-IFRS Financial Information

This report contains certain non-IFRS financial measures of

historical financial performance. Non-IFRS financial measures are

financial measures other than those defined or 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 the Group 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 is in line with Regulatory

Guide 230 issued by Australian Securities and Investments

Commission (ASIC) to promote full and clear disclosure for

investors and other users of financial information, and minimise

the possibility of those users being misled by such information.

The measures are used by management and Directors for

the purpose of assessing the financial performance of the Group

and individual segments. The Directors 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)

• Underlying EBIT

• Significant item

CALCULATION OF UNDERLYING EBIT

Underlying EBIT has been calculated

as follows:

2019 2018

restated

$000 $000

EBIT from continuing operations 21,115 45,788

EBIT from discontinued operations - (36,937)

Group Statutory EBIT 21,115 8,851

Add back costs relating to:

Emma & Roe and US closure costs 258 25,505

CEO transition costs 758 -

Employee restructure costs 1,987 -

Impairment of aged inventory 5,954 -

Revaluation of employee benefits - 1,391

Remediation of employee

underpayment 4,536 4,359

Underlying EBIT 34,608 40,106

STRATEGIES AND MITIGATION

The process of updating the

Group’s business continuity plan

and disaster recovery processes

will continue into the coming year.

Additional internal resources have

been put in place and external

consultants continue to be used

to help with penetration testing

and to provide other technical

assessments.

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 resources

to the business.

A structured plan of system review

involving significant investment

has begun to facilitate the upgrade

of our key business systems.

We are committed to improving

and differentiating the brand

from our existing competitors to

create a point of difference and

increase market share. This in

itself helps mitigate the risk of

other competitors entering our

key markets and taking material

market share.

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.

The Group is in the process

of investing in improved IT

infrastructure and capabilities

with a goal to meet the rapidly

changing retail environment and

focus on consumer demands.

RISK MANAGEMENT

RISK

Inadequate business

continuity program and/

or disaster recovery

strategies

Insufficient leadership

talent to meet growth

plans

Systems capability does

not meet demands of

business

Risk of a disruptor

or new competition

entering our markets

Breach of regulation or law

in one of our jurisdictions

in an increasingly

complex legal compliance

environment

Inability to adjust to the

rapidly changing consumer

segment and retail

environment

The Board believe that a strong Corporate Governance

framework will underpin the Group’s growth and success. The

Company regularly reviews its risk management framework and

has identified the following at risk areas and mitigating strategies:

Environmental regulation

The Group has determined that no particular or significant

environmental regulations apply to it.

30 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT
Information on

Directors

From left: Gary Smith, Emma Hill, Sir Michael Hill, Janine Allis

and Robert Fyfe. Information on the Directors of Michael Hill

International Limited in office during the financial year and until

the date of this report follows.

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 31
Emma Jane

Hill

(Chair)

B.COM, M.B.A.

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

OF LISTED ENTITIES

none

FORMER DIRECTORSHIPS IN LAST

3 YEARS OF LISTED ENTITIES

none

RESPONSIBILITIES

Chair

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.

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. In

2008 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

OF LISTED ENTITIES

none

FORMER DIRECTORSHIPS IN LAST

3 YEARS OF LISTED ENTITIES

none

RESPONSIBILITIES

Non-Executive Director

INTERESTS IN SHARES AND

OPTIONS

148,330,600

Ordinary Shares

Gary Warwick

Smith

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

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 is a

Chartered Accountant and

a Fellow of the Australian

Institute of Company

Directors.

OTHER CURRENT DIRECTORSHIPS

OF LISTED ENTITIES

Flight Centre Travel

Group Limited

FORMER DIRECTORSHIPS IN LAST

3 YEARS OF LISTED ENTITIES

none

RESPONSIBILITIES

Non-Executive and

Independent Director

Chair Audit and Risk

Management Committee

Member People

Development and

Remuneration

Committee

INTERESTS IN SHARES AND

OPTIONS

80,000

Ordinary Shares

Robert Ian

Fyfe

B.ENG, F.E.N.Z

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 Great Britain.

OTHER CURRENT DIRECTORSHIPS

OF LISTED ENTITIES

Air Canada

FORMER DIRECTORSHIPS IN LAST

3 YEARS OF LISTED ENTITIES

none

RESPONSIBILITIES

Non-Executive and

Independent Director

Chair People

Development and

Remuneration

Committee

Member Audit and Risk

Management Committee

INTERESTS IN SHARES AND

OPTIONS

1,513,640

Ordinary Shares

Janine Suzanne

Allis

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 Retail Zoo

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 billion in 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 business in the last

20 years.

OTHER CURRENT DIRECTORSHIPS

OF LISTED ENTITIES

none

FORMER DIRECTORSHIPS IN LAST

3 YEARS OF LISTED ENTITIES

none

RESPONSIBILITIES

Non-Executive and

Independent Director

Member Audit and Risk

Management Committee

INTERESTS IN SHARES AND

OPTIONS

551,745

Ordinary Shares

32 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 33
Company Secretary

The Company Secretary is Andrew Lowe, who is also the Chief Financial

Officer of the Group. Andrew was

appointed to the position of Company

Secretary on 1 March 2019, having held that position previously (15 December

2017 to 22 January 2018).

Andrew holds a Bachelor of Commerce, a Bachelor of Laws (Hons) and

a Masters of Applied Finance, and is a qualified Chartered Accountant and a

Chartered Taxation Adviser of the Taxation Institute of Australia. Andrew has

extensive experience in finance and leadership roles across a range of listed

corporate groups with Australian and offshore operations.

Prior to Andrew’s appointment, Katherine Hammond was Company

Secretary from 22 January 2018 and resigned with effect from 1 March 2019.

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 2019, and the numbers

of meetings attended by each Director were:


Full meetings


Meetings of committees


of Directors

Audit and Risk

People Development

Management and Remuneration

Meetings Meetings Meetings Meetings Meetings Meetings

attended held* attended held* attended held*

E J Hill 13 13 - - 7 7

Sir R M Hill 9 13 - - - -

G W Smith 11 13 4 4 6 7

R I Fyfe 12 13 4 4 7 7

J S Allis 10 13 3 4 - -

* 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 People Development and

Management Committee and Remuneration Committee

Gary Smith

c

Rob Fyfe

c

Janine Allis Emma Hill

Rob Fyfe Gary Smith

c

designates chair of the committee.

34 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
Our Remuneration

objectives: To attract,

motivate and retain

executive talent and to

create shareholder value

through equity.

SILVER CUFF BRACELET AND GOLD AND DIAMOND

RING FROM THE MARK HILL COLLECTION

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 35
Audited

Remuneration Report

The Directors present the 2019 Michael Hill International

Limited remuneration report, outlining key aspects of our

remuneration policy and framework, and remuneration

awarded during the 2019 financial year. The information

provided in this remuneration report has been audited as

required by section 308(3C) of the Corporations Act 2001.

Remuneration framework

REMUNERATION POLICY AND LINK TO PERFORMANCE

Our People Development and Remuneration Committee

(the Committee) is a Committee of the Board and is

made up of two independent non-executive Directors

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 obtains independent

advice every three years on the appropriateness of

remuneration practices of the Group given trends in

comparative companies both locally and internationally,

and the objectives of the Group’s remuneration strategy.

It is primarily responsible for making recommenda-

tions 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.

The Committee is responsible for assessing performance

against key performance indicators ('KPIs') and

determining the short-term incentive ('STI') and

long-term incentive ('LTI') to be paid. In the event of

serious misconduct or a material misstatement in the

Company’s financial statements, the Committee can

cancel or defer performance-based remuneration.

The Committee’s objective is to ensure that

remuneration policies and structures are fair and

competitive and aligned with the long-term interests

of the Company. The role of the Committee is set out

in more detail in the Corporate Governance Statement

(link to website below). The ASX Corporate Governance

Principles and Recommendations rules and principles

may materially differ from NZX's Corporate Governance

rules and NZX Code.

http://investor.michaelhill.com/corporate-policies-compliance

REMUNERATION OBJECTIVES

The following objectives inform the determination of

remuneration related decisions:

• Attract, motivate and retain executive talent

• Reward the achievement of strategic objectives

• The creation of reward differentiation to drive

performance values and behaviours

• Shareholder value creation through equity.

KEY MANAGEMENT PERSONNEL

Key management personnel ('KMP'), including Directors

of the Company and other executives, have authority and

responsibility for planning, directing and controlling the

activities of the Group.

For the 2019 financial year, it was determined that

the KMPs of Michael Hill International were:

• Chief Executive Officer (CEO) -

Daniel Bracken (appointed 15 November 2018)

• Chief Executive Officer (CEO) -

Phil Taylor (ceased 21 September 2018)

• Chief Financial Officer (CFO) - Andrew Lowe

• Chief Operating Officer (COO) - Andrea Slingsby

(COO is a new role, appointed 9 January 2019)

• Chief Brand & Customer Officer (CB&CO) -

Vanessa Brennan (ceased 9 January 2019)

1


• Chief Information Officer (CIO) -

Matt Keays (ceased 9 January 2019)

2

• Group Executive Supply Chain (GESC) -

Galina Hirtzel (ceased 6 August 2018)

3

• Group Executive Human Resources (GEHR) -

Stewart Silk (ceased 3 September 2018)

4

1

Ms Brennan ceased as a KMP on 9 January 2019 and

remains employed by the Company. The remuneration

details of the CB&CO contained in this remuneration

report relate to the period the CB&CO was a KMP.

2 Mr Keays ceased as a KMP 9 January 2019 and

remains employed by the Company. The remuneration

details of the CIO contained in this remuneration

report relate to the period the CIO was a KMP.

3 Ms Hirtzel ceased as a KMP on 6 August 2018 and

remains employed by the Company. The remuneration

details of the GESC contained in this remuneration

report relate to the period the GESC was a KMP.

4 Mr Silk ceased as a KMP on 3 September 2018 and

was employed by the Company until 30 July 2019. The

remuneration details of the GEHR contained in this

remuneration report relate to the period the GEHR

was a KMP.

36 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
EXECUTIVE REMUNERATION FRAMEWORK

The executive remuneration structure has three components: Total Fixed Remuneration (TFR), STI and LTI.

Compensation levels are reviewed annually by the 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

.

In FY19, the performance linked component of compensation comprises approximately 10.5% of total payments to

senior executives (FY18: 10.7%).

Changes for FY20

A full remuneration review has been completed in 2019. This included analysis and advice from external remuneration

consultants on the competitiveness and suitability of the current TFR, STI and LTI of KMP. It also considered available

market information.

Total target remuneration mix for FY20 is below. It reflects the STI opportunity for the FY20 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.

TFR

TFR is set based on relevant

market relativities, reflecting

responsibilities,performance,

qualifications, experience and

geographic location

Base salary plus any fixed

elements including superan-

nuation and leave entitlements

TFR will generally be positioned

at the median compared to

relevant market based data.

Expertise and performance in

the role are also considerations


Determination

Delivery

Strategic intent

STI

On target performance is

determined as a percentage of

TFR and paid as cash

70% is directly aligned to

achieving a Group EBIT target

and other related items. 30%

is based on achievement of

individual performance and

development plans

Performance incentive is

directed to achieving Board

approved targets, reflective of

market circumstances

LT I

An issue of share rights is

made to participants of the

scheme, the quantum being a

% of the STI earned

Alignment of executive

incentives with the long term

performance is achieved by

way of a deferred remuneration

component

LTI is intended to reward

executive KMP for sustainable

long-term growth aligned to

shareholders' interests

Other KMP

50% of TFR

30% of TFR

COO

50% of TFR

35% of STI earned

CFO

50% of TFR

30% of STI earned

CEO

70% of TFR

50% of STI earned

Short term incentive

potentional value

Long term incentive

potentional value

The weighting and potential of STI and LTI for KMP is:

49%

60%

69%

68%

34%

30%

24%

25%

17%

10%

7%

7%

CEO

Other KMP

GESC

GEHR

■ TFR ■ STI ■ LT I

Remuneration levels are reviewed annually by the Committee through a process that considers individual, segment and

overall performance of the Group. The 2018-2019 remuneration policy settings for KMP for total target remuneration mix

are as follows:

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 37
SHORT-TERM INCENTIVE SCHEME

The short term incentive scheme is detailed in

performance and development plans ('PDPs') that are

agreed at the start of the reporting period. The KPIs are

in the form of a balanced scorecard, where performance

against key deliverables across financial, strategy, business

improvement, customer and people areas are measured.

The scheme is supported by an ongoing

performance management system, along with integrated

reporting for visibility and transparency of progress by

each senior executive. The framework 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. Performance

against KPIs is formally measured on a biannual basis and

informally in regular meetings. The STI component is paid

on an annual basis if the Group financial performance

target and performance hurdle/s are met. The STI for

the individual KPI component is paid biannually post the

performance review. The Committee review the PDPs

of each Group Executive to determine achievement,

entitlement and eligibility for payment.

The policy and framework cascades from the CEO

to group executives and further down through the levels

of management. This aims 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 of leadership. This includes

personal development plans and leadership performance.

LONG-TERM INCENTIVE SCHEME

The Company introduced a deferred compensation

plan ('LTI') involving the grant of share rights to eligible

participants in the 2015-16 financial year. This was

approved by shareholders at the Company’s Annual

General Meeting held on 31 October 2016. Prior to that,

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 relate to

the entitlements set in prior years. Options previously

issued are detailed in this report.

Under the LTI 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

the STI payment earned. The share rights progressively

vest 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 participant is deemed a 'Good Leaver' pursuant

to the LTI plan rules. During the year, Mr Taylor retired

from his position as CEO and, having been deemed a

‘Good Leaver’ the Board, waived the vesting conditions

of the share rights already issued to him as at his date of

resignation.

Feature

Opportunity/ % value of the respective STI which is issued

Allocation 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.

Tranches

Year 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.

Exercise Once the rights have vested, Participants

can exercise them. They can be exercised

by completing and returning to the

Company an Exercise Notice.

Expiry Rights will expire on the date 15 years from

the grant date.

38 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
CONSEQUENCES OF PERFORMANCE ON SHAREHOLDER WEALTH

In considering the Group’s performance and benefits for shareholder wealth, the Committee have regard to the following

indices in respect of the current financial year and the previous four financial years.

2019 2018 2017 2016 2015

Restated Restated Restated Restated

$000 $000 $000 $000 $000

NPAT 16,498 1,557 29,654 16,771 24,987

NPAT from continuing operations 16,498 31,765 41,138 23,524 30,452

EBIT* 21,115 8,854 43,840 43,050 38,108

EBIT from continuing operations* 21,115 45,787 58,055 50,416 44,605

Underlying EBIT* 34,608 40,106 48,117 47,058 42,061

Dividend payments 19,365 19,371 19,264 17,490 23,176

Share price as at 30 June (NZ$ 2016 to 2014) $0.54 $0.97 $1.11 $1.14 $1.06

Return on shareholders equity 9.4% 17.4% 20.9% 12.9% 16.5%

Return on average total assets 4.3% 8.2% 10.5% 6.3% 8.8%

Please refer to note 3(b) regarding the restatement of prior period results.

*

EBIT and Underlying EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information on page 29

for an explanation of Non-IFRS information and a reconciliation of EBIT and Underlying EBIT.

EBIT is considered the primary financial performance target in setting the STI. Profit amounts for 2015 to 2019 have

been prepared in 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 IFRS as

issued by the International Accounting Standards Board.

The overall level of remuneration takes into consideration 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, other than statutory

superannuation, as part of the terms and conditions of their appointment, except as detailed below for the CEO.

LOANS TO KEY MANAGEMENT PERSONNEL

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

SERVICE CONTRACTS

It is the Group's policy that service contracts for KMP, 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.

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

notice. The Group retains the right to terminate a contract immediately by making payment equal to three months'

pay in lieu of notice for those two KMP. KMP are also entitled to receive on termination of employment their statutory

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

The service contract outlines the components of remuneration but does not prescribe how remuneration

levels are modified year to year. The Committee reviews remuneration levels each year to take into

consideration 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 the remuneration policy.

DIAMOND RING FROM THE

SOUTHERN STAR COLLECTION

CEO CONTRACT
The Group has entered into a service contract with the

CEO, Daniel Bracken, who was appointed CEO on

15 November 2018 and had a probationary period of six

months. The service contract is terminable on six months

notice. Otherwise, the Group may terminate Mr Bracken's

position for serious misconduct or professional negligence.

