Notice of Annual General Meeting

Notice of Annual General
Meeting 2020

Notice of
Annual General Meeting
Notice is given that the Annual General Meeting of
Shareholders of Michael Hill International Limited
ACN 610 937 598 (‘Company’) will be held as a virtual
meeting online at https://web.lumiagm.com/350660334
, on
Tuesday 27 October 2020 at 10am (AEST) ('the Meeting').
The Explanatory Notes accompany and form part of this
Notice of Annual General Meeting ('Notice').
ITEMS OF BUSINESS
Item 1: Chair, CEO and CFO Presentations
Item 2: Financial Statements and Reports
To receive and consider the Company’s Annual Report for
the year ended 28 June 2020, comprising the Financial
Report, Directors’ Report and the Auditor’s Report.
Item 3: Remuneration Report
Resolution 1. Remuneration Report
To consider and, if thought fit, pass the following advisory
resolution:
“That the Remuneration Report for the year ended 28 June
2020 (as set out in the Directors’ Report) is adopted.”
Voting exclusion: The Company will disregard any votes
on this resolution by certain persons. Details of the
applicable voting exclusions are set out in the 'Voting
restrictions' section of the 'Information for shareholders'
section of this Notice.
Item 4: Election and re-election of Directors
Resolution 2. Ms Jacqueline Naylor
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution:
“That Ms Jacqueline Naylor (appointed as a Director of the
Company on 15 July 2020) who retires in accordance with
ASX Listing Rule 14.4 and Rule 36.2 of the Company’s
Constitution and, being eligible, offers herself for election,
be elected as a Director of the Company.”
Resolution 3. Mr Robert Fyfe
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution:
“That Mr Robert Fyfe who retires by rotation in accordance
with ASX Listing Rule 14.4 and Rule 38.6 of the Company’s
Constitution and, being eligible, offers himself for
re-election, be re-elected as a Director of the Company.”

Item 5: Constitution amendments
Resolution 4. Amendments to the Constitution
To consider and, if thought fit, to pass the following
resolution as a special resolution:
“That in accordance with section 136(2) of the Corporations
Act, the Company's Constitution be amended as set out in
the Explanatory Notes with immediate effect.”
Item 6: General business
To consider any other business as may be lawfully put
forward in accordance with the Constitution of the Company.

By order of the Board


Emily Bird
Company Secretary

Information for shareholders
PARTICIPATION IS ONLINE ONLY THIS
YEAR
All shareholders may attend the Meeting.
Due to the impact of the coronavirus pandemic, the
Company has made alternative arrangements to the format
of this year’s Meeting. The Meeting will be held virtually
(online) only. There will not be a meeting where
shareholders can attend in person.
You may participate in the Meeting by:
•attending the Meeting via the live webcast where
voting and questions will be facilitated during the
Meeting
•submitting your votes by proxy in advance of the
meeting. Instructions on how to submit your votes by
proxy are contained in this section of the Notice of
Meeting
•submitting your questions in advance of the meeting.
Technical difficulties
If there is a technical difficulty affecting any online
participants, the Chair may continue to hold the Meeting
and transact business, including conducting a poll and
voting in accordance with valid proxy instructions. For this
reason, the Company encourages shareholders to lodge a
directed proxy by 10am on Sunday 25 October 2020, even
if they intend to participate online.
How to register, participate and vote online for the
Meeting
Registration for the Meeting will open at 9.30am (AEST) on
Tuesday 27 October 2020. Shareholders wishing to
participate in the Meeting may do so via computer or a
mobile device at https://web.lumiagm.com/350660334
and
entering the following details:
•Meeting ID: 350-660-334
•Username: Your unique shareholder number
(SRN/HIN/CSN/HRN) which can be found on recent
shareholding statements
•P
assword:
»For Australian security holders: Postcode of
registered holding
»For New Zealand security holders: NZL
»For other overseas residents: The relevant
t
hree character country code set out in the
attached Online Meeting Guide.
More information regarding participating in the Meeting,
including browser requirements and information for
overseas shareholders, is detailed in the Online Meeting
Guide attached to this Notice of Meeting.
If you have any questions in relation to registering online
for the Meeting or attending the live Meeting webcast,
please call Computershare on +61 3 9415 4024 during the
onl
ine registration period which will open 30 minutes prior
to the start of the meeting.
QUESTIONS
Only verified shareholders may ask questions or make
comments during the Meeting, by submitting their question
or comment in writing online via the virtual platform.
Shareholders will be able to submit their question or
comment as soon as the Meeting commences. The
Company encourages shareholders to submit their
question or comment as early as possible during the
Meeting, and not wait until the relevant item is being
discussed.
In addition to asking questions at the meeting, written
questions to the Board, the Group Executive and the
Auditors of the Company, may be submitted by no later
than 10am AEST on Friday 23 October 2020 to
investor@michaelhill.com.au.
The Company will seek to address the raised relevant
questions during the course of the Meeting. Please note
that individual responses may not be sent to shareholders.
VOTING
Entitlement to vote
The Company has determined that for the purposes of the
Meeting (including voting), shareholders will be taken to be
those persons who are the registered holders of shares in
the Company as at 10am (AEST) on Sunday 25 October
2020.
All resolutions will be by poll
As shareholders are being asked to participate virtually in
the Meeting, and in accordance with the Corporations
(Coronavirus Economic Response) Determination (No. 1)
2020, each resolution will be conducted by a poll.
Voting options
A shareholder who is entitled to attend and vote at the
Meeting may do so:
•electronically, using the virtual meeting platform
during the Meeting
•by proxy
•by corporate representative (if the shareholder is a
corporation), or
•by attorney.
Electronic direct voting
Electronic direct voting will be used at this year’s online
Meeting via the virtual platform. Detailed instructions on
how to log in to, vote and ask questions during the meeting
are set out in the attached Online Meeting Guide.

