Notice of Annual General Meeting

Notice of
Annual General Meeting
2022

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 web.lumiagm.com/357121228
on Tuesday 25 October 2022 at 10am
(AEST) ('the Meeting').
The Explanatory Notes accompany and form part of this Notice of Annual General Meeting ('Notice').
ITEMS OF BUSINESS
Item 1: Chair, CEO and CFO presentations
Item 2: Financial Statements and Reports
To receive and consider the Company’s Annual Report for the
year ended 26 June 2022, 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, to pass the following advisory
resolution:
“That the Remuneration Report for the year ended 26 June 2022
(as set out in the Directors’ Report) is adopted.”
Item 4: Re-election of Gary Smith as Director
Resolution 2. Re-election of Gary Smith as Director
To consider, and if thought fit, to pass the following resolution as
an ordinary resolution:
“That Mr Gary Smith who retires by rotation in accordance with
ASX Listing Rule 14.4 and Rule 38.6 of the Company’s
Constitution and, being eligible, offers himself for re-election, be
re-elected as a Director of the Company.”
Item 5: Company Incentive Plan
Resolution 3. Company Incentive Plan
To consider, and if thought fit, to pass the following resolution as
an ordinary resolution:
“That for the purposes of ASX Listing Rule 7.2 (exception 13(b))
and for all other purposes, the Shareholders approve the
Company’s Incentive Plan (as defined in the Explanatory Notes to
this Notice), and the issue of securities under the Incentive Plan,
as an exception to ASX Listing Rule 7.1”.
Item 6: Grant of share rights to the Managing
Director & Chief Executive Officer
Resolution 4. Grant of share rights to Mr Daniel Bracken under
the Company’s long term Incentive Plan
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 906,699 share rights to the
Managing Director & Chief Executive Officer of the Company,
Mr Daniel Bracken, and to issue ordinary shares in the Company
on the vesting of those share rights, under the Incentive Plan (as
defined in the Explanatory Notes to this Notice) for FY23 as part
of his long term incentive arrangements, as described in the
Explanatory Notes.”
Resolution 5. Grant of share rights to Mr Daniel Bracken under
the Company’s short term Incentive Plan
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 480,051 share rights to the
Managing Director & Chief Executive Officer of the Company,
Mr Daniel Bracken, and to issue ordinary shares in the Company
on the vesting of those share rights, under the Incentive Plan (as
defined in the Explanatory Notes to this Notice) for FY22 as part
of his short term incentive arrangements, as described in the
Explanatory Notes.”
Item 7: 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 and will have a reasonable
opportunity to participate in the Meeting.
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 Meeting via the live webcast where voting and
questions (written and oral) will be facilitated during the
Meeting
submitting your votes 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
submitting your questions in advance of the Meeting.
Technical difficulties
If there is a technical difficulty affecting any online participants,
the Chair may continue to hold the Meeting and transact
business, including conducting a poll and voting in accordance
with valid proxy instructions. For this reason, the Company
encourages shareholders to lodge a direct vote or directed proxy
by 10am on Sunday 23 October 2022, even if they intend to
participate online.
How to register, participate and vote online for
the Meeting
Registration for the Meeting will open at 9.30am (AEST) on
Tuesday 25 October 2022. Shareholders wishing to participate in
the Meeting may do so via computer or a mobile device at
web.lumiagm.com/357121228
and entering the following details:
Meeting ID: 357121228
Username: Your unique shareholder number
(SRN/HIN/CSN/HRN) which can be found on recent
shareholding statements
Password:
• For Australian security holders: Postcode of registered
holding
• For New Zealand security holders: NZL
• For other 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.
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
(orally and 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 and the Group Executive may be submitted by 10am
(AEST) on Friday 21 October 2022 to investor@michaelhill.com.au.
Questions for the Auditors of the Company may be submitted
until 5pm (AEST) on Tuesday 18 October 2022 to the same email
address. 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 Sunday 23 October 2022.
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 direct voting, using the virtual meeting platform
during the Meeting
by appointing a proxy, corporate representative (if the
shareholder is a corporation), or attorney prior to the
Meeting.
Direct voting prior to the Meeting
Direct votes must be received by the Company’s share registry no
later than 10am (AEST) on Sunday 23 October 2022 to be valid