The remuneration payable to Mr Bracken was as follows:

a) Total Fixed Remuneration - $950,000 (inclusive of the

statutory superannuation contributions but excluding

leave provisions).

b) Short terms incentives (STI) - 70% of base salary

payable in cash on performance of agreed Group

profit targets based on EBIT target and other related

items achievement (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 50% 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 Bracken is

deemed a 'Good Leaver' pursuant to the LTI plan rules.

In addition, Mr Bracken was provided with support relating

to his relocation and is entitled to the following benefits:

a) coverage of costs associated with moving personal

and household items.

b) access to a relocation consultant to provide

resettlement assistance.

c) economy class airfares for his family’s relocation to be

used within the first 12 months of employment.

Mr Bracken 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.

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.

DIRECTOR CONSULTING AGREEMENT

Michael Hill Group Services Pty Limited ACN 134

562 440, a subsidiary of Michael Hill International

Limited (MHIL), previously entered into a consultancy

agreement (Consultancy Agreement) with Robert Ian

Fyfe providing mentoring support to Mr Taylor. 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.

This consultancy agreement effectively terminated

upon Mr Taylor's retirement announcement on 21

September 2018. Mr Fyfe’s mentoring was non-pre-

scriptive and Mr Fyfe did not participate in management

decisions. Mr Fyfe and the Board consider that Mr Fyfe

maintained 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 accounted

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. No amounts were

paid pursuant to the Consultancy Agreement for FY19.

SERVICES FROM REMUNERATION CONSULTANTS

The Committee engaged a remuneration consultant

during the 2016 financial year to review the amount and

elements of KMP remuneration and provide recommen-

dations in relation thereto.

During the 2019 financial year, there was an internal

review completed and the Committee were satisfied with

the results of this review. There is no intention to engage

a remuneration consultant during the 2020 financial year.

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 based on advice

from external advisors with reference to fees paid to

other non-executive Directors of comparable companies.

Directors’ base fees for the 2018-19 year were $98,332

per annum. Where a Director serves as Chair on the

People Development and Remuneration Committee they

are entitled to an additional payment of $20,420 per

annum. Where a Director serves as Chair on the Audit

and Risk Committee they are entitled to an additional

payment of $30,630 per annum. It is the Company’s

policy to increase directors’ fees annually at the

commencement of each financial year of the Company,

in accordance with the consumer price index. 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 Directors do not receive performance-re-

lated compensation. Directors’ fees cover all main board

activities and membership of committees.

Non-executive directors are not provided with

retirement benefits apart from statutory superannuation.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 39

40 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
DIRECTOR AND KMP 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:

Share-

Post- based

Short-term Long-term employment payments

Salary & STI cash Other

Non-monetary Total Long service Superannuation Termination Options Total Proportion Value of

fees bonus (a) (b) benefits leave benefits benefits and rights remuneration options as

(relocation) (c) performance proportion of

related remuneration

Non-executive Directors $ $ $ $ $ $ $ $ $ $ % %

Emma Jane Hill

2019 197,047 - - - 197,047 - - - - 197,047 - -

2018 193,610 - - - 193,610 - - - - 193,610 - -

Sir Richard Michael Hill

2019 98,523 - - - 98,523 - - - - 98,523 - -

2018 96,805 - - - 96,805 - - - - 96,805 - -

Gary Warwick Smith

2019 117,628 - - - 117,628 - 11,175 - - 128,803 - -

2018 115,804 - - - 115,804 - 11,001 - - 126,805 - -

Robert Ian Fyfe

(b)


2019 118,878 - - - 118,878 - - - - 118,878 - -

2018 116,805 - 84,000 - 200,805 - - - - 200,805 - -

Janine Suzanne Allis

2019 89,799 - - - 89,799 - 8,533 - - 98,332 - -

2018 96,805 - - - 96,805 - - - - 96,805 - -

Total Director remuneration

2019 621,875 - - - 621,875 - 19,708 - - 641,583 - -

2018 619,829 - 84,000 - 703,829 - 11,001 - - 714,830 - -

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 41
Share-

Post- based

Short-term Long-term employment payments

Salary & STI cash Other

Non-monetary Total Long service Superannuation Termination Options Total Proportion Value of

fees bonus (a) (b) benefits leave benefits benefits and rights remuneration options as

(relocation) (c) performance proportion of

related remuneration

Non-executive Directors $ $ $ $ $ $ $ $ $ $ % %

Daniel Bracken, CEO

(appointed 15/11/2018)

2019 594,726 69,300 - 19,970 683,996 9,327 15,385 - - 708,708 9.78 -

Phil Taylor, CEO

(ceased 21/9/2018)

2019 192,680 58,508 - - 251,188 8,830 6,731 - 71,794 338,543 17.28 21.21

2018 720,306 119,407 - - 839,713 20,625 19,427 - 313,940 1,193,705 10.00 26.30

Andrew Lowe, CFO

2019 403,807 42,273 - - 446,080 8,107 24,355 - 5,067 483,609 8.74 1.05

2018 180,200 47,320 - - 227,520 2,890 15,981 - 2,979 249,370 18.98 1.19

Andrea Slingsby, COO

(appointed 9/1/2019)

2019 217,708 25,900 - - 243,608 3,597 11,538 - - 258,743 10.01 -

Vanessa Brennan, CB&CO

(appointed 15/1/2018)

(ceased 9/1/2019)

2019 236,298 37,014 - - 273,312 3,637 12,981 - 3,963 293,893 12.59 1.35

2018 192,980 70,000 - - 262,980 2,976 17,018 - 4,113 287,087 24.38 1.43

Matt Keays, CIO

(ceased 9/1/2019)

2019 174,788 13,372 - - 188,160 3,128 12,981 - 8,154 212,423 6.30 3.84

2018 324,316 30,802 - - 355,118 5,596 25,000 - 14,461 400,175 7.70 3.61

Galina Hirtzel, GESC

(ceased 6/8/2018)

2019 30,160 2,982 - - 33,142 445 2,885 - 1,908 38,380 7.77 4.97

2018 281,606 24,609 - - 306,215 6,243 23,355 - 34,682 370,495 6.64 9.36

Stewart Silk, GEHR

(ceased 3/9/2018)

2019 44,962 - - - 44,962 625 4,327 - 2,714 52,628 - 5.16

2018 216,018 6,830 - - 222,848 5,462 22,443 - 32,689 283,442 2.41 11.53

Total KMP

remuneration

2019 1,895,129 249,349 - 19,970 2,164,448 37,696 91,183 - 93,600 2,386,927 10.45 3.92

2018 1,915,426 298,968 - - 2,214,394 43,792 123,224 - 402,864 2,784,274 10.74 14.47

Total Director and

KMP remuneration

2019 2,517,004 249,349 - 19,970 2,786,323 37,696 110,891 - 93,600 3,028,510 8.23 3.09

2018 2,535,255 298,968 84,000 - 2,918,223 43,792 134,225 - 402,864 3,499,104 8.75 11.80

Notes in relation to the table of Director and KMP remuneration:

a) The short-term incentive bonus is for performance during the respective financial year using the criteria set out on page 36. The amount was determined

on 15 August 2019 after performance reviews were completed and approved by the People Development and Remuneration Committee.

b) The amount of $200,805 in respect of Robert Ian Fyfe’s 2018 salary & fees comprises an amount of $116,805 in respect of director fees and an amount

of $84,000 in respect of services provided pursuant to a consultancy agreement (Consultancy Fees); the Consultancy Fees comprised an amount of

$64,000 paid to Rob Fyfe and an amount of $20,000 paid to The People Shop Ltd.

c) The fair value of options is calculated at the date of grant using the Binomial option-pricing model and allocated to each reporting period evenly

over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options recognised as an expense in each

reporting period. The amounts displayed above for each of Ms Brennan, Mr Keays, Ms Hirtzel and Mr Silk relate to compensation for services during

the period from 1 July 2018 to the date that person ceased being a KMP (For Ms Brennan - 9 January 2019; Mr Keays - 9 January 2019; for Ms Hirtzel

- 6 August 2018; for Mr Silk - 3 September 2018).

42 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
ANALYSIS OF BONUSES INCLUDED IN REMUNERATION

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

detailed below.

Target bonus Included in Amounts Vested in year

Short-term incentive bonus available $ remuneration $ (a) forfeited $ (b) %

KMPs

Daniel Bracken 424,459 69,300 355,159 100%

Phil Taylor 130,249 58,508 71,741 100%

Andrew Lowe 225,000 42,273 182,727 100%

Andrea Slingsby 117,808 25,900 91,908 100%

Vanessa Brennan


(c)

81,251 37,014 44,237 100%

Matt Keays


(c)

63,959 13,372 50,587 100%

Galina Hirtzel


(c)

8,820 2,982 5,838 100%

Stewart Silk


(c)

15,255 - 15,255 100%

a) Amounts included in remuneration for the financial year represent 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 14 August 2019.

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

c) The amounts displayed above for each of Ms Brennan, Mr Keays, Ms Hirtzel and Mr Silk relate to compensation for

services during the period from 1 July 2018 to the date that person ceased being a KMP (For Ms Brennan - 9 January

2019; for Mr Keays - 9 January 2019; for Ms Hirtzel - 6 August 2018; for Mr Silk - 3 September 2018).

ROSE GOLD AND WHITE GOLD RINGS FROM THE EVERMORE COLLECTION

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 43
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

MODIFICATION OF TERMS OF EQUITY-SETTLED SHARE-BASED PAYMENT TRANSACTIONS

No terms of equity-settled share-based payment transactions (including options 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 to AU$ with reference to the Reserve Bank of Australian foreign exchange rate on that date.

UNISSUED SHARES

As at the date of this report, there were 2,500,000 unissued ordinary shares under options. Option holders do not have

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

ANALYSIS OF OPTIONS AND RIGHTS OVER EQUITY INSTRUMENTS GRANTED AS COMPENSATION

No options were held by KMPs as at the date of this report.

SHARE RIGHTS

The number of share rights issued to KMP and senior executives during the last financial year was 224,670 share rights.

Of these, share rights issued to KMP are set out below.

Number of Fair value

share rights issued per share right

KMP $

Daniel Bracken - -

Phil Taylor - -

Andrew Lowe 17,298 0.54

Andrea Slingsby - -

Vanessa Brennan - -

Matt Keays - -

Galina Hirtzel - -

Stewart Silk - -

The above relates to share rights issued during tenure as KMP during the period from 1 July 2018 to the date that

person ceased being a KMP (For Ms Brennan - 9 January 2019; Mr Keays - 9 January 2019; for Ms Hirtzel - 6 August

2018; for Mr Silk - 3 September 2018).

RECONCILIATION OF OPTIONS AND SHARE RIGHTS HELD BY KMP

The table below shows a reconciliation of options held by each KMP during the 2019 financial year. All vested

options are exercisable during the period commencing on the date immediately following the announcement of the

Company’s annual financial results for the 5th year following the vesting year and ending on 30 September 2028.

Balance at the start Balance at the end

of the year of the year

Vested Unvested Vested Exercised Forfeited Ceased to Vested and Un-vested

be KMP exercisable

Phil Taylor 1,500,000 - - - - (1,500,000) - -

Galina Hirtzel - 900,000 - - - (900,000) - -

Stewart Silk - 900,000 - - - (900,000) - -

Total 1,500,000 1,800,000 - - - (3,300,000) - -

No options were exercised during the period.

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

44 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
This table below details share rights that were issued, vested and forfeited during the year for each KMP.


Balance Granted Vested Forfeited Ceased Balance at

at start of during as KMP end of year

the year the year (unvested)

Number Number Number Number Number Number

Daniel Bracken - - - - - -

Phil Taylor

(a)

622,163 - - - (622,163) -

Andrew Lowe - 17,298 - - - 17,298

Andrea Slingsby - - - - - -

Vanessa Brennan

(b)

- - - - - -

Matt Keays

(b)

35,261 - - - (35,261) -

G Hirtzel

(b)

30,219 - - - (30,219) -

S Silk

(b)

25,362 - - - (25,362) -

Total 713,005 17,298 - - (713,005) 17,298

Share rights relating to the current reporting period are anticipated to be granted in late 2019. The number of shares

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

a) Mr Taylor ceased as a KMP on 21 September 2019 and retired from the Company on 18 March 2019. As at the date

of Mr Taylor’s retirement, the Company had granted to him 311,487 share rights pursuant to the rules of the CFO

Retention Plan, the Interim CEO Remuneration Package and the Employee Incentive Scheme he participated in as

CEO with other executives (as detailed in the Company’s last Remuneration Report). The vesting conditions of those

311,487 granted share rights (of 3 years’ continuous employment from the date of grant) had not been met as at the

date of Mr Taylor’s retirement. However, Mr Taylor was deemed a ‘Good Leaver’ under the rules of each of those plans

and the Board accordingly waived the vesting conditions in relation to the share rights. 311,487 ordinary class shares

in the Company were issued to Mr Taylor on 9 May 2019.

b) The amounts displayed above for each of Mr Keays, Ms Hirtzel and Mr Silk relate to compensation for services during

the period from 1 July 2018 to the date that person ceased being a KMP (For Mr Keays - 9 January 2019; for Ms Hirtzel

- 6 August 2018; for Mr Silk - 3 September 2018).

VOTING OF SHAREHOLDERS AT LAST YEAR'S ANNUAL GENERAL MEETING

Michael Hill International Limited received 99.7% of “yes” votes on its remuneration report for the 2018 financial year.

The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

INSURANCE OF OFFICERS AND INDEMNITIES

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 Deed of 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. This insurance 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.

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 the general standard of independence for auditors imposed

by the Corporations Act 2001. The nature and scope of each type 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:

2019 2018

$ $

Ernst & Young firm advisory fees 127,512 170,231

Total remuneration for non-audit services 127,512 170,231

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 45
AUDITOR'S INDEPENDENCE DECLARATION

A copy of the auditor's independence declaration as

required under section 307C of the Corporations Act 2001

is set out on page 46.

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 15 August 2019 in accordance with

a resolution of Directors as required by section 298 of the

Corporations Act 2001.

E. J. Hill, Chair

Brisbane

15 August 2019

46
Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

T +61 7 3011 3333

F +61 7 3011 3100

ey.com/au

As lead auditor for the audit of the financial report of Michael Hill International Limited

for the financial year ended 30 June 2019, I declare to the best of my knowledge and

belief, there have been:

a)

no contraventions of the auditor independence requirements of the Corporations

Act 2001 in 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

15 August 2019

Auditor’s Independence Declaration

to the Directors of

Michael Hill International Limited

COLOURED STONE ENGAGEMENT RINGS

FROM THE EVERMORE COLLECTION

MICHAEL HILL INTERNATIONAL LIMITED 2019 CHAIR REVIEW 47
Financial

Statements

ABN 25 610 937 598

The Directors present the

consolidated financial statements of

Michael Hill International Limited for

the year ended 30 June 2019

48 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

49 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

50 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

51 CONSOLIDATED CASH FLOW STATEMENT

52 NOTES TO THE FINANCIAL STATEMENTS

97 DIRECTORS' DECLARATION

98 AUDITOR'S REPORT

102 ASX LISTING RULES – ADDITIONAL INFORMATION

48 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
NOTES 2019 2018


Restated

$000 $000

Revenue from continuing operations 5 569,500 575,539

Other income 6(a) 1,555 1,074

Cost of goods sold (216,468) (208,657)

Employee benefits expense 6(b) (163,177) (156,298)

Occupancy costs (60,587) (58,074)

Marketing expenses (33,732) (31,433)

Selling expenses (24,636) (26,708)

Impairment of property, plant and equipment 9(b) (289) (348)

Impairment of other assets (1,823) (134)

Depreciation and amortisation expense 6(b) (19,366) (18,694)

Loss on disposal of property, plant and equipment (619) (522)

Other expenses (29,083) (29,948)

Finance costs 6(b) (2,464) (2,690)

Profit before income tax 18,811 43,107

Income tax expense 7 (2,313) (11,342)

Profit from continuing operations 16,498 31,765

Profit/(loss) from discontinued operations 14 - (30,208)

Profit for the year 16,498 1,557

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Gains on cash flow hedges 10(b) (323) 996

Currency translation differences arising during the year 10(b) 4,911 320

Other comprehensive income for the year, net of tax 4,588 1,316

Total comprehensive income for the year 21,086 2,873

Total comprehensive income for the year is attributable to:

Owners of Michael Hill International Limited 21,086 2,873

Total comprehensive income for the year attributable to

owners of Michael Hill International Limited arises from:

Continuing operations 21,086 33,081

Discontinuing operations - (30,208)

21,086 2,873

Earnings per share for profit attributable to the ordinary equity

holders of the Company, attributable to continuing operations:

Basic earnings per share 22 4.26¢ 8.20¢

Diluted earnings per share 22 4.25¢ 8.19¢

Earnings per share for profit attributable to the

ordinary equity holders of the Company:

Basic earnings per share 22 4.26¢ 0.40¢

Diluted earnings per share 22 4.25¢ 0.40¢

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

accompanying notes.