Voting by proxy
Shareholders are encouraged to exercise their right to vote
by proxy. A proxy must be a natural person and need not
be a shareholder of the Company. Proxies can be
appointed in respect of all or a portion of a shareholder’s
votes. If shareholders are entitled to cast two or more
votes, they can appoint two proxies each to exercise a
specified portion of their voting rights.
For the appointment of a proxy to be effective, completed
proxy forms must be received by the Company’s share
registry no later than 10am on Sunday 25 October 2020.
Submitting your proxy
Shareholders may appoint a proxy either:
• online
» at www.investorvote.com.au
using the secure
access information contained in the personalised
letter sent to shareholders dated 25 September
2020
» by using a mobile device to scan the
personalised QR code contained in the
personalised letter to shareholders dated 25
September 2020
• by mail or fax, as detailed on the proxy form.
If you wish to appoint a proxy by mail or fax, please contact
Company’s share registry by calling 1300 555 159, to
request a personalised proxy form be sent to you. As this
method may result in delays receiving validly completed
forms, shareholders are encouraged to submit their proxy
votes online using one of online methods above.
Corporate representatives
Corporate shareholders and corporate proxies may appoint
a representative in accordance with the Corporations Act
2001 (Cth) ('Corporations Act'). The Company will require a
certificate appointing the corporate representative. A form
of certificate may be obtained from the Company’s share
registry by calling 1300 555 159 or at
www.computershare.com.au.
The certificate must be lodged with the Company before
the Meeting commences. The certificate will be retained by
the Company. A corporate representative will not be
permitted to vote at the Meeting unless the necessary
certificate of appointment has been produced prior to
admission to the Meeting.
Appointing the Chair as your proxy
The Chair of the Meeting intends to vote all available
undirected proxies in favour of all of the resolutions.
If you complete a proxy form that authorises the Chair of
the Meeting to vote on your behalf as proxy, and you do not
mark any of the boxes so as to give the Chair directions
about how your vote should be cast, then, in accordance
with the express authority provided for in the voting form,
the Chair will vote in favour of all resolutions, including
Resolution 1 even though it is directly or indirectly
connected with the remuneration of a member of the KMP.
If you wish to appoint the Chair of the Meeting as your
proxy, and you wish to direct her how to vote, please tick
the appropriate box on the form.
If you appoint as your proxy any director of Michael Hill,
except the Chair of the Meeting, or any other KMP or any
of their closely related parties and you do not direct your
proxy how to vote on Resolution 1, he or she will not vote
your proxy on that item of business.
Power of Attorney
If a shareholder has appointed an attorney to attend and
vote at the Meeting or if the proxy form is signed by an
attorney, the power of attorney must, unless it has
previously been lodged with Computershare for notation,
be received by the Company's share registry by no later
than 10am on Sunday 25 October 2020.
Voting restrictions
The Corporations Act and the ASX Listing Rules require
that certain persons must not vote in particular ways, and
the Company must disregard particular votes cast by or on
behalf of certain persons, on certain resolutions to be
considered at the Meeting. These voting exclusions are
described below.
Resolution 1 – Remuneration Report
Votes may not be cast, and the Company will disregard any
votes cast, on Resolution 1:
• by or on behalf of any KMP member whose
remuneration details are included in the
Remuneration Report, or any of their closely related
parties, regardless of the capacity in which the votes
are cast, or
• by any person who is a KMP member as at the time
the resolution is voted on at the Meeting, or any of
their closely related parties, as a proxy,
unless the votes are cast as a proxy for a person who is
entitled to vote on the resolution:
• in accordance with a direction in the proxy
appointment, or
• by the Chair of the Meeting in accordance with an
express authorisation in the proxy appointment to cast
the votes even if the resolution is connected directly
or indirectly with the remuneration of a KMP member.
For the purposes of these voting exclusions:
• the 'KMP' (or key management personnel) are those
persons having authority and responsibility for
planning, directing and controlling the activities of the
Company's consolidated group, either directly or
indirectly. This includes all Directors (executive and
non-executive) and select members of the Company’s
Group Executive. The KMP for the Company's
consolidated group during the year ended 28 June
2020 are listed in the Remuneration Report contained
in the Company's 2020 Annual Report
• a 'closely related party' of a KMP member means:
» a spouse or child of the member, or
» a child of the member’s spouse, or
» a dependant of the member or of the member’s
spouse, or
» anyone else who is one of the member’s family
and may be expected to influence the member,
or be influenced by the member, in the
member’s dealings with the entity, or
» a company the member controls.
The Company will also apply these voting exclusions to
persons appointed as attorney by a shareholder to attend
and vote at the Meeting under a power of attorney, as if
they were appointed as a proxy.

