Michael Hill International Limited logo

Annual Report to Shareholders

Annual Report24 September 2021MHJConsumer Discretionary

ANNUAL REPORT 2021

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-looking 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 Company’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, particularly in light of the

current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic.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).

1
Contents

The Directors are pleased to

present the annual report of

Michael Hill International Limited

and its subsidiaries for the year

ended 27 June 2021.

3 COMPANY PROFILE

5 CHAIR REVIEW

7 CEO REVIEW

10 PERFORMANCE HIGHLIGHTS

11 KEY FACTS

12 FY21 RESULTS

14 TREND STATEMENT

16 SUSTAINABILITY

27 OUR EXECUTIVE TEAM

29 DIRECTORS’ REPORT

41 REMUNERATION REPORT

52 AUDITOR’S INDEPENDENCE DECLARATION

53 FINANCIAL STATEMENTS

95 DIRECTORS’ DECLARATION

95 INDEPENDENT AUDITOR’S REPORT

99 ADDITIONAL INFORMATION

100 CORPORATE DIRECTORY

SOLITAIRE AND ENHANCER RINGS FROM

THE EVERMORE COLLECTION

2
Our purpose:

the people behind the

moments that matter

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.

Following a successful listing on the New Zealand

Stock Exchange in 1987, the Group expanded across the

Tasman to Australia. After 15 years of sustained growth in

both countries, Michael Hill embraced the opportunity to

expand to North America in 2002, opening its first stores in

Vancouver, Canada. The Group's Canadian retail presence

continues to evolve as does the Group's innovative online

presence in all markets in which it operates.

In 2016 Michael Hill moved its primary stock

exchange listing to the Australian Securities Exchange

and continues to maintain a secondary listing on the New

Zealand Stock Exchange (ASX/NZX: MHJ).

As of 27 June 2021, the Group operates 150 stores

in Australia, 49 in New Zealand and 86 stores in Canada.

Around the world, the Group employs approximately 2,000

permanent employees across retail sales, manufacturing

and corporate roles

.

From 1979 to the present day, and as we look to the

future, one constant underpins all that we do: we’re for

love. Michael Hill remains committed to creating quality

jewellery for our customers to cherish for a lifetime.

Information on our corporate governance policies

and practices, including our Corporate Governance

Statement, is available on our Investor Centre website at

investor.michaelhill.com

Michael Hill is an international

retail business operating as a

leading modern, differentiated,

omni-channel jewellery group.


As of 27 June 2021, it operates

285 stores across Australia,

New Zealand and Canada.

We never lose sight of the
principles of courage, innovation,

quality, design and ambition that

Michael Hill was founded on...

5
STRONG RESULTS DURING

TRADE DISRUPTIONS

I am immensely proud of what the

Michael Hill team has delivered

over the last twelve months.

From the outset, we were

determined that the disruption

and uncertainty caused by the

pandemic raging around the

globe would not distract us

from our transformation agenda and the great progress

being made to position Michael Hill as a high performing,

modern, differentiated, omni-channel jeweller.

And the results speak for themselves; a record net

profit result for the group, strong balance sheet and

cash position, reduced inventory levels, increased sales

of branded collections, increased stock turn, substantial

growth in membership of our loyalty programme, continued

strong growth in our digital presence and effective

collaboration of our digital, social and physical channels.

Daniel will talk more to these achievements in his report.

It is clear that the impact of COVID-19 is not set

to abate anytime soon and the agility, adaptability,

resilience and perseverance, which enabled such a strong

performance over the last 12 months, will continue to drive

our strategic and operational momentum into the future.


COMMITMENT TO OUR PEOPLE

The pandemic has brought constant uncertainty and

sporadic restrictions on our freedom of movement and ability

to socialise, which can be debilitating and overwhelming

for many people. It is times such as these, with our people

exposed to new and elevated stresses, that our commitment

to our core beliefs and values is truly tested.

Throughout the year we have constantly been

referencing our values:

We care, We create outstanding

experiences, We are professional

and We are inclusive

and diverse

to inform our thinking and drive our decision

making. Through every lockdown event and in response to

every new COVID-19 protocol that has been mandated, we

have responded and engaged with our team to ensure they

have the best possible support to adapt to these changes.

First and foremost, our priority has been to ensure

that we implement best-in-class health and safety

protocols across all facets of our business to keep our

people, our customers and our suppliers safe.

It was pleasing to see this commitment recognised

with our highest ever employee engagement score in

our end of year employee engagement survey. We are

incredibly fortunate to have such an experienced and

committed team as we navigate these turbulent times.

Dear Shareholders,

STRENGTH OF OUR HERITAGE,

A FOUNDATION FOR OUR FUTURE

We are constantly evolving our brand position, product

offering, customer engagement programmes and

business systems at Michael Hill to ensure we remain

relevant as a modern, differentiated omni-channel

jeweller. But, notwithstanding the transformation

programme Daniel is successfully leading, we never lose

sight of the principles of courage, innovation, quality,

design and ambition that Michael Hill was founded on.

Daniel and his team are doing an outstanding job of

fusing our past with our future strategic direction and the

strength of the FY21 result demonstrates the traction we

are gaining.

OUR BOARD

The Board of Directors is comprised of highly collaborative,

capable individuals with deep retail backgrounds and a mix

of complementary skills.

We are very fortunate to have Sir Michael, our

Founder President, as custodian of our brand, actively

contributing both at the Board table and out around our

network. The Board and our teams in store continue to

benefit enormously from his experience, insights and

constant challenge to do better.

At the end of the financial year, Emma Hill decided to

retire as Chair and remain as a Non-Executive Director. As

an admirer of the Michael Hill brand for many decades,

I was honoured to be selected by the Board to succeed

Emma as Chair and I now look forward to building on

the heritage that Sir Michael and Emma and the entire

Hill Family have contributed over the last four decades

.

Furthermore, Daniel Bracken CEO, joined the Board as

Managing Director. I look forward to working with my

fellow Directors and the wider Michael Hill team to ensure

we continue to execute our strategic transformation and

develop and strengthen the Michael Hill brand in our

chosen markets.

THIS PAGE AND OPPOSITE PAGE:

MORGANITE AND DIAMOND RINGS FROM THE

SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION

6
The business delivered

both strong sales growth

and margin expansion in

all three markets...

TRANSFORMATION AGENDA ON TRACK
FY21 has been an outstanding year for

Michael Hill, delivering record financial

results, with all metrics up. This result

is a credit to both the execution of our

strategic initiatives and the dedication

and resilience of our team.

I’m particularly proud of these

results, as they were delivered whilst

navigating significant disruption from

the global pandemic. Half our Canadian stores were closed

for many months, Victorian stores were closed for more than

three months and multiple short sharp temporary closures were

experienced across our global network resulting in over 10,000

lost store trading days. Pleasingly, due to deliberate planning,

the pandemic did not significantly disrupt our inventory supply

chain and importantly, the business continued to prioritise the

ongoing health, safety and well-being of our team members and

our customers.

From a results perspective, the business delivered both

strong sales growth and margin expansion in all three markets,

further validating the transformation agenda is on track. Our

reinvigorated retail leadership demonstrated their commitment

to further embedding our retail fundamentals, which saw

increases in all key metrics – ATV, IPS and conversion. Our

Brilliance by Michael Hill loyalty program went from strength to

strength, ending the year with over 800,000 members.

Throughout the year we continued

to enhance our digital business,

which pleasingly, exceeded

expectations increasing sales

by 53% and

delivering yet

another record for digital,

now 6.3% of total sales. The

team also worked tirelessly

to roll-out additional

omni-channel offerings,

including “ship from store”,

“click and

reserve” and

“virtual selling”.

7

CEO’s message

THREE STONE DIAMOND RINGS FROM

THE SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION

DIVIDENDS

The Board has previously stated its intention

to restore dividend payments to historic

levels as the pandemic recovery becomes

more certain. After taking into consideration

business performance, the strength of the

balance sheet, and while also recognising the

risk of ongoing trading disruption, the Board

declared a final dividend of

au3.0¢ per share.

This final dividend complements the interim

FY20 deferred dividend debt of

au1.5¢ per

share and FY21 interim dividend of au1.5¢ per

share, paid earlier in the year and lays the

foundation for a sustainable dividend profile

going forward, subject to the impacts of

ongoing trading disruptions.

IN CONCLUSION

Reflecting on the year, I’m very proud of the

dedication, energy and resilience consistently

demonstrated throughout the business, and

would like to thank every individual and team

for their strength and determination in forging

ahead and contributing to the successful year

for Michael Hill – our business is our people.

I believe the company has a compelling

strategy and is well-placed, with a strong

balance sheet and a high performing

leadership team, to deliver on our growth and

transformation agenda, while also exploring

new business opportunities.

Regards,


Robert Fyfe

Chair

Throughout the year we continued to
enhance our digital business, which

pleasingly exceeded expectations,

increasing sales by 53% ...

• L OYA LT Y: With over 800,000 members in 18 months,
acquisition has been our number one priority for

Brilliance by Michael Hill. With the use of predicative

analytics and increased personalisation, further growth

in the business will be driven by opportunities of

activation, engagement and retention.


PRODUCT EVOLUTION: This sees a focus on regular

product newness, and uniquely Michael Hill branded

product as a key differentiator to excite our customers,

drive increased sales and margin growth. In the coming

years, the Company will increase its emphasis on

our Australian craftmanship, and continue to explore

additional sustainable and environmental opportunities.



COST CONSCIOUS CULTURE: The Company’s

significantly improved net cash and targeted inventory

position at year end demonstrate that a cost conscious

culture exists across every aspect of the Company.

We continue to optimise our supply chain, improve

the global store network, and enhance our credit

propositions globally.

EXECUTIVE LEADERSHIP TEAM

To support our strategic roadmap and further advance

our digital transformation, I’m delighted to welcome Keith

Louie, as our first ever Chief Digital Officer. Keith brings a

wealth of retail experience, eCommerce leadership and

digital strategy to the Michael Hill business.

Keith’s appointment, alongside the recent arrivals

of Amy Sznicer, Chief Retail Officer, and Jo Feeney,

Chief Marketing Officer, adds significant expertise to our

already high calibre leadership team.

We have assembled a world-class leadership team at

Michael Hill, which is fully committed to our strategy, the

transformation and delivering outstanding results.

Daniel Bracken

Managing Director and CEO

9

It should be noted our transformation agenda touches

every single aspect of our business, and I couldn’t be

happier with how the team is working together to deliver

common goals as we further strengthen and elevate the

Michael Hill brand.

This outstanding result is the culmination of over two

years of hard work, building and executing our strategy.

This is best evidenced by eight quarters of comparative

sales growth, together with sustained margin expansion.

STRATEGIC UPDATE

Our seven strategic pillars remain firmly in place and

continue to focus on the evolution of Michael Hill into a

modern, differentiated, omni-channel jewellery group.



BRAND: Elevating the Michael Hill brand, with the

introduction of aspirational brand-led campaigns and

an emphasis on local craftsmanship and artisans,

resulting in higher ATV and margin growth. Our

customer facing messaging will be further enhanced by

data and insights from our customer segmentation and

personalisation programs.



DIGITAL: Building on current momentum, we expect

our new initiatives will continue to grow this key

strategic pillar. Additionally, new 3rd party digital

channels will be explored and expanded to grow our

digital footprint. During the year, we also saw the launch

of our new pure-play demi-fine brand, Medley.



RETAIL FUNDAMENTALS: Underpinned by revitalised

leadership and the new retail incentive scheme, all

markets saw an increase across all key retail metrics.

Roster optimisation, visual excellence and increased

training will continue to be a priority, with additional

performance metrics added to our incentive scheme.



OMNI-CHANNEL: Enabled by the roll out of our new

ERP platform early in FY21, “ship from store” has

delivered many cost and customer experience benefits,

while “click and reserve” has contributed sizable

incremental sales and in-store upselling opportunities.

Having already seen the benefits for ATV in trialling

these new customer channels, these initiatives,

together with virtual sales and digital appointments

will now be progressively rolled out across our global

network, along with the launch of “click and collect”

for Christmas 2021, delivering incremental sales and

enhanced customer experience.

FANCY CUT THREE STONE DIAMOND

RINGS FROM THE SIR MICHAEL HILL

DESIGNER BRIDAL COLLECTION

10 MICHAEL HILL INTERNATIONAL LIMITED 2020 FINANCIAL STATEMENTS
Performance

Highlights

STATUTORY NET PROFIT AFTER TAX

INCREASED TO $45.3m

EARNINGS BEFORE INTEREST AND TAX

(EBIT) INCREASED TO $72.4m

GROUP OPERATING REVENUES

INCREASED 13.1% TO $556.5m

GROUP SAME STORE SALES WERE

up 8.6% FOR THE YEAR

GROUP GROSS MARGIN INCREASED BY

210BPS TO 62.7%

MAINTAINED TARGET INVENTORY LEVELS

AT $171.2m

STRONG BALANCE SHEET WITH A HEALTHY

NET CASH POSITION OF $72.4m

Key Financial Results

Operational Performance

BRILLIANCE BY MICHAEL HILL NOW

over 800,000 members

MICHAEL HILL BRANDED COLLECTION SALES

CLIMB TO 42.1% OF TOTAL SALES

EXTENSIVE TEMPORARY STORE CLOSURES

CULMINATING IN 10,447 LOST TRADING DAYS

ONE NEW STORE OPENED AND SIX

UNDER-PERFORMING STORES WERE CLOSED

DIGITAL SALES

REPRESENT 6.3% OF TOTAL SALES

DIGITAL SALES INCREASED BY

53.4% TO A RECORD $34.8m

11
2021 2020

KE Y R ATI O S

Return on average shareholders funds 26.1% 1.9%

Gross margin 62.7% 60.6%

Interest expense cover (times) 9.5 1.5

E

quity ratio (total equity/total assets) 38.1% 30.7%

Working capital ratio

(current assets / trade payables) 3.7 : 1 3.0 : 1

C

urrent ratio

(current assets/current liabilities) 1.8 : 1 1.4 : 1

DIVIDENDS - including final dividend

Per ordinary share

au4.5¢ au1.5¢

Times covered by net profit after tax 2.60 0.53

SHARE PRICE AT YEAR END au$0.83 au$0.32

KEY INVESTOR RATIOS

Basic earnings per share au11.68¢ au0.79¢

Diluted earnings per share

au11.63¢ au0.79

EBIT to sales 13.0% 2.9%

Re

turn on average total assets 9.0% 0.7%

SAME STORE SALES*

(in local currency)

Australia 13.0% 0.1%

New Zealand 7.1% 2.4%

Canada 6.8% 2.3%

Group same store sales movement 8.6% 2.7%

NUMBER OF STORES

Australia 150 155

New Zealand 49 49

Canada 86 86

Tot

al number of Michael Hill stores

285 290

* EBIT, Comparable EBIT and Same Store Sales are Non-IFRS

information and are unaudited. Please refer to page 35 for an

explanation of Non-IFRS information and a reconciliation of EBIT and

Comparable EBIT.

Key Facts

2021 2020

TRADING RESULTS

au$000 au$000 % Change

Group revenue 556,486 492,060 13.1%

Gross margin 348,916 298,204 17.0%

Earnings bef

ore interest

and tax (EBIT)*

72,398 14,079 414.2%

Comparable earnings befor

e

interest and tax (EBIT)*

56,594 (5,225)

1,183.1%

Net profit before tax (NPBT)

64,807 4,485 1,345.0%

Net profit after tax (NPAT) 45,328 3,059 1,381.8%

Group trading results

Profit for the year 45,328 3,059 1,381.8%

Net

cash inflow

from operating activities 143,452 83,699 78.0%

FINANCIAL POSITION

Contributed equity

388,142,149 ordinary shares 11,285 11,016 2.4%

To

tal equity 193,401 153,806 25.7%

Total assets 508,111 501,618 1.3%

Net (

debt) / cash 72,361 523

13,735.8%

Capital expenditure 19,027 17,353 9.6%

DESIGNER HALO ENGAGEMENT RING

WITH MATCHING PENDANT AND EARRINGS

FROM THE SIR MICHAEL HILL

DESIGNER BRIDAL COLLECTION

12
Return on average

assets 9%

% / YEAR ENDED 27 JUNE

18

19202117

10.5

8.2

4.3

0.7

9.0

Ordinary dividend

AU CENTS PER SHARE /

YEAR ENDED 27 JUNE

1819202117

5.05.0

4.0

1.5

4.5

Net profit from operating

activities after tax up 1,382%

AU$ MILLIONS /

YEAR ENDED 27 JUNE

18192021

17

41.1

31.8

16.5

3.1

45.3

Inventory down 4.4%

AU$ MILLIONS /

FINANCIAL YEAR

1819202117

203.9

192.1

179.5

178.7

171.2

1313
Revenue by country

FINANCIAL YEAR

AUSTRALIA 56%

NEW ZEALAND

23%

CANADA 21%

Group revenue up 13%

AU$ MILLIONS /

YEAR ENDED 27 JUNE

1819202117

551.1

575.5

569.5

492.1

556.5

Earnings before interest,

taxation, depreciation and

amortisation (EBITDA) up 77%

AU$ MILLIONS /

YEAR ENDED 27 JUNE

18192021

17

75.5

64.5

40.5

69.7

123.7

Return on average

shareholders’ funds 26.1%

YEAR ENDED 27 JUNE

1819202117

20.9%

17.4%

1.9%

26.1%

9.4%

EMERALD CUT SOLITAIRE FROM

THE FENIX CREATED DIAMONDS

FOR MICHAEL HILL COLLECTION

14
2021 2020 2019 2018 2017

FINANCIAL PERFORMANCE


$000 $000 $000 $000 $000

Group revenue 556,486 492,060 569,500 575,539 551,099

Earnings before interest, tax, depreciation

and amortisation (EBITDA)

123,691 69,690 40,481 64,481 75,482

Depreciation and amortisation 51,293 55,611 19,366 18,694 17,427

Earnings before interest and tax (EBIT) 72,398 14,079 21,115 45,787 58,055

Net interest paid

7,591 9,594 2,304 2,680 3,149

Net

profit before tax (NPBT)

64,807 4,485 18,811 43,107 54,906

Income tax 19,479 1,426 2,313 11,342 13,769

Net profit after tax (NPAT) 45,328 3,059 16,498 31,765 41,138

Net operating cash flow

143,452 83,699 38,969 54,893 39,752

Ordinar

y dividends paid

11,636 5,817 19,365 19,371 19,264

FINANCIAL POSITION 2021 2020 2019 2018 2017



$000 $000 $000 $000 $000

Cash 72,361 11,204 7,923 7,220 5,676

Inventories

171,246 178,742 179,503 192,074 203,853

Other current assets 27,463 31,007 35,878 29,314 29,052

Total current assets

271,070 220,953 223,304 228,608 238,581

Other non-current assets 37,729 57,857 72,742 72,219 83,864

Deferred tax assets

60,585 74,468 67,708 68,022 62,712

Total tangible assets 369,384 353,278 363,754 368,849 385,157

Right-of-use assets

105,882 123,911 - - -

Intangible assets 32,845 24,429 15,439 12,626 8,784

Total assets

508,111 501,618 379,193 381,475 393,941

To

tal current liabilities

151,522 159,405 105,130 108,710 95,716

Non-current borrowings - 10,681 32,704 35,213 45,034

Lease

liabilities - 115,848 - - -

Other long term liabilities 163,188 61,878 64,607 62,627 62,252

Total liabilities

314,710 347,812 202,441 206,550 203,002

Net assets 193,401 153,806 176,752 174,925 190,939

Reserves and retained profits 182,116 142,790 165,768 164,659 180,924

Paid up

capital

11,285 11,016 10,984 10,266 10,015

To

tal shareholder equity

193,401 153,806 176,752 174,925 190,939

Basic earnings per share 11.68¢ 0.79¢ 4.26¢ 8.20¢ 10.66¢

Diluted earnings per share 11.63¢ 0.79¢ 4.25¢ 8.19¢ 10.

66¢

Dividends declared per share

- Interim

au1.5¢ au1.5¢ au2.5¢ au2.5¢ au2.5¢

- Final

au3.0¢ - au1.5c¢ au2.5¢ au2.5¢

Net tangible asset backing

$0.14 $0.01 $0.42 $0.42 $0.4

7

Trend Statement

15
ANALYTICAL INFORMATION

2021 2020 2019 2018 2017

EBITDA to sales 22.2% 14.2% 7.1% 11.2% 13.7%

EBIT to sales

13.0% 2.9% 3.7

%

8.0% 10.5%

Net profit after tax to sales 8.1% 0.6% 2.9% 5.5% 7.5%

EBIT to total assets 14.2% 2.8% 5.6% 12.0% 14.7%

Return on average shareholders funds 26.1% 1.9% 9.4% 17.4% 20.9%

Return on average total assets

9.0% 0.7

%

4.3% 8.2% 10.5%

Working capital ratio 3.7 : 1 3.0 : 1 5.0 : 1 4.6 : 1 4.9 : 1

Current ratio 1.8 : 1 1.4 : 1 2.1 : 1 2.1 : 1 2.5 : 1

EBIT interest expense cover

9.5 1.5 8.6 17.0 18.3

Ef

fective tax rate

30.1% 31.8% 12.3% 26.3% 25.1%

Ne

t borrowings to equity

- 37.

