Notice of Annual General Meeting

Notice of
Annual General Meeting
2021

Notice of
Annual General Meeting
Notice is given that the Annual General Meeting of Shareholders of Michael Hill International Limited
ACN 610 937 598 (‘Company’) will be held as a virtual meeting online at
http://web.lumiagm.com/317169898, on Wednesday 27 October 2021 at 10am (AEST) (‘the Meeting’).
The Explanatory Notes accompany and form part of this Notice of Annual General Meeting (‘Notice’).
Item 1: Chair, CEO and CFO presentations
Item 2: Financial Statements and Reports
To receive and consider the Company’s Annual Report for the
year ended 27 June 2021, comprising the Financial Report,
Directors’ Report and the Auditor’s Report.
Item 3: Remuneration Report
Resolution 1. Remuneration Report
To consider and, if thought fit, pass the following advisory
resolution:
“That the Remuneration Report for the year ended 27 June
2021 (as set out in the Directors’ Report) is adopted.”
Item 4: Re-election of Directors
Resolution 2. Sir Michael Hill
To consider, and if thought fit, to pass the following resolution
as an ordinary resolution:
“That Sir Michael Hill who retires by rotation in accordance
with ASX Listing Rule 14.4 and Rule 38.6 of the Company’s
Constitution and, being eligible, offers himself for re-election,
be re-elected as a Director of the Company.”
Resolution 3. Ms Emma Hill
To consider, and if thought fit, to pass the following resolution
as an ordinary resolution:
“That Ms Emma Hill who retires by rotation in accordance
with ASX Listing Rule 14.4 and Rule 38.6 of the Company’s
Constitution and, being eligible, offers herself for re-election,
be elected as a Director of the Company.”
ITEMS OF BUSINESS
Item 5: Grant of securities to the Managing
Director & Chief Executive Officer
Resolution 4. Grant of share rights to Mr Daniel Bracken
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution:
“That for the purposes of ASX Listing Rule 10.14 and for all
other purposes, approval be given to grant 634,081 share
rights to the Managing Director & Chief Executive Officer of
the Company, Mr Daniel Bracken, and the issue of ordinary
shares in the Company on vesting of those share rights, under
the Long Term Incentive Plan for FY22 as part of his long
term incentive arrangements, as described in the Explanatory
Notes.”
Item 6: General business
To consider any other business as may be lawfully put forward
in accordance with the Constitution of the Company.
By order of the Board
Emily Bird
Company Secretary

Information for Shareholders
PARTICIPATION IS ONLINE ONLY THIS YEAR
All shareholders may attend the Meeting. Due to the ongoing
impact of the coronavirus pandemic, this year’s Meeting will be
held virtually (online) only. There will not be a meeting where
shareholders can attend in person.
You may participate in the Meeting by:
•attending the Mee
ting via the live webcast where voting
and questions will be facilitated during the Meeting
•
submitting your v
otes by direct vote or proxy in advance
of the meeting. Instructions on how to submit your votes
by direct vote or proxy are contained in this section of the
Notice of Meeting
•
submitting your questions in adv
ance of the Meeting.
Technical difficulties
If there is a technical difficulty affecting any online participants,
the Chair may continue to hold the Meeting and transact
business, including conducting a poll and voting in accordance
with valid proxy instructions. For this reason, the Company
encourages shareholders to lodge a directed proxy by 10am
on Monday 25 October 2021, even if they intend to participate
online.
How to register, participate and vote online for
the Meeting
Registration for the Meeting will open at 9.30am (AEST)
on Wednesday 27 October 2021. Shareholders wishing to
participate in the Meeting may do so via computer or a mobile
device at http://web.lumiagm.com/317169898 and entering the
following details:
•Meeting ID: 317169898
•Username: Your unique shareholder number
(SRN/HIN/CSN/HRN) which can be found on recent
shareholding statements
•Password:
•For A
ustralian security holders: Postcode of
registered holding
•
For Ne
w Zealand security holders: NZL
•
For o
ther overseas residents: The relevant three
character country code set out in the attached
Online Meeting Guide.
More information regarding participating in the Meeting,
including browser requirements and information for overseas
shareholders, is detailed in the Online Meeting Guide attached
to this Notice of Meeting.
If you have any questions in relation to registering online for
the Meeting or attending the live Meeting webcast, please
call Computershare on +61 3 9415 4024 during the online
registration period which will open 30 minutes prior to the start
of the Meeting.
QUESTIONS
Only verified shareholders may ask questions or make
comments during the Meeting, by submitting their question or
comment in writing online via the virtual platform. Shareholders
will be able to submit their question or comment as soon
as the Meeting commences. The Company encourages
shareholders to submit their question or comment as early as
possible during the Meeting, and not wait until the relevant item
is being discussed.
In addition to asking questions at the Meeting, written questions
to the Board, the Group Executive and the Auditors of the
Company, may be submitted by no later than 10am (AEST) on
Monday 25 October 2021 to investor@michaelhill.com.au.
The Company will seek to address the raised relevant questions
during the course of the Meeting. Please note that individual
responses may not be sent to shareholders.
VOTING
Entitlement to vote
The Company has determined that for the purposes of the
Meeting (including voting), shareholders will be taken to be
those persons who are the registered holders of shares in the
Company as at 7pm (AEDT) on Monday 25 October 2021.
All resolutions will be by poll
As shareholders are being asked to participate virtually in the
Meeting, each resolution will be conducted by a poll.
Voting options
A shareholder who is entitled to attend and vote at the Meeting
may do so by:
•direct voting prior to the Meeting
•electronic dir
ect voting, using the virtual meeting platform
during the Meeting
•
by appointing a pr
oxy, corporate representative (if the
shareholder is a corporation), or attorney prior to the
Meeting.
Direct voting prior to the Meeting
Direct votes and proxy appointments must be received by
the Company’s share registry no later than 10am (AEST)
on Monday 25 October 2021 to be valid for the Meeting.
Instructions on how to direct vote or appoint a proxy are
available at www.investorvote.com.au.
Electronic direct voting during the Meeting
Electronic direct voting will be used at this year’s online
Meeting via the virtual platform. Detailed instructions on how to
log in to, vote and ask questions during the Meeting are set out
in the attached Online Meeting Guide.