Explanatory Notes
Item 2: Financial Statements and Reports
The Corporations Act requires the Financial Report and the
reports of the Directors and the Auditor be laid before the
Meeting. Shareholders will be given a reasonable
opportunity to raise questions and make comments on these
reports at the Meeting.
The Company’s Auditor will be present at the Meeting to
answer questions regarding the audit and the Auditor’s
Report.
There is no requirement for a formal resolution on this item.
Item 3: Remuneration Report (Resolution 1)
Shareholders are asked to adopt the Company’s
Remuneration Report for the year ended 28 June 2020. The
Remuneration Report is set out in the Directors’ Report
section of the Company’s 2020 Annual Report.
The Company’s remuneration strategy is to align
shareholder value with executive reward. The Company’s
remuneration framework aims to attract, motivate and retain
talent, reward achievement of strategic objectives and
create a reward differentiation to drive performance values
and behaviours.
The vote on Resolution 1 is advisory only and does not bind
the Directors or the Company. However, a reasonable
opportunity for discussion of the Remuneration Report will
be provided at the Meeting. The Board will take into account
the discussion on this resolution and the outcome of the
vote when considering the future remuneration
arrangements of the Company.
Recommendation
The Board recommends that shareholders vote FOR
Resolution 1.
Item 4: Election and re-election of Directors
(Resolutions 2 & 3)
Rules 38.1 and 38.6 of the Company’s Constitution requires
a minimum of one director to retire by rotation at the
Meeting, and that a director must not hold office without
re-election past the third Annual General Meeting following
that director’s appointment or three years, whichever is
longer. Robert Fyfe has held office as a director without
re-election since the Company’s Annual General Meeting in
2017, and will retire and offer himself for re-election by
shareholders at the Meeting.
Rule 36.2 of the Company’s Constitution requires a director
who is appointed by the Board to retire at the next Annual
General Meeting following their appointment. Jacqueline
Naylor was appointed as a director in the period since the
2019 Annual General Meeting, and will retire and offer
herself for election by shareholders at the Meeting.



Profiles of the Directors are as follows:
Robert Fyfe
Independent non-executive director
• Member of the Board since 9 June 2016
• Chair, People Development & Remuneration
Committee
• Member, Audit & Risk Management Committee
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.
Rob is also an independent non-executive director of Air
Canada.
Jacqueline Naylor
Independent non-executive director
• Member of the Board since 15 July 2020
• Member, Audit & Risk Management Committee
Jacqueline is a highly regarded Australian retail leader with
over thirty years’ executive and board experience in retail,
fashion and eCommerce. She is currently an independent
non-executive director of Myer and Cambridge Clothing and
was previously a director of PAS Group, Macpac and the
Virgin Australia Melbourne Fashion Festival. This follows an
extensive career as a retail executive (and later an
Executive Director) at the Just Group, where Jacqueline
oversaw merchandising, marketing and brand strategies
across a portfolio of 800 stores.
Recommendation
The Board (other than the Director who is the subject of the
relevant resolution) considers Robert Fyfe and Jacqueline
Naylor as independent directors, and recommends that
shareholders vote FOR Resolution 2 and Resolution 3.
Item 5: Amendments to the Constitution (Resolution 4)
Shareholders will note that there has been a significant
amount of discussion around the technological evolution of
shareholder meetings. The Corporations Act was
temporarily modified in 2020 by the Corporations
(Coronavirus Economic Response) Determination (No. 1)
2020, which has enabled the Company to hold the Meeting
in an entirely virtual format and improve the opportunity for
shareholder attendance and participation in the Meeting
using technology.
The Company has recently undertaken a review of its
Constitution and proposes a number of modifications to
reflect developments in or accord with the prevailing market
practices, requirements of the Corporations Act and ASX
Listing Rules, and matters of a drafting or technical nature.