Consolidated statement of

comprehensive income

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS AS AT 30 JUNE 2019 49
Consolidated statement of

financial position

NOTES 2019 2018


Restated

ASSETS $000 $000

Current assets

Cash and cash equivalents 8(a) 7,923 7,220

Trade and other receivables 8(b) 29,656 25,381

Contract assets 5(b) 701 799

Right of return assets 5(b) 291 -

Inventories 9(a) 179,503 192,074

Derivative financial instruments 12(a) - 245

Current tax receivables 9(e) 2,295 -

Other current assets 2,935 2,889

Total current assets 223,304 228,608

Non-current assets

Trade and other receivables 8(b) 6,985 2,665

Property, plant and equipment 9(b) 63,213 66,666

Deferred tax assets 9(d) 67,708 68,022

Intangible assets 9(c) 15,439 12,626

Contract assets 5(b) 1,438 1,695

Other non-current assets 1,106 1,193

Total non-current assets 155,889 152,867

Total assets

379,193 381,475

LIABILITIES

Current liabilities

Trade and other payables 8(d) 44,548 49,340

Contract liabilities 5(b) 26,054 -

Derivative financial instruments 8(f) 468 390

Current tax liabilities 9(f) 1,367 2,696

Provisions 9(g) 31,441 29,808

Deferred revenue 9(h) 1,252 26,476

Total current liabilities 105,130 108,710

Non-current liabilities

Contract liabilities 5(b) 55,813 -

Borrowings 8(e) 32,704 35,213

Provisions 9(g) 6,947 4,907

Deferred revenue 9(h) 1,847 57,720

Total non-current liabilities 97,311 97,840

Total liabilities 202,441 206,550

Net assets 176,752 174,925

EQUITY

Contributed equity 10(a) 10,984 10,266

Reserves 10(b) 5,805 1,829

Retained profits 10(b) 159,963 162,830

Total equity 176,752 174,925

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

50 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Notes Contributed Share Foreign Cash flow Retained Total

equity based currency hedge profits equity

Attributable to owners of

payments translation reserve

Michael Hill International Limited reserve reserve

$000 $000 $000 $000 $000 $000

Balance at 1 July 2017 10,015 1,136 285 (1,141) 191,888 202,183

Correction of error (net of tax) 3(b) - - - - (11,244) (11,244)

Total equity at the beginning

of the financial year 10,015 1,136 285 (1,141) 180,644 190,939

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

Correction of error (net of tax) 3(b) - - - - (3,053) (3,053)

Restated profit for the year - - - - 1,557 1,557

Currency translation differences - - 320 - - 320

Currency forward contracts 8(f) - - - 337 - 337

Interest rate swaps 8(f) - - - 659 - 659

Total comprehensive income for the year - - 320 996 1,557 2,873

Transactions with members

in their capacity as owners:

Dividends paid 13(b)(i) - - - - (19,371) (19,371)

Option expense through share based

payments reserve 20(c) - 42 - - - 42

Transfer option reserve to contributed

equity on exercise of options 251 (251) - - - -

Share rights expense through

share based payments reserve 20(c) - 442 - - - 442

251 233 - - (19,371) (18,887)

Balance at 30 June 2018 10,266 1,369 605 (145) 162,830 174,925

Profit for the year - - - - 16,498 16,498

Currency translation differences - - 4,911 - - 4,911

Currency forward contracts 8(f) - - - (390) - (390)

Interest rate swaps 8(f) - - - 67 - 67

Total comprehensive income for the year - - 4,911 (323) 16,498 21,086

Transactions with members

in their capacity as owners:

Dividends paid 13(b)(i) - - - - (19,365) (19,365)

Option expense through share based

payments reserve 20(c) - 11 - - - 11

Issue of share capital on

vesting of share rights 10(a) 490 (490) - - - -

Transfer option reserve to contributed

equity on forfeiture of options 10(a) 228 (228) - - - -

Share rights expense through

share based payments reserve 20(c) - 95 - - - 95

718 (612) - - (19,365) (19,259)

Balance at 30 June 2019 10,984 757 5,516 (468) 159,963 176,752

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

See note 3(b) for details regarding the restatement as a result of an error and note 2(x) for details about restatements

for changes in accounting policies.

Consolidated statement of changes in equity

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 51
NOTES 2019 2018


Restated

$000 $000

Cash flows from operating activities

Receipts from customers (inclusive of GST and sales taxes) 618,416 671,165

Payments to suppliers and employees

(inclusive of GST and sales taxes) (536,855) (570,280)

81,561 100,885

Interest received 160 10

Other revenue 1,303 1,078

Interest paid (2,474) (2,794)

Income tax paid (5,245) (6,448)

Net GST and sales taxes paid (36,336) (37,838)

Net cash inflow from operating activities 11 38,969 54,893

Cash flows from investing activities

Proceeds from sale of property, plant and equipment 432 549

Payments for property, plant and equipment 9(b) (10,753) (17,890)

Payments for intangible assets 9(c) (5,381) (6,665)

Net cash (outflow) from investing activities (15,702) (24,006)

Cash flows from financing activities

Proceeds from borrowings 128,800 116,500

Repayment of borrowings (132,000) (126,500)

Dividends paid to Company's shareholders 13(b) (19,365) (19,371)

Net cash (outflow) from financing activities (22,565) (29,371)

Net increase in cash and cash equivalents 702 1,516

Cash and cash equivalents at the beginning of the financial year 7,220 5,676

Effects of exchange rate changes on cash and cash equivalents 1 28

Cash and cash equivalents at the end of the financial year 8(a) 7,923 7,220

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

Consolidated cash flow statement

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 51

52 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 1 Corporate information

The consolidated financial statements of Michael Hill

International Limited and its subsidiaries (collectively, the

Group) for the year ended 30 June 2019 were authorised

for issue in accordance with a resolution of the Directors

on 15 August 2019. Michael Hill International Limited

(the Company or Parent) is a for profit company limited

by shares incorporated in Australia. The Company is

listed on the Australian Securities Exchange ('ASX') as its

primary listing, and maintains a secondary listing on the

New Zealand Stock Exchange ('NZX').

Note 2 Summary of significant

accounting policies

(a) BASIS OF PREPARATION

The financial report is a general purpose financial

report, which has been prepared in accordance

with the requirements of the Corporations Act

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 are rounded 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.

Compliance with IFRS

The consolidated financial statements of the Group

comply with International Financial Reporting

Standards (IFRS) as issued by the International

Accounting Standards Board (IASB).

(b)

PRINCIPLES OF CONSOLIDATION AND EQUITY

ACCOUNTING

Subsidiaries

Subsidiaries are all entities (including special purpose)

over which the Group 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 through its power to

direct the activities of 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 acquired and

liabilities and contingent liabilities assumed in a

business combination are measured 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 difference is 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.

Intercompany transactions, balances and

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 the policies 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 chief

operating decision makers, who are responsible for

allocating resources and assessing performance of

the operating segments, have been identified as the

Executive Management team.

(d)

FOREIGN CURRENCY TRANSLATION

(i) Functional and presentation currency

Items included in the financial statements of each of

the Group's entities are 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 hedges or are attributable

to part of the net investment in a foreign operation.

(iii) Group companies

The results and financial position of all the Group

entities (none of which have the currency of a

hyperinflationary economy) that have a functional

currency different from the presentation currency 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

Notes to the financial statements

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 53
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 differences are 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)

CURRENT VERSUS NON-CURRENT CLASSIFICATION

The Group presents assets and liabilities in the

statement of financial position based on current/

non-current classification.

An asset is current when it is:

• Expected to be realised or intended to be sold or

consumed in the normal operating cycle;

• Held primarily for the purpose of trading;

• Expected to be realised within twelve months after

the reporting period; or

• Cash or cash equivalent unless restricted from

being exchanged or used to settle a liability for at

least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in the normal operating

cycle;

• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after

the reporting period; or

• There is no unconditional right to defer the

settlement of the liability for at least twelve months

after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as

non-current assets and liabilities.

(f)

REVENUE RECOGNITION

The accounting policies for the Group’s revenue from

contracts with customers are explained in note 5.

Interest income

Interest income is recognised using the effective

interest method.

(g)

TA X E S

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 inter-

pretation. It establishes provisions where appropriate

on 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 differences and 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 is able 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

the entity 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 form a tax consolidation

group. As a consequence, one income tax return is

completed for the Australian tax group and is treated

for income tax purposes as one taxpayer.

The tax balances have been attributed for

reporting purposes to each of the entities 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.

54 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 2 Summary of significant

accounting policies continued

(h) 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.

(i)

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 ownership are 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.

(j)

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

whether there 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, 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. Subsequent to an

impairment occurring, if the recoverable amount from

assets exceeds the carrying value, the impairment

loss

is reversed to the extent that it has been recognised.

The pre-tax discount rates used in determining

the recoverable amount ranged between 11.5% and

13.0% (2018: 10.5% and 11.5%), depending on the

geographical segment of the assets.

(k)

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand,

deposits held at call with financial institutions, other

short-term, highly liquid investments with original

maturities of three months 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 the

statement of financial position when utilised.

(l)

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 to

individual 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. Management

review stock holdings on an aged basis and impair

as appropriate.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 55
(m) DISCONTINUED OPERATIONS

A discontinued operation is a component of 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 area of 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 operations are presented separately in

the consolidated statement of profit or loss.

(n) FINANCIAL INSTRUMENTS - INITIAL RECOGNITION

AND SUBSEQUENT MEASUREMENT

A financial instrument is any contract that gives

rise to a financial asset of one entity and a financial

liability or equity instrument of another entity.

(i) Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition,

as subsequently measured at amortised cost, fair

value through other comprehensive income (OCI),

and fair value through profit or loss.

The classification of financial assets at initial

recognition depends on the financial asset’s

contractual cash flow characteristics and the

Group’s business model for managing them. With

the exception of trade receivables that do not

contain a significant financing component or for

which the Group has applied the practical expedient,

the Group initially measures a financial asset at its

fair value plus, in the case of a financial asset not at

fair value through profit or loss, transaction costs.

Trade receivables that do not contain a significant

financing component or for which the Group has

applied the practical expedient are measured at the

transaction price determined under AASB 15. Refer to

the accounting policies in section 5(c).

In order for a financial asset to be classified and

measured at amortised cost or fair value through

OCI, it needs to give rise to cash flows that are ‘solely

payments of principal and interest (SPPI)’ on the

principal amount outstanding. This assessment is

referred to as the SPPI test and is performed at an

instrument level.

The Group’s business model for managing

financial assets refers to how it manages its financial

assets in order to generate cash flows. The business

model determines whether cash flows will result from

collecting contractual cash flows, selling the financial

assets, or both.

Subsequent measurement

Whilst there are four categories, two are relevant in

the current reporting period for the Group, being:

• Financial assets at amortised cost (debt instru-

ments); and

• Financial assets at fair value through profit or loss.

Financial assets at amortised cost

(debt instruments)

This category is the most relevant to the Group. The

Group measures financial assets at amortised cost if

both of the following conditions are met:

• The financial asset is held within a business model

with the objective to hold financial assets in order

to collect contractual cash flows; and

• The contractual terms of the financial asset give

rise on specified dates to cash flows that are solely

payments of principal and interest on the principal

amount outstanding.

Financial assets at amortised cost are subsequently

measured using the effective interest rate (EIR)

method and are subject to impairment. Gains and

losses are recognised in profit or loss when the asset

is derecognised, modified or impaired.

The Group’s financial assets at amortised cost

include trade receivables included under current and

non-current financial assets.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss

include financial assets held for trading, financial

assets designated upon initial recognition at fair value

through profit or loss, or financial assets mandatorily

required to be measured at fair value. Financial

assets are classified as held for trading if they are

acquired for the purpose of selling or repurchasing

in the near term. Derivatives, including separated

embedded derivatives, are also classified as held

for trading unless they are designated as effective

hedging instruments. Financial assets with cash flows

that are not solely payments of principal and interest

are classified and measured at fair value through

profit or loss, irrespective of the business model.

Notwithstanding the criteria for debt instruments

to be classified at amortised cost or at fair value

through OCI, as described above, debt instruments

may be designated at fair value through profit or

loss on initial recognition if doing so eliminates, or

significantly reduces, an accounting mismatch.

Financial assets at fair value through profit or

loss are carried in the statement of financial position

at fair value with net changes in fair value recognised

in the statement of profit or loss.

This category includes derivative instruments

which the Group had not irrevocably elected to

classify at fair value through OCI.

Derecognition

A financial asset (or, where applicable, a part of a

financial asset or part of a group of similar financial

assets) is primarily derecognised (i.e. removed from

the Group’s consolidated statement of financial

position) when:

• The rights to receive cash flows from the asset

have expired; or

56 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 2 Summary of significant

accounting policies continued

• The Group has transferred its rights to receive

cash flows from the asset or has assumed an

obligation to pay the received cash flows in full

without

material delay to a third party under a ‘pass-

through’ arrangement; and either (a) the Group has

transferred substantially all the risks and rewards of

the asset, or (b) the Group has neither transferred

nor retained substantially all the risks and rewards of

the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive

cash flows from an asset or has entered into a

pass-through arrangement, it evaluates if, and to

what extent, it has retained the risks and rewards

of ownership. When it has neither transferred nor

retained substantially all of the risks and rewards

of the asset, nor transferred control of the asset,

the Group continues to recognise the transferred

asset to the extent of its continuing involvement. In

that case, the Group also recognises an associated

liability. The transferred asset and the associated

liability are measured on a basis that reflects the

rights and obligations that the Group has retained.

Continuing involvement that takes the form of a

guarantee over the transferred asset is measured at

the lower of the original carrying amount of the asset

and the maximum amount of consideration that the

Group could be required to repay.

Impairment of financial assets

Further disclosures relating to impairment of financial

assets are also provided in the following notes:

• Changes in accounting policies and disclosures

(note 2(x)(i)).


Trade receivables including contract assets (note 8).

The Group recognises an allowance for expected

credit losses (ECLs) for all debt instruments not held

at fair value through profit or loss. ECLs are based on

the difference between the contractual cash flows due

in accordance with the contract and all the cash flows

that the Group expects to receive, discounted at an

approximation of the original effective interest rate.

For trade receivables and contract assets, the

Group applies a simplified approach in calculating

ECLs. Therefore, the Group does not track changes

in credit risk, but instead recognises a loss allowance

based on lifetime ECLs at each reporting date.

The Group has established a provision matrix that

is based on its historical credit loss experience,

adjusted for forward-looking factors specific to the

debtors and the economic environment.

The Group considers a financial asset in default

when contractual payments are past due. However,

in certain cases, the Group may also consider a

financial asset to be in default when internal or

external information indicates that the Group is

unlikely to receive the outstanding contractual

amounts in full before taking into account any credit

enhancements held by the Group. A financial asset is

written off when there is no reasonable expectation

of recovering the contractual cash flows.

(ii) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition,

as financial liabilities at fair value through profit or

loss, loans and borrowings, payables, or as derivatives

designated as hedging instruments in an effective

hedge, as appropriate.

All financial liabilities are recognised initially at fair

value and, in the case of loans and borrowings and

payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and

other payables, loans and borrowings including bank

overdrafts, and derivative financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on

their classification, as described below.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or

loss include financial liabilities held for trading and

financial liabilities designated upon initial recognition

as at fair value through profit or loss.

Financial liabilities are classified as held for

trading if they are incurred for the purpose of

repurchasing in the near term. This category also

includes derivative financial instruments entered into

by the Group that are not designated as hedging

instruments in hedge relationships as defined by

AASB 9. Separated embedded derivatives are

also classified as held for trading unless they are

designated as effective hedging instruments.

Gains or losses on liabilities held for trading are

recognised in the statement of profit or loss.

Financial liabilities designated upon initial

recognition at fair value through profit or loss are

designated at the initial date of recognition, and only

if the criteria in AASB 9 are satisfied. The Group has

not designated any financial liability as at fair value

through profit or loss.