for the Meeting. Instructions on how to direct vote are available at
www.investorvote.com.au
.
Electronic direct voting during the Meeting
Electronic direct voting will be used at this year’s 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 Sunday 23 October 2022.
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 22 September 2022
• by using a mobile device to scan the personalised QR
code contained in the personalised letter to
shareholders dated 22 September 2022
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 (subject to the voting
restrictions set out below).
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, Resolution 3,
Resolution 4 and Resolution 5 even though those resolutions are
directly or indirectly connected with the remuneration of a
member of the KMP (as defined in the 'Voting Exclusions' item
below).
If you wish to appoint the Chair of the Meeting as your proxy, and
you wish to direct the Chair 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, Resolution 4 and Resolution 5 he or she will not vote
your proxy on that item of business.
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, or a person who is eligible to participate in the
Company’s incentive plan, and you do not direct your proxy how
to vote on Resolution 3, 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 and Resolution 5, 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 Sunday 23
October 2022.
Voting restrictions
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.
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.
Resolution 3 – Company Incentive Plan
Votes may not be cast, and the Company will disregard any votes
cast, on Resolution 3:
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,
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, or

by or on behalf of any person who is eligible to participate in
the Incentive Plan regardless of the capacity in which the
votes are cast, or any associate of any such person.
However, this does not apply to a vote cast in favour of
Resolution 3 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.
Resolution 4 – Grant of share rights to Mr Daniel Bracken
under the Company’s long term Incentive Plan
and
Resolution 5 - Grant of share rights to Mr Daniel Bracken under
the Company’s short term Incentive Plan
The Company will disregard any votes cast in favour of Resolution
4 or Resolution 5:
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 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 or Resolution 5 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.

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 26 June 2022. The Remuneration
Report is set out in the Directors’ Report section of the
Company’s 2022 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 Gary Smith as Director
(Resolution 2)
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.
Gary Smith has held office as a director without re-election since
the Company’s Annual General Meeting in 2019, and will retire
and offer himself for re-election by shareholders at the Meeting.
Mr Smith’s profile follows:
Gary Smith
Independent non-executive director
Chair of Audit and Risk Management Committee
Member of People Development and Remuneration
Committee
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 (having
previously served as Director of the New Zealand registered
company now known as Michael Hill New Zealand Limited which
was listed on the NZX prior to the Company listing on the ASX).
Gary has had extensive Director experience. Current Chairman of
Flight Centre Travel Group Limited, one of Australia’s top 100
public companies, he is also a member of their Audit and
Remuneration sub-committee. He is a Chartered Accountant and
a Fellow of the Australian Institute of Company Directors.
Recommendation
The Board (other than Mr Smith) recommends that shareholders
vote
FOR Resolution 2.
Item 5: Company Incentive Plan (Resolution 3)
Michael Hill International Limited Incentive Plan
The Board approved a long term incentive plan, providing for the
issue of share rights to key employees, on 18 August 2016
('Incentive Plan' or 'Plan'), which was subsequently approved by
the shareholders at the 2016 and 2019 Annual General Meetings.
The purpose of the Company’s Incentive Plan is to:
assist in the reward, retention and motivation of participants
align the interests of participants with the interests of the
Company’s shareholders
promote the long term success of the Company and provide
greater incentive for participants to focus on the Company’s
longer term goals
link the reward of participants to the performance of the
Company and the creation of shareholder value, and
provide participants with the opportunity to share in any
future growth in value of the Company.
The Company will award share rights under the Plan as part of the
Company’s long term incentive remuneration strategy. The Plan is
designed to align the interests of key employees who are eligible
participants with shareholders and to assist the Company in the
attraction, motivation and retention of key employees. In
particular, the Plan provides participants with an incentive for
future performance, thereby encouraging those participants to
remain with the Company and contribute to the future
performance of the Michael Hill Group.
Under the Plan, eligible participants may be granted share rights
for nil consideration (unless otherwise provided by the relevant
offer), which vest if certain vesting conditions are met. Upon
vesting, subject to any exercise conditions, each share right
entitles the participant to one ordinary fully paid share in the
Company (subject to any reconstructions of capital as
contemplated by the Plan).