The key amendments proposed are designed to enable the
Company to embrace technology to efficiently and flexibly
administer general meetings going forward while
encouraging shareholder participation. In this regard,
broadly the changes are:
•to allow and facilitate virtual meetings (subject to
applicable laws)
•to provide greater clarity around the procedures that
can be used to conduct and participate in and vote at
virtual or hybrid meetings
•to allow direct voting
•to confirm that virtual attendees at virtual and hybrid
meetings are deemed in attendance (for quorum and
other purposes).
The Company also proposes a technical amendment to
Rule 81 regarding restricted securities so that it is consistent
with the ASX Listing Rules as amended on 1 December
2019, and a minor drafting change to reflect the current
name of the Company.
A more detailed summary of the key proposed amendments
is set out below.
A complete copy of the existing Constitution and a copy
showing the proposed amendments can be accessed at the
‘Annual General Meetings’ section of the Investor Centre
website at investor.michaelhill.com.
Under section 136(2) of the Corporations Act, amendments
to the Constitution may only be made by special resolution
of shareholders.
Recommendation
The Board recommends that shareholders vote FOR
Resolution 4.
Summary of key proposed Constitution amendments
Use of technology at general meetings (Rule 21A and
Rule 22)
The coronavirus pandemic has highlighted the need for
companies to be agile and able to cater for changing times
and unexpected circumstances.
Going forward the Company seeks to ensure that its
Constitution affords it maximum flexibility (subject to the
prevailing applicable laws) to hold hybrid or virtual general
meetings; to utilise technology to efficiently administer, and
allow shareholder participation in, general meetings.
The Company is proposing to include the following new
Rule 21A (and delete unnecessary duplication from existing
Rule 22) dealing with the use of technology and clarifying
that a shareholder will be counted for quorum purposes
where they attend a general meeting via technology.
"21A. Use of t echnology at Meetings
21.8 The Company may hold a Meeting at two or more
venues or at such other place or places as may be
determined by
the Directors using any form of technology
which gives the Members as a whole a reasonable
opportunity to participate. Subject to applicable law, the
place or any place of the Meeting does
not need to be a
physical location and may be a virtual or online location.
21.9 If the place or a place of the Meeting is determined
by the Directors not to be a physical location and is
facilitated by an instantaneous communication device
which, by itself or in conjunction with other arrangements:
(a)gives the general body of Members a reasonable
opportunity to participate in the business of the Meeting;
and
(b)enables the Members to vote on a show of hands, on a
poll or by Direct Vote,
a Member present at the place is taken to be present at the
Meeting and entitled to exercise all rights of a Member
Present.
21.10 If a separate meeting place is linked to the main
place of the Meeting by an instantaneous communication
device which, by itself or in conjunction with other
arrangements:
(a)gives the general body of Members a reasonable
opportunity to participate in the business of the Meeting;
and
(b)enables the Members to vote on a show of hands, on a
poll or by Direct Vote,
a Member present at the place is taken to be present at the
Meeting and entitled to exercise all rights as if he or she
was present at the main place.
21.11 If, before or during any Meeting of Members, any
technical difficulty occurs where all Members may not be
able to participate, the Chairman may, subject to the
Corporations Act and this Constitution:
(a)adjourn the Meeting either for such reasonable period
as may be required to fix the technology or to such other
time and place as the Chairman deems appropriate; or
(b)allow the Meeting to continue."
Change of meeting place (Rule 25.7)
Similarly, the Company wishes to ensure the Constitution
affords it the flexibility to change the place of the meeting
(for example, to an online location) where circumstances
arise after the meeting has been convened making the
existing place inappropriate. The Company proposes the
following new Rule 25.7 to cater for this.
25. Adjournments and postponements of Meetings
...
"25.7 The Directors may, by notice given in accordance
with this Rule change the place of a Meeting if it considers
(acting reasonably) that the place would be unreasonable or
impractical, a change is necessary in the interests of
conducting the Meeting efficiently, or it is otherwise in the
interests of Members to do so, provided that:
(a)a Meeting which is called in accordance with a
member's requisition under the Corporations Act; or
(b)any other Meeting which is not called by the Directors,
may not be changed without the prior written consent of the
person or persons who called or requisitioned the Meeting.
Notice of the change of place of a Meeting must state the
reason for the change of place and:
(c)while the Company is Listed, be given to the Exchange
and/or NZX (as applicable); and
(d)subject to the Corporations Act and the Listing Rules, be
given in any other manner determined by the Directors
."