Voting by proxy
A proxy must be a natural person and need not be a
shareholder of the Company. Proxies can be appointed
in respect of all or a portion of a shareholder’s votes. If
shareholders are entitled to cast two or more votes, they can
appoint two proxies each to exercise a specified portion of
their voting rights.
For the appointment of a proxy to be effective, completed
voting/proxy forms must be received by the Company’s share
registry no later than 10am (AEST) on Monday 25 October
2021.
Submitting your proxy
Shareholders may appoint a proxy either:
• online
• at www.investorvote.com.au using the secure
access information contained in the personalised
letter sent to shareholders dated 24 September
2021
• by using a mobile device to scan the personalised
QR code contained in the personalised letter to
shareholders dated 24 September 2021
• by mail or fax, as detailed on the voting/proxy form.
If you wish to appoint a proxy by mail or fax, please contact the
Company’s share registry by calling 1300 555 159
(or +61 3 9415 4000 if outside Australia), to request a
personalised voting/proxy form be sent to you. As this method
may result in delays receiving validly completed forms,
shareholders are encouraged to submit their proxy votes online
using one of online methods above.
Corporate representatives
Corporate shareholders and corporate proxies may appoint
a representative in accordance with the Corporations Act
2001 (Cth) (‘Corporations Act’). The Company will require a
certificate appointing the corporate representative. A form
of certificate may be obtained from the Company’s share
registry by calling 1300 555 159 (or +61 3 9415 4000 if outside
Australia) or at www.computershare.com.au.
The certificate must be lodged with the Company before the
Meeting commences. The certificate will be retained by the
Company. A corporate representative will not be permitted
to vote at the Meeting unless the necessary certificate of
appointment has been produced prior to admission to the
Meeting.
Appointing the Chair or KMP as your proxy
The Chair of the Meeting intends to vote all available
undirected proxies in favour of all of the resolutions.
If you complete a voting/proxy form that authorises the Chair
of the Meeting to vote on your behalf as proxy, and you do not
mark any of the boxes so as to give the Chair directions about
how your vote should be cast, then, in accordance with the
express authority provided for in the voting/proxy form, the
Chair will vote in favour of all resolutions, including Resolution 1
and Resolution 4 even though it is directly or indirectly connected
with the remuneration of a member of the KMP.
If you wish to appoint the Chair of the Meeting as your proxy, and
you wish to direct him how to vote, please tick the appropriate
box on the form.
If you appoint as your proxy any director of Michael Hill (except
the Chair of the Meeting), or any other KMP or any of their closely
related parties and you do not direct your proxy how to vote on
Resolution 1, he or she will not vote your proxy on that item of
business.
If you appoint Daniel Bracken as your proxy, or any of his closely
related parties, and you do not direct your proxy how to vote on
Resolution 4, he or she will not vote your proxy on that item of
business.
Power of Attorney
If a shareholder has appointed an attorney to attend and vote at
the Meeting or if the voting/proxy form is signed by an attorney,
the power of attorney must, unless it has previously been lodged
with Computershare for notation, be received by the Company’s
share registry by no later than 10am (AEST) on Monday 25
October 2021.
Voting restrictions
Resolution 1 – Remuneration Report
Votes may not be cast, and the Company will disregard any votes
cast, on Resolution 1:
• by or on behalf of any KMP member whose remuneration
details are included in the Remuneration Report, or any of
their closely related parties, regardless of the capacity in
which the votes are cast, or
• by any person who is a KMP member as at the time the
resolution is voted on at the Meeting, or any of their closely
related parties, as a proxy,
unless the votes are cast as a proxy for a person who is entitled to
vote on the resolution:
• in accordance with a direction in the proxy appointment, or
• by the Chair of the Meeting in accordance with an express
authorisation in the proxy appointment to cast the votes
even if the resolution is connected directly or indirectly with
the remuneration of a KMP member.

Item 4: Resolution 4 – Grant of share rights to the Managing
Director & Chief Executive Officer

The Company will disregard any votes cast in favour of
Resolution 4:
• by or on behalf of Mr Bracken or any of his associates
regardless of the capacity in which the votes are cast
• by or on behalf of any other director entitled to participate
in the Long Term Incentive Plan or any of their associates,
regardless of the capacity in which those votes are cast,
or
• as a proxy by any member of the KMP (and their closely
related parties) if his or her appointment does not specify
the way in which the proxy is to vote.
However, this does not apply to a vote cast in favour of
Resolution 4 by:
• a person as proxy or attorney for a person who is
entitled to vote on the resolution, in accordance with the
directions given to the proxy or attorney to vote on the
resolution in that way
• the Chair as proxy or attorney for a person who is entitled
to vote on the resolution, in accordance with a direction
given to the Chair to vote on the resolution as the Chair
decides and if acting as a proxy, in accordance with an
express authorisation in the proxy appointment to cast
the votes even if the resolution is connected directly or
indirectly with the remuneration of a KMP member, or
• a holder acting solely in a nominee, trustee, custodial
or other fiduciary capacity on behalf of a beneficiary
provided that:
• the beneficiary provides written confirmation to the
holder that the beneficiary is not excluded from
voting, and is not an Associate of a person excluded
from voting, on the resolution, and
• the holder votes on the resolution in accordance with
the directions given by the beneficiary to the holder
to vote in that way.
For the purposes of these voting exclusions:
• ‘KMP' (or key management personnel) are those
persons having authority and responsibility for planning,
directing and controlling the activities of the Company's
consolidated group, either directly or indirectly. This
includes all directors (executive and non-executive).
• A 'closely related party' of a KMP member means:
• a spouse or child of the member
• a child of the member's spouse
• a dependent of the member or of the member's
spouse
• anyone else who is one of the member's family and
may be expected to influence the member, or be
influenced by the member, in the member's dealings
with the entity, or
• a company the member controls.