4%

-0.3% 23.5% 27.7

%

20.

6%

Equity ratio

38.1% 30.7

%

46.

6%

45.9% 48.5%

Shares issued at year end excl Treasury 388,142,149 387,769,105 387,750,000 387,438,513 387,438,513

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

Exchange rate for translating:

New Zealand results

1.07 1.04 1.06 1.09 1.07

Canadian results 0.95 0.90 0.95 0.98 0.97

Unit

ed States results - - - 0.78 0.83

Number of Michael Hill stores

Australia 150 155 167 171 166

New Zealand

49 49 52 52 52

Canada 86 86 86 83 76

USA

- - - - 9

Total number of Michael Hill stores 285 290 305 306 303

Total Michael Hill stores 285

1987 - 2021

Digital sales up 53%

AU$ MILLIONS /

FINANCIAL YEAR

1819202117

6.9

11.1

16.0

24.7

34.8

Branded collections up 13%

% OF TOTAL SALES /

FINANCIAL YEAR

1819202117

14.2

18.0

32.5

37.3

42.1

16
Michael Hill

- the jeweller

who cares

Sustainability

At Michael Hill we are consistently striving

to be better, and do better for our team,

the environment, and our community. We

recognise that the decisions we make today

are a commitment to a more sustainable

future for our planet, and future generations.

Sustainability has been recognised as

an integral component of our strategic

plan. During FY21 we made a positive

difference in the communities we serve

through delivering initiatives aligned to

our three core sustainability pillars: to

love our team, love our environment and

product, and love our communities – as we

believe love changes lives. Aligned with

the United Nations (UN) 17 Sustainable

Development Goals, our future initiatives

will contribute towards vital, global areas

for improvement.

Committed to developing a strong roadmap

towards becoming a more sustainable

and ethically responsible business, we

will continue to focus on our three core

sustainability pillars, to ensure we are

protecting our ecosystem and contributing

to the communities we serve in meaningful


ways, for generations to come.


Overarching Focus Areas

Love our Communities

We strive to have a consistent and positive

impact in the global communities we work with

and operate in.

Love our Team

Our priority is to create a diverse and inclusive

environment which allows our team members

to be their authentic selves and feel their

growth is recognised and supported.

Love our Environment &

Product

We will consistently search for a better way to

operate, to benefit and reduce our impact on

the environment.

17
RESPONSIBLE JEWELLERY COUNCIL

Michael Hill is a proud member of Responsible Jewellery Council

(RJC); the peak industry organisation established to advance

responsible business, human rights, social and environmental

practices throughout the jewellery and watch supply chain.

Responsible Jewellery Council is the leading standards

organis

ation of the global jewellery and watch industry. RJC

members commit to and are independently audited against the

RJC Code of Practices – an international standard on responsible

business practices for diamonds, coloured gemstones, silver, gold

and platinum group metals. The Code of Practices (COP) addresses

human rights, labour rights, environmental impact, mining

practices, product disclosure and other important aspects of the

jewellery supply chain. RJC also works with multi-stakeholder

initiatives on responsible sourcing and supply chain due

diligence. The RJC’s Chain-of-Custody Certification (CoC) for

precious metals supports these initiatives and can be used

as a tool to deliver broader member and stakeholder benefit.

Through the implementation of the COP and CoC members

contribute towards the 17 Sustainable Development Goals of

the United Nations 2030 agenda.

When a customer chooses to buy from an RJC certified

member, including Michael Hill, they are choosing a company that

is recognised for its ongoing commitment to put people and our

planet first. At Michael Hill, we work to ensure responsibility is at the

forefront of our strategic initiatives, demonstrated in our day-to-day

operations, business planning activities and decision-making

processes. In close consultation with the RJC Code of Practices, we

remain committed to providing special jewellery pieces worthy of

celebrating love. We continue to explore new materials, innovative

processes and the latest technologies that are shaping and evolving

the jewellery industry towards a more sustainable and ethically

responsible future.

A UNITED EFFORT

As we embark on the next phase of our

sustainability journey, we are guided by, and

aligned with the UN Sustainable Development

Goals (SDG’s); 17 global goals adopted by

the UN to assist in transforming our world by

2030. The changes implemented at Michael

Hill will contribute positive change towards this

important global agenda.

“I would like to congratulate Michael Hill on their certification.

We work in an industry of beauty and emotions - connecting

hearts and minds. Consumers always expect trust when they

buy a piece of jewellery to celebrate a significant moment in

their lives. In this era of trust and resilience, now more than

ever there is a need for more companies to inspire, take action

and commit towards a journey of purpose, and continuous

improvement. RJC supports its members in an integrated

approach of best management practices to sustainability. We

welcome their leadership and commitment towards responsible

business practices."

Iris Van der Veken

Executive Director

Responsible Jewellery Council

Aligned with Industry Experts

CERTIFIED MEMBER

0000 1557

THIS PAGE & OPPOSITE PAGE:

MORGANITE AND DIAMOND RINGS

FROM THE SIR MICHAEL HILL

DESIGNER BRIDAL COLLECTION

18
Love our Communities

SUPPLY CHAIN TRANSPARENCY

From the sourcing of our diamonds, precious stones

and precious metals, to our retail stores, Michael Hill

respects and promotes human rights at every step of

our supply chain. We work closely with suppliers to

remain at the forefront of innovation and technology,

continually advancing supply chain transparency. Our

customers can be assured they are purchasing special

jewellery pieces that have been ethically sourced.

In FY20, Michael Hill launched a web-based

platform to collect supplier data and identify modern

slavery risks and solutions in our supply chain. The

platform assists with gathering information regarding

the operational and procurement practices of direct

suppliers via an online Ethical Supply Chain Assessment,

and the results then drive more detailed audit processes.

1. Michael Hill has engaged its top 67 suppliers

(wholesale, manufacturing and packaging suppliers),

representing 60% of total supplier spend, to complete

the assessment.

2. As at 30 June 2021, of the 67 top suppliers, 93% have

completed assessments.


3. Where suppliers are already Responsible Jewellery

Council (RJC) accredited, they complete a simplified

version of the assessment, whilst non-RJC suppliers

(currently 31) complete the full assessment, which

includes information on:

• Site information • Responsible procurement

• Social • Environment and sustainability


• Business ethics • Business performance

• Health and safety

This provides a view in line with key RJC requirements.

4. Bureau Veritas (testing, inspection and certification

provider) are performing independent audits and

verification over the completed assessments.

5.

Targeted reviews are mandated in cases where more

clarity is required or there are concerns identified by

the assessment.

When renewing future supplier contracts, we place

significant weighting on whether a company’s ethical

and environmental standards are aligned with ours.

100% of diamonds used in our products are conflict

free, and we continue to explore, innovate with, and

invest in other sustainable raw materials. Our supplier

transparency platform process is outlined below.

In FY22 Michael Hill will ensure more of our existing

suppliers complete the assessment as part of contract

renewals, as well as any new suppliers being considered

as part of their onboarding process. Results of desktop

reviews will be risk assessed and decisions made

around the future supplier relationship.

Completed

assessments

Incomplete

assessments

MHJ follows up

directly with supplier

If assessment is not

complete within six months,

MHJ will end engagement

with supplier

Supplier flagged

for review

Supplier not

flagged for review

No further action required.

Suppliers will be required

to redo assessments every

two years.

Third party assurance

provider performs review of

high risk areas and presents

findings to MHJ

MHJ assesses risk of continuing

supplier engagement

End contact with

supplier

Work with supplier

on a remediation plan

If remediation is

not completed within

acceptable time

frames, end contact

with supplier

Existing and new suppliers

on-boarded to Supplier

Trnsparency Platform

19
OUR FIRST MODERN SLAVERY STATEMENT

In March 2021 we released our first Modern Slavery

Statement covering the financial year ending 30 June

2020, showing the steps we are taking to identify and

address the risks of modern slavery in our supply chain.

This statement reflects our wider commitment to sus

-

tainability and proposes a new lens through which we

see our busines

s operat

e; and a copy can be found on

our Investor Relations Centre website at

investor.michaelhill.com

Our Modern Slavery Statement identified supplier

due diligence as a key component for managing

modern slavery risks. The supply chain transparency

platform outlined above assists with gathering

necessary information on the operational and

procurement practices of direct suppliers via an online

Ethical Supply Chain Assessment, and the results then


drive more detailed audit processes.

In line with the commitments made in the 2020

Modern Slavery Statement, the following is underway to

improve and streamline supplier management:


Review of new supplier onboarding process

• Review of existing supplier contracts


Revie

w our Code of Ethics and Code of Conduct for

Suppliers Policy.

Our focus areas for the coming years are to:


Onboard more suppliers ont

o the supply chain

transparency platform


Revise the selection process for new suppliers to

include completion of a more detailed questionnaire

around how they manage modern slavery risks, visits

to their facilities to understand working conditions,

and appropriate revisions to the Code of Conduct for

Suppliers Policy (if required)



Restart, when travel restrictions allow, the regularity of

supplier visits to production facilities

• Review substantial supplier contracts.

Our 2021 Modern Slavery Statement covering the

financial year ending 30 June 2021 will be released in

the coming months.

KEEPING LOCAL INDUSTRY ALIVE

We work in partnership with all our suppliers to ensure

only high-quality jewellery is offered at Michael Hill, with

local craftsmanship being one of the founding pillars in

the heritage of our business. Michael Hill first established

an in-house workshop in the 1980s, and we are one of

the only jewellers to maintain a retail-led workshop to

this day, with a dedicated team of master craftsmen,

diamond specialists and quality control professionals.

Made in Australia

From the initial design and 3D-printed resin mould, to

gold casting, diamond sorting and setting, polishing and

engraving – our beautiful Made in Australia pieces come

to life in our in-house workshop in Brisbane, Australia.

Where possible, we believe it is important for

our business model and local communities to keep

manufacturing industries alive in the markets we operate,

to support local jobs and protect our supply chain

from disruption. Having our in-house workshop located

alongside our head office and distribution centre ensures

our manufacturing team are a central, focal point of our

organisation as we continue to increase our focus on,

and delivery of, quality product from this area.

69% of all solitaire engagement rings sold

were made in Australia

Made in Australia product made up

14% of sales

16,796 individual products

were made in our Australian manufacturing facility

30 full time team members in our

Australian manufacturing facility

Made in New Zealand

Several of our chain necklaces and bracelets, as well as

our most-loved round and oval solid bangles, are crafted

for quality and beauty by our New Zealand supplier, Morris

and Watson. Morris and Watson are a fourth-generation

family business, dedicated to providing beautiful jewellery

with quality and fineness. Morris and Watson are also a

member of the RJC.

SAVE THE CHILDREN
AND MICHAEL HILL

HELPING SAVE THE CHILDREN

THROUGH COVID-19

Throughout the 2020 festive period

we celebrated with our

Ellie-Mae

Sparkle

initiative - a children’s book

(with illustrations by Sir Michael

Hill and words by award-winning

author, Emma Mactaggart) sold in

store to raise funds towards Save

the

Children’s COVID-19 response

efforts. Thanks to the sales of

Ellie-Mae’s Sparkle, we successfully raised over

$30,000 for Save the Children, supporting disadvantaged

children across our

Australian, Canadian and New Zealand communities.

"Thanks to the generous support of Michael Hill, we were able to

provide rapid response efforts to help protect and support communities

challenged by COVID-19, keeping them healthy and safe during this

heightened period of isolation”

David Faulmann,

Save The Children Corporate Partnerships Manager

EMPOWERING WOMEN GLOBALLY WITH DRESS FOR SUCCESS

Aligning with International Women’s Day in March 2021, Michael Hill partnered

with global charity, Dress for Success; a non-profit organisation that empowers

women to achieve economic independence. Dress for Success works with

women to help them achieve economic independence by providing a network of

support, professional attire, and the development tools to help women thrive in

work and in life.

We created a sterling silver pair of earrings with Michael Hill donating more

than 50% of the gross sales proceeds to Dress for Success. With incredible

engagement from our team and customers across all markets, we raised over

$14,500 to help empower women globally.

21
Love our Team

TEAM ENGAGEMENT

We are committed to creating outstanding employment

and workplace experiences for our team. Our 2021 Group


team engagement survey result saw a significant improvement in employee

engagement across the Company.

Our annual engagement survey indicated that 85% of our team members

are engaged, meaning they see us as a great place to work and feel a sense of

personal accomplishment in their roles at Michael Hill. This places us 13% above

the Qualtrics Global Retail Industry benchmark. Each market we operate in

experienced engagement results that were higher than in previous years and are

well above global and country retail and all company averages. With 86% of our

workforce having their say and completing the survey we are confident that these

results are reflective of our teams’ experiences.

We know that a highly engaged workforce correlates with strong performance,

better health and safety outcomes and better employee retention and we are seeing

this in our results. We empower every leader to improve team engagement with

real-time insights that show them exactly where to focus their efforts to increase

performance. The impact of our leaders is great. We are proud of these outstanding

results as it is our people that will drive the success of our company into the future.

OUR DIVERSE AND INCLUSIVE TEAM

At Michael Hill, we believe diversity of background, life experience and perspective

drives innovation, performance, and engagement and we strive to create a

workplace that is inclusive for all. We want our workplace to be a safe, supportive

environment where all team members feel valued and appreciated, and can be

their brilliant selves, all the time.

To do this well, we need to know more about our workforce. That’s why we’ve

embraced a refreshed and accelerated approach to diversity and inclusion. We’re

building a culture where difference is valued.

Together, we will continue to build an inclusive culture that encourages, supports,

and celebrates the diverse voices of our team members; a culture which fuels

innovation, and creates closer connections with our customers and our communities.

WOMEN IN THE WORKPLACE

Women play a significant role in our success and we are proud to offer opportunity,

development and progression for women in the workforce of all ages and life

stages. Gender equality is monitored annually at all levels of the organisation and

we are committed to an environment that is free from discrimination and enables

women to realise their full potential.


Half of the Michael Hill Executive Leadership Team are female (three women and

three men)

• 1/3 of our Board of Directors are women

• 60% of leadership positions globally are held by women


The Michael Hill workforce is comprised of individuals of various ages and life stages

• Women represent 88% of our global workforce.

CONSISTENTLY LISTENING, LEARNING, AND IMPROVING

• We’ve introduced a comprehensive comparative analysis framework to enable

deeper understanding of quantitative and qualitative diversity and inclusion

metrics across Michael Hill. This includes measuring, tracking, and reporting

annually on markers such as gender distribution, gender wage gap, generational

spread and employee engagement. This data is used to inform our strategy and


areas of focus for the future.

• We are committed to the ongoing development of our people, particularly in

relation to Diversity & Inclusion (D&I). In 2020 we delivered training to our hiring

Full time employees

by gender

Part time employees

by gender

Casual employees

by gender

Total employees

by region

AU

NZ

CA

Education, training

and progression

Employees that received regular

performance and career development

review during the year

~90%

Total employees

by age

30–50

<30

>50

Total employees

by gender

OUR TEAM

AS AT 27 JUNE 2021

THIS PAGE: DIAMOND LOVE NECKLACES

DESIGNED BY LADY CHRISTINE HILL

22
We care.

We create outstanding

experiences.

We are professional.

We are inclusive

& diverse.

23
managers which focused on why a diverse workforce

is important to achieving our goals and how inclusive

hiring practices that are based on capability and

merit lead to increased team effectiveness and

performance. We also developed an Inclusive

Leadership Guide for leaders, specifically designed

to raise awareness and recognise and address

unconscious bias. Over the next year we will introduce

unconscious bias training to our online learning

portfolio to further foster an environment of inclusive

practices and mindsets.


A voluntar

y, confidential diversity questionnaire was

developed and deployed to enable a more robust

understanding of the workforce demographics of our

team members such as their cultural background,

gender identity, ability, education and much

more. This initiative will be enhanced next year

by introducing specific pulse surveys through our

listening program provider.


Michael Hill’s new Diversity & Inclusion Committee

was formed in 2020 with a diverse representation

of team members from our global workforce. The

Committee is dedicated to and passionate about

pushing our Diversity & Inclusion Strategy forward

in a variety of ways, including a calendar of events

to celebrate the diversity within our organisation

and communities, through awareness raising and

educational initiatives.

INTERNAL CAMPAIGNS TO CELEBRATE OUR TEAM

At Michael Hill we are committed to celebrating and

honouring our diverse workforce. Throughout the year, our

Diversity & Inclusion Committee run internal campaigns

focussed on Diversity & Inclusion education and

awareness, fostering a collective commitment towards a

more inclusive environment for all team members.

Celebrating International Pride month

In June 2021 we celebrated International Pride month

with all team members. Throughout the month we

reaffirmed our solidarity with the Pride community,

highlighted the importance of inclusive language,

provided guidance on how to be an ally and shared

resources for any team member that may require

relevant support. We also hosted voluntary lunch and

learn sessions celebrating Pride culture.

International Women’s Day

In March we embraced the 2021 #choosetochallenge

theme. We encouraged our team members globally to

pledge how they would challenge for change and gender

equality through meaningful commitments, big or small,

that they could implement in their personal or professional

lives. We also celebrated some of our talented female

team members who are forces in their field.

HELPING OUR TEAM STAY HEALTHY, SAFE

AND SECURE

At Michael Hill, we are accountable for creating and

maintaining healthy, safe and secure work environments

for our team members, customers and visitors who

interact with our business. We know that our success

depends on our people, and we are committed to

ensuring the physical and mental health, safety and

security of everyone who comes to work, or visits our

stores. The unpredictable and ever-changing challenges

presented by the COVID-19 pandemic remain a priority.

Despite the ongoing disruption and threat caused by

COVID-19, we were still able to complete a range of

health, safety and security initiatives during the year.

Health, Safety and Security Initiatives delivered in FY21

• Completed an Emergency Response Management

Plan rollout – to ensure consistency in meeting

regulatory requirements and ensure our team

members are prepared to respond appropriately in

the event of an emergency.


Renew

ed and updated first aid requirements across

the Group.

• Conducted a six-week health and wellbeing challenge

– to assist in maintaining health and wellbeing

awareness across the busiest time of the year

(November and December).


Provide a flu v

accination program to team members

in

Australia and New Zealand - to assist illness prevention.

• Completed task-based activity risk assessments for

manufacturing and safe work practices – to ensure

consistent and well-developed safety standards.


Improvements across all statistical indicators

including injury and incident frequency rates.

• Our employee as

sistance program continues to offer

all team members up to six free counselling sessions

across a range of different service offerings.

• Reviewed and implemented improvements in our

store security framework, enabling us to gain better

insights into our security portfolio, and to ensure

we have up to date and effective security solutions

across our business.

RINGS FROM THE EVERMORE COLLECTION

24
...as part of our business

practices and supply

arrangements we ensure that

100% of our diamonds are

conflict free

25
OUR PRODUCT EVOLUTION

At Michael Hill, we are working

with the RJC, our suppliers and

other industry partners to ensure

we deliver ethical products to

the very highest quality standard

possible. We are constantly

investigating the materials we

use to be less impactful on our

environment, whilst continuing to

provide the quality of jewellery that

our customers trust us to create.

Our diamonds are purchased

from legitimate sources in

accordance with the Kimberley

Process Certification Scheme

(KPCS), as supported by the

World Diamond Council System

of Warranties. The KPCS is a joint

government, international diamond

industry and civil society initiative

to prevent conflict diamonds from

entering the supply chain.

As part of our business

practices and supply arrangements,

we ensure that 100% of our

diamonds are conflict free.

Other product initiatives we are

planning to rollout over the next few

years, reflecting our commitment to

progress toward a circular economy

in our category include:

• Using recycled gold and silver

to craft new products


Ensuring all our vendors

source their gold from LBMA

accredited refiners

• Introducing traceable diamond

pr

ograms


Using repurposed diamonds to

cr

aft new products.

We will continue to stay at the

forefront of sustainable product

evolution in our category and will

consistently strive to bring more

sustainable product solutions to

our customers.