Direct voting (Rule 26A)
The Company is proposing amendments to allow for 'direct
voting' at general meetings, where permitted by, and in
accordance with the rules and procedures prescribed by the
Directors. In broad terms, direct voting allows shareholders
to deliver votes in non-traditional methods, including voting
by electronic means.
The Company is proposing to include the following new
'Rule 26A Direct Voting' and definition of 'Direct Vote' (along
with minor drafting changes throughout the Constitution for
consistency).
"26A. Direct Voting
26.10 The Board may, subject to law, determine that, at
any Meeting of Members or a class of Members, a Member
who is entitled to attend and vote at that Meeting is entitled
to give their vote by Direct Vote.
26.11 The Board may, subject to this Constitution,
prescribe regulations, rules and procedures in relation to the
giving of Direct Votes (including specifying the form, method
and timing of giving a Direct Vote at or for the purposes of a
meeting in order for the vote to be valid) and for revoking a
Direct Vote. Without limitation, such regulations, rules and
procedures may permit a Member to give a Direct Vote prior
to the relevant Meeting. The Board must specify in the
notice of meeting, or in any document accompanying the
notice of meeting or otherwise made available to Members
for the purpose of the meeting, the form, method and timing
of giving a Direct Vote in order for the Direct Vote to be
valid.
26.12 If sent by post or fax, a Direct Vote must be signed
by the Member or properly authorised attorney or, if the
Member is a company, either under seal or by a duly
authorised officer or attorney.
26.13 If sent or lodged electronically, a Direct Vote is taken
to have been signed if it has been signed or authorised by
the Member in the manner approved by the Board or
specified in the notice of meeting.
26.14 At least 48 hours (or any shorter period as the Board
may permit or specified by the Corporations Act) before the
time for holding the relevant Meeting, adjourned meeting or
a poll at which a person proposes to cast a notice of their
voting intention, the Company must receive at its registered
office or at such other electronic address or by such other
electronic means specified for that purpose in the notice of
meeting:
(a) the Direct Vote; and
(b) if relevant, any authority or power under which the
Direct Vote was signed or a certified copy of that power or
authority if not already lodged with the company.
26.15 A notice of voting intention is valid if it contains the
following information:
(a) the Member's name and address or any applicable
identifying notations such as the holder identification
number or similar approved by the Board or specified in the
notice of meeting; and
(b) the Member's voting intention on any or all of the
resolutions to be put before the Meeting, in respect of which
Meeting a determination has been made by the Board in
accordance with Rule 26.10."
"Direct Vote means a notice of a Member's voting intention
delivered to the Company by post, fax, electronic or other
means approved by the Board and otherwise in accordance
with this Constitution and regulations, rules and procedures
made by the Board in accordance with Rule 26A."
Restricted securities (Rule 81)
On 1 December 2019 the ASX Listing Rules were amended.
Relevantly, ASX Listing Rule 15.12 ('LR 15.12') was
changed and contains new requirements which are required
to be reflected in listed entities' constitutions in respect of
restricted securities.
The new LR 15.12 will apply to the Company if it issues
restricted securities in the future. The Company presently
does not have any restricted securities on issue and has no
current intention to issue restricted securities.
As such, although the new LR 15.12 does not currently
affect the Company, it is taking the prudent approach to use
the opportunity at this Meeting to amend its Constitution so
that it is consistent with the amended LR 15.12.
Consequently, the Company is proposing to delete existing
'Rule 81 Restricted Securities' and replace with the following
new Rule 81 which directly aligns with the language in LR
15.12.
"81. Restricted Securities
81.1 The Company shall comply in all respects with the
requirements of the Listing Rules with respect to Restricted
Securities. Without limiting the generality of the above:
(a) a holder of Restricted Securities must not
dispose of, or agree or offer to dispose of,
the securities during the escrow period
applicable to those securities except as
permitted by the Listing Rules of the
Exchange or the Exchange;
(b) if the Restricted Securities are in the same
class as quoted securities, the holder will be
taken to have agreed in writing that the
Restricted Securities are to be kept on the
Company's issuer sponsored sub register
and are to have a holding lock applied for
the duration of the escrow period applicable
to those securities;
(c) the Company will refuse to acknowledge
any disposal (including, without limitation, to
register any transfer) of Restricted
Securities during the escrow period
applicable to those securities except as
permitted by the Listing Rules of the
Exchange or the Exchange; and
(d) a holder of Restricted Securities will not be
entitled to participate in any return of capital
on those securities during the escrow
period applicable to those securities except
as permitted by the Listing Rules of the
Exchange or the Exchange; and
(e) if a holder of Restricted Securities breaches
a restriction deed or a provision of the
Company's Constitution restricting a
disposal of those securities, the holder will
not be entitled to any Dividend or
distribution, or to exercise any voting rights,
in respect of those securities for so long as
the breach continues."