Explanatory Notes
Item 2: Financial Statements and Reports
The Corporations Act requires the Financial Report and the
reports of the Directors and the Auditor be laid before the
Meeting. Shareholders will be given a reasonable opportunity
to raise questions and make comments on these reports at the
Meeting.
The Company’s Auditor will be present at the Meeting to
answer questions regarding the audit and the Auditor’s Report.
There is no requirement for a formal resolution on this item.
Item 3: Remuneration Report (Resolution 1)
Shareholders are asked to adopt the Company’s Remuneration
Report for the year ended 27 June 2021. The Remuneration
Report is set out in the Directors’ Report section of the
Company’s 2021 Annual Report.
The Company’s remuneration strategy is to align shareholder
value with executive reward. The Company’s remuneration
framework aims to attract, motivate and retain talent, reward
achievement of strategic objectives and create a reward
differentiation to drive performance values and behaviours.
The vote on Resolution 1 is advisory only and does not bind the
Directors or the Company. However, a reasonable opportunity
for discussion of the Remuneration Report will be provided at
the Meeting. The Board will take into account the discussion on
this resolution and the outcome of the vote when considering
the future remuneration arrangements of the Company.
Recommendation
The Board recommends that shareholders vote
FOR Resolution 1.
Item 4: Re-election of Directors (Resolutions 2 & 3)
Rules 38.1 and 38.6 of the Company’s Constitution requires a
minimum of one director to retire by rotation at the Meeting,
and that a director must not hold office without re-election
past the third Annual General Meeting following that director’s
appointment or three years, whichever is longer.
Sir Michael Hill has held office as a director without re-election
since the Company’s Annual General Meeting in 2018, and will
retire and offer himself for re-election by shareholders at the
Meeting.
Emma Hill has held office as a director without re-election
since the Company’s Annual General Meeting in 2018, and will
retire and offer herself for re-election by shareholders at the
Meeting.
Profiles of the Directors are as follows:
Sir Michael Hill

Non-executive director
• Founding Board member since 1979
Sir Michael had 23 years of jewellery retailing experience
before establishing Michael Hill in 1979 which then listed on the
NZ 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 “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 led the Group as Chair from 1987 until 2015.
Emma Hill
Non-executive director
• Board member since February 2007
• Chair, People Development & Remuneration Committee
Ms Hill has over 30 years’ experience with the Company
commencing on the shop floor in Whangarei, New Zealand.
She held a number of management positions within the
Australian company before successfully leading the expansion
of the Group into Canada as Retail General Manager in 2002.
She holds a Bachelor of Commerce.
Ms Hill was Deputy Chair of the Group from 2011 until 2015
when she was appointed Chair. Ms Hill stepped down from the
Chair role in June 2021.
Recommendation
The Board (other than the director who is the subject of the
relevant resolution) recommends that shareholders vote FOR
Resolution 2 and Resolution 3.
Item 5: Grant of share rights to the Managing Director &
Chief Executive Officer (Resolution 4)
Under ASX Listing Rule 10.14, a listed company must not permit
a director to acquire equity securities (including share rights)
under an employee incentive scheme without shareholder
approval.
The purpose of Resolution 4 is to seek shareholder approval
for Mr Bracken to acquire equity securities under the
Company’s Long Term Incentive Plan (‘Plan’).
Under Resolution 4, approval is sought to grant Mr Bracken
634,081 share rights under the Company’s Plan.
If Resolution 4 is approved by shareholders then, upon grant of
the share rights the subject of that resolution, Mr Bracken will
have been granted 634,081 share rights in total under the Plan.

Overview of the Plan
The Company operates an incentive plan under which eligible
executives receive grants of share rights to acquire shares,
subject to meeting certain performance and/or service
conditions. Share rights are chosen by the Board to reward and
attract executive talent, because they create alignment with
the interests of shareholders.
Each share right entitles the holder to acquire one fully paid
ordinary share in the Company if the applicable performance
and/or service condition hurdles are met (as set out below). No
issue or exercise price is payable for share rights. Share rights
do not carry any dividend or voting rights prior to vesting and
are non-transferable, except in limited circumstances under
the Plan rules.
A summary of the Plan rules is set out in Annexure 1.
Resolution 4: Grant of share rights to the
Managing Director & Chief Executive Officer
In accordance with the requirements of ASX Listing Rule
10.14, approval is sought to grant 634,081 share rights to
the Managing Director & Chief Executive Officer, Mr Daniel
Bracken, pursuant to the Plan for FY22.
If shareholder approval is given, the share rights will be granted
to Mr Bracken shortly after the Meeting and in any event within
12 months of the Meeting. If shareholders do not approve
the proposed grant of share rights, the Board will consider
alternative performance-based incentive remuneration
arrangements for Mr Bracken, with particular regard to the
Company’s executive remuneration policy and framework, and
strategic and operational imperatives.
The key terms of the proposed grant of share rights is set out
below.
Number of
share rights
proposed to be
granted
If shareholder approval is obtained, Mr Bracken will be granted 634,081 share rights under the Company’s
Plan for FY22.
The number of share rights to be granted (subject to shareholder approval) has been determined by
reference to the maximum value of the proposed grant of share rights, being $535,544, divided by
$0.8446 (being the value attributed to a share right).
The Board has set the value of share rights by reference to the volume weighted average price of the
Company’s shares for the 10 trading days on and from the release of the Company’s FY21 financial results
on 23 August 2021. This value is considered appropriate as it reflects the price of shares at the time the
market was fully informed of the financial position of the Company as at the commencement of the 2022
financial year.
Performance
period and
vesting
The performance period is three years, commencing 3 September 2021 and ending after 10 trading days
following the release of the Company’s FY24 financial results (anticipated August 2024).
The number of share rights that vest will depend on how well the Company has performed during the
performance period against the relevant performance hurdle. For outstanding performance, 100% of the
share rights will vest. Only a percentage of share rights will vest for performance below that level. If the
Company does not achieve a certain minimum threshold then all the applicable share rights will lapse and
no share rights can vest. Further information regarding the vesting schedule is set out below.