Love our Environment & Product

Project “Paper Cut”

reduced paper use across entire network,

including printer consolidation, scan/

login; e-receipts instore; automated

invoice program; digital retail calendar

and Regional Manager online hub.

Our expansion in Canada

reducing international freight lanes by establishing a new in country

distribution centre, and optimising local trade routes, reducing our

existing carbon footprint through a local approach.

Heavily reduced printed

marketing material:

226 tonnes of

printed collateral reduced

in FY21.

LED lights

introduced to 78 stores

(1950 light fittings)

reducing electricity consumption of halogen

lights; and a commitment to deliver LED

lights to our entire store network by 2025.

Removed single use plastic in manufacturing:

installation of a distilled water filtration system in our manufacturing

facility to replace plastic bottled water removing environmental impacts

of 240 x 20L plastic bottles going to landfill annually.

Cloud based storage

and automated power down, reducing carbon footprint and energy use.

Sustainable

Screen Disposal

Program:

over one tonne of out-of-date

hardware diverted from landfill.


Developing new

sustainable product &

eCommerce packaging


to reduce single use plastic waste in over

300,000 orders annually.

Use of

sustainable

paper:

all printed catalogues in

PEFC certified recycled

& recyclable paper.

EVOLVING OUR FOUNDATIONS FOR THE BENEFIT OF THE PLANET

During the year we have proudly implemented several changes to our

business operations which have had a positive environmental impact and

reduced operating costs.

OPPOSITE PAGE:

MODEL WEARS AN ENGAGEMENT RING FROM THE

MICHAEL HILL DESIGNER BRIDAL COLLECTION

26
FROM LEFT: ANDREW LOWE, AMY SZNICER ,

DANIEL BRACKEN, MATT KEAYS, JOANNE MATTHEWS,

JO FEENEY, KEITH LOUIE

Executive Leadership Team

Daniel Bracken

MANAGING DIRECTOR & 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.

Andrew Lowe

CHIEF FINANCIAL OFFICER &

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 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.

During his time at

Speciality Fashion Group,

Daniel led the company’s

corporate restructure and the

successful divestment of a

number of 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).

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 large workforce in nearly

300 stores across Australia, New

Zealand and Canada, Joanne’s

experience is well aligned to deliver

on the Company’s core talent

priorities of team engagement and

attracting, developing, rewarding

and retaining top quality people at

Michael Hill.

Joanne holds an MBA and

Bachelor of Business in Human

Resources and Marketing.

27
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 Queensland

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,

where he worked initially as

a Finance Accountant, and

also gained solid shop floor

experience during his tenure.

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 infrastructure

programs, covering Microsoft

Dynamics, Infor, Oracle and

JDE. He has helped 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.

Keith Louie

CHIEF DIGITAL OFFICER

Keith joined Michael Hill in

August 2021, as our first Chief

Digital Officer. He brings more

than 30 years’ experience in

consumer goods production,

wholesale, retail and advisory

across Europe and Australasia,

and deep experience of

eCommerce leadership and

digital transformation over the

last 15 years.

Keith led online shopping

for Coles Supermarkets for six

years during its transforma-

tion under the Wesfarmers

group, rebuilding the customer

experience and operating

model. Subsequently, he led

online retail for Target and

advised other Wesfarmers

brands on eCommerce, before

becoming CEO of the national

Aussie Farmers Group, a

privately-owned fresh food

production, wholesale, online

retail, and logistics group.

More recently, Keith has

advised various listed, private

and Government entities

on eCommerce and digital

transformation, building on

his earlier experience as a

Director and Associate Partner

of management consulting firm


PwC, and with IBM’s Global

Business Solutions team.

Keith is known for

innovative ideas, thinking

strategically, applying a

rigorous commercial lens, and

taking action to transform

businesses digitally. In doing so,

he inspires the teams he leads

to deliver change and improve

customer experiences.

Amy Sznicer

CHIEF RETAIL OFFICER

Amy has 24 years’ leadership

experience, across retail and

beauty industries, having

worked with prominent retail

brands such as Witchery, GAP,

Bras n Things, Guess Jeans and

Aldo. She has led the roll out

of over 200 new retail stores

in Australia, New Zealand and

Singapore and was named

2006 Australian Young Business

Woman of the Year at the Telstra

Business Women’s Awards.

Prior to joining Michael

Hill as Chief Retail Officer in

January 2021, Amy owned

and operated a New Zealand

blow dry bar/tea house salon

business ‘Dry & Tea’ since 2014.

During Amy’s leadership the

business expanded to Australia

and continued its status as a

multi-award winning category

leader. Amy’s extensive career

in specialty fashion retailing

along with her experience as

a business owner has built

a broad skill set that goes

beyond store operations.

Amy is extremely

passionate about dynamic

leadership, a strong company

culture, deep retail foundations

and driving high performance

in an ever-changing retail

landscape. These qualities

enable her to consistently

deliver the highest standard of

customer service and ultimately,

strong business performance.

Jo Feeney

CHIEF MARKETING OFFICER

Jo joined Michael Hill in March

2021 as Chief Marketing

Officer to lead the revitalisation

and growth of the Company’s

brand, delivering end to end

marketing strategies in an

omni-channel environment.

Jo is responsible for shaping

the Company’s messaging,

delivering an outstanding

experience to the Michael Hill

customer across both digital and

traditional marketing channels

and leading the vision for a world

class loyalty program.

Jo brings with her over

20 years’ experience in both

local and global organisations

(including Woolworths, Telstra,

Foxtel and McDonald’s),

specialising in strategic

brand building, end to end

marketing communications

and driving key customer

growth strategies across

channels. In her most recent

role as Director of Marketing

at McDonald’s Australia, she

was responsible for marketing,

brand and media strategies

and driving commercial growth

through innovation and re-

imagination of the brand.

Jo is also a recognised

leader in creativity - winning

multiple awards both locally and

internationally. She brings a fresh

approach to driving the future

growth of the brand through a

lens of commercial creativity.

Michael Hill is gaining
traction, as it continues

to evolve into a modern,

differentiated, omni-channel

jewellery brand

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 29
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 27 June 2021.

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:

2021 2020

$000 $000

No final dividend was declared for

the year ended 28 June 2020

(2019:

au1.5¢ per fully paid share). - 5,817

Interim dividend for the year ended

27 June 2021 of

au1.5¢ (2020: au1.5¢)

per fully paid share

paid on 26 March 2021

(2020: 29 January 2021).

5,816 5,817

The Directors have declared

the payment of a final dividend

of

au3.0¢ per fully paid ordinary

share (2020: no final dividend

declared). 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 24 September 2021 out of


retained earnings, but not

recognsied a liability at year end, is: 11,644 -

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 Strategic

Update sections of this report.

Review of operations

In Australian dollars, the Group has reported operating

revenue of $556.5m (2020: $492.1m) for the 2021 financial

year, producing a net profit after tax (NPAT) of $45.3m

(2020: $3.1m). The Group reported EBIT* of $72.4m for

the year ended 27 June 2021 (2020: $14.1m) an increase

of $58.3m, largely driven by a lift in gross profit of $50.7m

to

$348.9m (2020: $298.2m). Comparable EBIT*

increased to $56.6m (2020: loss of $5.2m).

*

EBIT and Comparable EBIT are non-IFRS information and

are unaudited. Please refer to non-IFRS information section

in this report for an explanation of non-IFRS information

and a reconciliation of EBIT and Comparable EBIT.

The Group achieved the following key outcomes for the

2021 financial year:

Key Financial Results

• Statutor

y net profit after tax of $45.3m (2020: $3.1m).

• EBIT increased to $72.4m (2020: $14.1m).

• Group operating r

evenue increased 13.1% to $556.5m

(2020: $492.1m), with 10,447 lost store trading days.

• Group same stor

e sales were up 8.6% for the year,

with H1 +6.3% and H2 +13.2%.

• Group gross margin increased by 210bps to 62.7%

(2020: 60.6%), underpinned by our strategic initiatives.

• Maintained target inventory levels at $171.2m

(2020: $178.7m).


Strong balance sheet with a healthy net cash position

of $72.4m (2020: $0.5m).



Final dividend of au3.0¢ per share declared, resulting in

total dividends for the year of

au4.5¢ per share.

Operational Performance

• Digital sales increased by 53.4% to a record $34.8m,

representing 6.3% of total sales, up from 5.0% last year.

• Loyalty strategy continues to deliver – Brilliance

by Michael Hill now over 800,000 members

(2020: ~200,000).

• Product enhancements saw our unique to Michael

Hill jewellery, branded collection sales climb to 42.1%

of total sales for the full year (2020: 37.3%).

• Re-engineering our global supply chain – Canadian

3PL distribution centre to open in advance of

Christmas trading.



Extensive temporary store closures in Eastern Canada,

together with sporadic closures across Australia,

culminating in 10,447 lost trading days for the year.

• One new store opened and six under-

performing stores were closed during the

year, giving a network total of 285 stores

across all markets (2020: 290).

EARRINGS FROM THE KNOTS COLLECTION,

DESIGNED BY LADY CHRISTINE HILL

Following the FY20 global store network shutdown,
the Group delivered significant same store sales growth

across all four quarters of FY21. For the year, the Group

delivered same store sales growth of +8.6% and gross

margin increased by 210 bps to 62.7% for the Group.

These results demonstrate the growth initiatives

underpinning the seven strategic pillars are firmly

embedded in the Group. These initiatives have created

a sustainable platform for sales growth and margin

expansion through the success of our loyalty program,

continued penetration of our online business, acceleration

of retail fundamentals, and product evolution.

As a result of Government mandated lockdowns,

the Michael Hill global store network suffered 10,447

lost store trading days. Despite the impact of disrupted

trading conditions and the reduced global store network,

total revenue grew by 13.1% to $556.5m (2020: $492.1m)

as the Group continues to elevate, modernise the brand

and transform the customer journey.

The Group’s online business exceeded expectations

in outperforming 2020, resulting in another year of record

digital sales of $34.8m and now represents 6.3% of total

sales. Website traffic increased by 35.3% against prior

year, with customers continuing to utilise our enhanced

online platform. During the year, the Group launched "ship

from store", "click and reserve" and in-store appointment

capabilities, and enhanced its "virtual selling" offering to

expand the Group’s omni-channel ecosystem.

The Group continues to prioritise product evolution

and creating uniquely Michael Hill jewellery, with branded

collections now representing 42.1% of total sales for the year

(2020: 37.3%). Our merchandise team have been refining

and improving our product offering, ranging and assortment

whilst ensuring our inventory levels are maintained. This saw

delivery of the targeted inventory range, with a holding

of $171.2m (2020: $178.7m) at year end.

The Group has strengthened its balance sheet, with

a year-end net cash position of $72.4m (FY20: $0.5m)

and nil debt. During the year, the Group also entered

into a new financing facility, jointly funded by ANZ and

HSBC. This new $70m facility is currently undrawn, with

a term to February 2024. Furthermore, the Group has

strategically reviewed the in-house Canadian credit

program to de-risk the balance sheet – the sale of the

credit book and partnering with a new credit provider is

nearing conclusion.

Sales from the Group’s Professional Care Plan (PCP)

increased to $30.3m (2020: $24.0m) with an amount of

$27.3m (2020: $27.5m) recognised as revenue for the

full year. At 27 June 2021, a deferred amount of $76.6m

remained on the balance sheet (2020: $73.8m).

The Group opened one new store in Canada and

closed six under-performing stores, resulting in 285

stores at 27 June 2021 (2020: 290).

Impact of COVID-19

The Group continues to monitor the situation throughout

the geographies in which it operates. Uncertainty remains

as to the future impact of COVID-19 and the ability to

operate bricks-and-mortar stores during this period.

The Group continues to adhere to local and national

government guidance in relation to any future impacts

which would temporarily close stores.

During the period, the Group received

financial support and assistance from

its suppliers, landlords, and local

governments. A number of landlords

and suppliers provided extended

payment terms. These agreements

have concluded with no

material amounts outstanding.

Additionally, landlords have

provided support in the form

of rental abatements.

30 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT

OVAL DIAMOND RINGS FROM THE FENIX CREATED

DIAMONDS FOR MICHAEL HILL COLLECTION

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 31
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 channels 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 results below are expressed in local currency.

Michael Hill Australia

OPERATING RESULTS (AU $000) 2021 2020 2019 2018 2017

Revenue 312,264 266,610 313,587 325,709 321,981

Gross margin

194,149 161,030 194,052 206,303 201,707

Gros

s margin as a % of revenue

62.2% 60.4% 61.9% 63.3% 62.6%

EBIT

62,889 27,410 32,917 48,621 51,688

As

a % of revenue

20.1% 10.3% 10.5% 14.9% 16.1%

In Australia, segment revenue increased by 17.1% to $312.3m (2020: $266.6m) and same store sales increased by 13.0%

for the year. This result is a credit to the segment, as it saw 3,458 lost store trading days due to various government

mandated store closures across the country.

Gross margin for the year was 62.2% (2020: 60.4%), which is a significant improvement on both FY19 and FY20.

At year end, of the 150 Australian stores (2020: 155), 30 NSW and two NT stores were temporarily closed. Currently,

46 NSW, 27 VIC, and four ACT are temporarily closed.

Five underperforming stores permanently closed during the period, resulting in 150 stores at 27 June 2021.

Michael Hill New Zealand

OPERATING RESULTS (NZ $000) 2021 2020 2019 2018 2017

Revenue 127,067 106,696 120,064 125,239 121,970

Gross margin

78,771 63,641 73,011 77,673 75,204

Gross margin as a % of revenue 62.0% 59.6% 60.8% 62.0% 61.7%

EBIT

35,451 21,067 24,125 27,800 27,836

As a % of revenue 27.9% 19.7% 20.1% 22.2% 22.8%

In New Z

ealand, segment revenue increased by 19.1% to NZ$127.1m (2020: NZ$106.7m) and same store sales increased

by 7.1% for the year. This result represents significant outperformance against FY17, FY18 and FY19. It should also be

noted that during the year, 16 Auckland stores were required to temporarily close on three separate occasions resulting

in 464 lost store trading days.

Gross margin for the year was 62.0% (FY20: 59.6%), resulting in the strongest margin in the last five years.

There were 49 stores trading at 27 June 2021. Currently, all New Zealand stores are temporarily closed, due to government

mandated lockdowns.

Michael Hill Canada

OPERATING RESULTS (CA $000) 2021 2020 2019 2018 2017

Revenue 118,445 110,799 133,146 130,762 112,721

Gross margin 72,643 63,991 80,726 81,576 69,078

Gross margin as a % of revenue

61.3% 57.8% 60.6% 62.4% 61.3%

EBIT 15,074 (2,412) 9,797 14,605 12,386

As

a % of revenue

12.7% (2.2)% 7.4% 11.2% 11.0%

In Canada, segment re

venue increased by 6.9% to CA$118.4m (2020: CA$110.8m) and same store sales increased by

6.8% for the year. This segment was heavily impacted by temporary store closures in Eastern Canada, with 6,525 lost

store trading days for the year. By early July, all 86 stores were open and have remained trading, with our strategic focus

now returning to the productivity opportunity in the market.

Gross margin for the year was 61.3% (2020: 57.8%), which is a significant improvement on both FY19 and FY20.

One store was opened in Canada during the period in Avalon, Newfoundland.

One underperforming store permanently closed during the period, resulting in 86 stores at 27 June 2021.

32 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT
While the Brilliance by Michael Hill

loyalty program is only 18 months old,

membership has already grown

to over 800,000

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 33
Cash, cash flow and dividends

Net operating cash inflows of $143.5m increased from

prior year of $76.1m. This is largely due to improvement

of receipts from customers through trade and working

capital management.

Through further disciplined inventory and working

capital management, the Group remains in a resilient

financial position with $72.4m in net cash (2020: $0.5m)

to continue to invest in improvements to its systems,

infrastructure, and capabilities.

Dividends

The Board has previously stated its intention to restore

dividend payments to historic levels as the pandemic

recovery becomes more certain.

After taking into consideration sales and margin

performance, the strength of the balance sheet, and while

also recognising the risk of ongoing trading disruption, the

Board has decided to declare a final dividend of

au3.0¢ per

share unfranked, fully imputed with conduit foreign income.

This represents total dividends for the year of au4.5¢

per share and lays the foundation for a sustainable

dividend profile going forward, subject to the impacts of

ongoing trading disruptions.

Strategic update: emphasis

on growth and margin

The seven strategic pillars are underpinned by initiatives

that continue to deliver a transformation agenda focused

on sales growth and margin expansion, driving efficiencies

within the business, elevating the Michael Hill brand and

enabling a true omni-channel customer experience:

1 The elevation of the Michael Hill BRAND is gaining

traction, as it continues to evolve into a modern, differ-

entiated, omni-channel jewellery brand. Transitioning

our brand messaging from discount-led promotions

to quality and aspirational brand-led campaigns is key

to enticing a deeper customer base, generate higher

average transaction value (ATV) and margin growth.

2

DIGITAL is at the forefront of our transformation with

an emphasis on customer experience, product offering,

and fulfilment. Following another year of exceptional

growth, investment in our highest profit margin channel

continues to focus on incremental traffic, higher

conversion rates, and increased transaction value. Our

early foray into 3rd party digital channels has provided

the confidence to develop an integrated marketplace

solution that will be rolled out in the first half of FY22.

Looking further afield, we have identified opportunities

to explore new digital channels and markets.

3 With a portfolio of 285 stores across three countries,

bricks and mortar retail is at the core of the Michael

Hill business. Our

RETAIL FUNDAMENTALS strategy

is focused on driving increased sales, higher margins,

lower costs, and a modern, differentiated customer

experience, all underpinned by our new retail incentive

scheme. The key retail metrics of ATV, IPS and

conversion all increased in all markets in FY21 and will

continue to be a key area of focus.

4

The roll out of our new ERP platform in early FY21,

was the enabler for

OMNI-CHANNEL at Michael Hill.

Across the year, we successfully tested and trialled

“virtual selling”, “click and reserve”, and “ship from

store”. These initiatives will now be progressively rolled

out across our global network. Further connecting our

physical and digital businesses we will be launching

“click and collect” for Christmas 2021, delivering

incremental sales and enhanced customer experience.

5

While the Brilliance by Michael Hill LOYALTY PROGRAM

is only 18 months old, membership has already grown

to over 800,000. Acquisition has been our priority and

while this will continue to be a key focus, the business

is now turning its attention to the opportunities of

activation and retention. Our early insights already

provide confidence that the program is resonating with

our customers, delivering increased frequency, larger

baskets, and higher margins. Predicative analytics

and increased personalisation are being enabled by

investment in data analytics capability and artificial

intelligence to deliver further growth in the business.

6

PRODUCT EVOLUTION is the foundation of a

customer-led retail strategy, and is critical to continued

sales and margin growth. The business will maintain

its focus on uniquely Michael Hill branded product as

a key differentiator in the categories and markets in

which we operate. The business now delivers regular

product newness to excite our customers and increase

sales, with significantly lower inventory and higher

margins. Our Australian manufacturing division has

been reinvigorated delivering new bridal collections

and increased speed to market, underpinned by a

focus on craftsmanship, quality and local artisans and

still achieving improved margins.

7

The COST CONSCIOUS CULTURE exists across every

aspect of the Group. We continue to optimise the

global supply chain, improve the global store network,

and enhance our credit propositions globally. The new

Canadian 3PL facility will be fully operational for peak

Christmas trade - servicing both online

customers and stores, optimising

inventory, reducing logistics

costs, and enhancing overall

Canadian productivity and

customer experience.

34 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT
STRATEGIES AND MITIGATION

The Group has a COVID-19 crisis management team focussed

on monitoring the status in key counties where it operates and

has supply chain impacts. Where possible, we seek to leverage

government financial assistance for our staff. Furthermore, we

are working closely with our supply chain to support suppliers

and ensure continuity of supply.

The Group is exploring and investing in better in-market strategies

as well as revamping its ranging and increasing emphasis on

sourcing and mix of product. This risk is further being addressed

with the establishment of a Canadian warehouse to reduce

shipping times within country and reduce the concentration of

product within our network.

The Group has invested in new technologies and sought to remove

vulnerable points of attack throughout its digital network. External

parties are brought in to boost our capabilities, including both

proactive and reactive responses to cyber attacks. Penetration

testing and disaster recovery planning are built into our operating

rhythm to further prepare and respond to attacks.

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 Group 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. Any

new legislative requirements or rectification initiatives have

dedicated teams focussed on ensuring our compliance.

The Group continues to have an intense focus on digital channels

and initiatives to meet consumer demand. The Group is investing

in new omni-channel initiatives, including responding to key

disruptions of trading due to COVID-19.

Our focus is on the safety and security of our staff and we are

investing in initiatives and processes that improve the overall

security of our stores, and contribute to the safety of our staff.