SRN/HIN: I9999999999
For your proxy appointment to be effective it
must be received by 10am (AEST) Sunday,
25 October 2020.
All your securities will be voted in accordance with your directions.
YOUR VOTE IS IMPORTANT
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Proxy Form
Lodge your Proxy Form:How to Vote on Items of Business
Online:
Use your computer or smartphone to
appoint your proxy and vote at
www.investorvote.com.au or scan your
personalised QR code below using your
smartphone.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
By Fax:
Your secure access information is
APPOINTMENT OF PROXY
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
Control Number: 999999
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, any one of the securityholders
may sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry,
please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant to section 204A
of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please sign in the appropriate place to indicate the office
held. Delete titles as applicable.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box your proxy may vote or abstain as
they choose (to the extent permitted by law). If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of securities you wish to vote in the For, Against or Abstain box or
boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the
meeting and vote on a poll. If you appoint two proxies you must specify the percentage of
votes or number of securities for each proxy, otherwise each proxy may exercise half of the
votes. When appointing a second proxy write both names and the percentage of votes or
number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
ACN 610 937 598
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the
meeting you will need to provide the appropriate “Appointment of Corporate
Representative”. A form may be obtained from Computershare or online at
www.investorcentre.com under the help tab, "Printable Forms".
*L000001*
*L000001*
SAMPLE ONLY

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act
generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the
extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Michael Hill International Limited (Company) to be held as a
virtual meeting online at https://web.lumiagm.com/350660334, on Tuesday, 27 October 2020 at 10am (AEST) and at any adjournment or
postponement of that Meeting.
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting
as my/our proxy (or the Chair becomes my/our proxy by default), if the Chair is a member of the Key Management Personnel details of whose
remuneration are included in the Remuneration Report or a Closely Related Party of such a member, I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is
connected directly or indirectly with the remuneration of a member of Key Management Personnel of the Company or, if the Company is part of a
consolidated entity, for the entity.
"Key Management Personnel" and "Closely Related Party" have the respective meanings given in the explanatory memorandum for the notice of
meeting accompanying this proxy form.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on
any resolution by marking the appropriate box in step 2.
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the
Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Appoint a Proxy to Vote on Your Behalf
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
Proxy Form
Please markto indicate your directions
I/We being a member/s of Michael Hill International Limited hereby appoint
the Chair
of the Meeting
OR
PLEASE NOTE: Leave this box blank if
you have selected the Chair of the
Meeting. Do not insert your own name(s).
Step 1
Step 2
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
This section must be completed.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile NumberEmail Address
(Optional)
Signature of Securityholder(s)
Step 3
ForAgainstAbstain
Resolution 1Remuneration Report
Resolution 2
Election of Ms Jacqueline Naylor as a Director
Resolution 3Re-election of Mr Robert Fyfe as a Director
Resolution 4
Amendments to the Constitution
Date
/ /
Before completing your vote and returning by post, please consider using the
preferred electronic voting option outlined on the front page of this form.
SAMPLE ONLY

Meeting ID
Australian residents
Overseas Residents
Appointed Proxies

>
Username

(SRN or HIN) and
>
Password

(postcode of your registered address).
>
Password
>
Username

(SRN or HIN) and
(three-character
country code) e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada - CAN.
To receive your unique username and password, please contact Computershare Investor Services on +61 3 9415 4024 Monday to Friday during business hours.
Online meeting guide
If you choose to participate online
you
will be able to view a live webcast of the meeting, ask the Directors questions online
and submit your votes in real time. T
o
particpate online
visit
https://web.lumiagm.com
on your smartphone, tablet or
computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.
1


2
To proceed into the meeting, you will need to read and accept the Terms & Conditions
Icon descriptions
The broadcast bar allows you to
view and
listen
to the
preceedings.
Meeting ID as provided in the Notice of Meeting
.
A full list of country codes is provided at the end of this guide
.
To participate in the meeting you will be required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.
Voting icon, used to vote. Only visible when the Chair opens the poll.Home page icon
,
displays meeting information.
Questions icon, used to ask questions.
Getting started
To log in, you must have the following information:
Participating at
the meeting








Icon descriptions
The broadcast bar allows you to view and listen to the preceedings.
Once logged in, you will see the home page, which displays the meeting title and name of theregistered securityholder or nominated proxy.
34
6
To register as a guest
, select '
G
uest'
and enter your name and email address.
To register as a securityholder
, select
'
Security
holder
or
P
roxy' and enter your SRN

or HIN and Postcode or Country Code.
To register as a proxyholder
, select
'
S
ecur
i
tyholder
or
P
roxy' and you will need your

username and password as provided by Computershare. In the ‘SRN or HIN’

fiel
d
enter
your username

and in the ‘Postcode or Country
Code’ field enter your password.
Voting icon, used to vote. Only visible when the Chair opens the poll.Home page icon
,
displays meeting information.
Questions icon, used to ask questions.
5

To ask a question tap on the question icon ,
type your question in the chat box at the bottom of the screen and select the send icon.