Performance
hurdles
and vesting
schedule
An absolute total shareholder return (TSR) test requires the achievement of a minimum positive absolute
TSR over the testing period. If the TSR does not reach that minimum rate over the testing period, the
share rights lapse.
Why a TSR?
The TSR hurdle was chosen to ensure alignment between incentivising executives and long term
shareholder value creation.
Vesting schedule
The table below sets out the percentage of performance share rights subject to the TSR hurdle that can
vest depending on the Company’s TSR performance:
TSR compound annual growth rate (‘CAGR’)% share rights vesting
Less than 10% CAGRNil
Between 10% CAGR to 20% CAGR
10% vesting for each 1% increase in CAGR
performance
Equal to or above 20% CAGR 100%
Absolute TSR measures the return received by shareholders from holding shares in a company over a
particular period. TSR is calculated by taking into account the growth in a company’s share price over the
period as well as the dividends received (and assumed to be reinvested back into the company’s shares)
during that period.
The formula for calculating the CAGR is as follows:
[(Share Price at End Date + Dividends Reinvested) / Share Price at Start Date]^(1/number of years) - 1
where:
Share price at Start Date = $0.8446
Number of years = 3 years.
The Share Price at the Start Date was calculated as the 10 working days’ volume weighted average price
(‘VWAP’) of the Company’s shares following the release of the FY21 financial results ($0.8446). The Share
Price at the End Date will be calculated as the 10 working days’ VWAP of the Company’s shares following
the release of the FY24 financial results.
Allocation
of shares
following
vesting
Following testing of the performance hurdles and determination of the portion of share rights available to
vest, share rights will convert to fully paid ordinary shares on a one for one basis in accordance with the
vesting schedule described above (subject to Mr Bracken’s continued employment with the Company at
the relevant date).
Any share rights that do not remain available to vest following testing of the performance hurdles at the
end of the performance period will lapse.
The Company’s obligation to allocate shares on vesting may be satisfied by issuing new shares, acquiring
shares on-market or by transferring shares from an employee share trust.
Restriction
periods
The vesting period for Mr Bracken’s share rights is three years and there is no additional restriction period
following vesting, other than any specified in the Company’s Trading Policy.

Mr Bracken’s current remuneration package
Mr Bracken’s current maximum remuneration comprises:
• $1,020,083 as Total Fixed Compensation (inclusive of
superannuation)
• $1,071,088 as his maximum short term incentive
opportunity, comprising of on target STI ($535, 544) and
an outperformance STI component ($535,544)
• $535,544 as his maximum long term incentive
opportunity.
Further details of Mr Bracken’s remuneration arrangements can
be found in the Company’s Remuneration Report.
Other information
Mr Bracken commenced with the Company as the Chief
Executive Officer in November 2018. As part of his Chief
Executive Officer remuneration package, he was previously
granted 2,310,215 share rights under the Company’s Plan
for FY19, FY20 and FY21 (subject to meeting certain vesting
conditions). Mr Bracken was granted:
• 110,018 share rights for FY19
• 142,459 share rights for FY20, and
• 2,057,738 share rights for FY21.
Details of any share rights and any subsequent issue of
ordinary fully paid shares under the Plan will be published in the
Company’s annual report relating to the period in which they
were issued, along with a statement that approval for the issue
was obtained under ASX Listing Rule 10.14.
At the date of this notice of Meeting, Mr Bracken is the only
director eligible to participate in the Plan. Any additional
persons covered by ASX Listing Rule 10.14 who become
entitled to participate in an issue of securities under the Plan
after the resolution is approved and who were not named
in the notice of meeting will not participate until approval is
obtained under that rule.
Approval of this resolution will result in the share rights and
fully paid ordinary shares granted under the Plan to Mr Bracken
being included as an exception to ASX Listing Rule 7.1. This
means the relevant share rights and shares, will not use up part
of the 15 per cent issue capacity available under ASX Listing
Rule 7.1.
There are no loans relating to the acquisition of share rights or
shares under the Plan.
Recommendation
The Board considers that the proposed grant of share rights
under the Plan for FY22 (which forms part of Mr Bracken’s
total remuneration package) is reasonable and appropriate
having regard to the Company’s circumstances, business
performance, remuneration objectives, and his duties and
responsibilities.
The Board (other than Mr Bracken) recommends that
shareholders vote FOR Resolution 4.