We work with local law enforcement bodies and other external

parties to better the overall retail environment for our staff and

customers.

Risk management

The Board believe that a strong Corporate Governance framework will underpin the Group’s growth

and success. The Group regularly reviews its risk management framework and has identified the

following at risk areas and mitigating strategies:

RISK

Ongoing impacts from COVID-19

continue longer than expected

or become more intensive than

forecasted impacting customers,

suppliers and staff

Disruption to supply chain and

inefficiencies in replenishment

strategies

Increase in cyber attacks

disrupting operations and causing

financial distress

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

Theft appeal of our product

increases during periods of

financial hardship and uncertainty.

THIS PAGE: PENDANT AND RING FROM THE KNOTS

COLLECTION, DESIGNED BY LADY CHRISTINE HILL

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 35
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 reflect sales through store and online channels on a comparable

trading day basis

• Earnings before interest, tax, depreciation and amortisation (EBITDA)


Earnings before interest and tax (EBIT)

• Comparable EBIT

• Significant item

CALCULATION OF COMPARABLE EBIT

Comparable EBIT has been calculated as follows:


2021 2020

$000 $000

Statutory EBIT 72,398 14,079

Add back costs relating to:

Employee restructure costs

- 2,170

Direct, incremental costs relating to COVID-19

- 1,755

Canadian cr

edit book revaluation

2,986 -

Les

s items relating to:


Government gr

ants received (AU, NZ, CA)

(14,593) (17,678)

Impact of AASB16

Leases (4,197) (5,551)

Comparable EBIT

56,594 (5,225)

Environmental regulations

The Group has determined that no particular or significant environmental regulations

apply to it.

THIS PAGE: PENDANTS FROM THE SPIRITS BAY, ENDLESS AND

KNOTS COLLECTIONS, DESIGNED BY LADY CHRISTINE HILL

36 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT
Information on Directors

Sir Richard Michael Hill

K.N.Z.M.

Sir Michael is the founder of Michael Hill and

was appointed a Director of the Company on 9

June 2016, having served as Director of Michael

Hill’s listed entity since its initial listing in 1987.

He led the Group as Executive Chairman from

1987 until 2015. Sir Michael 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 is not a director of any other listed

entities and has not had any former directorships

of listed entities in the last three years.

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

148,330,600 Ordinary Shares

Robert Fyfe

B.ENG, F.E.N.Z

Rob was appointed a Director of the Company on

9 June 2016 and has served as a Director of Michael

Hill’s listed entity since 6 January 2014. He was

appointed Chair of the Board in June 2021. 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 and

subsequent to his time at Air New Zealand, Rob has

gained extensive general management experience in

various retail businesses operating in New Zealand,

Australia and Great Britain, across sectors including

retail banking, telecommunications, pay television

and outdoor apparel. On New Year's Eve 2020, Rob

was appointed as a Companion of the New Zealand

Order of Merit for services to business and tourism.

Rob is also a Director of Air Canada and has not

had any former directorships of listed entities in the

last three years.

SPECIAL RESPONSIBILITIES

• Chair

• Non-Executive and Independent Director

• Member of Audit and Risk Management Committee

• Member of People Development and

Remuneration Committee

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

2,693,640 Ordinary Shares

FROM LEFT:

GARY SMITH, DANIEL BRACKEN,

EMMA HILL,

SIR MICHAEL HILL, JACQUELINE NAYLOR 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 are set out below.

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 37
Emma Hill

B.COM, M.B.A.

Emma was appointed a Director of the

Company on 9 June 2016 and has served as

Director of Michael Hill’s listed entity since 22

February 2007. She served as Deputy Chair of

the Group from 2011 until 2015 when she was

appointed Chair. Emma stepped down from

the Chair role in June 2021. 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. Emma holds a

Bachelor of Commerce degree and an MBA

from Bond University.

Emma is not a director of any other listed

entities and has not had any former directorships

of listed entities in the last three years.

SPECIAL RESPONSIBILITIES

• Non-Executive Director

• Chair of People Development and

Remuneration Committee

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

167,487,526 Ordinary Shares

Gary 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 and has

served as Director of Michael Hill’s listed entity

since 2 November 2012. Gary has had extensive

Director experience. He is Chairman of Flight

Centre Travel Group Ltd, 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.

Gary is a Director of Flight Centre Travel Group

Limited and has not had any former directorships

of listed entities in the last three years.

SPECIAL RESPONSIBILITIES

• Non-Executive and Independent Director

• Chair of Audit and Risk Management

Committee

• Member of People Development and

Remuneration Committee

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

80,000 Ordinary Shares

EARRINGS FROM THE SPIRITS BAY COLLECTION,

DESIGNED BY LADY CHRISTINE HILL

Daniel Bracken

Daniel joined Michael Hill International as

the CEO in November 2018. He has more

than 25 years’ experience managing some

of the world’s most iconic brands. He has an

extensive background in corporate strategy,

brand development, product design, customer

engagement, digital expansion and has been

instrumental in executing turnaround initiatives

across many retail businesses.

Daniel is not a director of any other listed

entities and has not had any former directorships

of listed entities in the last three years.

SPECIAL RESPONSIBILITIES

• Managing Director

• Chief Executive Officer

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

201,869 Ordinary Shares

2,310,215 Performance Rights

Jacqueline Naylor

Jacqueline was appointed a Director of the

Company on 15 July 2020. 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

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.

Jacqueline is a Director of Myer Holdings

Limited and has not had any former directorships

of listed entities in the last three years.

SPECIAL RESPONSIBILITIES

• Non-Executive and Independent Director

• Member of Audit and Risk Management

Committee

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

160,000 Ordinary Shares

Janine Allis

Janine was appointed a Director of the

Company on 9 June 2016 and retired on 27

October 2020. 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.

Janine is not a director of any other listed

entities and has not had any former directorships

of listed entities in the last three years.

SPECIAL RESPONSIBILITIES

• Non-Executive and Independent Director

• Member of Audit and Risk Management

Committee

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

651,745 Ordinary Shares

38 MICHAEL HILL INTERNATIONAL LIMITED 2020 FINANCIAL STATEMENTS
Digital is at the forefront of our

transformation with an emphasis

on customer experience, product

offering, and fulfilment

MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 39
Company secretaries

The Company has appointed two company

secretaries, Andrew Lowe and Emily Bird.

Andrew Lowe, who is also the Chief Financial

Officer of the Group, 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.

Emily Bird, who is also the General Counsel

of the Group, was appointed to the position of

Company Secretary on 31 July 2020. Emily joined

Michael Hill in September 2019 as Senior Legal

Counsel, and was appointed General Counsel

& Company Secretary in July 2020. She holds a

Bachelor of Laws, Bachelor of Arts (Psychology),

Graduate Diploma in Legal Practice, Graduate

Diploma in Applied Corporate Governance and

Risk, and has completed the Company Directors

Course at the Australian Institute of Company

Directors. Emily has broad legal experience with

in-house roles at Lactalis Australia (formerly

Parmalat Australia), Virgin Blue (now Virgin

Australia) and a secondment at Tarong Energy

(now Stanwell Corporation), having started her

legal career at top-tier firm Clayton Utz.

Meetings of Directors

The numbers of meetings of the Company's Board of Directors and of each

Board committee held during the year ended 27 June 2021, 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*

R I Fyfe 15 15 6 6 5 5

Sir R M Hill 14 15 - - - -

E J Hill 15 15 - - 5 5

G W

Smith 15 15 6 6 5 5

J E Naylor

(appointed 15/07/2020) 13 13 4 4 - -

J S Allis

(retired 27/10/2020) 6 8 2 2 - -

* Number of meetings held during the time the Director held office or was a

member of the committee during the year.

Daniel Bracken was appointed a Director of the Company on 28 June 2021,

after the end of the reporting period.

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

Emma Hill

c

Robert Fyfe Robert Fyfe

Jacqueline Naylor Gary Smith

c

designates Chair of the committee.

40 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
Our 2021 team engagement

score of 85% is well above retail,

country and global benchmarks

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 41
Audited

Remuneration Report

The Directors present the 2021 Michael Hill International Limited remuneration report, outlining key aspects of

our remuneration policy and framework, and remuneration awarded during FY21. The information provided in this

remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.

Letter from the Chair of the People Development and

Remuneration Committee

Dear Shareholders,

The Board acknowledges the performance and resilience

of the Executive Leadership Team which has enabled

the Group to report above target results for the financial

year. As discussed earlier in the Annual Report, we

have successfully navigated the challenges brought on

by COVID-19. Despite the extremely challenging retail

environment, with continuing volatility and regional

government mandated lockdowns affecting store trade,

our digital and omni retail strategy has enabled us to adapt

to changing customer behaviour. Highlights include:

• Total Group revenue of $556.5m (2020: $492.1m) -

an increase of 13.1%


EBIT of $72.4m (2020: $14.1m) - an increase of 414.2%

• Comparable EBIT of $56.6m (2020: -$5.2m) -

an increase of 1,183%

• Earnings per share of 11.68 cents (2020: 0.79¢) - an

increase of 1,378%.

These results have translated into shareholder returns

with the share price growing to $0.83, from $0.34

in 2020 and $0.54 in 2019. After the 2020 pause on

dividends to shareholders, dividends of 3.0c per share

were paid to our shareholders in FY21. Our performance

provides further evidence that our strategic transforma-

tion agenda is on track and delivering. We’ve seen record

digit

al sales, our lo

yalty program going from strength to

strength, further deployment of omni-channel initiatives,


and continued evolution of our product offering,

go-to-market campaigns and retail fundamentals.

We are proud of our values-led culture which has

established Michael Hill as an employer of choice. Our

values; We care, We create outstanding experiences,

We are professional and We are inclusive and diverse,

underpin team engagement and performance. Our 2021

team engagement score of 85% is well above retail,

country and global benchmarks. I’m proud we continue

to be a leader in gender diversity with 55% of leadership

positions globally held by women. We continue to build

our capability by attracting and developing key talent.

This year we have had three new members join our

Executive Leadership Team: Amy Sznicer, Chief Retail

Officer, Jo Feeney, Chief Marketing Officer and Keith Louie,

Chief Digital Officer. All three bring tremendous strategic

and technical capability to the cohesive, collaborative, and

high performing Executive Leadership Team.

Moving to the structure of our remuneration,

following a review of the executive incentive framework,

and in response to challenges in how to reward and

recognise in a rapidly changing and unpredictable

environment, the Board approved changes to the Short

Term Incentive Scheme (STI) and Long Term Incentive

Scheme (LTI) with effect from FY21. The STI opportunity

for on target performance reduced and an STI outperfor-

mance mechanism was introduced. The LTI opportunity

was amended to increase the weighting towards

long-term outcomes and a sliding vesting scale based on

Total Shareholder Return was introduced.

Given the challenging and uncertain environment,

executive salaries were not adjusted at the

commencement of the year as per the usual review

cycle. A review was completed after the first half which

recognised performance had strongly rebounded. A

moderate 1.75% increase was applied to CEO Daniel

Bracken’s base salary with an uplift of 10% applied to

Andrew Lowe’s base to remain market competitive and in

recognition of the expanded breadth of the CFO’s role.

Financial and non-financial risks were systematically

considered in the overall assessment of STI outcomes.

The CEO and CFO achieved 100% of on target STI and

due to the strong EBIT result, 75% of the outperfor-

mance STI was achieved. No awards to current KMP

vested under the LTI during the year. There were no

changes to the structure, level or value of Non-Executive

Director (NED) fees.

The Board will continue to review executive

remuneration to ensure that it aligns with our strategy and

support the delivery of sustainable long-term returns to

shareholders. In FY22 we will seek independent advice on

the appropriateness of remuneration practices of the Group.

In conclusion, the Committee believes the

remuneration changes and outcomes for FY21 reflect an

appropriate alignment between pay and performance

during the year and are also fair in terms of the operating

environment in which decisions have been made. We

are confident that shareholders will recognise this as a

continuation of our long-held approach to prior years.

The results the Company has achieved in the last 12

months are outstanding and the executive remuneration

set out in this report is considered by the Board

to be reflective of this performance.

Regards,

Emma Hill

Chair of the People Development

and Remuneration Committee

42 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
Remuneration overview

This report sets out the remuneration arrangements for Michael Hill International’s key management personnel (KMP).

KMP have the authority and responsibility for planning, directing and controlling the activities of the entity. All KMP

listed below have held their positions for the entire reporting period unless indicated otherwise.

NAME POSITION COMMENCEMENT AS KMP

Robert Fyfe Chair 2016

Non-Executive Directors

Sir Richard Michael Hill Founder and Non-Executive Director 2016

Emma Hill Non-Executive Director 2016

G

ary Smith Non-Executive Director 2016

J

acqueline Naylor Non-Executive Director 2020

Former Non-Executive

Director

Janine Allis

Non-Executive Director 9 June 2016 until 27 October 2020

Manager Director and CEO

Daniel Bracken Managing Director and Chief Executive Officer 2019

Executives

Andrew Lowe

Chief Financial Officer and Company Secretary 2017

Former Executives

Vanessa Brennan

Chi

ef Brand and Strategy Officer


11 August 2020 until 13 December 2020

Andrea Slingsby Chief Operating Officer 9 January 2019 until 22 January 2021

The following changes were made on 28 June 2021:

• Emma Hill stepped down as Chair

• Robert Fyfe was appointed as Chair


Daniel Bracken was appointed as Managing Director in addition to his Chief Executive Officer role.

PEOPLE DEVELOPMENT AND REMUNERATION COMMITTEE

The primary objective of the People Development and Remuneration Committee (PDRC) is to assist the Board fulfil its

corporate governance and oversight responsibilities in relation to the Company’s people strategy including remuneration

components, performance measurements and accountability frameworks, recruitment, engagement, retention, talent

management and succession planning.

The following Non-Executive Directors are members of the PDRC for the 2021 reporting period:


Robert F

yfe - Independent Non-Executive and Chair of the Committee


Emma Hill - Chair of the Board of Direct

ors

• Gary Smith - Independent Non-Ex

ecutive Director

In FY22, Emma Hill has assumed the role of Chair of the Committee and Robert Fyfe will remain as a Non-Executive

PDRC member.

USE OF REMUNERATION CONSULTANTS

The PDRC 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. No advice was received in FY21. It is the Committee’s intention to seek this independent advice in FY22.

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 43
Fixed Remuneration

Fixed remuneration is set with

reference to market competitive

rates in comparative companies

for similar positions adjusted

to account for the experience,

ability and effectiveness of the

individual executive.

Base salary plus any fixed

elements including superan-

nuation and leave entitlements.

Attract and retain key executive


talent.


How it is set

How is it delivered

What is the

objective

Short Term Incentive

Senior executives participate

in the Group’s STI which is

directed to achieving Board

approved targets. Refer to the

FY21 Executive Remuneration

Summary section of this report.

Cash.

Align senior executive

reward with achievement of

performance targets designed to

drive shareholder value creation.

Long Term Incentive

The Company has established

a Share Rights Plan as deferred

compensation. Refer to the

FY21 Executive Remuneration

Summary section of this report.

An issue of share rights is made

to participating executives. The

rights vest at the end of the

performance period if certain

performance hurdles and

vesting conditions are met.

Reward executives for

sustainable long-term growth

aligned to shareholders'

interests.

Remuneration framework

Our remuneration philosophy is guided by our vision to be a modern, differentiated, omni-channel jewellery brand. The

structure of compensation is designed with a mix of market competitive fixed remuneration, short-term incentives to reward

annual performance and long-term incentives to align long term financial performance and shareholder value creation.

Our Values

Our Remuneration Philosoph

y

We care Attract, motivate and retain talent

We are professional Reward the achievement of strategic objectives

We are inclusive and diverse Align to shareholder value creation

We create outstanding experiences

FY21 executive remuneration summary

Following a review of the executive incentive framework, and in response to challenges in how to reward and recognise

in a rapidly changing and unpredictable environment, the Board approved a number of changes to both the STI and LTI

with effect from the FY21 year. The key changes are outlined below:


STI opportunity for on target performance has reduced

• An STI stre

tch or outperformance mechanism has been introduced

• LTI opportunity for executives has also been updated to increase the weighting towards long-term outcomes.

Historically, the STI opportunity was 70% of total fixed remuneration (TFR) for the CEO and 50% of TFR for the CFO.

LTI opportunity was 50% of STI earned for the CEO (or 35% of TFR) and 30% of the STI earned for the CFO (being 15%

of TFR). The total target incentive (STI + LTI) for the CEO was 105% of TFR and 65% for the CFO.

Whilst the total target incentive opportunity remained consistent for both the CEO and CFO during the reporting period,

being 105% and 65% respectively, the structure of the STI was changed. FY21 CEO STI opportunity at target is 36.75% of

TFR and LTI is 68.25% of TFR to give a total target incentive of 105%. The structure for the

FY21 CFO STI is 22.75% of target incentive and LTI is 42.25% of target incentive.

In addition, the FY21 scheme includes an STI outperformance component which

allows executives to earn up to 200% of their on target STI payment for outstanding

performance. This outperformance component was added on the basis that it was

self-funding and only rewarded for significant EBIT outperformance (excluding any

benefit from Government wage subsidies).

44 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
FIXED REMUNERATION

Fixed remuneration is set with reference

to market competitive rates in comparable

companies, locally and internationally, for similar

positions adjusted for the experience, ability and

effectiveness of the individual executive. Fixed

remuneration includes base salary and superan-

nuation at the rate of the maximum concessional

contributions cap.

Fixed remuneration is reviewed annually and

adjusted. Our policy is to increase base salary

by CPI and increase superannuation in line with

any increase to the concessional contributions

cap. In addition, external consultants provide

analysis and advice every three years to ensure

compensation packages are appropriate and

competitive in the marketplace. If there is a

change in role scope or complexity the position is

reassessed against market benchmarks.

Due to the uncertainty and volatility of

trading in a COVID-19 environment, executive

salaries were not adjusted for CPI at the

commencement of the reporting period as per

the usual review cycle. It was decided that any

adjustment to salaries would occur after a review

of FY21 H1 performance. This end of first half

review recognised that the performance of the

Company had strongly rebounded. Salaries were

increased from 1 February 2021. As the full year

(2020) CPI was negative, it was agreed that KMP

remuneration decisions would deviate from usual

remuneration policy. The CEO’s salary increased

by 1.75% in line with the 2020 national minimum

wage decision. It was also recognised that the

CFO’s role had increased in complexity and the

fixed remuneration was not market competitive.

Fixed remuneration increased by 10% for the CFO.

6 monthly based on H1 and H2 performance

CEO – 73.5% of fixed remuneration comprised

of 36.75% for on target performance, and

36.75% for outperformance

CFO – 45.5% of fixed remuneration comprised

of 22.75% for on target performance, and

22.75% for outperformance

In cash

Financial 50% weighting – EBIT, Sales,

Margin, Costs

Strategy 20% weighting – Omni-Channel,

Supply Chain Evolution

Customer 20% weighting – Brilliance Membership,

Global Credit Strategy

People 10% weighting – Engagement, Retention

Scaled EBIT increments above on target

performance

Awarded to the executive if performance

measures and KPIs are achieved

The Chair reviews the CEO’s performance against

the performance targets and objectives set for

that year. The CEO assesses the performance

of the Executive Leadership Team, with the

CEO having oversight of his direct reports and

the day-to-day functions of the Company. The

Committee reviews the assessed performance to

determine STI outcome for executives.

Performance

period

How it is set

How is it

delivered

Performance

measures/KPIs

for on target

performance

Performance

measure for

outperformance

component

Performance

conditions

How is STI

assessed?

SHORT-TERM INCENTIVE SCHEME

The STI is detailed in performance scorecards that are agreed

with the Committee at the start of each half year. These scorecards

detail the performance goals, targets and weightings for the

financial half and follow a balanced scorecard approach where

performance against key deliverables across financial, strategy,

business improvement, customer and people areas are measured.

The scheme is supported by a performance management

system, along with integrated reporting for visibility and

transparency of progress by each executive. The framework aligns

the executive’s KPIs to delivery of the strategic plan, divisional

business plans along with critical operational and leadership

measures of each role. Performance against KPIs is formally

measured on a biannual basis and informally in regular meetings.

The STI program in FY21 was structured as follows:

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 45
OVAL DIAMOND ENGAGEMENT RINGS FROM THE FENIX CREATED DIAMONDS FOR MICHAEL HILL COLLECTION

FY21 STI OUTCOMES

In FY21, the CEO and CFO earned 100% of their on target STI. This STI was awarded due to the achievement in full of the

KPIs related to the financial, strategy, customer and people performance measures. An outperformance STI of 75% was

awarded to both KMP due to the achievement of the EBIT performance measure. An overall payment of 87.5% of total

potential STI was achieved.