Confirmation
that your message has been received will appear.
When the Chair declares the poll open:> A voting icon will appear on screen and the meeting resolutions will be

displayed
> To vote, tap one of the voting options. Your response will be highlighted> To change your vote, simply press a different option to overrideThe number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.
Icon descriptions
The broadcast bar allows you to view and listen to the preceedings.
For Assistance If you require assistance before or during the meeting please call +61 3 9415 4024
To view the webcast you must tap the broadcast arrow on your screen and press the play button. Toggle between the up anddown arrow to switch between screens.
7
8
9
Voting icon, used to vote. Only visible when the Chair opens the poll.Home page icon
,
displays meeting information.
Questions icon, used to ask questions.
ABW
ARUBA
AFG
AFGHANISTAN
AGO
ANGOLA
AIA
ANGUILLA
ALA
ALAND ISLANDS
ALB
ALBANIA
AND
ANDORRA
ANT
NETHERLANDS ANTILLES
ARE
UNITED ARAB EMIRATES
ARG
ARGENTINA
ARM
ARMENIA
ASM
AMERICAN SAMOA
ATA
ANTARCTICA
ATF
FRENCH SOUTHERN
TERRITORIES
ATG
ANTIGUA AND BARBUDA
AUS
AUSTRALIA
AUT
AUSTRIA
AZE
AZERBAIJAN
BDI
BURUNDI
BEL
BELGIUM
BEN
BENIN
BFA
BURKINA FASO
BGD
BANGLADESH
BGR
BULGARIA
BHR
BAHRAIN
BHS
BAHAMAS
BIH
BOSNIA & HERZEGOVINA
BLM
ST BARTHELEMY
BLR
BELARUS
BLZ
BELIZE
BMU
BERMUDA
BOL
BOLIVIA
BRA
BRAZIL
BRB
BARBADOS
BRN
BRUNEI DARUSSALAM
BTN
BHUTAN
BUR
BURMA
BVT
BOUVET ISLAND
BWA
BOTSWANA
BLR
BELARUS
CAF
CENTRAL AFRICAN
REPUBLIC
CAN
CANADA
CCK
COCOS (KEELING)
ISLANDS
CHE
SWITZERLAND
CHL
CHILE
CHN
CHINA
CIV
COTE D’IVOIRE
CMR
CAMEROON
COD
CONGO DEMOCRATIC
REPUBLIC OF
COG
CONGO PEOPLES
REPUBLIC OF
COK
COOK ISLANDS COL
COLOMBIA
COM
COMOROS
CPV
CAPE VERDE
CRI
COSTA RICA
CUB
CUBA
CXR
CHRISTMAS ISLAND
CYM
CAYMAN ISLANDS
CYP
CYPRUS
CZE
CZECH REPUBLIC
DEU
GERMANY
DJI
DJIBOUTI
DMA
DOMINICA
DNK
DENMARK
DOM
DOMINICAN REPUBLIC
DZA
ALGERIA
ECU
ECUADOR
EGY
EGYPT
ERI
ERITREA
ESH
WESTERN SAHARA
ESP
SPAIN
EST
ESTONIA
ETH
ETHIOPIA
FIN
FINLAND
FJI
FIJI
FLK
FALKLAND ISLANDS (MALVINAS)
FRA
FRANCE
FRO
FAROE ISLANDS
FSM
MICRONESIA
GAB
GABON
GBR
UNITED KINGDOM
GEO
GEORGIA
GGY
GUERNSEY
GHA
GHANA
GIB
GIBRALTAR
GIN
GUINEA
GLP
GUADELOUPE
GMB
GAMBIA
GNB
GUINEA-BISSAU
GNQ
EQUATORIAL GUINEA
GRC
GREECE
GRD
GRENADA
GRL
GREENLAND
GTM
GUATEMALA
GUF
FRENCH GUIANA
GUM
GUAM
GUY
GUYANA
HKG
HONG KONG
HMD
HEARD AND MCDONALD
ISLANDS
HND
HONDURAS
HRV
CROATIA
HTI
HAITI
HUN
HUNGARY
IDN
INDONESIA
IMN
ISLE OF MAN
IND
INDIA
IOT
BRITISH INDIAN OCEAN
TERRITORY
IRL
IRELAND
IRN
IRAN ISLAMIC
REPUBLIC OF
IRQ
IRAQ
ISL
ICELAND
ISM
BRITISH ISLES
ISR
ISRAEL
ITA
ITALY
JAM
JAMAICA
JEY
JERSEY
JOR
JORDAN
JPN
JAPAN
KAZ
KAZAKHSTAN
KEN
KENYA
KGZ
KYRGYZSTAN
KHM
CAMBODIA
KIR
KIRIBATI
KNA
ST KITTS AND NEVIS
KOR
KOREA REPUBLIC OF
KWT
KUWAIT
LAO
LAO PDR
LBN
LEBANON
LBR
LIBERIA
LBY
LIBYAN ARAB
JAMAHIRIYA
LCA
ST LUCIA
LIE
LIECHTENSTEIN
LKA
SRI LANKA
LSO
LESOTHO
LT U
LITHUANIA
LUX
LUXEMBOURG
LVA
LATVIA
MAC
MACAO
MAF
ST MARTIN
MAR
MOROCCO
MCO
MONACO
MDA
MOLDOVA REPUBLIC OF
MDG
MADAGASCAR
MDV
MALDIVES
MEX
MEXICO
MHL
MARSHALL ISLANDS
MKD
MACEDONIA FORMER
YUGOSLAV REP
MLI
MALI
MLT
MALTA
MMR
MYANMAR
MNE
MONTENEGRO
MNG
MONGOLIA
MNP
NORTHERN MARIANA ISLANDS
MOZ
MOZAMBIQUE
MRT
MAURITANIA
MSR
MONTSERRAT
MTQ
MARTINIQUE
MUS
MAURITIUS
MWI
MALAWI
MYS
MALAYSIA
MYT
MAYOTTE
NAM
NAMIBIA
NCL
NEW CALEDONIA
NER
NIGER
NFK
NORFOLK ISLAND
NGA
NIGERIA
NIC
NICARAGUA
NIU
NIUE
NLD
NETHERLANDS
NOR
NORWAY
PL