Loans and borrowings at amortised cost

This is the category most relevant to the Group.

After initial recognition, interest-bearing loans and

borrowings are subsequently measured at amortised

cost using the effective interest rate (EIR) method.

Gains and losses are recognised in profit or loss

when the liabilities are derecognised as well as

through the EIR amortisation process.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 57
Amortised cost is calculated by taking into

account any discount or premium on acquisition and

fees or costs that are an integral part of the EIR. The

EIR amortisation is included as finance costs in the

statement of profit or loss.

This category generally applies to interest-bear-

ing loans and borrowings. For more information, refer

to note 8.

Derecognition

A financial liability is derecognised when the obligation

under the liability is discharged or cancelled or

expires. When an existing financial liability is replaced

by another from the same lender on substantially

different terms, or the terms of an existing liability

are substantially modified, such an exchange or

modification is treated as the derecognition of the

original liability and the recognition of a new liability.

The difference in the respective carrying amounts is

recognised in the statement of profit or loss.

(iii) Offsetting of financial instruments

Financial assets and financial liabilities are offset

and the net amount is reported in the consolidated

statement of financial position if there is a currently

enforceable legal right to offset the recognised

amounts and there is an intention to settle on a net

basis, to realise the assets and settle the liabilities

simultaneously.

(o)

DERIVATIVES AND HEDGING ACTIVITIES

Initial recognition and subsequent measurement

The Group uses derivative financial instruments,

such as forward currency contracts and interest

rate swaps, to hedge its foreign currency risks

and interest rate risks, respectively. Such derivative

financial instruments are initially recognised at fair

value on the date on which a derivative contract is

entered into and are subsequently remeasured at fair

value. Derivatives are carried as financial assets when

the fair value is positive and as financial liabilities

when the fair value is negative.

For the purpose of hedge accounting, hedges

are classified as:

• Fair value hedges when hedging the exposure to

changes in the fair value of a recognised asset or

liability or an unrecognised firm commitment.

• Cash flow hedges when hedging the exposure to

variability in cash flows that is either attributable to

a particular risk associated with a recognised asset

or liability or a highly probable forecast transaction

or the foreign currency risk in an unrecognised firm

commitment.

• Hedges of a net investment in a foreign operation.

At the inception of a hedge relationship, the Group

formally designates and documents the hedge

relationship to which it wishes to apply hedge

accounting and the risk management objective

and strategy for undertaking the hedge.

The documentation includes identification of the

hedging instrument, the hedged item, the nature of

the risk being hedged and how the Group will assess

whether the hedging relationship meets the hedge

effectiveness requirements (including the analysis of

sources of hedge ineffectiveness and how the hedge

ratio is determined). A hedging relationship qualifies

for hedge accounting if it meets all of the following

effectiveness requirements:

• There is ‘an economic relationship’ between the

hedged item and the hedging instrument.

• The effect of credit risk does not ‘dominate the

value changes’ that result from that economic

relationship.

• The hedge ratio of the hedging relationship is

the same as that resulting from the quantity of

the hedged item that the Group actually hedges

and the quantity of the hedging instrument that

the Group actually uses to hedge that quantity of

hedged item.

Hedges that meet all the qualifying criteria for hedge

accounting are accounted for, as described below.

Fair value hedge

The change in the fair value of a hedging instrument

is recognised in the statement of profit or loss

as other expense. The change in the fair value of

the hedged item attributable to the risk hedged is

recorded as part of the carrying value of the hedged

item and is also recognised in the statement of profit

or loss as other expense.

If the hedged item is derecognised, the unamortised

fair value is recognised immediately in profit or loss.

When an unrecognised firm commitment is


designated as a hedged item, the subsequent cumulative

change in the fair value of the firm commitment

attributable to the hedged risk is recognised as an

asset or liability with a corresponding gain or loss

recognised in the statement of profit or loss.

Cash flow hedge

The effective portion of the gain or loss on the

hedging instrument is recognised in OCI in the cash

flow hedge reserve, while any ineffective portion is

recognised immediately in the statement of profit or

loss. The cash flow hedge reserve is adjusted to the

lower of the cumulative gain or loss on the hedging

instrument and the cumulative change in fair value of

the hedged item.

The Group uses forward currency contracts as

hedges of its exposure to foreign currency risk in

forecast transactions and firm commitments, as well

as interest rate swaps for its exposure to volatility

in interest rates. The ineffective portion relating to

foreign currency contracts is recognised as other

expense and the ineffective portion relating to

interest rate swaps is recognised in other operating

income or expenses. Refer to note 12 for more details.

58 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 2 Summary of significant

accounting policies continued

When forward contracts are used to hedge forecast

transactions, the group designates the change in

fair value of the forward contract related to the spot

component as the hedging instrument. Gains or

losses relating to the effective portion of the change

in the spot component of the forward contracts are

recognised in the cash flow hedge reserve within

equity. The change in the forward element of the

contract that relates to the hedged item (‘aligned

forward element’) is recognised within OCI in the

cash flow hedge reserve within equity. In some cases,

the entity may designate the full change in fair value

of the forward contract (including forward poi

nts) as

the hedging instrument. In such cases, the gains or

losses relating to the effective portion of the change in

fair value of the entire forward contract are recognised

in the cash flow hedge reserve within equity.

The amounts accumulated in OCI are accounted

for, depending on the nature of the underlying hedged

transaction. If the hedged transaction subsequently

results in the recognition of a non-financial item,

the amount accumulated in equity is removed from

the separate component of equity and included

in the initial cost or other carrying amount of the

hedged asset or liability. This is not a reclassification

adjustment and will not be recognised in OCI for the

period. This also applies where the hedged forecast

transaction of a non-financial asset or non-financial

liability subsequently becomes a firm commitment

for which fair value hedge accounting is applied.

For any other cash flow hedges, the amount

accumulated in OCI is reclassified to profit or loss as

a reclassification adjustment in the same period or

periods during which the hedged cash flows affect

profit or loss.

If cash flow hedge accounting is discontinued,

the amount that has been accumulated in OCI must

remain in accumulated OCI if the hedged future

cash flows are still expected to occur. Otherwise,

the amount will be immediately reclassified to profit

or loss as a reclassification adjustment. After dis-

continuation, once the hedged cash flow occurs,

any amount remaining in accumulated OCI must

be accounted for depending on the nature of the

underlying transaction as described above.

(p)

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 the item 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 method to allocate their cost or

revalued amounts, net of their residual values, over

their estimated useful lives (see note 9(b)).

The assets' residual values and useful lives are

reviewed, and adjusted if appropriate, at the end of

each reporting year.

An asset's carrying amount is written down

immediately to its recoverable amount if the asset's

carrying amount is greater than its estimated

recoverable amount (note 2(j)).

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.

(q)

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 are recognised as an expense

as incurred. Development costs that are directly

attributable to the design and 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 other resources

to complete the development and to use or sell the

software are available; and

• the expenditure attributable to the software during

its development can be 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.

Computer software development costs recognised

as assets are amortised over their estimated useful

lives (not exceeding ten years).

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 59
(r) PROVISIONS

Provisions 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 are

not 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 provision is 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 to exist

where the unavoidable cost of meeting the obligations

under the contract exceed the economic benefits

expected to be received from the contract. Leases

recognised as onerous during the reporting period are

reported at note 9(g).

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 is recognised as interest expense.

(s)

EMPLOYEE BENEFITS

(i) Short-term obligations

Liabilities for wages and salaries, including

non-monetary benefits and accumulating 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.

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) Long-term 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 in respect 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 end

of 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 have previously been issued to Executives

of Michael Hill International Limited in accordance

with the Company's constitution. The Board of

Directors passed resolutions approving the issue of

the options. The fair value of options granted was

recognised as an employee benefit expense with a

corresponding increase in equity.

The fair value was measured at grant date and

is recognised over the period during which the

employees become unconditionally entitled to the

options. The fair value at grant date for options

issued during prior financial years was 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,

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. No options

were granted during the 2019 financial year.

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 the fair 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 targets and remaining an

employee of the entity over a specified period); and

• including the impact of any non-vesting

conditions (eg the requirement for employees to


save or holdings shares for a specific period of time).

60 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 2 Summary of significant

accounting policies continued

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

the end of each year, the entity revises its estimates

of the number of options that are expected to

vest based on the non-market 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.

Share rights

Share rights are granted to eligible senior executives

in accordance with the Company's deferred

compensation plan ('LTI'). The fair value of rights

granted is recognised as an employee benefit

expense with a corresponding increase in equity.

The fair value was measured at grant date and

is recognised over the period during which the

employees become unconditionally entitled to the

rights. The valuation methodology to calculate fair

value is detailed in note 20(b).

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

the end of each year, the entity revises its estimates

of the number of share rights that are expected to

vest based on the non-market 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 the share rights, the balance

of the share-based payments reserve relating to

those rights is transferred to share capital.

(iv) Profit-sharing and bonus plans

The Group recognises a liability and an 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.

(v) Retirement benefit obligations

All Australian and Canadian employees of the Group

are entitled to benefits from the Group's superan-

nuation 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 super-

annuation 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.

(t)

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.

(u)

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.

(v)

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 the financial year, adjusted for

bonus elements in ordinary shares issued during

the year and excluding treasury shares.

(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.

(w)

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 statements have been

rounded off in accordance with the instrument to

the nearest thousand dollars, or in certain cases, the

nearest dollar.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 61
(x) CHANGES IN ACCOUNTING POLICIES AND

DISCLOSURES

The Group applied AASB 15 and AASB 9 for the first

time. The nature and effect of the changes as a result

of adoption of these new accounting standards are

described below.

Several other amendments and interpretations

apply for the first time in 2019, but do not have an

impact on the consolidated financial statements of

the Group. The Group has not early adopted any

standards, interpretations or amendments that have

been issued but are not yet effective.

AASB 9 Financial Instruments

AASB 9 Financial Instruments replaces AASB 139

Financial Instruments: Recognition and Measurement

for annual periods beginning on or after 1 January

2018, bringing together all three aspects of the

accounting for financial instruments: classification and

measurement; impairment; and hedge accounting.

The adoption of AASB 9 has not had a significant

effect on the Group's accounting policies related

to financial assets, financial liabilities and derivative

financial instruments. No adjustments were required to

be made to the opening financial statement balances.

(i) Classification and measurement

Under AASB 9, debt instruments are subsequently

measured at fair value through profit or loss,

amortised cost, or fair value through OCI. The classi-

fication is based on two criteria: the Group’s business

model for managing the assets; and whether the

instruments’ contractual cash flows represent ‘solely

payments of principal and interest’ on the principal

amount outstanding.

The assessment of the Group’s business model

was made as of the date of initial application, 1 July

2018, and then applied retrospectively to those

financial assets that were not derecognised before

1 July 2018. The assessment of whether contractual

cash flows on debt instruments are solely comprised

of principal and interest was made based on the

facts and circumstances as at the initial recognition

of the assets.

The classification and measurement requirements

of AASB 9 did not have a significant impact on the

Group. The Group continued measuring at fair value

all financial assets previously held at fair value under

AASB 139. The following are the changes in the clas

-

sification of the Group’s financial assets:

• Trade receivables and Other non-current

financial assets previously classified as Loans and

receivables are held to collect contractual cash

flows and give rise to cash flows representing

solely payments of principal and interest. These are

now classified and measured as Debt instruments

at amortised cost.

The Group has not designated any financial

liabilities as at fair value through profit or loss. There

are no changes in classification and measurement for

the Group’s financial liabilities.

(ii) Impairment

The adoption of AASB 9 has changed the Group’s

accounting for impairment losses for financial assets

by replacing AASB 139’s incurred loss approach with a

forward-looking expected credit loss (ECL) approach.

AASB 9 requires the Group to recognise an allowance

for ECLs for all debt instruments not held at fair value

through profit or loss and contract assets.

The adoption of the ECL requirements of AASB

9 resulted in an immaterial change to the Group's

financial assets. Therefore, no adjustment to Retained

Earnings was required.

(iii) Hedge accounting

The Group applied hedge accounting prospectively.

At the date of initial application, all of the Group’s

existing hedging relationships were eligible to be

treated as continuing hedging relationships. Before

the adoption of AASB 9, the Group designated the

change in fair value of the entire forward contracts in

its cash flow hedge relationships. Upon adoption of

the hedge accounting requirements of AASB 9, the

Group designates only the spot element of forward

contracts as the hedging instrument. The forward

element is recognised in OCI and accumulated as a

separate component of equity under Cost of hedging

reserve. This change only applies prospectively from

the date of initial application of AASB 9 and has no

impact on the presentation of comparative figures.

Under AASB 139, all gains and losses arising

from the Group’s cash flow hedging relationships

were eligible to be subsequently reclassified to profit

or loss. However, under AASB 9, gains and losses

arising on cash flow hedges of forecast purchases of

non-financial assets need to be incorporated into the

initial carrying amounts of the non-financial assets.

This change only applies prospectively from the date

of initial application of AASB 9 and has no impact on

the presentation of comparative figures.

AASB 15 Revenue from Contracts with Customers

AASB 15 supersedes AASB 111 Construction Contracts,

AASB 118 Revenue and related Interpretations and

it applies, with limited exceptions, to all revenue

arising from contracts with its customers. AASB 15

establishes a five-step model to account for revenue

arising from contracts with customers and requires

that revenue be recognised at an amount that

reflects the consideration to which an entity expects

to be entitled in exchange for transferring goods or

services to a customer.

62 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 2 Summary of significant accounting policies continued

AASB 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances

when applying each step of the model to contracts with their customers. The standard also specifies the accounting

for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, the

standard requires extensive disclosures.

The Group has adopted AASB 15 using the cumulative effect method (with practical expedients), with the

effect of initially applying this standard recognised at the date of initial application (i.e. 1 July 2018). Accordingly,

the information presented for 2018 has not been restated - i.e. it is presented as previously reported, under AASB

118, AASB 111 and related interpretations. There was no adjustment made to opening retained earnings.

The following table summarises the impacts of adopting AASB 15 on the Group's statement of financial

position as at 30 June 2019 and statement of profit or loss for the year ended 30 June 2019. There was no material

impact on the Group's statement of cash flows for the year ended 30 June 2019.

Amounts without

adoption of

As reported Reclassification Reclassification AASB 15

30 Jun 2019 Opening balance Current year 1 July 2018

$000 $000 $000 $000

Inventories 179,503 - 701 180,204

Contract assets 701 - (701) -

Current tax receivables 2,295 - (322) 1,973

Other current assets 40,805 - - 40,805

Non-current assets 155,889 - - 155,889

Total assets 379,193 - (322) 378,871

Current contract liabilities 26,054 (26,623) 569 -

Current provisions 31,441 929 (247) 32,123

Current deferred revenue 1,252 25,694 (476) 26,470

Other current payables 46,383 - - 46,383

Non current contract liabilities 55,813 (55,490) (323) -

Non current deferred revenue 1,847 55,490 (637) 56,700

Other non current liabilities 39,651 - - 39,651

Total liabilities 202,441 - (1,113) 201,328

Reserves 5,805 - (5) 5,800

Retained profits 159,963 - 796 160,759

Total equity 176,752 - 791 177,543

Revenue from contracts with customers 569,500 - 1,118 570,618

Profit before income tax 18,811 - 1,118 19,929

Income tax expense (2,313) - 322 (1,991)

Profit from continuing operations 16,498 - 796 17,294

Profit for the year 16,498 - 796 17,294

Total comprehensive income for the year 21,086 - 796 21,882

(i) Sale 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 right of return. Accumulated experience is

used to estimate and provide for such returns at the time of sale, recognising a contract liability and corresponding

right of return.

The refund liability and corresponding return of asset was presented in the current year in line with AASB 15,

with the corresponding comparative balance presented in note 9(g) as Provisions.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 63
(ii) Sales of goods - Lifetime Diamond Warranty

The Group offers a Lifetime Diamond Warranty

(LTDW) which forms part of deferred revenue until the

service is performed or at such a time the owner or

product lifetime ceases. The LTDW is a service-type

warranty provided to retail customers on diamond

purchases, which provides assurance against lost,

chipped or broken diamonds during normal wear.

The Group recognises the deferred 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 recognise in the consolidated statement

of comprehensive income.

Since the Group has adopted the cumulative

effect method and applied the practical expedient,

the LTDW provision recognised related to completed

contracts were recognised under AASB 137

Provisions. Therefore, no adjustments to prior period

or opening balances were recognised relating to

LTDW upon transition.