Despite the challenging market conditions, FY21 has been a successful year for the Group with Management

delivering revenue of $556.5m (up 13.1%), Comparable EBIT of $56.6m (up 1,183%) and EPS of 11.68c (up 1,378%). The

Comparable EBIT growth achieved of 1,183% was in excess of the growth required for payment of 75% of the potential

outperformance STI.

The Board considers that the strong results delivered were a direct outcome of the response of the Management

Team in successfully navigating a raft of complex issues and implementing new initiatives to drive the business through

this period. These events required an immediate range of actions by the Management Team to both manage the COVID-19

impacts and to allow the business to continue trading in a complex and constantly changing global environment.

ANALYSIS OF BONUSES INCLUDED IN REMUNERATION


On target bonus Stretch target Total potential Included in Amounts

achieved bonus achieved bonus available remuneration forfeited

KMP % % $ $ $

Daniel Bracken 100% 75% 709,128 620,487 88,641

Andrew Lowe 100% 75% 210,887 184,526 26,361

Andrea

Slingsby 100% n/a 70,000 70,000 -

Vanessa Brennan ceased to be a KMP during the first half of the financial year and was not awarded a bonus for the year.

46 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
LONG TERM INCENTIVE SCHEME

In FY21, the LTI framework was amended. This amended

framework aligns with the existing Incentive Plan Rules. The Board

considers this new LTI framework to be aligned with shareholder

interests with a sliding vesting schedule reflecting total returns to

shareholders over the performance period.

3 years

65% of on target incentive delivered as LTI, at

no cost to the executive

Share rights

Total Shareholder Return (TSR) compound

annual growth rate (CAGR) over 3 years

Subject to remaining an employee of the Group

at the vesting date (following the release of the

FY23Q4 results), and satisfaction of TSR target

metric, share rights will vest in accordance with

a sliding vesting schedule. The absolute TSR

sliding vesting schedule is as follows:

- No rights vest if TSR is equal to or less than

15% CAGR

- 5% of share rights vest f

or each 1% increase

in CAGR performance between 15% CAGR to

35% CAGR

- 100% of share rights vest if T

SR is equal to

or above 35% CAGR.

Awards are subject to a service condition

requiring the executive to remain employed by

the Group until the end of the vesting period

The absolute TSR metric has been deemed by

the Committee to be the best market based

measure to create alignment between the

interests of Management and the interests of

shareholders

If the KMP’s employment is terminated for

cause, or due to resignation, all unvested

Share Rights will lapse, unless the Board

determines otherwise

Share rights do not confer on the holder

any entitlement to any dividends or other

distributions by the Group or any right to attend

or vote at any general meeting of the Group

Performance/

vesting period

Opportunity

Instrument

Performance

metric

Vesting

condition

Rationale

for the

performance

metric and

condition

What happens

when a

KMP ceases

employment?

Dividends and

voting rights

FY21 LTI OUTCOMES

Daniel Bracken, CEO and Andrew Lowe, CFO are

the only current KMP eligible to participate in the

FY21 LTI. Andrew commenced with the Company

in FY18 and participated in that year’s LTI, which

has three vesting dates (or ‘tranches’) over

consecutive years; Andrew’s first tranche of that

scheme vested in early FY21. Daniel commenced

with Michael Hill in FY19 and participated in that

year’s LTI, which again has three vesting dates

over consecutive years; the first tranche vesting

date is early FY22 and is subject to continual

employment. Further details of the number of

share rights granted to the CEO and CFO in

relation to the FY21 LTI can be found later in this

report under the heading 'Share Rights'.

NON-EXECUTIVE DIRECTOR REMUNERATION

Total compensation for all Non-Executive

Directors, last voted upon by shareholders on

29 June 2016, is not to exceed $840,000 per

annum. Directors’ base fees for FY21 year were

$100,419 per annum. The Board Chair receives

twice the base fee. Additional fees are paid

where a Director is Chair of a committee.

Committee Chair Fees per Annum

People Development

and Remuneration

$20,7

47

Audit and Risk $31,120

It is the Company’s policy to increase Directors’

fees annually at the commencement of each

financial year, in accordance with the consumer

price index. However, in response to the COVID-19

global pandemic market conditions impacting

the Company in FY21, there was no increase

to any Non-Executive Director's fees at the

commencement of, or during, the reporting period.

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. Non-Executive Directors do not

receive performance-related 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.

ENGAGEMENT RINGS FROM

THE EVERMORE COLLECTION

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 47
Company performance - relationship of remuneration

to Group performance

The remuneration framework operates to create a clear link between executive remuneration and the Group’s performance.

The performance of the Group over the past five years is summarised below:

2021 2020 2019 2018 2017

Revenue ($'000) 556,486 492,060 569,500 604,319 582,975

EBIT* ($'000) 72,398 14,079 21,115 8,854 43,840

Profit

for the year attributable

to owners of the Company ($'000)

45,328 3,059 16,498 1,557 29,654

Earnings per shar

e 11.68¢ 0.79¢ 4.26¢ 0.40¢ 10.66¢

Dividends paid during the financial year^ ($'000)

11,636 5,817 19,365 19,371 19,264

Market capitalisation ($'000)

322,158 131,841 209,385 375,815 430,057

Share price at y

ear end

$0.83 $0.34 $0.5

4

$0.97 $1.11

Compound annual growth rate 148.5% (34.3)% (40.2)% (8.1)% 10.9%

Re

turn on average total assets 9.0% 0.7% 4.3% 8.2% 10.5%

* EBIT and Comparable EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information in the

Directors Report for an explanation of Non-IFRS information and a reconciliation of EBIT and Comparable EBIT.

^ The dividends paid in FY21 are the postponed interim dividend for FY20 and the interim dividend for FY21. No final

dividend was declared for FY20.

Profit amounts for 2017 to 2021 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 several years.

EXECUTIVE KMP REMUNERATION MIX

The total remuneration for the executive KMPs comprises both fixed remuneration and at-risk components in STI and

LTI. The mix shown below indicates the potential remuneration based on the current remuneration as at 27 June 2021

with STI presented at maximum opportunity.

Fixed

Executive KMP Remuneration STI LT I To t al

Daniel Bracken - CEO 41% 31% 28% 100%

Andrew Lowe - CFO 54% 24% 22% 100%

Andrea Slingsby - COO 81% 19% - 100%

Vanessa Brennan - CBSO

100% - - 100%

FY22 REMUNERATION

For FY22, Director fees increased in line with the Company’s policy of CPI increase. Additionally, and in line with the

Company’s policy on executive remuneration reviews, the base salary of both the CEO and CFO increased by CPI and their

superannuation was increased to the adjusted concessional contributions cap. The incentive scheme has been reweighted

to balance on target STI with LTI at 50% of total target incentive opportunity for the CEO and CFO. The absolute TSR sliding

vesting conditions of the LTI framework for FY22 will be a CAGR-based calculation whereby a prorata achievement of share

rights commencing from 10% CAGR, increasing by 10% for every 1% CAGR increment, limited to 100% achievement at 20%

CAGR. The committee and Board will continue reviewing the remuneration framework and incentive plans to ensure they

continue to align to market and shareholders’ best interests. An independent review is underway.

48 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
Share-

Post- based

Short-term Long-term employment payments

Salary & STI cash

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

fees bonus benefits leave benefits benefits rights remuneration rights as

(relocation) performance proportion of

related remuneration

Non-Executive Directors $ $ $ $ $ $ $ $ $ % %

Emma Hill

2021 194,736 - - 194,736 - - - - 194,736 - -

2020 170,849 - - 170,849 - - - - 170,849 - -

Sir Richard

Michael Hill



2021 97,368 - - 97,368 - - - - 97,368 - -

2020 87,709 - - 87,709 - - - - 87,709 - -

Gary Smith


2021 120,127 - - 120,127 - 11,412 - - 131,539 - -

2020 104,327 - - 104,327 - 9,911 - - 114,238 - -

Robert Fyfe

2021 117,485 - - 117,485 - - - - 117,485 - -

2020 105,545 - - 105,545 - - - - 105,545 - -

Jacqueline Naylor

(appointed 15/07/2020)

2021 88,180 - - 88,180 - 8,377 - - 96,557 - -

Janine Allis

(re

tired 27/10/2020)

2021 30,485 - - 30,485 - 2,896 - - 33,381 - -

2020

78,594 - - 78,594 - 7,467 - - 86,061 - -

Total Director

remuneration

2021

648,381 - - 648,381 - 22,685 - - 671,066 - -

2020 547,024 - - 547,024 - 17,378 - - 564,402 - -

In response to COVID-19, all Directors' fees were reduced 50% for the period from 1 April 2020 to 30 June 2020.

OTHER BENEFITS

KMP do not receive additional benefits, such as non-cash benefits, other than superannuation, as part of the terms and conditions of

their appointment. Loans are not provided.

SERVICE CONTRACTS

It is the Group’s policy that service contracts for KMP are unlimited in term but capable of termination on three months’ notice (six

months in the case of the CEO) and that the Group retains the right to terminate the contract immediately, by making payment

equal to three months’ pay in lieu of notice (or six months’ in the case of the CEO). 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.

DIRECTOR AND EXECUTIVE REMUNERATION OUTCOMES FOR FY21

Details of the nature and amount of each major element of remuneration of each Director of the Company, and other KMP of the

consolidated entity are:

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 49
Share-

Post- based

Short-term Long-term employment payments

Salary & STI cash

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

fees bonus benefits leave benefits benefits rights remuneration rights as

(relocation) performance proportion of

related remuneration

KMP $ $ $ $ $ $ $ $ $ % %

Daniel Bracken, CEO

2021 1,025,532 620,487 - 1,646,019 16,962 25,000 - 33,716 1,721,697 36.04% 1.96%

2020 905,142 134,092 - 1,039,234 10,980 25,481 - 15,324 1,091,019 12.29% 1.40%

Andrew Lowe, CFO

2021 483,848 184,526 - 668,374 12,930 25,000 - 19,684 725,988 25.42% 2.71%

2020 429,075 40,021 - 469,096 3,790 25,481 - 9,728 508,095 7.88% 1.91%

Andrea Slingsby, COO

(ceased 22/01/2021)

2021 293,388 70,000 - 363,388 - 14,904 - 19,909 398,201 17.58% 5.00%

2020 456,372 32,681 - 489,053 5,862 25,481 - 2,688 523,084 6.25% 0.51%

Vanessa Brennan, CBSO

(commenced 11/08/2020

and ceased 13/12/2020)

2021 136,657 - - 136,657 - 8,654 - 13,489 158,800 - 8.49%

Total KMP

remuneration

2021 1,939,425 875,013 - 2,814,438 29,892 73,558 - 86,798 3,004,686 29.12% 2.89%

2020 1,790,589 206,794 - 1,997,383 20,632 76,443 - 27,740 2,122,198 9.74% 1.31%

Total Director and

KMP remuneration

2021 2,587,806 875,013 - 3,462,819 29,892 96,243 - 86,798 3,675,752 23.81% 2.36%

2020 2,337,613 206,794 - 2,544,407 20,632 93,821 - 27,740 2,686,600 7.67% 1.03%

Salary and fees include the net leave entitlement accrual, calculated as leave accrued less leave taken. In response to COVID-19, all

executive KMP's salaries were reduced by 20% over the same period.

50 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT
Additional statutory information

EQUITY INSTRUMENTS

All options or rights refer to options or rights 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 1,300,000 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 granted to KMP as compensation for the financial year.

SHARE RIGHTS

The number of share rights issued to KMP and senior executives during FY21 was 4,189,622 share rights. Of these, share

rights issued to KMP are set out below.

Number of Fair value

KMP share rights issued per share right

Daniel Bracken* 2,200,197 14¢

Andrew Lowe

628,814 14¢

Andrea Slingsby (ceased 22/01/2021) 33,311 35¢

Vanessa Brennan (ceased 13/12/2020)

24,285 35¢

*

Share rights issued to Daniel Bracken during the repor ting period prior to him being appointed as a Director of the Board.

RECONCILIATION OF OPTIONS AND SHARE RIGHTS HELD BY KMP

No options are held by KMP. The number of rights over ordinary shares held during the financial year by KMP, including

the number issued, vested, exercised and forfeited is set out below:




Value of rights


Balance at

start of the year

Balance

at end of the year


issued during


Vested and Vested &

the year

KMP share rights

Exercisable Unvested Issued Forfeited Vested Exercised Exercisable Unvested

rights movements Number Number Number Number Number Number Number Number $

Daniel Bracken* - 110,018 2,200,197 - - - - 2,310,215 317,367

Andrew Lowe - 50,761 628,814 - - - - 679,575 87,399

Andrea Slingsby

#

- 19,301 33,311 - - - - 52,612 11,659

Vanessa Brennan

#

^ - 49,760 24,285 - - - - 74,045 8,500

Total - 229,840 2,886,607 - - - - 3,116,447 424,924

* Share rights issued to Daniel Bracken during the reporting period were issued prior to him being appointed as a

Director of the Board. Accordingly, shareholder approval was not required pursuant to ASX Listing Rule 10.14.

#

Andrea Slingsby and Vanessa Brennan ceased to be KMP before financial year end. The "Balance at end of the year"

reflects their holdings at the time they ceased to be KMP. The Board resolved that both could retain their share rights

on cessation of employment and accordingly the share rights vested to both at the date of the resolution.

^ Vanessa Brennan became a KMP during the financial year and at that time held the share rights in the opening balance.

Share rights relating to FY21 performance are anticipated to be granted in late 2021. The number of shares will

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

MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 51
SHAREHOLDINGS

The number of ordinary shares held during the financial year by KMP is set out below:



Balance at

start

Received

on

Balance

at end

of the y

ear

ex

ercise of rights

Other changes of the y

ear

Number Number Number Number

Non-Executive Directors

Emma Hill* 167,487,526 - - 167,487,526

Sir Richard (Michael) Hill* 148,330,600 - - 148,330,600

Gary Smith 80,000 - - 80,000

R

obert Fyfe

2,693,640 - - 2,693,640

Jacqueline

Naylor

#

160,000 - - 160,000

Janine Allis^ 651,745 - - 651,745

KMP

Daniel Bracken 141,869 - 60,000 201,869

Andrew Lowe

- - - -

Andrea Slingsby^ - - - -

Vanessa Brennan

#

^ - - - -

* Includes common shareholding due to a related party.

#

Became a KMP during the financial year and at that time held the ordinary shares in "Balance at the start of the year".

^ Ceased to be a KMP before financial year end and "Balance at end of the year" reflects their holdings at time of

ceasing to be KMP.

VOTING OF SHAREHOLDERS AT LAST YEAR'S

ANNUAL GENERAL MEETING

The Company received 99.4% of “For” votes on its

remuneration report for FY20. 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:


2021 2021

Ernst & Young (Australia): $ $

Employment advisory 3,682 10,050

Total remuneration

for non-audit services

3,682 10,050

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 52.

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 20 August 2021 in accordance

with a resolution of Directors as required by section 298 of

the Corporations Act 2001.

R. I. Fyfe, Chair

Brisbane, 20 August 2021

52
Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

T

+61 7 3011 3333

F

+61 7 3011 3

100

ey.com/au

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

for the financial year ended 27 June 2021, I declare to the best of my knowledge and

belief, there have been:

a)

No contrav

entions 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 Kellie McKenzie

Partner

20 August 2021

Auditor’s independence declaration

to the Directors of

Michael Hill International Limited

Financial
Statements

ABN 25 610 937 598

The Directors present the

consolidated financial statements

of

Michael Hill International Limited

for the year ended 27 June 2021

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

95 DIRECTORS' DECLARATION

95 AUDITOR'S REPORT

96 ASX LISTING – ADDITIONAL INFORMATION

54 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
NOTES 2021 2020

$000 $000

Revenue from contracts with customers A2 556,486 492,060

Other income

A3 17,969 20,574

Cost of goods sold (207,570) (193,855)

Employee benefits expense D1 (147,619) (146,482)

Occupanc

y costs (15,135) (14,390)

Marketing expenses (28,325) (28,918)

Selling expenses

(17,959) (18,701)

Impairment of property, plant and equipment F5 (1,883) (6,473)

Impairment of

other assets

(3,513) (1,582)

Depreciation and amortisation expense F1 (51,293) (55,611)

Los

s on disposal of property, plant and equipment

(448) (499)

Other

expenses

(28,308) (32,040)

Finance e

xpenses F1 (7,595) (9,598)

Profit before income tax 64,807 4,485

Income tax expense

F9 (19,479) (1,426)

Profit f

or the year 45,328 3,059

Other compr

ehensive income

Items that may be reclassified subsequently to profit or loss:

Gains/(losses) on cash flow hedges

34 434

Currency translation differences arising during the year (173) (1,716)

Other comprehensive income for the year, net of tax (139) (1,282)

Total comprehensive income for the year 45,189 1,777

Total comprehensive income for the year is attributable to:

Owners of Michael Hill International Limited 45,189 1,777

Earnings per share for profit attributable to

the ordinary equity holders of the Company:

Basic earnings per share F2 11.68¢ 0.79¢

Diluted earnings per share F2 11.

63¢

0.

79¢

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read

in conjunction with the accompanying notes.

Consolidated statement of profit or loss

and other comprehensive income

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 55
Consolidated statement

of financial position

NOTES 2021 2020

ASSETS $000 $000

Current assets

Cash and cash equivalents B1 72,361 11,204

Trade and other receivables F3 8,352 25,006

Inventories A4 171,246 178,742

Assets held for sale F4 14,397 -

Current tax receivables 732 3,165

Contract assets A2 406 733

Other current assets 3,576 2,103

To

tal current assets

271,070 220,953

Non-current

assets

Trade and other receivables F3 - 10,727

Right-

of-use assets

A5 105,882 123,911

Property, plant and equipment F5 36,453 45,405

Intangible assets F6 32,845 24,429

Def

erred tax assets

F9 60,585 74,468

Contract assets A2 739 1,048

Other non-current assets 537 677

To

tal non-current assets

237,041 280,665

Total assets

508,111 501,618

LIABILITIES

Current liabilities

Trade and other payables F7 73,961 64,472

Lease liabilities A5 34,304 42,164

Contract

liabilities

A2 24,157 25,974

Provisions F8 14,854 24,949

Liabilities directly associated with assets held for sale F4 1,607 -

Current

tax liabilities

1,886 1,445

Deferred revenue 753 367

Total current liabilities 151,522 159,405

Non-current

liabilities



Lease

liabilities

A5 99,382 115,848

Contract

liabilities

A2 56,393 53,539

Borro

wings

B2 - 10,681

Pro

visions

F8 7,413 8,339

To

tal non-current liabilities

163,188 188,407

Tot

al liabilities 314,710 347,812

Net assets 193,401 153,806

EQUITY


Contributed

equity

F11 11,285 11,016

Reserves F12 4,221 4,420

Re

tained profits

177,895 138,370

Total equity 193,401 153,806

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

56 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
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 2019 10,984 757 5,516 (468) 159,963 176,752

Adjustment on adoption of

AASB16 (net of tax) - - (43) - (13,019) (13,062)

Restated total equity at the

beginning of the financial year

10,984 757 5,473 (468) 146,944 163,690

Profit for the year - - - - 3,059 3,059

Currency translation differences - - (1,716) - - (1,716)

Derivative fair value changes

- - - 434 - 434

Total comprehensive income

for the year

- - (1,716) 434 3,059 1,777

Transactions with members

in their capacity as owners:

Dividends provided

B3 - - - - (11,633) (11

,633)

Issue of share capital on

exercise of share rights

F11 32 (32) - - - -

Transfer option reserve

on forfeiture of options D3 - (166) - - - (166)

Share based payments expense D3 - 138 - - - 138

32 (60) - - (11,633) (1

1,661)

Balance at 28 June 2020

11,016 697 3,757 (34) 138,370 153,806

Profit for the year - - - - 45,328 45,328

Currenc

y translation differences - - (173) - - (173)

Derivative fair value changes - - - 34 - 34

Tot

al comprehensive income

for the year - - (173) 34 45,328 45,189

Transactions with members

in their capacity as owners:

Dividends provided B3 - - - - (5,820) (5,820)

Issue of share capital on

exercise of share rights F11 269 (269) - - - -

Transfer option reserve

on forfeiture of options

D3 - (17) - - 17 -

Share

based payments expense D3 - 226 - - - 226

269 (60) - - (5,803) (5

,594)

Balance at 27 June 2021

11,285 637 3,584 - 177,895 193,401

The above Consolidat

ed Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Consolidated statement of changes in equity

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 57
NOTES 2021 2020

$000 $000

Cash flows from operating activities

Receipts from customers (inclusive of GST and sales taxes) 657,320 547,258

Payments to suppliers and employees

(inclusive of GST and sales taxes) (484,021) (451,577)

173,299 95,681

Interest received 4 4

Other revenue received 14,442 13,193

Interest paid (1,036) (2,261)

Leasing interest paid A5 (6,653) (7,628)

Income tax paid (4,082) (3,974)

Net GST and sales taxes paid (32,522) (18,944)

Net cash inflow from operating activities B1 143,452 76,071

Cash flow

s from investing activities



Proceeds from sale of property, plant and equipment 73 146

Payments for property, plant and equipment F5 (6,430) (6,112)

Payments for intangible assets F6 (12,597) (11,241)

Net cash (outflow) from investing activities (18,954) (17,207)

Cash flows from financing activities


Proceeds from borrowings 2,000 70,500

Repayment of borrowings (12,682) (92,300)

Principal portion of lease payments A5 (40,997) (27,892)

Dividends paid to Company's shareholders B3 (11,636) (5,817)

Net cash (outflow) from financing activities (63,315) (55,509)

Net increase in cash and cash equivalents

61,183 3,355

Cash and cash equivalents at the beginning of the financial year 11,204 7,923

Effects of exchange rate changes on cash and cash equivalents (25) (74)

Cash and cash equivalents at the end of the financial year B1 72,361 11,204

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Consolidated statement of cash flows

58 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
Corporate information

The consolidated financial statements of Michael Hill International

Limited and its subsidiaries (collectively, the Group) for the year

ended 27 June 2021 were authorised for issue in accordance

with a resolution of the Directors on 20 August 2021. 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').