ANNEXURE 1: SUMMARY OF THE PLAN RULES
The key terms of the Plan are set out below.
Participation
Eligible participants
The following persons may be invited to participate in the Plan:
• a director (whether executive or non-executive) of any
Group company
• a full or part time employee of any Group company
• a casual employee or contractor of a Group company
to the extent permitted by the ASIC Class Order (further
detail below), or
• a prospective participant, being a person to whom the
offer is made but who can only accept the offer if an
arrangement has been entered into that will result in the
person becoming an eligible participant under one of the
criteria above.
Invitation to participate
The Board may from time to time in its absolute discretion
determine that an eligible participant be invited to participate
in the Plan and apply for up to a specified number of share
rights on such terms and conditions as the Board decides
from time to time and otherwise on the terms of the Plan. The
invitation may include:
• the number of share rights for which that
participant may apply
• the grant date
• the amount payable (if any) for the grant of each share
right or how such amount is calculated
• any condition to vesting of the share right, (‘Vesting
Conditions’)
• whether each share right, upon vesting needs to be
manually exercised or whether it will be
automatically exercised
• the conditions to exercise the share right
(Exercise Conditions)
• any exercise price
• whether the Company must fulfil a vested share right that
has been exercised by acquiring Shares on-market or by
any means, and
• any other supplementary terms and conditions
considered relevant by the Board.
Application to participate
Unless otherwise expressly permitted in an invitation, a
participant may only submit an application in that participant’s
name and not on behalf of any other person.
Upon receipt of an invitation, a participant may apply for
the share rights the subject of the invitation by sending the
completed prescribed application form to the Company by the
time and date specified in the Invitation.
The Board may accept an application from a participant in
whole or in part.
Following receipt of a completed application form (together
with any and all applicable ancillary documentation), the
Company will, to the extent that it has accepted such
application, grant the participant the relevant number of share
rights, subject to the terms and conditions set out in the
invitation, the application form, the Plan rules and any required
ancillary documentation.
Key terms
Voting and dividends
Prior to a share right being exercised, a participant is not
entitled, by virtue of holding a share right, to:
• notice of, or to vote or attend at, a meeting of the
shareholders of the Company, or
• receive any dividends declared by the Company.
Quoting on an exchange
Unless otherwise determined by the Board in its absolute
discretion, a share right granted under the Plan will not be
quoted on the ASX or any other recognised exchange.
Dealings
A participant may not sell, assign, transfer, grant a security
interest over, or otherwise deal with a share right that has been
granted to them, unless the Board in its absolute discretion so
approves or the relevant dealing is effected by force of law on
death or legal incapacity to the participant’s legal or personal
representative.
Vesting
A share right will vest when a vesting notice in respect of that
share right is given or is deemed to be given to the participant.
A vesting condition for a share right may, subject to the
Corporations Act, the Listing Rules (where applicable) and any
other applicable laws and regulations, be waived by the Board.

Exercise of share rights
A share right may only be exercised when all vesting conditions
and all exercise conditions applicable to that share right
are satisfied or have been waived by the Company and
the Company has provided a confirmation notice to the
participant. If there are no exercise conditions, the vesting
notice will constitute the confirmation notice.
An exercise condition for a share right may, subject to the
Corporations Act, the Listing Rules (where applicable) and any
other applicable laws and regulations, be waived by the Board.
The participant’s invitation will specify whether a share right
is to be manually or automatically exercised. If automatically
exercised, it will be exercised on the first day the participant is
permitted to trade Company securities after the confirmation
notice is provided. If it is to be manually exercised, it may be
exercised by delivery of an exercise notice.
The Board may accept an application from a participant in
whole or in part.
Resulting shares
Upon exercise, the Company will (subject to the terms of the
invitation) issue, allocate or cause to be transferred to that
participant the number of shares to which that participant is
entitled.
Shares issued upon exercise will rank equally with all other
shares on issue in that class. If the class of shares are listed on
the ASX, the Company will apply for quotation of the shares
issued upon exercise.
The invitation may provide that disposal restrictions apply to
the resulting shares.
Cessation of employment
If a participant ceases employment with the Company before
the end of the performance period, the treatment of their
unvested share rights will depend on the circumstances of
cessation.
For example, where the participant ceases employment due
to resignation or termination for cause all unvested share
rights will be forfeited, unless the Board determines a different
treatment.
In other cases, such as a redundancy or bona fide retirement,
the Board has overriding discretion to waive the whole or a
portion of any vesting condition on the participant’s unvested
share rights.
Claw back
In the event of fraud, dishonesty or a willful breach of a
Participant’s obligations to any member of the Group, the
Board may claw back any shares allocated upon vesting or
lapse unvested or unexercised share rights.
Corporate activity
If a change of control event occurs, share rights will be vested
according to time served on a pro-rata basis. The Board will
then have discretion to determine whether they will vest a
participant’s remaining share rights on top of the pro-rata
amount.
The Plan includes standard provisions to deal with bonus
issues, rights issues and capital restructures.
Plan administration
The Plan will be administered by the Board. The Board has
broad power to amend the Plan, subject to restrictions on
amendment where it would materially reduce the rights of any
participant as they existed before the date of the amendment.
ASIC Class Order Relief
Offers of share rights and issues of securities under the Plan
will be made in reliance on ASIC Class Order 14/1000, which
currently governs employee incentive schemes of listed
companies. The Class Order provides relief from certain
provisions (disclosure, licensing, hawking and other incidental
matters) of the Corporations Act provided that the conditions
specified in the Class Order are satisfied.
Relevantly, for the Class Order to apply, the Company must
have reasonable grounds to believe, when making an offer
under the Plan, that the number of shares to be received
on exercise of share rights offered, when aggregated with
the number of shares issued or that may be issued as a
result of offers made in reliance on the Class Order at any
time during the previous 3 year period under an employee
incentive scheme covered by the Class Order or an ASIC
exempt arrangement of a similar kind to an employee incentive
scheme, will not exceed 5% of the total number of shares on
issue at the date of the offer.