(iii) 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 recognise in the consolidated statement

of comprehensive income.

This is consistent with the treatment under AASB 118.

(iv) Interest revenue from in-house

customer finance program

Interest revenue is recognised on the in-house

customer finance program when consideration

is deferred. The Group concluded that there is

a significant financing component for those

contracts where the customer elects to pay in

arrears considering the length of time between the

customer's payment and the time of entering into

the contract. The transaction price for such contracts

is adjusted to take into consideration the significant

financing component. 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.

This is consistent with the treatment under AASB 118.

(y) STANDARDS ISSUED BUT NOT YET EFFECTIVE

Australian Accounting Standards and Interpretations

that are issued, but are not yet effective, up to the date

of issuance of the Group’s financial statements are

disclosed below. The Group intends to adopt these

new standards and interpretations, if applicable,

when they become effective.

AASB 16 Leases

AASB 16 was issued in January 2016 and it replaces

AASB 117 Leases, AASB Interpretation 4 Determining

whether an Arrangement contains a Lease, AASB

Interpretation-115 Operating Leases-Incentives and

AASB Interpretation 127 Evaluating the Substance

of Transactions Involving the Legal Form of a Lease.

AASB 16 sets out the principles for the recognition,

measurement, presentation and disclosure of leases

and requires lessees to account for all leases under

a single on-balance sheet model similar to the

accounting for finance leases under AASB 117. The

standard includes two recognition exemptions for

lessees - leases of ’low-value’ assets (e.g., personal

computers) and short-term leases (i.e., leases with a

lease term of 12 months or less). At the commencement

date of a lease, a lessee will recognise a liability to

make lease payments (i.e., the lease liability) and an

asset representing the right to use the underlying

asset during the lease term (i.e., the right-of-use

asset). Lessees will be required to separately recognise

the interest expense on the lease liability and the

depreciation expense on the right-of-use asset in the

statement of comprehensive income.

Lessees will be also required to remeasure the

lease liability upon the occurrence of certain events

(e.g., a change in the lease term, a change in future

lease payments resulting from a change in an index

or rate used to determine those payments). The

lessee will generally recognise the amount of the

remeasurement of the lease liability as an adjustment

to the right-of-use asset.

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 early

adopted AASB 16 Leases.

The Group intends to 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. As the 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 obligations for current operating leases. The

adoption is expected to have a material financial

impact on the Group's consolidated balance sheet,

consolidated cash flow statement and statement

of comprehensive income. While the assessment is

significantly progressed, there are material items still

under consideration (such as discount rates used and

treatment of holdover leases) before the quantitative

impact of this standard can be disclosed.

The Group will elect to use the exemptions

proposed by the standard on lease contracts for

which the lease terms ends within 12 months as of

the date of initial application, and lease contracts for

which the underlying asset is of low value. The Group

has leases of certain office equipment (i.e., personal

computers, printing and photocopying machines)

that are considered of low value.

64 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 3 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

which they are granted. The fair value is determined

with the assistance of an external valuer using the

Black Scholes model. The related assumptions are

detailed in note 20. 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.

Make good provisions

A provision has been made for the present value of

anticipated costs of future restoration of leased store

and office premises. The provision includes future cost

estimates associated with dismantling and closure of

stores and offices. The calculation of this provision

requires assumptions such as discount rates, lease

exit 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 9(g) Provisions.

Estimation of useful lives of assets

The estimation of the useful lives of assets 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 $1,770,000 has been recognised

as revenue in the current financial year. Of this,

($69,000) relates to the current financial year, and

$1,839,000 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 differences as 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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 65
(b) CORRECTION OF PRIOR PERIOD ERROR

During the reporting period, the Group conducted a review of Australian retail employment contracts and rostering

practices. This review identified non-compliance with some requirements of the General Retail Industry Award for a

number of the Group's store-based workforce in Australia. The Group has now commenced a more detailed review

of all employee records, rostering practices and payments.

The remediation of these issues, which occurred over the last six financial years, is estimated to be a one-off

cost of up to $25m. In order to reflect this in prior periods, $11.2m after tax is included in the restatement of opening

retained earnings as at 1 July 2017 as required by AASB 108 Accounting Policies, Changes in Accounting Estimates

and Errors. $3.1m after tax has been included in the 2018 financial year, and $3.1m after tax has been included in

the current financial year.

Critical accounting estimates and judgements have been made in the calculations as to the number of overtime

hours, allowance payments and the valuation based on assume work patterns. Any reviews of the estimates will be

recognised in the period the revisions are verified.

The error has been corrected by restating each of the affected financial statement line items for the prior years

as follows:

30 June 2018 Increase/ 30 June 2018 30 June 2017 Increase/ 1 July 2017

(decrease)

Restated

(decrease)

Restated

$000 $000 $000 $000 $000 $000

Balance sheet (extract)

Deferred tax assets 61,895 6,127 68,022 57,893 4,819 62,712

Current provisions 9,386 20,423 29,808 4,670 16,063 20,733

Net assets 189,221 (14,296) 174,925 202,183 (11,244) 190,939

Retained profits 177,126 (14,296) 162,830 191,887 (11,244) 180,643

Total equity 189,221 (14,296) 174,925 202,183 (11,244) 190,939

2018 Increase/ 2018

(decrease)

Restated

$000 $000 $000

Consolidated statement of profit or loss (extract)

Employee benefits expense 151,939 4,360 156,298

Profit/(loss) before income tax 47,467 (4,360) 43,107

Income tax expense 12,649 (1,307) 11,342

Profit/(loss) for the year 4,610 (3,053) 1,557

Profit is attributable to:

Owners of Michael Hill International Limited 5,926 (3,053) 2,873

Basic and diluted earnings per share for the prior year have also been restated. The amount of the correction for both

basic and diluted earnings per share for continuing and total operations was a decrease of $0.79 cents per share.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 65

66 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
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.

Note 4 Segment information page 66

Note 5 Revenue page 68

Note 6 Other income and expense items page 70

Note 7 Income tax expense page 70

Note 8 Financial assets and

financial liabilities page 72

Note 9 Non-financial assets and liabilities page 75

Note 10 Equity page 79

Note 11 Cash flow information page 80

Note 4 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 prior financial year, the Company

announced the closure of the Emma & Roe brand

and the Michael Hill United States segment. These

segments had been substantially closed and

consequently these segments were classified as a

discontinued operation for the 2018 financial year

and are therefore not presented in the segment

disclosures below. The Emma & Roe brand operations

were absorbed into the Australian segment during

the 2019 financial year although they are immaterial

to the segment's result. The US operations were

absorbed into the Corporate & other segment.

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 operations are 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 Limited and its controlled

entities 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 Limited and 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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 67
(b) SEGMENT RESULTS Corporate

Australia New Zealand Canada and other Group

$000 $000 $000 $000 $000

Segment information 2019

Operating revenue 313,587 112,964 140,402 2,547 569,500

Gross profit 194,052 68,655 85,131 5,194 353,032

Gross profit % 61.9% 60.8% 61.0% - 62.0%

EBITDA* 41,421 25,159 16,001 (42,100) 40,481

Depreciation and amortisation (8,504) (2,446) (5,759) (2,657) (19,366)

EBIT* 32,917 22,713 10,242 (44,757) 21,115

EBIT as a % of revenue 10.5% 20.1% 7.0% - 3.7%

Interest income - 1 - 159 160

Finance costs 42 (5) - (2,501) (2,464)

Net profit before tax 32,959 22,709 10,242 (47,099) 18,811

Income tax expense - - - - (2,313)

Net profit after tax 32,959 22,709 10,242 (47,099) 16,498


Corporate

Australia New Zealand Canada and other Group


Restated Restated

$000 $000 $000 $000 $000

Segment information 2018

Continuing operations

Operating revenue 325,709 115,376 133,000 1,454 575,539

Gross profit 206,303 71,560 82,967 6,052 366,882

Gross profit % 63.3% 62.0% 62.0% - 63.7%

EBITDA* 56,935 28,063 19,986 (40,503) 64,481

Depreciation and amortisation (8,314) (2,464) (5,077) (2,839) (18,694)

EBIT* 48,621 25,599 14,909 (43,342) 45,787

EBIT as a % of revenue 14.9% 22.2% 11.0% - 8.0%

Interest income 2 1 - 7 10

Finance costs 59 10 - (2,759) (2,690)

Net profit before tax 48,682 25,609 14,909 (46,093) 43,107

Income tax expense - - - - (11,342)

Net profit after tax 48,682 25,609 14,909 (46,093) 31,765

*

EBIT and EBITDA are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information on page 29 for

an explanation of Non-IFRS information and a reconciliation of EBIT from continuing operations and Normalised EBIT.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 67

68 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
2019 2018

Note 5 Revenue

$000 $000

From continuing operations:

Sales revenue

Revenue from sale of goods and repair services 533,282 541,349

Revenue from professional care plans 32,923 31,929

Interest and other revenue from in-house customer finance program 3,293 2,261

Lifetime Diamond Warranty 2 -

569,500 575,539

(a)

DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

The Group derives revenue from the transfer of goods and services over time and at a point in time in the

following major product lines and geographical regions:

Corporate

Australia New Zealand Canada and other Total

$000 $000 $000 $000 $000

Timing of revenue recognition 2019

At a point in time 295,480 107,064 130,132 606 533,282

Over time 18,107 5,900 10,270 1,941 36,218

313,587 112,964 140,402 2,547 569,500

NOTES 2019 2018*


$000 $000

(b) ASSETS AND LIABILITIES RELATED TO

CONTRACTS WITH CUSTOMERS

Right of return assets 5(b)(i) 291 424

Deferred expenditure 5(b)(ii) 2,139 2,494

Total contract assets 2,430 2,918

Deferred service revenue 5(c)(i) 77,803 80,176

Deferred interest free revenue 5(c)(iv) 2,247 1,008

Rights of return liabilities 5(c)(v) 682 929

Lifetime Diamond Warranty 5(c)(vi) 1,135 -

Total contract liabilities 81,867 82,113

* Reclassified and remeasured amounts - see note 2(x) for explanations

(i) Revenue recognised in relation to contract liabilities

The following table shows how much of the revenue recognised in the current reporting period relates to

carried-forward contract liabilities and how much relates to performance obligations that were satisfied in a

prior year.

2019

$000

Revenue recognised that was included in the contract liability balance at the beginning of the year 26,229

Revenue recognised from performance obligations satisfied in previous years 1,7 70

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 69
(ii) Right of return assets

The following table shows contracts assets recorded

under our change of mind returns policy.

2019

$000

Reclassification on initial recognition 424

Additional amounts recognised 270

Amounts incurred and charged (424)

Exchange differences 21

Closing right of return asset 291

(iii) Assets recognised from costs to fulfil a contract

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. This

is presented within other assets in the consolidated

statement of financial position.

2019

$000

Reclassification on initial recognition 2,494

Additional amounts recognised 588

Amounts incurred and charged (986)

Exchange differences 43

Total deferred expenditure 2,139

(c) ACCOUNTING POLICIES AND SIGNIFICANT

JUDGEMENTS

(i) Sale of goods

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.

(ii) Repair services

Sales of services for repair work performed is

recognised in the accounting period in which the

services are performed.

(iii) Deferred service revenue

The Group offers a 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 based on expected services

under the plans is used as a basis to establish the

amount of service revenue to recognise in the

consolidated statement of comprehensive income.

(iv) Deferred interest free revenue

Deferred interest free 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) Rights of return assets and liabilities

Rights of return recognises the estimated returned

sales under the Group's return policy, being 30 day

change of mind in Australia and New Zealand and

60 day change of mind in Canada. Management

estimates the returned sales based on historical sale

return information and any recent trends that may

suggest future claims could differ from historical

amounts. For sales that are expected to be returned,

the Group recognises a right of return liability. The

associated inventory value for sales that are expected

to be returned is recognised as a right of return asset.

(vi) Lifetime Diamond Warranty

LTDW is a warranty provided to customers

with the purchase of jewellery items set with a

diamond (excluding watches). This has been

deemed a service-type warranty and is calculated

with reference to the estimated value of service

provided to customers and the stand-alone value

of customers obtaining the service independently.

Income in relation to the LTDW is recognised in line

with the estimated pattern of customers utilising this

service-type warranty.

The Group adopted the modified retrospective

method. Previously, the LTDW was recognised as a

provision under AASB 137. This is presented in Other

provisions note 9(g).

(vii) 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 cash flows, 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.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 69

70 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
NOTES 2019 2018

Note 6 Other income and expense items

$000 $000

(a) OTHER INCOME

Insurance recoveries 7 -

Net foreign exchange gains 92 -

Interest income 160 10

Other items 1,296 1,064

1,555 1,074

NOTES 2019 2018

Restated


$000 $000

(b) BREAKDOWN OF EXPENSES BY NATURE

Total depreciation 9(b) 16,932 16,266

Total amortisation 9(c) 2,434 2,428

Total depreciation and amortisation 19,366 18,694

Finance costs

Bank and interest charges 2,472 2,762

Interest expense - make good provision 9(g) (8) (72)

Total finance costs 2,464 2,690

Net foreign exchange losses included in other expenses - 1,029

Employee benefits expense

Employee wages 142,463 135,716

Employee wage on costs and post-retirement benefits 16,295 16,223

Provision for employee remediation 4,419 4,359

Total employee benefits expense 163,177 156,298

NOTES 2019 2018

Restated

Note 7 Income tax expense

$000 $000

(a) INCOME TAX EXPENSE

Current tax

Current tax on profits for the year 5,265 5,723

Derecognised tax losses (468) 3,651

Adjustments for current tax of prior periods (3,363) 3,908

Foreign income tax offsets not recognised 154 (1,055)

Total current tax expense 1,588 12,227

Deferred income tax

(Increase) / Decrease in deferred tax assets 9(d) 356 (3,967)

Derecognised tax losses - 64

Adjustments for deferred tax of prior periods 369 (3,708)

Total deferred tax expense/(benefit) 725 (7,611)

Income tax expense 2,313 4,616

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 71
(b) NUMERICAL RECONCILIATION OF INCOME TAX

EXPENSE TO PRIMA FACIE TAX PAYABLE 2019 2018


Restated

$000 $000

Profit from continuing operations before income tax expense 18,811 4 3,107

Profit from discontinuing operation before income tax expense - (36,934)

18,811 6,173

Tax at the Australian tax rate of 30.0% (2018 - 30.0%) 5,643 1,852

Tax effect of amounts which are not deductible (taxable)

in calculating taxable income:

Non deductible expenditure 269 163

Non-assessable intragroup markups 4 (551)

Sundry items 68 8

5,984 1,472

Difference in overseas tax rates (338) 288

Adjustments for current tax of prior periods (3,363) 3,908

Adjustments for deferred tax of prior periods 369 (3,644)

Tax losses not recognised (468) 3,651

Foreign income tax offset not recognised 154 (1,055)

Change in tax rate on deferred tax balance (25) (4)

Income tax expense 2,313 4,616

Income tax expense is attributable to:

Profit from continuing operations 2,313 11,342

Profit from discontinued operation - (6,726)

2,313 4,616

2019 2018

(c) TAX LOSSES $000 $000

Unused United States tax losses for which

no deferred tax asset has been recognised 33,647 32,203

Potential tax benefit @ 25.0% 10,094 8,051

Unused New Zealand tax losses for which

no deferred tax asset has been recognised 2,708 2,623

Potential tax benefit @ 28.0% 758 735

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.

72 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
NOTES 2019 2018

$000 $000

Financial assets* at amortised cost

Cash and cash equivalents 8(a) 7,923 7,220

Trade receivables 8(b) 36,641 28,046

Derivative financial instruments used for hedging 12(a) - 245

44,564 35,511

Total current financial assets 37,579 32,846

Total non current financial assets 6,985 2,665

44,564 35,511

Financial liabilities at amortised cost

Trade and other payables* 8(d) 44,548 49,340

Borrowings 8(e) 32,704 35,213

Derivative financial instruments used for hedging 12(a) 468 390

77,720 84,943

Total current financial liabilities 45,016 49,730

Total non current financial liabilities 32,704 35,213

77,720 84,943

* See note 2(y) for details about the impact from changes in accounting policies.

The Group’s exposure to various risks associated with the financial instruments is discussed in note 12. 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. Derivatives not designated as hedging instruments reflect the change in

fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but

are, nevertheless, intended to reduce the level of foreign currency risk for expected sales and purchases.