Shareholder Approval Sought
ASX Listing Rule 7.1 requires a listed company to obtain
shareholder approval prior to the issue of shares or securities
convertible into shares, representing more than 15% of the issued
capital of that company in any rolling 12-month period.
Under ASX Listing Rule 7.2 (exception 13(b)), shareholder approval
under ASX Listing Rule 7.1 is not required for the issue of
securities under an employee incentive scheme if within 3 years
before the issue date, holders of ordinary securities in the
company approve the issue of securities under the scheme as an
exception to ASX Listing Rule 7.1.
Shareholders last approved the issue of securities under the Plan
for the purposes of ASX Listing Rule 7.2 (exception 9(b)), which
was the predecessor to ASX Listing Rule 7.2 (exception 13(b)), and
for all other purposes. at an annual general meeting of the
Company held on 24 October 2019. As the three-year period will
expire on 24 October 2022, the Company seeks to again obtain
shareholder approval to issue share rights under the Plan up to a
nominated maximum amount for a further three year period.
Accordingly, Resolution 3 seeks shareholder's renewed approval
for the adoption of the Plan and the issue of securities under the
Plan as an exception to ASX Listing Rule 7.1, in accordance with
Listing Rule 7.2 (exception 13(b)), and for all other purposes.
If Resolution 3 is passed, the Company will be able to issue share
rights (as equity incentives) under the Plan without impacting on
the Company’s ability to issue up to 15% of its total ordinary
securities without shareholder approval in any 12-month period.
If Resolution 3 is not passed, the Company will not be able to
issue share rights under the Plan to eligible participants without
using the Company's 15% limit under Listing Rule 7.1, effectively
decreasing the number of securities the Company can issue or
agree to issue without obtaining shareholder approval over the 12
month period following any such issue. If approval is obtained, it
will be effective for a period of three years from the date the
resolution is passed.
If and where required, the Company will seek further shareholder
approval in accordance with the Corporations Act and the ASX
Listing Rules prior to issuing any share rights to any other
directors or their associates.
For the purposes of ASX Listing Rule 7.2 (exception 13(b)):
a summary of the key terms of the Plan are set out in
Annexure 1
since shareholders last approved the Plan on 24 October
2019, there have been 6,582,563 share rights issued under
the Plan
the Company proposed to issue up to 25,000,000 share
rights under the Plan in the next three years, and
a voting exclusion statement for Resolution 3 is included in
the Notice that accompanies these Explanatory Notes.
Recommendation
The Board (other than Mr Bracken) recommends that
shareholders vote
FOR Resolution 3.
Item 6: Grant of share rights to the Managing
Director & Chief Executive Officer (Resolution 4
and Resolution 5)
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, being a director of the Company, to acquire equity
securities under the Company's long term Incentive Plan. Under
Resolution 4, approval is sought to grant Mr Bracken 906,699
share rights under the Company's long term Incentive Plan.
The purpose of Resolution 5 is to seek shareholder approval for
Mr Bracken to acquire equity securities under the Company’s
short term Incentive Plan. Under Resolution 5, approval is sought
to grant Mr Bracken 480,051 share rights under the Company’s
short term Incentive Plan.
If Resolution 4 and Resolution 5 is approved by shareholders then,
upon grant of the share rights the subject of those resolutions,
Mr Bracken will have been granted 4,331,046 share rights in total
under the Plan, and the issue of the share rights will not count
towards the Company's placement capacity.
A voting exclusion statement for Resolution 4 and Resolution 5 is
included in the Notice that accompanies these Explanatory
Notes.
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 time periods, performance hurdles
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 time period,
performance hurdles and/or service conditions 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 Mr Daniel Bracken under
the Company’s long term Incentive Plan
In accordance with the requirements of ASX Listing Rule 10.14,
approval is sought to grant 906,699 share rights to the Managing
Director & Chief Executive Officer, Mr Daniel Bracken, pursuant to