SRN/HIN: I9999999999
ACN 610 937 598
XX
For your vote to be effective it must be
received by 10:00 am (AEST) Monday 25
October 2021.
All your securities will be voted in accordance with your directions.
YOUR VOTE IS IMPORTANT
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Voting / Proxy Form
Lodge your Form:How to Vote on Items of Business
Online:
Lodge your vote online at
www.investorvote.com.au using your
secure access information or use your
mobile device to scan the personalised
QR code.
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the
meeting you will need to provide the appropriate “Appointment of Corporate
Representative”. A form may be obtained from Computershare or online at
www.investorcentre.com under the help tab, "Printable Forms".
PARTICIPATING IN THE MEETING
SIGNING INSTRUCTIONS FOR POSTAL FORMS
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
By Fax:
Your secure access information is
VOTE DIRECTLY
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
APPOINTMENT OF PROXY
Control Number: 999999
PIN: 99999
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry,
please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant to section 204A
of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please sign in the appropriate place to indicate the office
held. Delete titles as applicable.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box your proxy may vote or abstain as
they choose (to the extent permitted by law). If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of securities you wish to vote in the For, Against or Abstain box or
boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the
meeting and vote on a poll. If you appoint two proxies you must specify the percentage of
votes or number of securities for each proxy, otherwise each proxy may exercise half of the
votes. When appointing a second proxy write both names and the percentage of votes or
number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each
item of business. Your vote will be invalid on an item if you do not mark any box OR you mark
more than one box for that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of
the votes cast must not exceed your voting entitlement.
MHJ
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001/i12
*S00000112Q01*
SAMPLE ONLY


I 9999999999
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
IND
MHJ279286A
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
PLEASE NOTE: If you have appointed a proxy and you mark the Abstain box for a resolution, you are directing your proxy not to vote on your behalf on a show of
hands or a poll and your votes will not be counted in computing the required majority. If you are directly voting and you mark the Abstain box for a resolution, it will
be treated as though no vote has been cast on that resolution and no vote will be counted in computing the required majority.
Record my/our votes strictly in
accordance with directions in Step 2.
A Vote Directly
At the Annual General Meeting of Michael Hill International Limited which will be held as a virtual meeting online at
http://web.lumiagm.com/317169898 on Wednesday 27 October 2021 at 10am (AEST) and at any adjournment or postponement of that meeting,
I/We being member/s of Michael Hill International Limited direct the following:
B
The Chair of
the Meeting
PLEASE NOTE: Leave this box blank if
you have selected the Chair of the
Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as
my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no
directions have been given, and to the extent permitted by law, as the proxy sees fit).
Indicate How Your Vote Will Be Cast
Voting / Proxy Form
Please markto indicate your directions
XX
Step 1
Items of Business
Step 2
This section must be completed.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile NumberEmail Address
(Optional)
Signature of Securityholder(s)
Step 3
ForAgainstAbstain
Resolution 1
Remuneration Report
Resolution 2
Re-election of Sir Michael Hill as a Director
Resolution 3
Re-election of Ms Emma Hill as a Director
Resolution 4
Grant of securities to the Managing Director & Chief Executive Officer
Date
/ /
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting
as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1
and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 4 are connected directly or
indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on
Resolutions 1 and 4 by marking the appropriate box in step 2.
Appoint a
proxy to
vote on
your behalf
OR
OR
Select one option only
PLEASE NOTE: A Direct Vote will take priority over the appointment of a Proxy. For a valid
Direct Vote to be recorded you must mark FOR, AGAINST, or ABSTAIN on each
resolution.
I/We hereby appoint:
The Chair of the Meeting intends to vote undirected proxies in favour of each resolution. In exceptional circumstances, the Chair of the Meeting may change his/
her voting intention on any resolution, in which case an ASX announcement will be made.
SAMPLE ONLY

1
GETTING STARTED
If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions
online and submit your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone,
tablet or computer. You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser
is compatible.
ONLINE
MEETING GUIDE
TO LOG IN, YOU MUST HAVE THE FOLLOWING INFORMATION:
Meeting ID
Meeting ID as provided
in the Notice of Meeting.
Australian Residents
> Username
(SRN or HIN) and
> Password
(postcode of your
registered address).
Overseas Residents
> Username
(SRN or HIN) and
> Password
(three-character
country code)
e.g. New Zealand - NZL;
United Kingdom - GBR;
United States of America
- USA; Canada - CAN.
A full list of country codes
is provided at the end of
this guide.
Appointed Proxies
To receive your
unique username
and password, please
contact Computershare
Investor Services on
+61 3 9415 4024 during the
online registration period
which will open
1 hour before the start
of the meeting.
1
To participate in the meeting, you will be
required to enter the unique 9-digit Meeting ID
as provided in the Notice of Meeting.
To proceed into the meeting, you will need to
read and accept the Terms and Conditions.
2
PARTICIPATING AT THE MEETING
Join
Enter Meeting ID
Meeting Terms and
Conditions
Terms and conditions must
be read and accepted prior to
proceeding to the meeting.
To view the full terms and
conditions please click the
following link.
Terms and Conditions
I agree to all of the above
terms and conditions
DECLINEACCEPT

2
123-456-789

Computershare Limited
Annual General Meeting
Mr Sam Sample
Welcome Securityholders and Guests
To View the Webcast