Derivatives designated as hedging instruments reflect the change in fair value of foreign exchange forward

contracts, designated as cash flow hedges to hedge highly probable forecast purchases in US dollars (USD).

Debt instruments at amortised cost include trade receivables, trade payables and borrowings.

2019 2018

(a) CASH AND CASH EQUIVALENTS $000 $000

Current assets

Cash at bank and on hand 7,923 7, 220

Interest rates for the bank accounts have been between 0.00% and 1.15% during the year (2018: between

0.00% and 1.15%).

2019 2018

(b) TRADE & OTHER RECEIVABLES Notes Current Non- Total Current Non- Total

current current

$000 $000 $000 $000 $000 $000

Trade receivables 4,822 - 4,822 4,912 - 4,912

Provision for expected credit loss (409) - (409) (819) - (819)


12(c)(ii) 4,413 - 4,413 4,093 - 4,093

In-house customer finance 20,145 7,337 27,482 17,681 2,864 20,545

Provision for expected credit loss (928) (352) (1,280) (1,231) (199) (1,430)

12(c)(i) 19,217 6,985 26,202 16,450 2,665 19,115

Sundry debtors 6,026 - 6,026 4,838 - 4,838

29,656 6,985 36,641 25,381 2,665 28,046

Further information relating to loans to related parties and key management personnel is set out in note 19.

Notes to the financial statements cont.

Note 8 Financial assets and financial liabilities

The Group holds the following financial instruments:

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 73
(i) Trade receivables

Trade receivables from sales made to customers through third party credit providers are non-interest bearing

and are generally on 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 24 months, although 12 to 18 months is the typical financing period.

The receivables from the in-house customer finance program are comprised of a large number of

transactions with no one customer representing a significant balance. The finance portfolio consists of

contracts of similar characteristics that are evaluated collectively for impairment. See note 2(n)(i) for the

accounting policy regarding the provision for expected credit losses.

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. In-house customer finance receivables are

recognised net of significant financing components.

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 past due. Based on the credit

history of these other classes, it is expected that these amounts will be received when due.

(iii) Impairment and risk exposure

Information about the impairment of trade receivables and the Group’s exposure to credit risk, foreign

currency risk and interest rate risk can be found in note 12(b) and 12(c).

(c)

CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES 2019 2018

$000 $000

Movements in non-current interest-bearing loans and liabilities

Carrying amount at start of year 35,213 45,034

Outwards cash flows (132,000) (126,500)

Inwards cash flows 128,800 116,500

Foreign exchange movements 691 179

Carrying amount at end of year 32,704 35,213

(d)

TRADE AND OTHER PAYABLES 2019 2018


Restated

$000 $000

Current liabilities

Trade payables 20,691 24,686

Annual leave liability 8,480 8,938

Accrued expenses 5,002 7,15 4

Other payables 10,375 8,562

44,548 49,340

Trade payables are unsecured and are usually paid within 45 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.

2019 2018

(e) BORROWINGS Current Non- Total Current Non- Total

current current

$000 $000 $000 $000 $000 $000

Bank loans - 32,704 32,704 - 35,213 35,213

Total secured borrowings - 32,704 32,704 - 35,213 35,213

74 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 8 Financial assets and financial liabilities continued

The Group’s objectives when managing capital are to ensure sufficient liquidity to support its financial

obligations and execute the Group's operational and strategic plans. The Group continually assesses its

capital structure and makes adjustments to it with reference to changes in economic conditions and risk char-

acteristics 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 multi option borrowing facility, the availability of

which is adjusted throughout the year in line with business requirements. At balance date, $70,000,000 was

available, and of that, $32,704,000 was utilised.

The Group also has access to various uncommitted credit facility lines serving working capital needs that,

at balance date, totalled $1,955,000. No amounts were drawn under these credit facility lines as at balance date.

(f) RECOGNISED FAIR VALUE MEASUREMENTS

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.

Recurring fair value measurements

Notes Level 1 Level 2 Level 3 Total

at 30 June 2019 $000 $000 $000 $000

Financial liabilities

Derivatives used for hedging

- Foreign exchange contracts 12(a) - 145 - 145

- Interest rate swaps 12(a) - 323 - 323

Total financial liabilities - 468 - 468

Recurring fair value measurements

at 30 June 2018

Financial assets

Derivatives designated as hedging instruments

- Foreign exchange contracts - 245 - 245

Total financial assets - 245 - 245

Financial liabilities

Derivatives designated as hedging instruments

- Interest rate swaps 12(a) - 390 - 390

Total financial liabilities - 390 - 390

There were no transfers between levels during the year.

The Group’s policy is to recognise transfers into and transfers out of fair value 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) is determined 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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 75
Note 9 Non-financial assets and liabilities

This note provides information about the Group's non-financial assets and liabilities, including:

(a)

INVENTORIES 2019 2018

$000 $000

Raw materials 6,732 10,243

Finished goods 176,670 181,282

Packaging and other consumables 2,033 2,887

Provision for impairment (5,932) (2,338)

179,503 192,074

All inventories are held at the lower of cost or net realisable value.

(b)

PROPERTY, PLANT & EQUIPMENT


Plant and Fixtures and Motor Leasehold Display Total

equipment fittings vehicles

improvements materials

$000 $000 $000 $000 $000 $000

At 1 July 2017

Cost or fair value 37,944 34,169 796 82,602 13,816 169,327

Accumulated depreciation (23,010) (18,570) (364) (41,844) (6,103) (89,891)

Net book amount 14,934 15,599 432 40,758 7,713 79,436

Year ended 30 June 2018

Opening net book amount 14,934 15,599 432 40,758 7,713 79,436

Exchange differences (70) (27) (4) 84 17 -

Additions 4,339 3,146 45 8,196 2,164 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 (i) (1,490) (3,010) - (5,016) (1,283) (10,799)

Closing net book amount 12,893 11,567 253 35,219 6,734 66,666

At 30 June 2018

Cost or fair value 38,744 34,667 569 81,642 13,958 169,580

Accumulated depreciation (25,851) (23,100) (316) (46,423) (7,224) (102,914)

Net book amount 12,893 11,567 253 35,219 6,734 66,666

Year ended 30 June 2019

Opening net book amount 12,893 11,567 253 35,219 6,734 66,666

Exchange differences 284 256 5 1,373 214 2,132

Additions 2,618 1,695 - 4,952 1,488 10,753

Additions - make good - - - 1,794 - 1,794

Disposals (762) (24) (59) (20) (46) (911)

Transfers 13 - - (13) - -

Depreciation charge (3,929) (3,500) (110) (7,429) (1,964) (16,932)

Impairment loss (i) (211) (12) - (64) (2) (289)

Closing net book amount 10,906 9,982 89 35,812 6,424 63,213

At 30 June 2019

Cost 32,867 33,153 366 85,774 15,449 167,609

Accumulated depreciation (21,961) (23,171) (277) (49,962) (9,025) (104,396)

Net book amount 10,906 9,982 89 35,812 6,424 63,213

76 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 9 Non-financial assets and liabilities continued

(i) Impairment loss

As per the Group's accounting policies, the Group impairs assets where the recoverable amount is less than

the carrying amount. This also includes assets held at stores facing closure. Any assets held at an impaired

store that are able to redeployed throughout the Group are not impaired. This cost has been reported in Other

expenses in the statement of comprehensive income.

(ii) Depreciation methods and useful lives

Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of

their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain

leased plant and equipment, the shorter lease term as follows:

• Plant and equipment 5 - 6 years

• Motor vehicles 3 - 5 years

• Fixtures and fittings 6 - 10 years

• Leasehold improvements 6 - 10 years

• Display material 6 - 10 years


Patents, Computer Total

trademarks and software

(c) INTANGIBLE ASSETS other rights

$000 $000 $000

At 1 July 2017

Cost 79 22,472 22,551

Accumulated amortisation - (13,767) (13,767)

Net book amount 79 8,705 8,784

Year ended 30 June 2018

Opening net book amount 79 8,705 8,784

Exchange differences - 2 2

Additions - 6,665 6,665

Amortisation charge* - (2,597) (2,597)

Impairment charge - (228) (228)

Closing net book amount 79 12,547 12,626

At 30 June 2018

Cost 79 28,941 29,020

Accumulated amortisation - (16,394) (16,394)

Net book amount 79 12,547 12,626

Year ended 30 June 2019

Opening net book amount 79 12,547 12,626

Exchange differences - 6 6

Additions - 5,381 5,381

Disposals - (140) (140)

Amortisation charge* - (2,434) (2,434)

Closing net book amount 79 15,360 15,439

At 30 June 2019

Cost 79 30,852 30,931

Accumulated amortisation - (15,492) (15,492)

Net book amount 79 15,360 15,439

* Amortisation of $2,434,000 (2018: $2,428,000) is included in depreciation and amortisation expense

in the statement of comprehensive income. The prior year amount above also includes amortisation for

discontinued operations (see note Discontinued operations).

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 77
(d) DEFERRED TAX BALANCES 2019 2018


Restated

$000 $000

Deferred tax assets

The balance comprises temporary differences attributable to:

Doubtful debts 450 555

Fixed assets and intangibles 5,655 10,508

Intangible assets from intellectual property transfer 24,593 26,438

Deferred expenditure (601) (697)

Prepayments (21) (6)

Deferred service revenue 4,223 3,850

Unearned income 1,738 1,653

Provisions 16,926 14,755

Unrealised foreign exchange losses (156) 117

Sundry items 989 1,481

Inventories 13,912 9,368

Net deferred tax assets 67,708 68,022

Expected settlement:

Deferred tax assets expected to be recovered within 12 months 31,180 23,759

Deferred tax assets expected to be recovered after more than 12 months 36,528 44,263

67,708 68,022

Movements:

Opening balance at 1 July 68,022 62,712

Credited / (charged) to the income statement (356) 3,968

Tax losses recognised - (2,340)

Prior year adjustment (369) 3,707

Foreign exchange differences 411 (25)

Closing balance at 30 June 67,708 68,022

(e)

CURRENT TAX RECEIVABLES 2019 2018

$000 $000

Current tax receivables 2,295 -

(f)

CURRENT TAX LIABILITIES

Current tax liabilities 1,367 2,696

2019 2018

(g) PROVISIONS Current Non- Total Current Non- Total

current

Restated

current

$000 $000 $000 $000 $000 $000

Employee benefits (i) 28,140 2,069 30,209 23,977 2,063 26,040

Assurance-type warranties (i) 1,674 - 1,674 2,972 - 2,972

Make good provision (i) 133 4,878 5,011 356 2,844 3,200

Restructuring costs (i) 1,014 - 1,014 1,897 - 1,897

Diamond warranty (i) 480 - 480 600 - 600

Other provisions (i) - - - 6 - 6

31,441 6,947 38,388 29,808 4,907 34,715

78 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 9 Non-financial assets and liabilities continued

(i) Information about individual provisions and significant estimates

Employee benefits

Employee benefits includes provision for long service leave, revaluation of employee benefits in New Zealand and

the provision for remediation as noted in note 3(b). 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 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 future payments are discounted using market yields at the reporting date on corporate bonds

with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Assurance-type warranties

Provision is made for the estimated sale returns for the Group's return policies, being 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 included a 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.

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 cost for the remaining Emma & Roe store and

staffing exit costs from structure changes.

Diamond warranty

Provision is made for the estimated costs for the Group's diamond warranty offered 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 provision each reporting date as more data becomes available.

Other provisions

Other provisions relates 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 Restructuring Returns Make good Diamond Other

benefits obligations provision provision warranty provisions Total

$000 $000 $000 $000 $000 $000 $000

Carrying amount at start of year 26,040 1,897 2,972 3,200 600 6 34,715

Reclassification as contract liability - - (929) - - - (929)

Additional provisions recognised 5,107 748 434 2,157 - - 8,446

Amounts incurred and charged (982) (1,631) (803) (372) (120) (6) (3,914)

Exchange differences 44 - - 26 - - 70

Carrying amount at end of year 30,209 1,014 1,674 5,011 480 - 38,388

2019 2018

(h) DEFERRED REVENUE Current Non- Total Current Non- Total

current current

$000 $000 $000 $000 $000 $000

Deferred service revenue - - - 24,686 55,276 79,962

Lease incentive income 962 1,847 2,809 782 2,230 3,012

Deferred interest free revenue - - - 1,008 214 1,222

Sundry deferred revenue 290 - 290 - - -

1,252 1,847 3,099 26,476 57,720 84,196

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 79
Note 10 Contributed equity

2019 2018 2019 2018


Shares Shares $000 $000

(a) SHARE CAPITAL

Ordinary shares - fully paid 387,750,000 387,438,513 10,984 10,266

Total share capital 387,750,000 387,438,513 10,984 10,266

(i) Movements in ordinary shares: Notes No. of shares $000

Opening balance 1 July 2017 387,438,513 10,015

Options expired 10(a)(ii) - 251

Balance 30 June 2018 387,438,513 10,266

Options forfeited 10(a)(ii) - 228

Rights issued 10(a)(iv) 311,487 490

Balance 30 June 2019

387,750,000 10,984

(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 at the end of the financial year, is set

out in note 20(a).

(iv) Rights issue

Information relating to share rights issued under the Company's deferred compensation plan, including details

of rights issued, exercised and lapsed during the financial year and rights outstanding at the end of the

financial year, is set out in note 20(b).

(b)

RESERVES AND RETAINED PROFITS

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(o). 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 value of equity-settled share-based payments

provided to employees, including key management personnel, as part of their remunerations. Refer to note

20 for further details of these plans.

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.

Pursuant to the adoption of IFRS 15 Revenue from Contracts with Customers, Deferred Service Revenue

has been classified as a contract liability from the 2019 financial year. Further details of reclassification upon

adoption is included at note 2(x)(ii).

80 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
NOTES 2019 2018

Note 11 Cash flow information

Restated

$000 $000

Reconciliation of profit after income tax to

net cash inflow from operating activities

Profit for the year 16,498 1,557

Adjustment for:

Depreciation 6(b) 16,932 17,565

Amortisation 6(b) 2,434 2,597

Impairment - property, plant and equipment 289 11,029

Impairment - other assets 1,823 563

Non-cash employee benefits expense - share-based payments 106 484

Other non-cash expenses - (78)

Make good interest (8) -

Net loss on sale of non-current assets 619 450

Net exchange differences (9) 966

Change in operating assets and liabilities:

(Increase) / decrease in trade and other receivables (8,419) (1,348)

(Increase) / decrease in inventories 12,102 12,169

(Increase) / decrease in deferred tax assets 227 (5,275)

(Increase) / decrease in other non current assets (309) (826)

(Increase) / decrease in other current assets 896 273

(Decrease) / increase in trade and other payables (485) 6,618

(Decrease) / increase in current tax liabilities (3,517) 3,665

(Decrease) / increase in provisions (110) 2,030

(Decrease) / increase in deferred revenue (100) 2,454

Net cash inflow from operating activities 38,969 54,893

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.

Note 12 Financial risk management page 81

Note 13 Capital management page 86

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 81
Note 12 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 unpre-

dictability of financial markets and 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.

Risk

Market risk - foreign

exchange

Market risk - interest rate

Credit risk

Liquidity risk

Exposure arising from

Future commercial transactions

Recognised financial assets and

liabilities not denominated in AUD

Long-term borrowings at variable rates

Cash and cash equivalents and

trade receivables

Borrowings and other liabilities

Measurement

Cash flow

forecasting

Sensitivity analysis

Sensitivity analysis

Aging analysis

Rolling cash flow

forecasts

Management

Forward foreign

exchange contracts

Interest rate swaps

Diversification of bank

deposits, credit limits

and letters of credit

Availability of

committed credit lines

and borrowing facilities

The Group's overall risk management program includes a focus on financial risk 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 so that appropriate actions may be taken.

(a)

DERIVATIVES

The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed

using derivative instruments are foreign currency risk and interest rate risk.

The Group’s risk management strategy and how it is applied to manage risk are explained below.

(i) Classification of derivatives

Derivatives are only used for economic hedging purposes and not as speculative investments. However, where

derivatives do not meet the hedge accounting criteria, they are classified as ‘held for trading’ for accounting

purposes and are accounted for at fair value through profit or loss. They are presented as current assets or

liabilities to the extent 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(o). Further information about

the derivatives used by the Group is provided in note 12(b) below.

Derivatives not designated as hedging instruments

The Group uses foreign currency-denominated borrowings and foreign exchange forward contracts to

manage some of its transaction exposures. The foreign exchange forward contracts are not designated as

cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying

transactions, generally from one to six months.