the long term Incentive Plan for FY23.
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 are set out
below.
Number of share
rights proposed to
be granted
If shareholder approval is obtained, Mr Bracken will be granted 906,699 share rights under the Company’s Plan
for FY23. 453,350 of share rights are allocated to an earnings per share (‘EPS’) performance hurdle (‘EPS Share
Rights’) and 453,349 of share rights are allocated to a total shareholder return (‘TSR’) performance hurdle (‘TSR
Share Rights’).
The number of EPS Share Rights to be granted (subject to shareholder approval) has been determined by
reference to the maximum value of the proposed grant of EPS Share Rights, being $505,756 divided by $1.1156
(being the face value attributed to an EPS Share Right).
The number of TSR Share Rights to be granted (subject to shareholder approval) has been determined by
reference to the maximum value of the proposed grant of TSR Share Rights, being $505,756 divided by $1.1156
(being the face value attributed to an TSR Share Right).
Performance period
and vesting
The performance period is three years, commencing 27 June 2022 and ending 29 June 2025.
The number of share rights that vest will depend on how well the Company has performed during the
performance period against the relevant performance hurdles. For outstanding performance in relation to each
hurdle, 100% of the relevant 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 all the applicable share rights will
lapse and no share rights can vest. Further information regarding the vesting schedule for each of the TSR and
the EPS hurdle is set out below.
EPS performance
hurdle and vesting
schedule
An EPS test requires the achievement of a minimum CAGR in the Company’s normalised EPS over the testing
period. If the EPS does not reach that minimum rate over the testing period, the EPS Share Rights lapse.
Why EPS?
The EPS hurdle was chosen to ensure alignment between incentivising executives and long term shareholder
value creation and because it reflects the underlying profitability of the business.
Vesting schedule
The table below sets out the percentage of EPS Share Rights subject to the EPS hurdle that can vest depending
on the Company’s EPS performance:
EPS compound annual growth rate (‘CAGR’) % EPS Share Rights vesting
Less than 5% CAGR Nil
Between 5% CAGR to 10% CAGR
20% vesting for each 1% increase in CAGR
performance
Equal to or above 10% CAGR 100%
When determining normalised EPS for LTI purposes, statutory earnings is adopted as the base and the Board will
adjust for any unusual items.
TSR performance
hurdles and vesting
schedule
An absolute 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 TSR 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 TSR Share Rights subject to the TSR hurdle that can vest depending
on the Company’s TSR performance:
TSR compound annual growth rate (‘CAGR’) % TSR Share Rights vesting
Less than 10% CAGR Nil
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.
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
schedules 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.
Resolution 5: Grant of share rights to Mr Daniel Bracken under
the Company’s short term Incentive Plan
In accordance with the requirements of ASX Listing Rule 10.14,
approval is sought to grant 480,051 share rights to the Managing
Director & Chief Executive Officer, Mr Daniel Bracken, pursuant to
the short term Incentive Plan for FY22. This proposed grant
relates to the achievement of certain EBIT outperformance
hurdles under Mr Bracken’s short term incentive arrangements.
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
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 are set out
below.
Number of share
rights proposed to
be granted
If shareholder approval is obtained, Mr Bracken will be granted 480,051 share rights under the Company’s short
term Incentive Plan for FY22 (“STI Share Rights”).
The number of STI Share Rights to be granted (subject to shareholder approval) has been determined by
reference to the maximum value of the proposed grant of STI Share Rights, being $535,544, divided by $1.1156
(being the face value attributed to a STI Share Right).
Time period and
vesting
The vesting period is one year, commencing 27 June 2022 and ending 25 June 2023.
There are no performance hurdles or continuous service conditions attached to the STI Share Rights.
Allocation of shares
following vesting
Following vesting, share rights will convert to fully paid ordinary shares on a one for one basis.