A Financial overview

A1 Segment information

Management have determined the operating segments based on

the reports reviewed by the Board and Executive Leadership Team

that are used to make strategic decisions. The Board and Executive

Leadership Team consider, organise and manage the business

primarily from a geographic perspective, being the country of origin

where the sale and service was performed.

The amounts provided to the Board and Executive Leadership

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 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.

The segment disclosures are prepared on a pre-AASB16

Leases

basis. An adjustment column, representing the Group's entries due

to AASB16

Leases, has been included for the purposes of reconcili-

ation to statutory results.

Notes to the financial statements

Corporate information p58

A Financial overview p58

A1 Segment information p58

A2 Revenue p60

A3 Other income p61

A4 Inventories p62

A5 Leases p62

B Cash management p64

B1 Cash and cash equivalents p64

B2 Borrowings p64

B3 Dividends p65

C Financial risk management p65

C1 Financial risk management p65

C2 Derivative financial instruments p69

C3 Capital management p70

D Reward and recognition p71

D1 Employee benefits p71

D2 Key management personnel p71

D3 Share-based payments p71

E Related parties p74

F Other information p74

F1 Expenses p74

F2 Earnings per share p74

F3 Trade and other receivables p75

F4 Assets held for sale and directly

associated liabilities p76

F5 Property, plant and equipment p7 7

F6 Intangible assets p78

F7 Trade and other payables p79

F8 Provisions p79

F9 Tax p80

F10 Auditors' remuneration p81

F11 Sontributed equity p82

F12 Reserves p82

G Group structure p83

G1 Interests in other entities p83

G2 Deed of cross guarantee p83

G3 Parent entity financial

information p86

H Unrecognised items p87

H1 Contingencies and commitments p87

H2 Events occuring after the end of

the reporting period p87

I Summary of accounting policies and

significant estimates and judgements p88

I1 Summary of significant

accounting policies p88

I2 Significant estimates and

judgements p94

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 59
SEGMENT RESULTS New Corporate Group AASB16

Australia Zealand Canada and other

pre-AASB16 adjustment Group

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

Year ended 27 June 2021

Operating revenue 312,264 118,663 123,930 1,629 556,486 - 556,486

Gross profit 194,148 73,554 76,017 5,197 348,916 - 348,916

Gross pr

ofit %

62.2% 62.0% 61.3% 62.7% 62.7

%

EBITDA*

69,250 35,117 20,935 (40,411) 84,891 38,800 123,691

Depreciation

and amortisation

(6,361) (1,996) (5,100) (3,233) (16,690) (34,603) (51,293)

Segment EBIT

*

62,889 33,121 15,835 (43,644) 68,201 4,197 72,398

EBIT as a % of rev

enue 20.1% 27.9% 12.8% 12.3% 13.0%

Inter

est income

- - - 4 4 - 4

Finance costs (68) (7) - (867) (942) (6,653) (7,595)

Net pr

ofit before tax

62,821 33,114 15,835 (44,507) 67,263 (2,456) 64,807

Income t

ax expense

(19,479)

Net pr

ofit after tax

45,328

Year ended 28 June

2020

Operating revenue 266,610 101,276 123,038 1,136 492,060 - 492,060

Gross profit 161,030 60,412 71,075 5,687 298,204 - 298,204

Gross

profit %

60.4

%

59.7

%

57.8% 60.6

%

60.6%

EBITDA* 35,102 22,554 3,471 (33,971) 27,156 42,534 69,690

Depreciation

and amortisation

(7,692) (2,550) (6,031) (2,355) (18,628) (36,983) (55,611)

Segment EBIT

*

27,410 20,004 (2,560) (36,326) 8,528 5,551 14,079

EBIT as a % of revenue 10.3% 19.8% (2.1)% 1.7% 2.9%

Interest income - - - 4 4 - 4

Finance costs 145 16 - (2,131) (1,970) (7,628) (9,598)

Net pr

ofit before tax

27,555 20,020 (2,560) (38,453) 6,562 (2,077) 4,485

Income tax

expense

(1,426)

Net pr

ofit after tax

3,059

* EBIT and EBITDA are non-IFR

S information. Please refer to non-IFRS information in the Directors' Report for an

explanation of non-IFRS information and a reconciliation of EBIT to statutory results.

Types of products and services

Michael Hill International Limited and its controlled entities operate predominately in the sale of jewellery and

related services.

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.

60 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
2021 2020

A2 Revenue

$000 $000

Revenue from sale of goods and repair services 525,781 460,393

Revenue from Professional Care Plans (PCP)*

27,310 27,478

Interest and other revenue from in-house customer finance program 2,792 3,958

Revenue from Lifetime Diamond Warranty (LTDW) 603 231

To

tal revenue from contracts with customers 556,486 492,060

* During the financial year ended 27 June 2021, the Group did not recognise revenue of $1.3m (2020: $2.1m) for

PCP services in Canada from February to June 2021 due to the inability to service customers from temporary

closure of stores due to COVID-19. Revenue not recognised and deferred in the prior period was recognised in

the current reporting period.

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

geographical regions:

Corporate


Australia New Zealand Canada and other Tot

al

$000 $000 $000 $000 $000

2021

Timing of revenue recognition

At a point in time

296,723 113,547 114,099 1,412 525,781

Over

time

15,541 5,116 9,831 217 30,705

312,264 118,663 123,930 1,629 556,486

2020

Timing of revenue recognition

At a point in time

249,852 95,770 114,145 626 460,393

Over

time

16,758 5,506 8,893 510 31,667

266,610 101,276 123,038 1,136 492,060

ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

(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 and net amounts deferred under AASB15

Revenue from Contracts with

Customers

such as significant financing components and potential customer returns.

(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 and expenses

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, such as cleaning, repairs and resizing, 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 the timing

and quantum of 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.

Direct and incremental sales staff bonuses associated with the sale of PCPs are capitalised in contract assets

and amortised in proportion to the PCP revenue recognised.

(iv)

Deferred interest revenue

Interest revenue is deferred on the in-house customer finance program when the sale of the good or service

occurs. 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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 61
(v) Right 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 W

arranty

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.

2021 2020

ASSETS AND LIABILITIES RELATED TO CONTRACTS WITH CUSTOMERS $000 $000

Right of return assets 58 108

Deferred PCP bonuses

1,087 1,673

Tot

al contract assets

1,145 1,781

Def

erred service revenue 76,581 73,856

Deferred interest revenue

- 2,918

Right of re

turn liabilities

148 250

Life

time Diamond Warranty

3,821 2,489

Total contract liabilities 80,550 79,513

REVENUE RECOGNISED IN RELATION TO CONTRACT LIABILITIES

The following table shows how much of the revenue recognised in the current reporting year relates to carried-

forward contract liabilities and how much relates to performance obligations that were satisfied or partially

satisfied in a prior year:

2021 2020

$000 $000

Revenue recognised that was included in the contract liability

balance at the beginning of the year 22,243 22,300

Impact on revenue recognised relating to performance

obligations satisfied in previous years (1,305) -

Revenue recognition patterns are regularly reassessed based on new and historical trends resulting in remeasurement

of revenue recognised in previous years.

2021 2020

A3 Other income

$000 $000

Net foreign exchange gain 2,367 2,382

Government grants 14,593 17,678

Other it

ems

1,009 514

17,969 20,574

The Group received grants in relation to COVID-19 wage subsidies in all three markets. These grants were

accounted for as income upon recognition of the corresponding employee benefit expense as satisfactory

prerequisites of the grant were met. Further information regarding wage subsidies is disclosed in note I2.

62 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
2021 2020

A4 Inventories

$000 $000

Raw materials 12,435 6,313

Finished goods

156,199 169,094

Packaging and other consumables 2,612 3,335

171,246 178,742

Finished goods are held at the lo

wer of cost or net realisable value (NRV). During the year, $2,327,000 (2020:

$5,608,000) was recognised as an expense for finished goods inventories carried at NRV. This is recognised in

cost of goods sold.

2021 2020

A5 Leases

$000 $000

RIGHT-OF-USE ASSETS

Right-of-use assets 179,524 162,380

Less: Accumulated depreciation (72,925) (37,654)

Less: Accumulated impairment

(717) (815)

105,882 123,911

Reconciliation of right-of-use assets

Opening carrying value 123,911 142,833

Additional right-of-use assets relating

to leases entered into during the year 13,311 21,702

Lease modifications agreed during the year 7,581 (126)

Depreciation expense (35,357) (37,876)

Reduction in right-of-use assets as a consequence

of COVID-19 on rent concessions (3,902) (2,033)

Impairment of right-of-use assets - (815)

Foreign currency translation 338 226

Closing carr

ying value 105,882 123,911

LEASE LIABILITIES

Current 34,304 42,164

Non-current 99,382 115,848

133,686 158,012

Reconciliation of

lease liabilities


Opening carrying value 158,012 166,322

Additional lease

liabilities entered into during the year

13,177 21,671

Lease

modifications agreed during the year

7,517 14

Net

reduction in future lease payments agreed as

a consequence of COVID-19 on rent concessions (3,902) (2,033)

Inter

est expense

6,653 7,628

Lease

repayments (47,650) (35,520)

For

eign currency translation

(121) (70)

Closing carrying v

alue

133,686 158,012

The incr

emental borrowing rate used in determining the lease liability ranged between 1.47% and 7.12% (2020:

1.85% and 6.95%). Expenses relating to short-term leases during the period of $6,444,000 (2020: $4,467,000)

were included in occupancy costs.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 63
ACCOUNTING POLICIES AND SIGNIFICANT JUDGEMENTS

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract

conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases

and leases of low-value assets which are recognised in the profit or loss. The Group recognises lease liabilities to

make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying

asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and

impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets

includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or

before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a

straight-line basis over the lease term.

On 28 May 2020, the IASB issued COVID-19-Related Rent Concessions - amendment to AASB16

Leases. The

amendments provide relief to lessees from applying AASB16

Leases guidance on lease modification accounting

for rent concessions arising as a direct consequence of the COVID-19 pandemic. As a practical expedient, a

lessee may elect not to assess whether a COVID-19 related rent concession from a lessor is a lease modification.

A lessee that makes this election accounts for any change in lease payments resulting from the COVID-19 related

rent concession the same way it would account for the change under AASB16

Leases, if the change were not a

lease modification. The Group has applied this practical expedient in the consolidated financial statements for all

COVID-19 impacted leases. Where the practical expedient has been applied, the Group has remeasured its lease

liabilities, using the remeasured consideration (e.g., reflecting the lease payment reduction or lease payment

deferral provided by the lessor), with a corresponding adjustment to the right-of-use asset.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in note I1(f).

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the

exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

Lease liabilities

At commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease

payments to be made over the lease term. The lease payments include fixed payments (including in-substance

fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a

rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the

exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties

for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease

payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to

produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the

lease commencement date because the interest rate implicit in the lease is not readily determinable. After

the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and

reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there

is a modification, a change in the lease term, a change in the lease payment (e.g., changes to future payments

resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment

of an option to purchase the underlying asset.

The Group has several lease contracts that include extension options. These options are negotiated by

Management to provide flexibility in managing the leased-asset portfolio and align with the Group’s business

needs. Management exercises significant judgement in determining whether these extension options are

reasonably certain to be exercised (refer to note I2).

Set out below are the undiscounted potential future rental payments relating to the period following the

exercise date of extension options that are not included in the lease term:


2021 2020

Within More than Within More than

five years five years Total five years five years Total

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

Extension options expected not to be exercised 277 55 332 455 60 515

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and

equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not

contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office

equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value

assets are expensed on a straight-line basis over the lease term.

64 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
B Cash management

2021 2020

B1 Cash and cash equivalents

$000 $000

Cash at bank and on hand 72,361 11,204


Reconciliation of profit after income tax to

2021 2020

net cash inflow from operating activities $000 $000

Profit for the year 45,328 3,059

Adjustment for:

D

epreciation of property, plant and equipment 11,746 15,484

Depr

eciation of right-of-use assets

35,357 37,876

Amortisation

of intangible assets

4,190 2,251

Impairment of

property, plant and equipment

1,883 6,473

Impairment of

other assets 3,513 1,579

Impairment of intangibles assets - 3

Non-cash

employee benefits expense - share-based payments

226 (25)

Make good interest (57) (228)

Net

loss on sale of non-current assets

448 442

Net

exchange differences

2,998 1,143

Change in operating as

sets and liabilities

(Increase)/decrease in trade and other receivables 13,163 1,490

(Increase)/decrease in inventories 7,663 (206)

(Increase

)/decrease in deferred tax assets

16,121 (1,430)

(Increase

)/decrease in other non-current assets

451 2,324

(Increase

)/decrease in other current assets

(1,192) 89

(Decr

ease)/increase in trade and other payables 6,635 12,987

(Decrease)/increase in current tax liabilities 2,896 8,509

(Decr

ease)/increase in provisions

(11,114) (6,121)

(Decrease)/increase in contract liabilities 3,197 (2,000)

Net

cash inflow from operating activities

143,452 83,699


2021 2020

B2 Borrowings

Non- Non-

Current current Total Current current Total

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

Bank loans - - - - 10,681 10,681

Total secured borrowings - - - - 10,681 10,681

On 24 Mar

ch 2021, the Group entered into a financing agreement with ANZ Banking Group and HSBC Australia

for an availability period of three years. The financial arrangement includes a $72 million multi-option borrowing

facility and ancillary working capital facilities in line with the business requirements of the Group. At balance date no

amounts were drawn on these facilities. Refer to note C3 for details of covenants relating to the financing facilities.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 65
B3 Dividends

Ordinary shares

No final dividend was declared for the year ended 28 June 2020 (2019: 1.5¢)

Interim dividend for the year ended 27 June 2021 of 1.5¢ (2020: 1.5¢) per

fully paid share paid on 26 March 2021 (2020: 29 January 2021)

The interim dividend for the year ended 28 June 2020 of $5,816,000, originally deferred to 30 September 2021

for payment, was paid on 29 January 2021.

Dividends not recognised at the end of the reporting period

Since year-end, the Directors have recommended a 3¢ per fully paid share

(2020: no final dividend declared) final dividend.

Franking and imputation credits

Franking credits available for subsequent reporting periods based on a tax

rate of 30.0% (2020: 30.0%)

Imputation credits (NZ$) available for subsequent reporting periods based

on New Zealand tax rate of 28.0% (2020: 28.0%)

The dividends paid during the current financial period and corresponding previous financial period were fully

imputed and not franked.

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

NZ4,736,175 (2020: no dividend declared). The amount of imputation credits is dependent on the NZD exchange

rate at the time of the dividend.


2021 2020

$000 $000


- 5,817


5,820 5,816

5,820 11,633



11,644 -

2,552 2,174

18,072 18,474

C Financial risk management

C1 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 unpredictability of

financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group

seeks to use derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge

certain risk exposures as required. 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.

66 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
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.

MARKET 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 is considered 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:

27 June 2021 28 June 2020

USD NZD CAD USD NZD CAD

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

Cash and cash equivalents 1,633 7 4 36 64 43

Trade receivables

839 - 8 500 - -

Trade

payables

(15,723) (36) (42) (7,539) - (2)

For

ward exchange contracts:

Buy foreign currency

7,780 - - - - -

Sell foreign currency - (5,000) (5,000) - - -

Net foreign currency exposure

(5,471) (5,029) (5,030) (7,003) 64 41

Sensitivity

The following table summarises the sensitivity of the Group's financial assets and financial liabilities to foreign

currency risk. The foreign exchange sensitivities are based on the Group's exposure existing at balance date.

Sensitivity figures are pre-tax.

Impact on pre-tax profit Impact on other

components of equity

2021 2020 2021 2020

$000 $000 $000 $000

Foreign exchange rate sensitivities

AUD increases 10% 1,574 831 - -

AUD decreases 10% (1,924) (1,016) - -

Notes to the financial statements cont.

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 and

sensitivity analysis

Sensitivity analysis

Ageing 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

C1 Financial risk management cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 67
INTEREST RATE RISK

The Group had no borrowings and a cash surplus at the end of the reporting period. The interest rate for cash

balances is currently close to nil so the Group is not exposed to any interest rate downside risk. The current

variable rate borrowings are detailed below:

2021 2020

% of total % of total

$000 loans $000 loans

Variable rate borrowings - n/a 10,681 100.0%

Instruments used by the Group

Historically, interest rate swaps are used to manage the Group's interest rate exposure. At 27 June 2021, the Group

had no borrowings and there were no swaps in place (2020: 46.8% of the variable rate principal outstanding). The

details of the variable rate borrowings and interest rate swap contracts outstanding are outlined below.

27 June 2021 28 June 2020

Weighted Balance Weighted Balance

average average

interest rate interest rate

% $000 % $000

Bank overdrafts and bank loans n/a - 1.88% 10,681

Interest rate swaps (notional principal amount)

n/a - 4.63% 5,000

Net

exposure to cash flow interest rate risk

- 5,681

Sensitivit

y^

As the Group has a cash surplus with no borrowings, profit or loss is sensitive to higher/lower interest revenue from

cash and cash equivalents as a result of changes in interest rates. All other non-derivative and non-lease financial

liabilities have a contractual maturity of less than six months.

Impact on post-tax profit Impact on other

components of equity

2021 2020 2021 2020

$000 $000 $000 $000

Interest rates - increase by 100 basis points 724 (107) - (15)

Interest rates - decrease by 100 basis points* - 107 - (36)

* Deposit rates are close to nil. Negative interest rates have not been modelled due to the low probability of this

occurring within the geographical segments in which the Group trades.

^ Sensitivity for prior year is based on the Group being in a borrowing position. Cash balances in prior year were

not considered material for sensitivity analysis purposes.

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.

At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure

on financial instruments. Other than the loss allowance recognised in trade and other receivables in note F3, no

financial assets were impaired or past due. The maximum exposure to credit risk at the end of the reporting year

is the carrying amount of each class of financial assets disclosed in note F3.

68 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
C1 Financial risk management cont.

LIQUIDITY RISK

The Group maintains prudent liquidity risk management with sufficient cash and the availability of funding through

an adequate amount of committed credit facilities.

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.

The Group had access to the following undrawn borrowing facilities at the end of the reporting year:

2021 2020



$000 $000

Floating rate

Expiring beyond one year (bank overdrafts) 1,932 1,935

Expiring beyond one year (bank loans) 70,000 46,248

71,932 48,183

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-derivativ

e 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 27 June 2021

Non-derivatives

Lease liabilities

19,831 18,300 30,378 51,179 34,661 154,349

Trade payables 73,961 - - - - 73,961

Borrowings - - - - - -

Total non-derivatives 93,792 18,300 30,378 51,179 34,661 228,310

Derivatives

Gross settled (FECs)

232 - - - - 232

Net settled (interest rate swaps) - - - - - -

232 - - - - 232

At 28 June 2020

Non-derivatives

Lease liabilities

10,065 1,168 9,954 59,411 77,414 158,012

Trade payables 64,964 - - - - 64,964

Borrowings - - 10,681 - - 10,681

Tot

al non-derivatives

75,029 1,168 20,635 59,411 77,414 233,657

Derivativ

es

Gross settled (FECs)

69 - - - - 69

Net se

ttled (interest rate swaps)

34 - - - - 34

103 - - - - 103

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 69
C2 Derivative financial instruments

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.