(ii) Fair value measurements

For information about the methods and assumptions used in determining the fair value of derivatives please

refer to note 8(f).

(iii) Hedging reserves

The Group’s hedging reserves are disclosed in the statement of changes in equity.

There were no reclassifications from the cash flow hedge reserve to profit or loss during the year in

relation to the foreign currency forwards and options.

82 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 12 Financial risk management continued

(iv) Amounts recognised in profit or loss

During the year, the following amounts were recognised in profit or loss in relation to foreign currency

transactions and interest rate swaps:

2019 2018


$000 $000

Net foreign exchange gain/(loss) included in other gains/(losses) 92 (1,029)

Total net foreign exchange (losses) recognised in profit

before income tax for the year 92 (1,029)

Hedge ineffectiveness

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic

prospective effectiveness assessments to ensure that an economic relationship exists between the hedged

item and hedging instrument.

For hedges of interest rate risk, the Group enters into hedge relationships where the critical terms of

the hedging instrument match exactly with the terms of the hedged item. The Group therefore performs a

qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item

such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the

Group uses the hypothetical derivative method to assess effectiveness. It may occur due to:

• the credit value/debit value adjustment on the interest rate swaps which is not matched by the loan, and

• differences in critical terms between the interest rate swaps and loans.

There was no ineffectiveness during 2019 or 2018 in relation to the interest rate swaps.

(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 and net 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 forward foreign exchange contracts to buy

specified amounts of various foreign currencies in the future at a pre-determined exchange rate.

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 2019 30 June 2018

USD NZD CAD USD NZD CAD

$000 $000 $000 $000 $000 $000

Cash and cash equivalents 16 33 28 6 52 48

Trade receivables 1,590 2 - 266 - -

Trade payables 1,567 - 113 5,811 53 101

Forward exchange contracts:

Buy foreign currency (cash flow hedges) 12,000 - - 7,000 - -

Sensitivity

The Group's principal foreign currency exposures arise from trade payables and receivables outstanding at

year end.

Most trade payables are repaid within 45 days so there is minimal equity impact arising from foreign

currency exposures.

Impact on pre-tax profit Impact on other

components of equity

2019 2018 2019 2018

$000 $000 $000 $000

US$ Trade payables

us$ exchange rate - increase 10%* - - 1,697 372

us$ exchange rate - decrease 10%* - - (1,752) (1,542)

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 83
(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 cover of 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 fixed and variable rate interest

amounts calculated by reference to an agreed-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 borrowings at the end of the reporting year are as follows:

2019 2018

% of total % of total

$000 loans $000 loans

Variable rate borrowings 32,704 100.0% 35,213 100.0%

An analysis by maturities is provided in note 12(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.

Instruments used by the group

Swaps in place cover approximately 76.4% (2018: 71.0%) of the variable rate principal outstanding.

As at the end of the reporting year, the Group had the following variable rate borrowings and interest rate

swap contracts outstanding:

2019 2018

Weighted Balance Weighted Balance

average average

interest rate interest rate

% $000 % $000

Bank overdrafts and bank loans 2.54% 32,704 2.97% 35,213

Interest rate swaps (notional principal amount) 3.91% 25,000 3.91% 25,000

Net exposure to cash flow interest rate risk 7,704 10,213

An analysis by maturities is provided in note 12(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

2019 2018 2019 2018

$000 $000 $000 $000

Interest rates - increase by 100 basis points (100 bps)* (109) (102) (2) (9)

Interest rates - decrease by 100 basis points (100 bps)* 109 102 2 8

* 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%.

84 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 12 Financial risk management continued

(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 deposits with 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) Credit quality and impaired in-house customer finance

In-house customer finance was established in Canada and the United States in October 2012. Customer credit

risk is managed subject to the Group's established policy, procedures and control relating to customer credit

risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and

individual credit limits are defined in 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 8(b)(ii). The Group does not hold

collateral as security. The Group evaluates the concentration of risk with respect to trade receivables as low.

2019 2018

The credit quality and ageing of these receivables is as follows:

$000 $000

Performing:

Current, aged 0 - 30 days 26,511 19,566

Past due, aged 31 - 90 days 508 460

Non-performing:

Past due, aged more than 90 days 463 519

27,482 20,545

Movements in the provision for in-house customer finance

receivables impairment loss were as follows:

2019 2018


$000 $000

Opening balance 1,430 1,118

Amounts written off (2,263) (2,162)

Additional provisions recognised 2,028 2,451

Exchange differences 85 23

1,280 1,430

(ii) Impaired trade receivables

A provision for impairment loss is recognised when there is objective evidence that an individual trade

receivable is impaired. The amount written off during the period amounted to $615,000 (2018: $415,000).

The ageing of these receivables is as follows:

2019 2018


$000 $000

0 - 30 days 3,677 3,750

31 - 60 days 574 375

61 - 90 days 171 201

91 + days 400 586

4,822 4,912

Movements in the provision for impairment of trade receivables

that are assessed for impairment collectively are as follows:

2019 2018


$000 $000

At 1 July 819 502

Amounts written off (615) (415)

Additional provisions recognised 201 733

Exchange differences 4 (1)

At 30 June 409 819

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 85
(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 and strategic 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 was

available. The Group had access to the following undrawn borrowing facilities at the end of the reporting year:

2019 2018


$000 $000

Floating rate

- Expiring beyond one year (bank overdrafts) 1,955 1,924

- Expiring beyond one year (bank loans) 32,704 35,213

34,659 37,137

(ii) Maturities of financial liabilities

The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their

contractual maturities for:

• all non-derivative financial liabilities, and

• 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.


Less than


6 - 12 Between Between Over Total

Contractual maturities


6 months


months 1 and 2 2 and 5 5 years contractual

of financial liabilities years years cash flows

$000 $000 $000 $000 $000 $000

At 30 June 2019

Non-derivatives

Trade payables 44,548 - - - - 44,548

Borrowings - - 32,704 - - 32,704

Total non-derivatives 44,548 - 32,704 - - 77,252

Derivatives

Gross settled (forward foreign

exchange contracts) 145 - - - - 145

Net settled (interest rate swaps) 52 158 113 - - 323

197 158 113 - - 468

At 30 June 2018

Non-derivatives

Trade payables 49,340 - - - - 49,340

Borrowings - - 35,213 - - 35,213

Total non-derivatives 49,340 - 35,213 - - 84,553

Derivatives

Net settled (interest rate swaps) - - 302 88 - 390

- - 302 88 - 390

86 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019

2019 2018

$000 $000


9,679 9,685


9,686 9,686

19,365 19,371



5,816 9,686

Note 13 Capital management

(a) RISK MANAGEMENT

The Group's objectives when managing capital are to:

• safeguard their ability to continue as a going 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 EBIT fixed cover charge ratio, the consolidated debt to EBITDA and consolidated debt to capitalisation.

There have been no breaches of these covenants.

(b)

DIVIDENDS

(i) Ordinary shares

Final dividend for the year ended 30 June 2018 of 2.5¢ (2017 - 2.5¢)

per fully paid share paid on 28 Sept 2018 (2017 - 29 Sept 2017).

Interim dividend for the year ended 30 June 2019 of 2.5¢ (2018 - 2.5¢)

per fully paid share paid on 27 March 2019 (2018 - 29 March 2018).

(ii) Dividends not recognised at the end of the reporting period

Since year end the Directors have declared the payment of a final

dividend of

au1.5¢ per fully paid ordinary share* (2018 - au2.5¢).

The final dividend will be unfranked and fully imputed. The aggregate

amount of the dividend expected to be paid on 27 September 2019

out of retained earnings, but not recognised as a liability at year end, is

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

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

(iii) Franking and imputation credits

2019 2018



$000 $000

Franking credits available for subsequent reporting periods

based on a tax rate of 30.0% (2018 - 30.0%) 1,487 1,822

Imputation credits available for subsequent reporting periods based

on the New Zealand tax rate of 28.0% (2018 - 28.0%) 17,885 23,893

The dividends paid during the current financial period and corresponding previous 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 by the 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$2,381,000 (2018: nz$4,075,000). The amount of imputation credits is dependent on the NZD

exchange rate at the time of the dividend.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 87
Note 14 Discontinued operations

A discontinued operation is a component of 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 area of 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 operations are presented separately in the consolidated statement of

profit or loss.

2019 2018

FINANCIAL PERFORMANCE AND CASH FLOW INFORMATION $000 $000

Emma & Roe

Revenue - 16,935

Expenses - (26,939)

Impairment of other assets - (429)

Impairment of property, plant and equipment and other assets - (7,038)

Store exit costs - (6,038)

(Loss) before income tax

- (23,509)

Income tax expense - 6,737

(Loss) after income tax of discontinued operation - (16,772)

(Loss) from discontinued operation - (16,772)

Net cash (outflow) from operating activities - (12,656)

Net cash (outflow) from investing activities - (3)

Net cash inflow from financing activities - 12,675

Net increase in cash generated by the subsidiary - 16

Michael Hill United States

Revenue - 11,845

Expenses - (16,309)

Impairment of property, plant and equipment and other assets - (3,641)

Store exit costs - (5,333)

Other gains/(losses) (revaluation of contingent consideration receivable) - 13

(Loss) before income tax

- (13,425)

Income tax expense - (11)

(Loss) from discontinued operation - (13,436)

Net cash (outflow) from operating activities - (1,521)

Net cash (outflow) from investing activities - (65)

Net cash inflow / (outflow) from financing activities - 987

Net decrease in cash generated by the subsidiary - (599)

Total profit/(loss) from discontinued operations - (30,208)

88 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 15 Interests in other entities

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):

Country of Ownership interest

Subsidiaries Incorporation held by the group

2019 % 2018 %

Michael Hill Jeweller (Australia) Pty Limited Australia 100 100

Michael Hill Wholesale Pty Limited Australia 100 100

Michael Hill Manufacturing Pty Limited Australia 100 100

Michael Hill Franchise Pty Limited Australia 100 100

Michael Hill Franchise Services Pty Limited Australia 100 100

Michael Hill Finance (Limited Partnership) Australia 100 100

Michael Hill Group Services Pty Limited Australia 100 100

Michael Hill Charms Pty Limited Australia 100 100

Michael Hill Online Pty Limited Australia 100 100

Emma & Roe Pty Limited Australia 100 100

Emma & Roe Online Pty Ltd Australia 100 100

Durante Holdings Pty Limited Australia 100 100

Michael Hill New Zealand Limited

(formerly known as Michael Hill International Limited) New Zealand 100 100

Michael Hill Jeweller Limited New Zealand 100 100

Michael Hill Finance (NZ) Limited New Zealand 100 100

Michael Hill Franchise Holdings Limited New Zealand 100 100

MHJ (US) Limited New Zealand 100 100

Emma & Roe NZ Limited New Zealand 100 100

Michael Hill Online Holdings Limited New Zealand 100 100

Michael Hill Jeweller (Canada) Limited Canada 100 100

Michael Hill LLC United States 100 100

Note 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 June 2019 of $137,000

(30 June 2018 - $472,000).

From time to time, Companies within the Group are party to various legal actions as well as inquiries from

regulators and government bodies that have 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 over and above already provided in the financial statements from such

action would not have a material 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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 89
Note 17 Commitments

OPERATING LEASES

The Group leases all shops and in addition, various offices and warehouses under 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.

Commitments for minimum lease payments in relation to


2019 2018

non-cancellable operating leases are payable as follows:* $000 $000

Within one year 39,948 40,752

Later than one year but not later than five years 92,457 88,701

Later than five years 22,665 24,407

155,070 153,860

* Includes the lease commitment for an Emma & Roe store where the store closure is still in progress via negotiated

outcomes with the respective landlord.

Note 18 Events occurring after the reporting period

DIVIDENDS

On 15 August 2019, the Directors have declared the payment of a final dividend for the year ended 30 June 2019.

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 operations of the Group, the results of those operations or the state of affairs of the

Group or economic entity in subsequent financial years.

Note 19 Related party transactions

(a) SUBSIDIARIES

The ultimate parent and controlling entity of the Group is Michael Hill International Limited. Interests in subsidiaries

are set out in note 15(a).

(b)

KEY MANAGEMENT PERSONNEL COMPENSATION 2019 2018

$ $

Short-term employee benefits 2,164,448 2,214,394

Long-term benefits 37,696 43,792

Post-employment benefits 91,183 123,224

Share-based payments 93,600 402,864

2,386,927 2,784,274

Detailed remuneration disclosures are provided in the remuneration report on pages 35 to 45.

(c)

TRANSACTIONS WITH OTHER RELATED PARTIES

The following transactions occurred with related parties

2019 2018

$ $

Sales and purchases of goods and services

Services rendered for graphic design of the annual report

by a related party of board members 13,225 12,447

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.

90 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 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 Limited are 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 no consideration. 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.

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:

2019 2018

Average Number of Average Number of

exercise price options exercise price options

per share

per share option

As at 1 July NZD options 1.56 3,400,000 1.47 4,650,000

Forfeited during the year 1.53 (1,500,000) - -

Expired during the year - - 1.25 (1,250,000)

As at 30 June NZD options 1.58 1,900,000 1.56 3,400,000

As at 1 July AUD options 1.78 400,000 2.12 200,000

Granted during the year 1.11 200,000 1.44 200,000

As at 30 June AUD options 1.56 600,000 1.78 400,000

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 2019 30 June 2018

22 September 2009 30 September 2019 nz$0.94 100,000 100,000

5 November 2009 30 September 2019

nz$0.94 - 150,000

17 September 2010 30 September 2020

nz$0.88 100,000 250,000

16 November 2011 30 September 2021

nz$1.16 100,000 250,000

19 September 2012 30 September 2022

nz$1.41 100,000 250,000

18 September 2013 30 September 2023

nz$1.82 100,000 250,000

29 November 2013 30 September 2023

nz$1.82 1,000,000 1,750,000

10 November 2014 30 September 2024

nz$1.63 200,000 200,000

22 January 2016 30 September 2025

nz$1.14 200,000 200,000

22 September 2016 30 September 2026

au$2.12 200,000 200,000

5 October 2017 30 September 2027

au$1.44 200,000 200,000

22 September 2018 30 September 2028

au$1.11 200,000 -

Total 2,500,000 3,800,000

The weighted average remaining contractual life of share options outstanding at the end of the period was

5.1 years (2018: 5.1 years).

The range of exercise prices for options outstanding at the end of the year was

nz$0.88 - nz$1.82 and

au$1.11 - au$2.12. Refer to the table above for detailed 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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 91
Fair value of options granted

The fair value at grant date for the options issued during the 2019 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, the expected

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 of the 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 granted during the year ended 30 June 2019 and 30 June 2018 included:

June 2019 June 2018

22 September 2018 5 October 2017

Number of options 200,000 200,000

Dividend yield 5.00% 5.00%

Expected volatility 25% 25%

Risk-free interest rate 4.78% 4.78%

Expected life of options (years) 7.5 7.5

Option exercise price

au$1.11 au$1.44

Share price at grant date

au$0.85 au$1.09

Weighted average fair value per option

nz14.0¢ nz14.8¢

(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 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 in the preceding year. The share rights progressively vest 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

participant is deemed a 'Good Leaver' pursuant to the LTI plan rules.

During the year, the Board agreed to grant 224,670 share rights to eligible participants of the deferred

compensation plan.

All share rights were issued on the basis that they are divided into three tranches and vest over 3, 4 and

5 years, respectively.

2019 average 2019 2018 average 2018

exercise price per Number of exercise price per Number of

share right $ rights share right $ rights

Outstanding as at 1 July 1.30 919,102 1.66 382,551

Granted 0.54 224,670 1.05 536,551

Vested 1.57 (311,487) - -

Forfeited 1.05 (310,676) - -

Outstanding at 30 June 0.54 521,609 1.30 919,102

In prior financial years, 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 ('VWAP') of Michael Hill International shares

over 5 trading days following the Michael Hill International shares trading on an ex-dividend basis.