To view/listen to proceedings please
select the ‘Broadcast’ bar. This will
display the webcast, please press play
to start and ensure that your device
isn’t muted.
Asking Questions
Shareholders and proxies have the ability
to ask questions. Select the speech
bubble icon to open the message module.
Type your question in to the box at the
Broadcast
Once logged in, you will see the home page,
which displays the meeting title and name of the
registered securityholder or nominated proxy.
4
Select the relevant log in option to represent yourself in the meeting.
Note that only Securityholders and Proxies can vote and ask questions in the meeting.
3
To register as a securityholder,
select ‘Securityholder or Proxy’
and enter your SRN or HIN and
Postcode or Country Code.
Securityholder or Proxy
Guest
 123-456-789
Login
SRN or HIN
Postcode or Country Code
To register as a proxyholder,
select ‘Securityholder or
Proxy’ and you will need your
username and password as
provided by Computershare.
In the ‘SRN or HIN’ field enter
your username and in the
‘Postcode or Country Code’
field enter your password.
OROR
Securityholder or Proxy
Guest
 123-456-789
Login
SRN or HIN
Postcode or Country Code
To register as a guest,
select ‘Guest’ and enter your
name and email address.
Securityholder or Proxy
Guest
 123-456-789
 123-456-789
Enter
Title
First Name
Last Name
Email
To view the webcast you must tap the broadcast
arrow on your screen and press the play button.
Click the arrow to switch between screens.
5
Today’s Agenda
 Opening Remarks
 CEO Presentation
 Financial Update
 Q&A
 Resolutions
123-456-789
Broadcast

3
To ask a question tap on the question icon ,
type your question in the chat box at the bottom of
the screen and select the send icon. Confirmation
that your message has been received will appear.
To ask a question verbally follow the instructions on
the home page
of the virtual meeting platform.
6
FOR ASSISTANCE
If you require assistance before or during the meeting please call +61 3 9415 4024
When the Chair declares the poll open:
> A voting icon
will appear on screen and the
meeting resolutions will be displayed
> To vote, select one of the voting options.
Your response will be highlighted
> To change your vote, simply select a different
option to override
The number of items you have voted on or are
yet to vote on, is displayed at the top of the
screen. Votes may be changed up to the time
the Chair closes the poll.
7
Icon descriptions
Home page icon, displays meeting information.
Questions icon, used to ask questions.
Voting icon, used to vote. Only visible when the Chair opens the poll.
Broadcast
The broadcast bar allows you to view and listen to the proceedings.
123-456-789
Chair
Please send in your questions or
comments
Can you advise on revenue
projections for the upcoming
year?
Broadcast
123-456-789
You have voted on 2 of 6 items
Resolution 1
Adoption of Remuneration
Report
For - Vote received
ForAgainstAbstain
CANCEL
Resolution 2
Elect Mr Sam Smith as a
director
Against - Vote received
ForAgainstAbstain
CANCEL
Broadcast

4
ABW
ARUBA
AFG
AFGHANISTAN
AGO
ANGOLA
AIA
ANGUILLA
ALA
ALAND ISLANDS
ALB
ALBANIA
AND
ANDORRA
ANT
NETHERLANDS ANTILLES
ARE
UNITED ARAB EMIRATES
ARG
ARGENTINA
ARM
ARMENIA
ASM
AMERICAN SAMOA
ATA
ANTARCTICA
AT F
FRENCH SOUTHERN
TERRITORIES
ATG
ANTIGUA AND BARBUDA
AUS
AUSTRALIA
AUT
AUSTRIA
AZE
AZERBAIJAN
BDI
BURUNDI
BEL
BELGIUM
BEN
BENIN
B FA
BURKINA FASO
BGD
BANGLADESH
BGR
BULGARIA
BHR
BAHRAIN
BHS
BAHAMAS
BIH
BOSNIA & HERZEGOVINA
BLM
ST BARTHELEMY
BLR
BELARUS
BLZ
BELIZE
BMU
BERMUDA
BOL
BOLIVIA
BRA
BRAZIL
BRB
BARBADOS
BRN
BRUNEI DARUSSALAM
BTN
BHUTAN
BUR
BURMA
BVT
BOUVET ISLAND
BWA
BOTSWANA
CAF
CENTRAL AFRICAN
REPUBLIC
CAN
CANADA
CCK
COCOS (KEELING) ISLANDS
CHE
SWITZERLAND
CHL
CHILE
CHN
CHINA
CIV
COTE D’IVOIRE
CMR
CAMEROON
COD
CONGO DEMOCRATIC
REPUBLIC OF
COG
CONGO PEOPLES
REPUBLIC OF
COK
COOK ISLANDS
COL
COLOMBIA
COM
COMOROS
CPV
CAPE VERDE
CRI
COSTA RICA
CUB
CUBA
CXR
CHRISTMAS ISLAND
CYM
CAYMAN ISLANDS
CYP
CYPRUS
CZE
CZECH REPUBLIC
DEU
GERMANY
DJI
DJIBOUTI
DMA
DOMINICA
DNK
DENMARK
DOM
DOMINICAN REPUBLIC
DZA
ALGERIA
ECU
ECUADOR
EGY
EGYPT
ERI
ERITREA
ESH
WESTERN SAHARA
ESP
SPAIN
EST
ESTONIA
ETH
ETHIOPIA
FIN
FINLAND
FJ I
FIJI
FLK
FALKLAND ISLANDS
(MALVINAS)
FRA
FRANCE
FRO
FAROE ISLANDS
FSM
MICRONESIA
GAB
GABON
GBR
UNITED KINGDOM
GEO
GEORGIA
GGY
GUERNSEY
GHA
GHANA
GIB
GIBRALTAR
GIN
GUINEA
GLP
GUADELOUPE
GMB
GAMBIA
GNB
GUINEA-BISSAU
GNQ
EQUATORIAL GUINEA
GRC
GREECE
GRD
GRENADA
GRL
GREENLAND
GTM
GUATEMALA
GUF
FRENCH GUIANA
GUM
GUAM
GUY
GUYANA
HKG
HONG KONG
HMD
HEARD AND