ACCOUNTING POLICY

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 v

alue 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 exposur

e 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 r

elationship’ between the hedged

item and the hedging instrument.


The effect of cr

edit 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 r

esulting 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

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.

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 points) 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.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 69

70 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
C2 Derivative financial instruments

cont.

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 reclassifica-

tion adjustment. After discontinuation, 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.

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.

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.

Hedging reserves

The Group’s hedging reserves are disclosed in the

statement of changes in equity.

A loss of $34,000 (2020: $434,000 loss) was reclassified

from the cash flow hedge reserve to profit or loss during

the year.

Amounts recognised in profit or loss

In addition to the amounts disclosed in the reconciliation

of hedging reserves above, the following amounts were

recognised in profit or loss in relation to derivatives:

2021 2020

$000 $000

Net foreign exchange gain/(loss)

included in other gains/(losses)

232 169

Hedge ineff

ectiveness

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 recognised ineffectiveness during 2021 or

2020 in relation to the interest rate swaps.

C3 Capital management

The Group's objectives when managing capital are to:


safeguard its abilit

y to continue as a going concern, so

that it 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 banks quarterly on

a pre-AASB16

Leases basis. The principal covenants

relating to capital management are the EBIT fixed cover

charge ratio, consolidated debt to EBITDA, consolidated

debt to capitalisation, and consolidated debt to inventory.

There have been no breaches of these covenants and

the Group continues to collaborate with the external

financing partners as required.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 71
D Reward and recognition


2021 2020

D1 Employee benefits

$000 $000

Employee wages 133,147 131,548

Employee wages on-costs and post-retirement benefits

14,246 14,796

Employee share-based payments expense 226 138

147,619 146,482

2021 2020

D2 Key management personnel

$ $

Short-term employee benefits 2,814,438 1,997,383

Long-term benefits 29,892 20,632

Post-employment benefits 73,558 76,443

Share-based payments

86,798 27,740

3,004,686 2,122,198

D3 Share-based payments

OPTIONS

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 expire ten years after granted, vest over five

years 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.

Set out below are summaries of options granted under the plan:

2021 2021 2020 2020

average average

exer

cise price

Number of exer

cise price

Number of

per option $ options per option $ options

As at 29 June 2020 NZD options 1.56 1,100,000 1.58 1,900,000

Expired during the year

0.88 (100,000) 0.9

4

(100,000)

For

feited during the year - - 1.70 (700,000)

As at 27 June 2021 NZD options

1.63 1,000,000 1.56 1,100,000

As at 29 June 2020 AUD options 1.56 300,000 1.56 600,000

Expired during the year - - - -

Forfeited during the year

- - 1.5

6

(300,000)

As

at 27 June 2021 AUD options

1.56 300,000 1.56 300,000


MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 71

72 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
D3 Share-based payments cont.

Options outstanding at the end of the year have the following expiry dates and exercise prices:

Grant date Expiry date Exercise price 2021 2020

17 September 2010 30 September 2020 nz$0.88 - 100,000

16 November 2011 30 September 2021

nz$1.16 100,000 100,000

19 September 2012 30 September 2022

nz$1.41 100,000 100,000

18 September 2013 30 September 2023

nz$1.82 100,000 100,000

29 November 2013 30 September 2023

nz$1.82 500,000 500,000

10 November 2014 30 September 2024

nz$1.63 100,000 100,000

5 October 2017 30 September 2027

au$1.44 100,000 100,000

22 September 2016 30 September 2026

au$2.12 100,000 100,000

22 January 2016 30 September 2025

nz$1.14 100,000 100,000

22 September 2018 30 September 2028

au$1.11 100,000 100,000

1,300,000 1,400,000

The weighted average remaining contractual life of share options outstanding at the end of the period was 3.2 years

(2020: 3.9 years).

The exercise price will be converted to Australian dollars using the Reserve Bank of Australia exchange rate

on the day the option is exercised.

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 65% of their

target opportunity. The performance metric uses is Total Shareholder Return (TSR) compound annual growth rate

(CAGR) over three years.

Subject to remaining an employee of the Group for a period of three years and satisfaction of TSR target

metric, share rights will vest in accordance with the sliding vesting schedule:


no share rights vest if T

SR is equal to or less than 15% CAGR


5% share rights vest for each 1% increase in CAGR performance between 15% CAGR to 35% CAGR

• 100% share rights vest if TSR is equal to or above 35% CAGR

During the year, the Board agreed to grant 4,189,622 share rights to eligible participants of the deferred

compensation plan, subject to continual employment for a period three years and an absolute Total Shareholder

Return condition for vesting in three years.

2021 2021 2020 2020

average average

fair value per Number of fair value per Number of

share right $ share rights share right $ share rights

Outstanding at 29 June 2020 0.81 788,798 0.54 521,609

Granted 0.15 4,189,622 0.57 286,294

Ex

ercised 0.72 (373,044) 1.66 (19,105)

Forfeited 1.41 (27,858) - -

Outstanding

at 27 June 2021

0.20 4,577,518 0.81 788,798

The number of share rights in each tr

anche is based on the prescribed dollar value for each tranche divided by

the volume weighted average share price ('VWAP') of Michael Hill International Limited shares over ten trading

days following the Michael Hill International shares trading subsequent to the final quarterly trade announcement.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 73
Share rights issued during the current financial year used the Monte Carlo model to determine the fair value of share

rights using the following inputs:

2021 2020

Number of rights 3,878,533 286,294

Share price

$0.39 $0.6

8

Annualised volatility

45% 40%

Expected dividend yield 10.0% 6.5%

Risk fr

ee rate 0.27% 0.75%

Fair value of share rights $0.13 $0.57

Further to the share rights issued above, there were an additional 311,089 share rights issued on 6 October 2020 with

a fair value of $0.35 per right.

2021 2020


$000 $000

Expenses arising from share-based payment transactions 226 166

ACCOUNTING POLICY

Options

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, market performance conditions, 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.

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 an

y 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).

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 using the

Monte Carlo method and is recognised over the period

during which the employees become unconditionally

entitled to the rights.

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.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 73

74 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
2021 2020

E Related parties

$ $

Related party transactions:

Services rendered for graphic design of the annual report

by a related party of board members

13,559 13,945

All transactions with related parties were in the normal course of business and on normal terms and conditions.

F Other information

NOTES 2021 2020

F1 Expenses

$000 $000

Depreciation and amortisation

Depreciation on property, plant and equipment F5 11,746 15,484

Depreciation on right-of-use asset A5 35,357 37,876

To

tal depreciation

47,103 53,360

Amortisation

on software

F6 4,190 2,251

To

tal amortisation

4,190 2,251

To

tal depreciation and amortisation 51,293 55,611

Finance costs

Interest on lease liabilities

A5 6,653 7,628

Bank and

interest charges

999 2,198

Inter

est on make good provision (57) (228)

7,595 9,598

F2 Earnings per share


2021 2020

Reconciliation of earnings used in calculating


$000 $000

earnings per share

Basic earnings per share

Profit attributable to the ordinary equity holders of the Company

used in calculating basic earnings per share 45,328 3,059

Diluted earnings per share

Profit from continuing operations attributable

to the ordinary equity holders of the Company 45,328 3,059

2021 2020

Weighted average number of shares


Number Number

used as the denominator

Weighted average number of ordinary shares used as

the denominator in calculating basic earnings per share 387,924,289 387,766,481

Adjustments for calculation of diluted earnings per share:

Share rights

1,771,137 574,013

Weighted average number of ordinary and potential ordinary shares

used as the denominator in calculating diluted earnings per share 389,695,426 388,340,494


Options and shar

e 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. All options outstanding at financial year end were considered to

be non-dilutive. The options and share rights have not been included in the determination of basic earnings per

share. Details are set out in note D3.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 75
F3 Trade and other receivables

2021 2020

Current Non-current Total Current Non-current To t a l

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

Trade receivables 6,555 - 6,555 3,432 - 3,432

Provision for expected credit loss (373) - (373) (340) - (340)

6,182 - 6,182 3,092 - 3,092

Canadian in-house customer finance - - - 14,576 11,021 25,597

Provision for expected credit loss - - - (1,143) (294) (1,437)

- - - 13,433 10,727 24,160

Sundry deb

tors 2,170 - 2,170 8,481 - 8,481

8,352 - 8,352 25,006 10,727 35,733

Trade r

eceivables

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

are generally on 0-30 day terms.

Canadian in-house customer finance

The terms available to customers range from an interest-bearing revolving line of credit through to interest free

terms of between six and 40 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 expected credit losses (ECL).

The Canadian in-house customer finance loan book was determined to be an asset held for sale as at

27

June 2021, refer to note F4.

Sundry debtors

Sundry debtors relates to supplier credits, security deposits and other sundry receivables. Based on the credit history

of these debtors, it is expected that these amounts will be received when due and no impairment is recognised.

Effective interest rates

All receivables are non-interest bearing except for a small portion of in-house customer finance receivables.

In-house customer finance receivables are recognised net of significant financing components determined in

accordance with AASB15

Revenue from Contracts with Customers.

ECL and risk exposure

An ECL analysis is performed at each reporting date. The maximum exposure to credit risk is the carrying value of

in-house customer finance program and trade receivables. The Group does not hold collateral as security. The Group

evaluates the concentration of risk with respect to these receivables as low. For further details refer to note C1.

2021 2020

Ageing of trade receivables $000 $000

Current 5,961 3,027

< 30 days past due

298 199

30 - 60 days past due 77 (2)

60+ days past due 219 208

6,555 3,432

Movements in the provision for ECL of


2021 2020

trade receivables are as follows: $000 $000

Opening balance 340 409

Net amounts written back/(written off) 17 (193)

Additional pr

ovisions recognised

16 125

Ex

change differences - (1)

Closing balance 373 340

76 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
F4 Assets held for sale and directly associated liabilities

2021

$000

Canadian in-house customer finance debtors 14,397

Total assets held for sale 14,397

Deferred interest revenue 1,607

Total liabilities directly associated with assets held for sale

1,607

During the period,

the Group conducted a strategic review of the Canadian in-house customer credit book. At

reporting date, as the sale is considered probable and expected to be completed within a year from reporting

date, it is presented as held for sale.

Receivables relating to the credit book and associated liabilities were classified as assets held for sale,

alongside the corresponding liability, deferred interest revenue. The carrying value of the credit book was written

down to Management's best estimate of net proceeds of the sale and estimated costs of disposal. This resulted

in an expense of $2,986,000 in the period being recognised as Impairment of other assets. This estimate is based

on significant unobservable inputs (Level 3 under AASB13

Fair Value Measurement Hierarchy) which includes

assumptions in relation to the terms of the eventual sale which may differ from this estimate.

The loss recognised on this asset is included in the Canada Segment in note A1.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 77
F5 Property, plant and equipment

Plant and Fixtures and Motor Leasehold Display Total

equipment fittings vehicles improvements materials

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

At 1 July 2019

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

Accumulated

depreciation

and impairment (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

Year

ended 28 June 2020


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

Adjustment for change in

accounting policy

- - - (2,653) - (2,

653)

Exchange difference

(48) (52) - (265) 19 (3

46)

Additions

1,852 1,819 - 3,133 1,065 7,869

Disposals (190) (119) (38) (240) (131) (7

18)

Transfers

90 253 - (346) - (3)

Depreciation charge (3,617) (3,373) (35) (6,540) (1,919) (15,484)

Impairment loss

(738) (404) - (2,016) (3,315) (6,

473)

Closing net book amount

8,255 8,106 16 26,885 2,143 45,405

At

28 June 2020


Cost 32,831 34,431 47 78,164 15,197 160,670

Accumulated

depreciation

and impairment (24,576) (26,325) (31) (51,279) (13,054) (1

15,265)

Net book amount

8,255 8,106 16 26,885 2,143 45,405

Year

ended 27 June 2021

Opening net book amount 8,255 8,106 16 26,885 2,143 45,405

Ex

change difference

(52) 9 (1) 47 43 46

Additions 2,109 792 - 3,279 250 6,430

Disposals (413) (38) (12) (1,092) (244) (1,

799)

Depreciation charge

(2,938) (2,604) (3) (5,329) (872) (1

1,746)

Impairment loss

(349) (126) (0) (1,357) (51) (1,883)

Closing net book amount

6,612 6,139 - 22,433 1,269 36,453

At

27 June 2021


Cost 33,906 34,291 - 78,996 2,184 149,377

Accumulated

depreciation

and impairment

(27,294) (28,152) - (56,563) (915) (1

12,924)

Net book amount

6,612 6,139 - 22,433 1,269 36,453

Impairment los

s

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 be redeployed throughout the Group are not impaired.

Impairment indicators were identified due to the impact of COVID-19 which resulted in temporary store

closures and reduction in sales, as disclosed in note I2. The Group treats each store as a separate cash-generating

unit for impairment testing of property, plant and equipment and right of use assets.

The pre-tax discount rates used in determining the recoverable amount ranged between 8.2% and 13.4%,

depending on the geographical segment of the assets.

78 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
F5 Property, plant and equipment cont.

Depreciation methods and useful lives

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

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 4 - 7 years


Motor v

ehicles

3 - 5 years

• Fixtures and fittings 6 - 10 years

• Leasehold improvements 6 - 10 years

• Display materials 6 - 10 years

F6 Intangible assets


Patents, Computer Total

trademarks and software

other rights

At 1 July 2019 $000 $000 $000

Cost 79 30,852 30,931

Accumulated depreciation and impairment - (15,492) (15,492)

Net book amount

79 15,360 15,439

Year

ended 28 June 2020

Opening net book amount 79 15,360 15,439

Additions

- 11,241 11,241

Disposals - 3 3

Impairment charge - (3) (3)

Amortisation charge - (2,251) (2,251)

Closing net book amount 79 24,350 24,429

At 28 June 2020

Cost 79 39,383 39,462

Accumulated amortisation - (15,033) (15,033)

Net book amount 79 24,350 24,429

Year ended 27 June 2021

Opening net

book amount

79 24,350 24,429

Additions - 12,597 12,597

Disposals - 9 9

Impairment charge

- - -

Amortisation charge - (4,190) (4,190)

Closing net book amount 79 32,766 32,845

At 27 June 2021


Cost 79 51,945 52,024

Accumulated

depreciation and impairment

- (19,179) (1

9,179)

Net book amount 79 32,766 32,845

The Group is curr

ently assessing the impact of the IFRIC agenda decision - Configuration or Customisation Costs

in a Cloud Computing Arrangement, refer further detail note I1(r).

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 79
2021 2020

F7 Trade and other payables

$000 $000

Trade payables 44,499 28,982

Annual leave liability

9,390 7,758

Accrued expenses 3,453 1,131

Other payables

16,619 26,601

73,961 64,472

2021 2020

F8 Provisions

Current Non-current Total Current Non-current To t a l

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

Employee benefits 13,074 1,732 14,806 20,599 1,776 22,375

Assurance-type warranties 1,082 280 1,362 1,125 280 1,405

Make good provision

306 5,401 5,707 260 6,563 6,823

Restructuring

costs

152 - 152 2,325 - 2,325

Diamond warranty 240 - 240 360 - 360

14,854 7,413 22,267 24,669 8,619 33,288

Employee Assurance Make good Restructuring Diamond Total

benefits -type provision costs warranty


warranties

Movements in provisions $000 $000 $000 $000 $000 $000

Opening carrying amount 22,375 1,405 6,823 2,325 360 33,288

Changes in provisions recognised 719 (41) (848) - - (170)

Amounts incurred and charged (8,284) - (246) (2,145) (120) (10,795)

Exchange differences (4) (2) (22) (28) - (56)

Closing carrying amount 14,806 1,362 5,707 152 240 22,267

ACCOUNTING POLICIES 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. 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.

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 staffing exit costs from business structure changes. Restructuring

provisions are recognised only when the Group has a constructive obligation, which is when:


there is a det

ailed formal plan that identifies the business or part of the business concerned, the location and

number of employees affected, the detailed estimate of the associated costs, and the timeline; and


the employees af

fected have been notified of the plan’s main features.

80 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
F9 Ta x


2021 2020

$000 $000

INCOME TAX EXPENSE

Current tax

Current tax on profits for the year 5,481 2,488

Unrecognised

tax losses utilised during the year

- -

Adjustments f

or current tax of prior periods 40 650

For

eign income tax offsets not recognised

- -

To

tal current tax expense 5,521 3,138

Deferred income tax

(Increase)/decrease in deferred tax assets

14,002 (957)

Adjustments for deferred tax of prior periods

(44) (755)

To

tal deferred tax expense/(benefit)

13,958 (1,712)

Income t

ax expense

19,479 1,426


NUMERICAL RECONCILIATION OF INCOME TAX

EXPENSE TO PRIMA FACIE TAX PAYABLE

Profit before income tax expense 64,807 4,486

Tax at the Australian tax rate of 30.0% (2020: 30.0%) 19,442 1,346

Tax effect of amounts which are not deductible

(taxable) in calculating taxable income:

Non-deductible expenditure 145 279

Sundry items (13) (211)

19,574 1,414

Differ

ence in overseas tax rates

(64) 208

Adjustments f

or current tax of prior periods

40 650

Adjustments f

or deferred tax of prior periods (44) (755)

Utilisation of tax losses not recognised (27) (91)

Income tax

expense

19,479 1,426

TAX LOSSES

Unused United States tax losses for which

no deferred tax asset has been recognised 32,369 35,745

Po

tential tax benefit @ 25.0%

8,092 8,936

Unused Ne

w Zealand tax losses for which

no deferred tax asset has been recognised 2,639 2,651

Po

tential tax benefit @ 28.0%

739 742

The unused tax los

ses 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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 81
2021 2020

DEFERRED TAX BALANCES $000 $000

The balance comprises temporary differences attributable to:

Expected credit loss provision 377 485

Fixed

assets and intangibles 8,536 8,190

Intangible assets from intellectual property transfer 19,705 22,723

Def

erred expenditure (310) (478)

Prepayments (7) (19)

Deferred service revenue 1,379 235

Unearned income

- -

Right-of-use assets (31,798) (37,091)

Lease

liabilities

40,064 44,578

Provisions 20,190 20,757

Unrealised foreign exchange losses 885 (317)

Sundry items (780) (511)

Inventories 2,344 15,916

Net deferred tax assets 60,585 74,468

Expected settlement:

Deferred tax assets expected to be recovered

within 12 months 26,612 39,585

Deferred tax assets expected to be recovered

after more than 12 months 33,973 34,883

60,585 74,468

Movements:

Opening balance at 29 June 2020 74,468 67,708

Credited/(charged) to the income statement (14,003) 957

Adjustment on adoption of AASB16 - 5,375

Prior year adjustment 44 755

For

eign exchange differences

76 (327)

Closing balance

at 27 June 2021 60,585 74,468

F10 Auditors' remuneration

During the year the following fees were paid or payable for services provided by the auditor of the parent entity,

Michael Hill International Limited, its related practices and non-related audit firms:

2021 2020

Ernst & Young (Australia) $ $

Fees for auditing the statutory financial report of

the Company and its subsidiaries 554,541 535,506

Fees f

or other services – employment advisory 3,682 10,050

Total remuneration paid to Ernst & Young (Australia) 558,223 545,556

82 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
F11 Contributed equity

2021 2020 2021 2020


Shares Shares $000 $000

SHARE CAPITAL

Ordinary shares - fully paid 388,142,149 387,769,105 11,285 11,016

Total share capital

388,142,149 387,769,105 11,285 11,016

Movements in ordinary shares: No. of shares $000

Opening balance at 1 July 2019 387,750,000 10,984

Rights converted

19,105 32

Balance at 28 June 2020 387,769,105 11,016

Rights con

verted

373,044 269

Balance at

27 June 2021

388,142,149 11,285

Ordinar

y 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 on a poll each share is entitled to one vote.

Options


Information relating t

o 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 D3.

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 D3.

F12 Reserves

NATURE AND PURPOSES 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 I1(i). 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 D3 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 I1(c) and accumulated in a separate reserve within equity. The cumulative amount is

reclassified to profit or loss when the net investment is disposed of.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 83
G Group structure

G1 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 I1(b):

Country of Ownership interest

Incorporation held by the group

2021 2020

% %

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 Pt

y Limited

Australia 100 100

Michael Hill Franchise Ser

vices 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 Limit

ed

Australia 100 100

Emma & Roe Pty Limited Australia 100 100

Medley Jew

ellery Pty Limited Australia 100 100

Durante Holdings Pty Limited Australia 100 100

Michael Hill New Zealand 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) Pty Limited Canada 100 100

Michael Hill LLC United Stat

es

100 100

G2 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,

Michael Hill Franchise Holdings Ltd, Michael Hill Finance (NZ) Ltd, Michael Hill Online Pty Ltd, Michael Hill Charms

Pty Ltd, Emma & Roe Pty Ltd, Medley Jewellery 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.