92 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 20 Share-based payments continued

Share rights issued during the 2019 financial year used the Black-Scholes model to determine the fair value

of share rights using the following inputs as at 30 June 2019:

June 2019

Number of options 224,670

Share price $0.67

Annualised volatility 40%

Expected dividend yield 6.50%

Risk free rate 1.50%

Fair value of share right $0.54

(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:

2019 2018


$000 $000

Options issued under employee option plan 11 42

Share rights issued under CEO and LTI plan 95 442

106 484

Note 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:

2019 2018

Ernst & Young $ $

(i) Audit and other assurance services:

Audit and review of financial statements 477,223 411,910

(ii) Other services:

Advisory fees 127,512 170,231

Total remuneration of Ernst & Young Australia 604,735 582,141

Total auditors' remuneration 604,735 582,141

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 93
Note 22 Earnings per share 2019 2018

Restated

(a) BASIC EARNINGS PER SHARE

From continuing operations 4.26¢ 8.20¢

From discontinued operations - (7.80¢)

Total basic earnings per share attributable to

the ordinary equity holders of the Company 4.26¢ 0.40¢

(b)

DILUTED EARNINGS PER SHARE

From continuing operations 4.25¢ 8.19¢

From discontinued operations - (7.79¢)

Total basic earnings per share attributable to

the ordinary equity holders of the Company 4.25¢ 0.40¢

(c)

RECONCILIATION OF EARNINGS USED 2019 2018


IN CALCULATING EARNINGS PER SHARE

Restated

$000 $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 16,498 31,765

From discontinued operations - (30,208)

16,498 1,557

Diluted earnings per share

Profit from continuing operations attributable

to the ordinary equity holders of the Company:

From continuing operations 16,498 31,765

From discontinued operations - (30,208)

Used in calculating diluted earnings per share 16,498 1,557

(d)

WEIGHTED AVERAGE NUMBER OF SHARES


2018 2017


USED AS THE DENOMINATOR Number Number

Weighted average number of ordinary shares used as

the denominator in calculating basic earnings per share 387,483,743 387,438,513

Adjustments for calculation of diluted earnings per share:

Options - 500,000

Share rights 854,613 -

Weighted average number of ordinary and potential ordinary shares

used as the denominator in calculating diluted earnings per share

388,338,356 387,938,513

(e)

INFORMATION CONCERNING THE CLASSIFICATION OF SECURITIES

Options and share rights

Options and share rights 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 and share rights have not been

included in the determination of basic earnings per share. Details are set out in note 20(a).

94 MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
Note 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:

2019 2018


$000 $000

Balance sheet

Current assets 41,146 39

Non-current assets 338,180 338,473

Total assets 379,326 338,512

Current liabilities 243 3,517

Total liabilities 243 3,517

Shareholders' equity

Issued capital 291,126 290,408

Reserves - Acquisition reserve 40,907 40,907

- Option and share rights reserve 757 1,370

Retained earnings 46,293 2,310

379,083 334,995

Profit or loss for the year 43,578 20,000

Total comprehensive income 43,578 20,000

(b)

GUARANTEES ENTERED INTO BY THE PARENT ENTITY

The Parent has issued the following guarantees in relation to the debts of its subsidiaries:


Pursuant to Class Order 2016/785, Michael Hill International Limited and the subsidiaries listed below

entered into a deed of cross guarantee on 30 June 2016. The effect of the deed is that Michael Hill

International Limited has guaranteed to pay any deficiency in the event of winding 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 or other liabilities subject to the guarantee.

• 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.

(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 2019 of $72,000 (2018: $72,000).

Note 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,

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 95
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 to enter into a Deed of Cross

Guarantee. The effect of the deed is that the Company guarantees each creditor payment in full of any debt in the

event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding

up occurs under other provisions of the Corporations Act 2001, the Company 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 Guarantee that are controlled by Michael Hill International Limited, they also

represent the Extended Closed Group.

(a)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS, STATEMENT OF COMPREHENSIVE INCOME AND

SUMMARY OF MOVEMENTS IN CONSOLIDATED RETAINED EARNINGS

Set out below is a consolidated statement of profit or loss, a consolidated statement of comprehensive

income and a summary of movements in consolidated retained earnings for the year ended 30 June 2019 of

the closed group consisting of Michael Hill International Limited and the entities noted above.

Consolidated statement of profit or loss


2019 2018

Restated

$000 $000

Revenue from sales of goods and services 430,052 461,319

Sales to Group companies not in Closed Group 48,004 34,803

Other income 988 231

Cost of goods sold (206,255) (200,608)

Employee benefits expense (125,720) (138,258)

Occupancy costs (45,645) (53,293)

Marketing expenses (24,133) (26,647)

Selling expenses (21,333) (23,788)

Impairment of investment - (14,361)

Depreciation and amortisation expense (13,714) (14,535)

Loss in disposal of property, plant and equipment (498) (377)

Other expenses (15,468) (21,854)

Finance costs (2,574) (3,003)

Profit before income tax 23,704 (371)

Income tax expense (4,203) (2,981)

Profit for the year 19,501 (3,352)

Other comprehensive income

Items that may be reclassified to profit or loss

Exchange differences on translation of foreign operations 11,336 (4,413)

Other comprehensive income for the period, net of tax 11,336 (4,413)

Total comprehensive income for the year 30,837 (7,765)

Statement of changes in equity

Equity at the beginning of the financial year 463,296 501,191

Correction of prior year error (net of tax) in opening retained earnings - (11,244)

Total comprehensive income / (loss) 30,837 (7,765)

Share rights through share based payments reserve 95 440

Option expense through share based payment reserve 11 45

Dividends paid (19,365) (19,371)

Total equity at the end of the financial year 474,874 463,296

96 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS
Note 24 Deed of cross guarantee continued

(b)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Set out below is a consolidated statement of financial position as at 30 June 2019 of the Closed Group consisting

of Michael Hill International Limited and the entities noted above.

2019 2018


Restated

$000 $000

Current assets

Cash and cash equivalents 3,704 2,977

Trade and other receivables 9,004 8,070

Inventories 137,750 153,164

Current tax receivables (358) (2,095)

Loans to related parties 244,716 237,783

Other current assets 2,904 2,641

Total current assets 397,720 402,540

Non-current assets

Property, plant and equipment 34,617 38,214

Deferred tax assets 55,713 62,903

Intangible assets 15,386 12,525

Investments in subsidiaries 87,834 85,727

Other non-current assets 2,062 2,310

Total non-current assets 195,612 201,679

Total assets 593,332 604,219

Current liabilities

Trade and other payables 20,488 42,558

Provisions 25,824 27,920

Deferred revenue 19,597 19,804

Total current liabilities 65,909 90,282

Non-current liabilities

Provisions 6,947 4,908

Deferred revenue 45,602 45,733

Total non-current liabilities 52,549 50,641

Total liabilities 118,458 140,923

Net assets 474,874 463,296

Equity

Contributed equity 309,975 309,256

Reserves (750) (3,643)

Retained profits 165,649 157,683

Total equity 474,874 463,296

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED 2019 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 97
Directors' declaration

In the Directors' opinion:

(a) there are reasonable grounds to believe that the Company will be able

to pay its debts as and when they become due and payable;

(b) the financial statements and notes of the Group for the financial year

ended 30 June 2019, 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 2019 and of its performance for the financial

year ended on that date;

(c) as at the date of this declaration, there are reasonable grounds to

believe that the members of the extended closed group identified in

note 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.

Note 2(a) confirms that the financial statements also comply with International

Financial Reporting Standards as issued by the International Accounting

Standards Board.

The Directors have been given the declarations by the chief executive

officer and chief financial officer required by section 295A of the Corporations

Act 2001.

This declaration is made in accordance with a resolution of the Directors.

E.J. Hill, Chair

Brisbane, 15 August 2019

Independent Auditor's Report
to the Members of Michael Hill International Limited

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

T +61 7 3011 3333

F +61 7 3011 3100

ey.com/au

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 2019, 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

statements, 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 the Corporations Act 2001, including:

a) giving a true and fair view of the consolidated financial position of the Group as at 30 June 2019 and of its consolidated financial

performance for the year ended on that date; and

b) complying with Australian Accounting Standards and the Corporations Regulations 2001.

BASIS FOR OPINION

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described

in the Auditor’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 the Corporations Act 2001 and the ethical requirements of the Accounting Professional and

Ethical Standards Board’s APES 110 Code 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 the Auditor’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.

Why significant

The existence of inventories was a key audit

matter due to the size of the recorded asset

(30 June 2019: $179,503,000) which represents

47% (2018:50%) 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(l)

and further disclosure is included in Note 9(a) of

the financial report.

How our audit addressed the key audit matter

Our audit procedures included the following:

• Assessed the effectiveness of controls relevant to the conduct of physical stocktaking.

• Attended full stock counts throughout the year 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

in to 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

of 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 analysis of any unusual fluctuations outside

of our set expectations of the year-end balance compared to prior year.

EXISTENCE OF INVENTORY

98

MICHAEL HILL INTERNATIONAL LIMITED AUDITOR'S REPORT

Why significant
The recognition of professional 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 3year 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 3(a) of the financial report, the Group’s

performance obligation for its lifetime plans are satisfied over time.

In measuring the progress toward complete satisfaction of the

performance obligation the Group uses customer usage history and

industry information. As such, the determination of the pattern of

revenue recognition is judgmental.

The pattern of recognising revenue, is disclosed in Note 5(c)(iii)

of the financial report and is based on an input method to measure

progress towards complete satisfaction of the service, because

the customer simultaneously receives and consumes the benefits

provided by the Group. As circumstances change over time, the

Group updates its measure of progress to reflect any changes in

the outcome of the performance obligation. In accordance with

Australian Accounting Standards such changes are reflected in the

current year results.

This change in estimate has been disclosed in Note 3(a) to the

financial report.

PROFESSIONAL CARE PLAN (PCP) REVENUE RECOGNITION

How our audit addressed the key audit matter

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.

• Assessed the appropriateness of the balance of the PCP revenue

recognised during the year and the closing deferred PCP contract

liability at year end based on the change in usage pattern.


Assessed the Group’s calculation supporting the change in

estimate relating to revenue recognition, which included agreeing

assumptions to samples of the underlying PCP repairs usage data.

• Considered the changes in the PCP revenue recognition and the

closing deferred PCP contract liability at year-end as a result of

the Group’s exit from the United States in 2018 is aligned with the

Australian Accounting Standards.

Why significant

The Group has recorded a Provision for Employee Remediation

as both a current year and prior period accounting matter. A

review of the Group’s Australian retail employment contracts and

rostering showed non-compliance with certain requirements of

the General Retail Industry Award (“GRIA”) for a number of the

Group’s store-based workforce in Australia. The non-compliance

resulted in the underpayment of certain of current and former

employees. The Group intends to remediate this issue in the next

financial period.

The provision for employee remediation was a key audit matter

because of the estimation uncertainty and judgements used in

determining the payroll shortfall to be used in calculating the

provision and the nature of the matter.

The Group estimates the provision for the cumulative amount of

additional payroll costs, payable to current and former employees, for

the six financial year period ended 30 June 2019 is $24.8 million. As

outlined in Note 3(b), the income statement impact of the provision

affects the current year by $3.1 million after tax, the comparative

financial year by $3.1 million and opening retained earnings at 1 July

2017 by $11.2 million.

EMPLOYEE REMEDIATION

How our audit addressed the key audit matter

In assessing the Provision for Employee Remediation, our procedures

included the following:

• Developed an understanding of the non-compliance with the

requirements of the GRIA and held discussions with management

and the Group’s legal counsel to determine the nature of the

matter and assessed the accounting treatment was aligned with

AASB 108 Accounting Policies, Changes in Accounting Estimates

and Errors.

• Developed an understanding of the basis for management’s

estimate of the provision and the nature of the estimation

uncertainty at reporting date.

• Tested the completeness of management’s model by agreeing

the inputs to the supporting documentation.

• Tested the mathematical accuracy of the provision calculation

and assessed if it was in line with the requirements of Australian

Accounting Standards.

• Assessed the adequacy of the disclosures made in the financial

statements including the significant judgements and estimates

adopted by management.

MICHAEL HILL INTERNATIONAL LIMITED AUDITOR'S REPORT 99

INFORMATION OTHER THAN THE FINANCIAL REPORT
AND AUDITOR’S REPORT THEREON

The directors are responsible for the other information. The other

information comprises the information included in the Group’s 2019

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 respon-

sibility 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 the Corporations 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, mis-

representations, or the override of internal control.

• 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.

100 MICHAEL HILL INTERNATIONAL LIMITED AUDITOR'S REPORT

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 2019.

In our opinion, the Remuneration Report of Michael Hill International

Limited for the year ended 30 June 2019 complies with section

300A of the Corporations 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 the Corporations 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

15 August 2019

MICHAEL HILL INTERNATIONAL LIMITED AUDITOR'S REPORT 101

Additional information required by the ASX Listing Rules and not shown elsewhere in the Annual Report is as follows:
Twenty largest shareholders as at 12 september 2019

Fully Paid % of Fully Paid

Ordinary Shares Ordinary Shares

Hoglett Hamlett Limited* 148,330,600 38.25

New Zealand Central Securities Depository Ltd 38,577,074 9.95

J P Morgan Nominees Australia Pty Limited 20,108,965 5.19

Mole Hill Limited* 19,156,926 4.94

Squeakidin Limited* 19,156,926 4.94

HSBC Custody Nominees (Australia) Limited 14,390,376 3.71

Forsyth Barr Custodians Limited 11,370,544 2.93

BNP Paribas Noms (NZ) Ltd 5,448,789 1.41

FNZ Custodians Limited 3,408,549 0.88

Citicorp Nominees Pty Limited 2,998,250 0.77

Morgan Stanley Australia Securities (Nominee) Pty Ltd 2,652,497 0.68

BNP Paribas Noms Pty Ltd 2,522,899 0.65

ASB Nominees Limited 2,488,884 0.64

Mr Philip Roy Taylor 2,311,487 0.60

Wayne Kenneth Butler & Christina Anne Butler 1,760,000 0.45

Custodial Services Limited 1,697,509 0.44

Vanward Investments Limited 1,466,180 0.38

Leveraged Equities Finance Limited 1,423,000 0.37

Dorchester Trustee Limited & DDS Trustee Services Ltd 1,230,000 0.32

Tao Xie 1,174,730 0.30

To t a l 301,674,185 77.80

Total Remaining Holders Balance 86,094,920 22.20

* Denotes entities in which a member or members of the Hill family have an ownership interest.

Distribution Of Security Holders as at 12 september 2019

Number of No. of holders Number of No. of holders Number of No. of holders

fully paid of fully paid unlisted of unlisted unlisted of unlisted

ordinary shares

ordinary shares options options share rights share rights

1-1,000 388,831 589 - - - -

1,001-5,000 4,088,918 1,318 - - - -

5,001-10,000 7,454,566 900 - - - -

10,001-100,000 43,596,242 1,381 - - 348,931 7

100,001 - over 332,240,548 149 1,500,000 2 125,715 1

To t a l 387,769,105 4,337 1,500,000 2 474,646 8

Unmarketable parcels as at 12 september 2019

Minimum Holders Units

parcel size

Minimum $500.00 parcel at $0.49 per unit 1,021 591 391,060

ASX Listing Rules – Additional Information

102

Substantial holders as defined by the ASX Listing Rules, as at 12 September 2019
Latest Notice Date Shares

Hoglett Hamlett Limited and others* 13 October 2016 148,330,600

Mark Simon Hill 13 October 2016 167,487,526

Emma Jane Hill 13 October 2016 167,487,526

Fisher Funds Management Limited 26 September 2017 38,514,923

Accident Compensation Corporation 8 November 2018 24,690,553

* Includes: Hoglett Hamlett Limited (New Zealand incorporated company with company number 5994887), Sir

Richard Michael Hill, Lady Ann Christine Hill and Veritas Hill Limited (New Zealand incorporated company with

company number 2303840).

103

104
Corporate directory

DIRECTORS

E.J. Hill BCom, MBA (Chair)

Sir R.M. Hill KNZM

G.W. Smith

BComm, FCA, FAICD

R.I. Fyfe BEng, FENZ

J.S. Allis

COMPANY SECRETARY

A. Lowe

BCom, LLB (Hons), MAppFin, CA, CTA

PRINCIPAL REGISTERED

OFFICE IN AUSTRALIA

Metroplex on Gateway

7 Smallwood Place

Murarrie, QLD 4172

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 Australia)

AUDITOR

Ernst & Young

Level 51

111 Eagle Street

Brisbane, QLD 4000

SOLICITOR

Allens

Level 26

480 Queen Street

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

michaelhill.com.au

emmaandroe.com.au

investor.michaelhill.com

EMAIL

inquiry@michaelhill.com.au

ENGAGEMENT RINGS FROM

THE EVERMORE COLLECTION

c
JEWELLERY FROM SPIRITS BAY

COLLECTION BY CHRISTINE HILL

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.