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 one year 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:
$1,064,750 as Total Fixed Compensation (inclusive of
superannuation)
$979,570 as his maximum short term incentive opportunity,
comprising of an on-target component ($489,785) and an
outperformance component ($489,785)
$1,011,513 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 and was appointed
Managing Director & CEO in June 2021. As part of his previous
Chief Executive Officer remuneration package, he was 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,
(together, the ‘CEO Share Rights’).
Mr Bracken was also granted 634,081 share rights under the
Company’s Plan for FY22 as part of his remuneration package as
Managing Director & Chief Executive Officer.
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, and for all share rights issued since Mr Bracken’s
appointment as a director of the Company, with a statement that
approval for the issue was obtained under ASX Listing Rule 10.14.
At the date of this Notice, 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 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 long term Incentive Plan for FY23 and under the short
term Incentive 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.
The Board (other than Mr Bracken) recommends that
shareholders vote FOR Resolution 5.

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
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
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 ASX 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 ASX 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 (where a performance period is
applicable), 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:
ACN 610 937 598
For your vote to be effective it must be
received by 10am (AEST) Sunday, 23
October 2022.
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: 181464
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.
291097_0_COSMOS_Sample_Proxy/000001/000001/i

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.
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/357121228 on Tuesday, 25 October 2022 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
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 1Remuneration Report
Resolution 2Re-election of Gary Smith as Director
Resolution 3Company Incentive Plan
Resolution 4Grant of share rights to Mr Daniel Bracken under the Company’s long term Incentive Plan
Resolution 5Grant of share rights to Mr Daniel Bracken under the Company’s short term Incentive Plan
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,
3, 4 and 5 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 3, 4 and 5 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, 3, 4 and 5 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.
MHJ

Online Meeting Guide
Attending the meeting virtually
Those attending online will be able to view a live webcast of the meeting. Shareholders and 3rd party proxies
can ask questions and submit votes in real time.

To participate online visit web.lumiagm.com/357121228 on your smartphone, tablet or computer.
You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible
To log in, you must have the following information:
Meeting ID: 357-121-228
Username
Password
Australian residents
(SRN or HIN)
(postcode of your
. registered address)
Michael Hill International Ltd 2022 AGM
Username
Password
Overseas residents
(SRN or HIN)
(three-character country code)
. e.g. New Zealand - NZL; United
. Kingdom - GBR; United States
. of America - USA; Canada - CAN
Appointed Proxies
To receive your unique username and
password, please contact
Computershare on +61 3 9415 4024. .
Guests
To register as a guest, you will need to
enter your name and email address.
Participating at the meeting
1
To participate in the meeting, you will
be required to enter the unique 9-digit
Meeting ID as provided above.
2
To proceed into the meeting, you will
need to read and accept the Terms and
Conditions
25th OCT 2022, 10:00 AEST

SRN or HIN
Postcode or Country code
Guest
Securityholder or Proxy
SRN or HIN
Postcode or Country code
Guest
Securityholder or Proxy
Guest
Securityholder or Proxy
On a desktop/laptop device the webcast will
appear at the side automatically.
On a mobile device, select the broadcast icon at
the bottom of the screen to watch the webcast.
3
Select the relevant log in option to represent yourself in the meeting.
Note that only shareholders and proxies can vote and ask questions in the meeting.
To register as a shareholder,
select ‘Securityholder or Proxy’
and enter your SRN or HIN and
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.
To register as a guest,
select ‘Guest’ and enter your
name and email address.
4
Once logged in, you will see the home page,
which displays the meeting title and instructions.
5

Desktop/laptop users can watch the webcast full
screen, by selecting the full screen icon.
To reduce the webcast to its original size, select
the X at the top of the broadcast window.
For shareholders and appointed proxies only.
To ask a written question tap on the messaging
icon, type your question in the chat box at the
top of the screen and select the send icon.
Confirmation that your message has been
received will appear.
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
For shareholders and appointed proxies only.
When the Chair declares the poll open:
There is no need to press a submit or send button.
Your vote is automatically counted.
Votes may be changed up to the time the Chair
closes the poll.
67
During the meeting, mobile users can minimise
the webcast at any time by selecting the arrow
by the broadcast icon. You will still be able to
hear the meeting. Selecting the broadcast icon
again will reopen the webcast.
89

Home tab - Displays meeting instructions and audio questions link
Messaging tab - Submit written questions or comments
Voting tab - View and select voting options. Only visible once the chair opens voting
Documents tab - View documents relating to the meeting, if available
Click "Request to speak" at the bottom of the
broadcast window.
Enter the requested details
Click “Submit Request”
Follow the audio prompts to connect
For shareholders and appointed proxies only.
To ask a question verbally:
You will hear the meeting while you wait to ask
your question.
For shareholders and appointed proxies only.
Questions sent via the Lumi platform may be
moderated before being sent to the Chair. This is
to avoid repetition and remove any inappropriate
language.
A copy of your sent questions, along with any
written responses from the meeting team, can be
viewed by "selecting my messages".
1011
Icon descriptions

Country Codes
For overseas shareholders, select your country code from the list below and enter it into the password field.
ABW
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AND
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ASM
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Lao Pdr

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