NEPAL
NRU
NAURU
NZL
NEW ZEALAND
OMN
OMAN
PAK
PAKISTAN
PAN
PANAMA
PCN
PITCAIRN ISLANDS
PER
PERU
PHL
PHILIPPINES
PLW
PALAU
PNG
PAPUA NEW GUINEA
POL
POLAND
PRI
PUERTO RICO
PRK
KOREA DEM PEOPLES
REPUBLIC OF
PRT
PORTUGAL
PRY
PARAGUAY
PSE
PALESTINIAN TERRITORY
OCCUPIED
PYF
FRENCH POLYNESIA
QAT
QATARPL NEPAL
NRU
NAURU
NZL
NEW ZEALAND
OMN
OMAN
PAK
PAKISTAN
PAN
PANAMA
PCN
PITCAIRN ISLANDS
PER
PERU
PHL
PHILIPPINES
PLW
PALAU
PNG
PAPUA NEW GUINEA
POL
POLAND
PRI
PUERTO RICO
PRK
KOREA DEM PEOPLES
REPUBLIC OF
PRT
PORTUGAL
PRY
PARAGUAY
PSE
PALESTINIAN TERRITORY OCCUPIED
PYF
FRENCH POLYNESIA
QAT
QATAR
REU
REUNION
ROU
ROMANIA
RUS
RUSSIAN FEDERATION
RWA
RWANDA
SAU
SAUDI ARABIA KINGDOM
OF
SCG
SERBIA AND
MONTENEGRO
SDN
SUDAN
SEN
SENEGAL
SGP
SINGAPORE
SGS
STH GEORGIA & STH
SANDWICH ISL
SHN
ST HELENA
SJM
SVALBARD & JAN MAYEN
SLB
SOLOMON ISLANDS
SLE
SIERRA LEONE
SLV
EL SALVADOR
SMR
SAN MARINO
SOM
SOMALIA
SPM
ST PIERRE AND
MIQUELON
SRB
SERBIA
STP
SAO TOME AND
PRINCIPE
SUR
SURINAME
SVK
SLOVAKIA
SVN
SLOVENIA
SWE
SWEDEN
SWZ
SWAZILAND
SYC
SEYCHELLES
SYR
SYRIAN ARAB REPUBLIC
TCA
TURKS AND CAICOS
ISLANDS
TCD
CHAD
TGO
TOGO
THA
THAILAND
TJ K
TAJIKISTAN
TKL
TOKELAU
TKM
TURKMENISTAN
TLS
EAST TIMOR
DEMOCRATIC REP OF
TMP
EAST TIMOR
TON
TONGA
TTO
TRINIDAD & TOBAGO
TKM
TURKMENISTAN
TLS
EAST TIMOR
DEMOCRATIC REP OF
TMP
EAST TIMOR
TON
TONGA
TTO
TRINIDAD & TOBAGO
TZA
TANZANIA UNITED
REPUBLIC OF
UGA
UGANDA
UKR
UKRAINE
UMI
UNITED STATES MINOR OUTLYING
URY
URUGUAY
USA
UNITED STATES OF AMERICA
UZB
UZBEKISTAN
VAT
HOLY SEE (VATICAN CITY
STATE)
VCT
ST VINCENT & THE GRENADINES
VEN
VENEZUELA
VGB
BRITISH VIRGIN ISLANDS
VIR
US VIRGIN ISLANDS
VNM
VIETNAM
VUT
VANUATU
WLF
WALLIS AND FUTUNA
WSM
SAMOA
YEM
YEMEN
YMD
YEMEN
DEMOCRATIC
YUG
YUGOSLAVIA SOCIALIST
FED REP
ZAF
SOUTH AFRICA
ZAR
ZAIRE
ZMB
ZAMBIA
ZWE
ZIMBABWE
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