84 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
G2 Deed of cross guarantee cont.

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 27 June 2021 of the closed

group consisting of Michael Hill International Limited and the entities noted above.


2021 2020

Consolidated statement of profit or loss $000 $000

Revenue from sales of goods and services 431,904 370,986

Sales to Group companies not in Closed Group 47,254 30,941

Other

income 15,212 15,703

Cost of

goods sold (206,747) (175,412)

Employee benefits expense (123,295) (117,063)

Occupancy costs (10,758) (9,193)

Marketing expenses (20,569) (20,684)

Selling expenses

(14,480) (15,223)

Depreciation and amortisation expense (38,239) (40,988)

Los

s in disposal of property, plant and equipment

(384) (454)

Other expenses (9,949) (17,588)

Finance costs (5,363) (6,949)

Profit before income tax 64,586 14,076

Income tax expense

(14,255) (3,801)

Profit for the year 50,331 10,275

Other comprehensive income

Items that may be reclassified to profit or loss

Exchange differences on translation of foreign operations

104 (23,808)

Other comprehensive income for the period, net of tax 104 (23,808)

Total comprehensive income for the year 50,435 (13,533)

Statement of changes in equity

Equity at the beginning of the financial year

426,106 474,874

Change in

accounting policy - adoption of AASB16

- (23,574)

Total comprehensive income/(loss)

50,435 (13,533)

Share

rights through share-based payments reserve

9 -

Option expense through share based payments reserve - (28)

Dividends paid

(5,820) (11,633)

To

tal equity at the end of the financial year

470,730 426,106

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 85
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Set out below is a consolidated statement of financial position as at 27 June 2021 of the Closed Group consisting

of Michael Hill International Limited and the entities noted above.


2021 2020

$000 $000

Current assets

Cash and cash equivalents 17,190 6,915

Tr

ade receivables 7,822 8,953

Inventories 133,096 144,719

Current

tax receivables 580 -

Loans to related parties 279,769 231,628

Other current assets 3,455 1,980

Total current assets 441,912 394,195

Non-current assets

Property, plant and equipment 21,219 26,004

Right-of-use assets 71,900 81,372

Investments in subsidiaries 87,834 87,834

Other

non-current assets

1,117 1,465

Intangible assets

32,844 24,419

Deferred tax assets 53,489 64,952

Total non-current assets 268,403 286,046

Total assets 710,315 680,241

Current liabilities

Trade and other payables

64,922 56,575

Lease

liabilities

23,921 23,732

Current tax liabilities - 8,260

Deferred revenue 18,925 17,456

Provisions 15,172 24,505

Total current liabilities 122,940 130,528

Non-current liabilities

Lease liabilities

65,176 73,776

Deferred revenue 44,336 41,492

Pro

visions

7,133 8,339

Total non-current liabilities

116,645 123,607

Total liabilities 239,585 254,135

Net assets 470,730 426,106

Equity

Contributed equity 310,275 310,006

Reserves

(24,789) (24,633)

Retained profits 185,244 140,733

Net assets 470,730 426,106

86 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
G3 Parent entity financial information

SUMMARY FINANCIAL INFORMATION

The individual financial statements for Michael Hill International Limited (the Parent) show the following

aggregate amounts.


2021 2020

Statement of Financial Position $000 $000

Current assets 344 1,495

Non-current assets

452,206 464,727

Total assets

452,549 466,222

Current liabilities

521 6,153

To

tal liabilities 521 6,153

Net

assets

452,028 460,069

Issued capital 291,445 291,158

Reserves

41,544 41,604

Retained earnings 119,039 127,307

Total equity

452,028 460,069


2021 2020

Statement of Profit or Loss and Other Comprehensive Income $000 $000

Profit or loss for the year (8,268) 92,647

Total comprehensive income

(8,268) 92,647

GUARANTEES ENTERED INTO BY THE PARENT ENTITY

The Parent has issued the following guarantees in relation to the debts of its subsidiaries:

(i) 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.

(ii)

The s

ubsidiaries 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, Medley Jewellery Pty Ltd, Michael Hill Online Holdings

Ltd and Emma & Roe NZ Ltd.

CONTINGENT LIABILITIES OF THE PARENT ENTITY

The Parent entity had no material contingent liabilities as at balance date.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 87
H Unrecognised items

H1 Contingencies and commitments

CONTINGENT LIABILITIES

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.

The Group had no material contingent liabilities as at balance date.

CONTINGENT ASSETS

The Group has no material contingent assets existing as at balance date.

COMMITMENTS

The following sets out the various lease contracts that the Group has entered into and have yet to commence as

at 27 June 2021.

Within One to Greater than Total

one year five years five years

$000 $000

$000 $000

Future lease payments for these

non-cancellable lease contracts

3,111 11,745 9,539 24,395

H2 Events occurring after the end of the reporting period

The Group continues to operate in an environment of regional lockdowns due to the COVID-19 pandemic. Subsequent

to reporting date, a number of regions in which the Australian and New Zealand businesses operate experienced

periods of lockdown. This impacted the ability of the stores within those regions to remain open and trade.

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.

88 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
I Summary of accounting policies and

significant estimates and judgements

I1 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 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.

For reporting purposes, the Group adopts a weekly

'retail calendar' closing each Sunday. The current 52

week reporting period ended on 27 June 2021.

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

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.

Investments in subsidiaries are accounted for at

cost in the individual financial statements of Michael

Hill International Limited.

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.

(c) FOREIGN CURRENCY TRANSLATION

Functional currency translation

Items included in the financial statements of each of

the Group 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.

Transactions and balances

Foreign currency transactions are translated into the

functional currency using the exchange rates prevailing

at the dates of the transactions. Net 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 as other income

or other expenses, 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.

Group companies

The results and financial position of all the Group

entities (none of which have the currency of a hyper-

inflationary 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 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 ex

change 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.

(d) 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 interpretation. 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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 89
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 and liabilities are classified as

non-current assets and liabilities.

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 where

there is a legally enforceable right to offset current

tax assets and liabilities and where 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.

(e) 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 pur

chase 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 pa

yables 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.

(f) 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.

Where the recoverable amount exceeds the carrying

amount of an asset, an impairment loss is recognised.

Right-of-use assets are also incorporated into the

calculation. 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.

(g) 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.

(h) 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 based on

recoverability at a product level and write-down as

appropriate.

90 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
I1 Summary of significant accounting

policies cont.

(i) FINANCIAL INSTRUMENTS - INITIAL RECOGNITION

AND SUBSEQUENT MEASUREMENT

(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, 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 are

measured at the transaction price determined under

AASB15 Revenue from Contracts with Customers. Refer

to the accounting policies in note A2.

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 amor

tised cost (debt instruments)


Financial assets at f

air 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 busines

s model

with the objective to hold financial assets in order to

collect contractual cash flows; and


The contractual terms of the financial as

set 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


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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 91
Impairment of financial assets

Further disclosures relating to impairment of financial

assets are also provided in note F3.

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.

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 AASB9

Financial

Instruments

. 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

AASB9

Financial Instruments 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.

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-bearing

loans and borrowings. For more information, refer to

note B2.

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.

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.

(j) PROPERTY PLANT AND EQUIPMENT

All property, plant and equipment is stated at historical

cost less depreciation and impairment. 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.

92 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021
I1 Summary of significant accounting

policies cont.

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 (Note F5).

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 I1(f)).

Gains and losses on disposals are determined by

comparing proceeds with carrying amount. These are

included in profit or loss.

(k) 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 t

o 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 attribut

able 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).

(l) 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.

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.

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.

(m) EMPLOYEE ENTITLEMENTS

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.

Other long-term employee benefit 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.

Notes to the financial statements cont.

MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021 93
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.

Retirement benefit obligations

The Group provides retirement benefits to employees

through a defined contribution superannuation fund.

Contributions are recognised as expenses as they

become payable.

(n) 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.

(o) 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.

(p) EARNINGS PER SHARE

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 weight

ed 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 (note F2).

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 a

verage number of additional ordinary

shares that would have been outstanding assuming

the conversion of all dilutive potential ordinary

shares (note F2).

(q) 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.

(r) CHANGES IN ACCOUNTING POLICIES & DISCLOSURES

IFRIC agenda decision – Configuration or

Customisation Costs in a Cloud Computing

Arrangement

In April 2021, the IFRS Interpretations Committee (IFRIC)

published an agenda decision for configuration and

customisation costs incurred related to implementing

Software as a Service (SaaS) arrangements. The

Group is currently assessing the impact of the agenda

decision on its current accounting policy, which may

result in previously capitalised costs needing to be

recognised as an expense.

The process to quantify the impact of the decision

is ongoing. A project team has been appointed and a

timeline has been determined. The project is ongoing

due to the effort required in obtaining the underlying

information from historical records covering multiple

projects and assessing the nature of each of the costs.

At the date of this report, the impact of the IFRIC

agenda decision on the Group is not reasonably estimable.

IFRIC agenda decision – Net Realisable Values

of Inventory

In June 2021, IFRIC published an agenda decision in

relation to the accounting treatment when determining

net realisable value (NRV) of inventories, in particular

what costs are necessary to sell inventories under IAS2

Inventories . The Group is currently assessing the impact

the agenda decision will have on its current accounting

policy and whether an adjustment to inventory may

be necessary. Accordingly, a reliable estimate of the

impact of the IFRIC agenda decision on the Group

cannot be made at the date of this report, however

based on preliminary analysis performed, the Group

isn’t expecting a material impact from the adoption

of the IFRIC agenda decision. The Group expects

to complete the implementation of the above IFRIC

agenda decision as part of its half-yearly reporting.

Several other amendments and interpretations

apply for the first time in 2021, 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.

I2 Significant estimates and
judgements

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 incorporated within the relevant note.

The significant accounting judgements relate to the

accounting for COVID-19 related lease concessions

(note A5) and assets held for sale (note F4) and the

significant accounting estimates were in relation to the

pattern of PCP revenue recognition (note A2), employee

remediation (note F8) and the valuation of the assets held

for sale (note F4).

Impact of COVID-19

The uncertainty surrounding the trading environment

for the Group has impacted Management's approach to

forecasting, modelling cash flows and other accounting

estimates.

The Group continues to monitor the situation

throughout the geographies in which it operates.

Uncertainty remains as to the future impact of COVID-19

and the ability to operate bricks-and-mortar stores during

this period. The Group continues to adhere to local and

national government guidance in relation to any future

impacts which would temporarily close stores.

During the period, the Group received financial

support and assistance from its suppliers, landlords, and

local governments. A number of landlords and suppliers

provided extended payment terms. These agreements

have concluded with no material amounts outstanding.

Additionally, landlords have provided support in the

form of rental abatements. These amounts have been

disclosed in note A5. Government grants were received

during the period and further information can be found

in note A3.

Notes to the financial statements cont.

94 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 2021

95
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 27 June 2021, are in accordance with

the Corporations Act 2001, including:

(i) com

plying 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 27 June 2021 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

Group identified in note G1 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 G2.

Note I1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued

by the International Accounting Standards Board.

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.

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.

R. I. Fyfe, Chair

Brisbane, 20 August 2021

96
Independent auditor’s report

to the members of Michael Hill International Limited

Report on the audit of the financial report

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 27 June 2021, the consolidated statement of profit or loss and other

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 27 June 2021 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 (including Independence Standards) (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.

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

Why significant
The existence of inventories is a key audit matter due to the size of the

recorded asset (27 June 2021: $171,246,000) which represents 34%

(2020: 36%) of the Group’s total assets, the nature of the inventory

and the geographic spread of locations where items are held.

Inventories are primarily kept in the Group’s 285 retail stores

located in Australia, New Zealand and Canada, and the distribution

and manufacturing centres. Inventories comprise a large number of

physically small but high value items which are subject to misappro

-

priation and other loss.

As a r

esult, we considered the evidencing of the existence of the

Group’s inventory at 27 June 2021 to be a key audit matter.

The Group accounts for inventories in accordance with the policy

disclosed in Note I1(h) and further disclosure is included in Note A4

of the financial report.

How our audit addressed the key audit matter

Our audit procedures included the following:

• Testing the effectiveness of key controls relevant to the conduct

of physical stocktakes, the review and investigation of stocktake

variances, and the approval of adjustments made to stock quantities.

• In performing our testing, we attended 12 stocktakes conducted at

retail stores across Australia, New Zealand and Canada, of which

two were conducted virtually due to COVID-19 restrictions.


In addition to the retail stores, we attended the stocktakes completed

at the distribution and manufacturing centres in June 2021.

• At these stocktakes at the retail stores, distribution and manufacturing

centres, we observed compliance with the stocktake instructions

(including the suspension of inventory movements during the

stocktake process) and selected a sample of items to re-count to

establish the accuracy of the counts performed by the Group.

• For each of these locations attended, and for a further representa-

tive sample of retail stores, we inspected evidence that stocktakes

had

been conducted, stock variances identified had been reviewed

and approved, and that the adjustments were accurately recorded.


Where stocktakes were completed prior to the year end date,

we performed inventory movement analysis and, on a sample

basis, evidenced changes in inventory quantities to evaluate the

movement of inventories between the stocktake date and year end

date. For retail locations not attended at stocktake, we performed

movements analysis on a store-by-store basis and further analysis

where the year end balance was outside our set expectations.


We obtained details of stock-in-transit at year end, as well as

movements either side of the year end date and performed

procedures to address the risk of incorrect cut-off of inventory

quantities at year end.

EXISTENCE OF INVENTORIES

Why significant

The recognition of Professional Care Plan (PCP) revenue is a key

audit matter due to the significant degree of estimation involved in

determining the appropriate revenue recognition pattern for both the

lifetime and three year plans offered to the Group’s customers. Under

these plans, revenue is deferred on receipt of the payment from the

customer, and recognised over time in a manner that reflects the

proportion of actual services used by customers relative to the total

amount of expected services to be provided under the PCPs.

The balance of the deferred PCP revenue liability at 27 June 2021

was $76,581,000 (2020: $73,856,000), and PCP revenue recognised

in the income statement for the year ended 27 June 2021 was

$27,310,000 (2020: $27,478,000).

The estimation is primarily based on an analysis of actual services

(through historical cleaning, repairs and re-sizing service data) made

under these plans since inception in October 2010, with Management

judgement applied to take account of emerging trends in customer

behaviour, industry data and exceptional circumstances such as

COVID related store closures.

The estimation is reviewed by the Group on at least an annual

basis. As circumstances change over time, the Group updates

its measure of progress and any adjustments are recognised as a

cumulative catch up in revenue recognition (or reversal) in the current

year results. In the current year, a total of $1,305,000 was reversed

from revenue due to the changes in estimates.

The accounting policy for PCP revenue and description of the

estimation uncertainty is disclosed in Note A2 of 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.


Tested the operating effectiveness of controls related to PCP

customer transactions to ensure these sales are captured

accurately, and the related cash receipts are deferred on receipt.

• Ass

essed the accuracy of the data used in the PCP revenue

estimation calculation and challenged the reasonableness of the

key judgements including:

- Obtaining details of the sales of PCP products to customers

during the year, and testing that the cash receipts were

appropriately deferred.

-

Obtaining details of the actual cleaning, repairs and resizing

services in the year, and tested a sample to ensure the repair is

accurately tagged to the associated PCP plan date.

-

Performing analysis over the historic repairs data, to determine

whether the assumptions made by Management were supportable,

including the length of the lookback period, any adjustments

made for the impact of COVID related store closures, and the

weighting of recent trends compared to older data.


Test

ed the mathematical accuracy of the PCP revenue estimation

model and reperformed the Group’s calculation supporting the

change in estimate relating to PCP revenue recognition.


We evaluated the adequacy of disclosures in financial statements

of PCP revenue recorded and deferred at year end and the

associated estimation uncertainty.

97

98 MICHAEL HILL INTERNATIONAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 27 JUNE 202198
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 Company’s

2021 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 we do not and will 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

w

het

her 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:


Ident

ify 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, misrep

-

resentations, 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.

• Obt

ain 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, actions taken to eliminate threats or safeguards applied.


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.

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 27 June 2021.

In our opinion, the Remuneration Report of Michael Hill International

Limited for the year ended 27 June 2021, 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

Kel

lie McKenzie, Partner

Bri

sbane

20 Au

gust 2021

Michael Hill has one class of shares on issue (being ordinary shares). The Company’s shares are listed on the
Australian Securities Exchange and the New Zealand Stock Exchange.

Number

Issued capital 388,285,374

Number of shareholders 4,325

Minimum P

arcel Price

$0.850

Holders with

less than a marketable parcel 304

Twenty largest shareholders

Fully Paid % of Fully Paid

Ordinary Shar

es

Ordinary Shar

es

Hoglett Hamlett Limited* 148,330,600 38.20

Citicorp Nominees Pty Limited 26,332,599 6.78

Squeakidin Limited* 19,156,926 4.93

New Zealand Central Securities Depository Ltd 17,310,944 4.46

HSBC Custody Nominees (Australia) Limited 16,255,850 4.19

J P Morgan Nominees Australia Pty Limited 14,197,982 3.66

Mole Hill Limited* 13,456,926 3.47

Forsyth Barr Custodians Limited 5,298,992 1.36

BNP Paribas Nominees Pty Ltd 4,024,466 1.04

BNP Paribas Nominees (NZ) Ltd 3,908,556 1.01

New Zealand Depository Nominee Limited 3,367,192 0.87

National Nominees Limited 3,117,214 0.80

BNP Paribas Nominees Pty Ltd 2,639,066 0.68

Vanward Investments Limited 2,298,056 0.59

FNZ Custodians Limited 2,295,017 0.59

BNP Paribas Nominees Pty Ltd 2,251,174 0.58

Mole Hill Limited* 2,250,376 0.58

Forsyth Barr Custodians 2,011,138 0.52

Hobson Wealth Custodian Limited 1,847,252 0.48

Custodial

Services Limited

1,595,127 0.41

To

tal


291,945,453 75.19

Total Remaining Holders Balance 96,339,921 24.81

* Denotes entities in which a member or members of the Hill family have an ownership interest.

Distribution Of Security Holders

Number of holders Number of

of fully paid of fully paid

ordinary shares ordinary shares

1 - 1,000 636 381,487

1,001 - 5,000 1,343 4,098,976

5,001 - 10,000 824 6,793,757

10,001 - 100,000 1,353 42,876,743

Over 100,000 169 334,134,411

To t al 4,325 388,285,374

Additional Information AS AT 27 AUGUST 2021

99

100
Corporate directory

DIRECTORS

R.I. Fyfe BEng, FENZ (Chair)

Sir R.M. Hill KNZM

E.J. Hill

BCom, MBA

G.W. Smith BCom, FCA, FAICD

J.E. Naylor

D. Bracken

COMPANY SECRETARIES

A. Lowe

BCom, LLB (Hons), MAppFin, CA, CTA

E. Bird LLB (Hons), BA (Psych),

GradDipLegalPrac, GradDipAppCorpGov

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

HSBC Australia Limited

Bank of Montreal

Bank of America

WEBSITES

michaelhill.com.au

michaelhill.co.nz

michaelhill.ca

michaelhill.com

medleyjewellery.com.au

investor.michaelhill.com

EMAIL

online@michaelhill.com.au

Unmarketable parcels

Minimum Holders Units

parcel size

Minimum $500.00 parcel at $0.85 per unit 589 304 83,702

Substantial holders

As at 27 August 2021, there are four substantial shareholders that Michael Hill is aware of:

Latest notice date Shares

Hoglett Hamlett Limited and others* 13 October 2016 148,330,600

Mark Simon Hil 13 October 2016 167,487,526

Emma Jane Hill

13 Oc

tober 2016

167

,487,526

Spheria Asset Management Pty Ltd

15 Ap

ril 2021

50,

814,123

* 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).

The above table sets out the number of securities held by substantial shareholders in Michael Hill as

disclosed in their last substantial shareholder’s notice. Those shareholders may have acquired or disposed of

securities in Michael Hill since the date of that notice. A substantial shareholder is only required to disclose

acquisition or disposals where there has been a movement of at least 1% in their shareholding.

Share Options and Rights

Michael Hill has unlisted share options and rights on issue. As at 27 August 2021, there were six

holders of share options and rights.

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.