MCDONALD ISLANDS
HND
HONDURAS
HRV
CROATIA
HTI
HAITI
HUN
HUNGARY
IDN
INDONESIA
IMN
ISLE OF MAN
IND
INDIA
IOT
BRITISH INDIAN OCEAN
TERRITORY
IRL
IRELAND
IRN
IRAN ISLAMIC

REPUBLIC OF
IRQ
IRAQ
ISL
ICELAND
ISM
BRITISH ISLES
ISR
ISRAEL
I TA
ITALY
JAM
JAMAICA
JEY
JERSEY
JOR
JORDAN
JPN
JAPAN
KAZ
KAZAKHSTAN
KEN
KENYA
KGZ
KYRGYZSTAN
KHM
CAMBODIA
KIR
KIRIBATI
KNA
ST KITTS AND NEVIS
KOR
KOREA REPUBLIC OF
KWT
KUWAIT
LAO
LAO PDR
LBN
LEBANON
LBR
LIBERIA
LBY
LIBYAN ARAB JAMAHIRIYA
LCA
ST LUCIA
LIE
LIECHTENSTEIN
LKA
SRI LANKA
LSO
LESOTHO
LT U
LITHUANIA
LUX
LUXEMBOURG
LVA
LATVIA
MAC
MACAO
MAF
ST MARTIN
MAR
MOROCCO
MCO
MONACO
MDA
MOLDOVA REPUBLIC OF
MDG
MADAGASCAR
MDV
MALDIVES
MEX
MEXICO
MHL
MARSHALL ISLANDS
MKD
MACEDONIA FORMER
YUGOSLAV REP
MLI
MALI
M LT
MALTA
MMR
MYANMAR
MNE
MONTENEGRO
MNG
MONGOLIA
MNP
NORTHERN MARIANA
ISLANDS
MOZ
MOZAMBIQUE
MRT
MAURITANIA
MSR
MONTSERRAT
MTQ
MARTINIQUE
MUS
MAURITIUS
MWI
MALAWI
MYS
MALAYSIA
MYT
MAYOTTE
NAM
NAMIBIA
NCL
NEW CALEDONIA
NER
NIGER
NFK
NORFOLK ISLAND
NGA
NIGERIA
NIC
NICARAGUA
NIU
NIUE
NLD
NETHERLANDS
NOR
NORWAY
NPL
NEPAL
NRU
NAURU
NZL
NEW ZEALAND
OMN
OMAN
PAK
PAKISTAN
PAN
PANAMA
PCN
PITCAIRN ISLANDS
PER
PERU
PHL
PHILIPPINES
PLW
PALAU
PNG
PAPUA NEW GUINEA
POL
POLAND
PRI
PUERTO RICO
PRK
KOREA DEM PEOPLES
REPUBLIC OF
PRT
PORTUGAL
PRY
PARAGUAY
PSE
PALESTINIAN TERRITORY
OCCUPIED
PYF
FRENCH POLYNESIA
QAT
QATA R
REU
REUNION
ROU
ROMANIA
RUS
RUSSIAN FEDERATION
RWA
RWANDA
SAU
SAUDI ARABIA KINGDOM OF
SCG
SERBIA AND MONTENEGRO
SDN
SUDAN
SEN
SENEGAL
SGP
SINGAPORE
SGS
STH GEORGIA &

STH SANDWICH ISL
SHN
ST HELENA
SJM
SVALBARD & JAN MAYEN
SLB
SOLOMON ISLANDS
SLE
SIERRA LEONE
S LV
EL SALVADOR
SMR
SAN MARINO
SOM
SOMALIA
SPM
ST PIERRE AND MIQUELON
SRB
SERBIA
STP
SAO TOME AND PRINCIPE
SUR
SURINAME
SVK
SLOVAKIA
SVN
SLOVENIA
SWE
SWEDEN
SWZ
SWAZILAND
SYC
SEYCHELLES
SYR
SYRIAN ARAB REPUBLIC
TCA
TURKS AND

CAICOS ISLANDS
TCD
CHAD
TGO
TOGO
THA
THAILAND
TJ K
TAJIKISTAN
TKL
TOKELAU
TKM
TURKMENISTAN
TLS
EAST TIMOR DEMOCRATIC
REP OF
TMP
EAST TIMOR
TON
TONGA
TTO
TRINIDAD & TOBAGO
TUN
TUNISIA
TUR
TURKEY
TUV
TUVALU
TWN
TAIWAN
TZA
TANZANIA UNITED
REPUBLIC OF
UGA
UGANDA
UKR
UKRAINE
UMI
UNITED STATES MINOR
OUTLYING
URY
URUGUAY
USA
UNITED STATES OF
AMERICA
UZB
UZBEKISTAN
VAT
HOLY SEE

(VATICAN CITY STATE)
VCT
ST VINCENT &

THE GRENADINES
VEN
VENEZUELA
VGB
BRITISH VIRGIN ISLANDS
VIR
US VIRGIN ISLANDS
VNM
VIETNAM
VUT
VANUATU
WLF
WALLIS AND FUTUNA
WSM
SAMOA
YEM
YEMEN
YMD
YEMEN DEMOCRATIC
YUG
YUGOSLAVIA SOCIALIST
FED REP
ZAF
SOUTH AFRICA
ZAR
ZAIRE
ZMB
ZAMBIA
ZWE
ZIMBABWE
COUNTRY CODES
Select your country code from the list below and enter it into the password field.