Notice Of Annual General Meeting/Proxy Form

Notice of
Annual General Meeting
Notice is given that the Annual General Meeting of Shareholders of Michael Hill International Limited ACN 610 937 598 (‘Company’) will be
held as a virtual meeting online at https://web.lumiagm.com/380034252 on Tuesday 14 November 2023 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
2 July 2023, comprising the Financial Report, Directors’ Report and the
Auditor’s Report.
Item 3: Remuneration Report
Resolution 1. Adoption of Remuneration Report
To consider and, if thought fit, to pass the following advisory resolution:
“That the Remuneration Report for the year ended 2 July 2023 (as set out
in the Directors’ Report) is adopted.”
Item 4: Re-election of Robert Fyfe as Director
Resolution 2. Re-election of Robert Fyfe as Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
“That Mr Robert Fyfe who retires by rotation in accordance with ASX
Listing Rule 14.4 and Rule 38.6 of the Company’s Constitution and, being
eligible, offers himself for re-election, be re-elected as a Director of the
Company.”
Item 5: Re-election of Jacqueline Naylor as Director
Resolution 3. Re-election of Jacqueline Naylor as Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
“That Ms Jacqueline Naylor 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 re-elected as a Director of
the Company.”
Item 6: Re-election of David Whittle as Director
Resolution 4. Re-election of David Whittle as Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
“That Mr David Whittle (appointed as a Director of the Company on 2
August 2023), in accordance with ASX Listing Rule 14.4 and Rule 36.2 of
the Company’s Constitution and, being eligible, offers himself for re-
election, be re-elected as a Director of the Company.”
Item 7: Company Equity Incentive Plan
Resolution 5. Approval of Company Equity 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 Equity
Incentive Plan (as defined in the Explanatory Notes to this Notice), and
the issue of securities under the Equity Incentive Plan, as an exception to
ASX Listing Rule 7.1”.
Item 8: Increase to Non-Executive Director Remuneration
Pool
Resolution 6. Approval of Increase to Non-Executive Director
Remuneration Pool
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:
That, for the purposes of ASX Listing Rule 10.17 and Rule 39.5 of the
Company's Constitution, the maximum aggregate annual Directors' fees
that may be paid by the Company to the Non-Executive Directors be
increased from $840,000 per annum to $1,200,000 per annum.
Item 9: Grant of share rights to the Managing Director &
Chief Executive Officer
Resolution 7. Approval of grant of share rights to Mr Daniel Bracken
under the Company’s Equity 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 1,123,592 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 Equity Incentive Plan (as defined in the

Explanatory Notes to this Notice) for FY24 as part of his long-term
incentive arrangements, as described in the Explanatory Notes.”
Item 10: 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 (AEST) on Sunday 12 November 2023,
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 14
November 2023. Shareholders wishing to participate in the Meeting may
do so via computer or a mobile device at
https://web.lumiagm.com/380034252 and entering the following details:
Meeting ID: 380-034-252
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 participation 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 the Company’s share
registry 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 10 November 2023 to investor@michaelhill.com.au. Questions for
the Auditors of the Company may be submitted until 5pm (AEST) on
Tuesday 7 November 2023 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 10am (AEST) on
Sunday 12 November 2023.
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 12 November 2023 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 12 November 2023.
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 11 October 2023
 by using a mobile device to scan the personalised QR code
contained in the personalised letter to shareholders dated 11
October 2023
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 5, Resolution 6 and Resolution 7 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
5, Resolution 6 and Resolution 7 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 7, 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 12 November 2023.
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 – Adoption of 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 5 – Approval of Company Equity Incentive Plan
Votes may not be cast, and the Company will disregard any votes cast, on
Resolution 5:
by or on behalf of any member of the KMP (and their closely related
parties) as a proxy if his or her appointment does not specify the
way in which the proxy is to vote, or
by or on behalf of any person who is eligible to participate in the
Equity 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 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.
Resolution 6 – Approval of Increase to Non-Executive Director
Remuneration Pool
Votes may not be cast, and the Company will disregard any votes cast, on
Resolution 6 by or on behalf of:
any Director of the Company or their associates, regardless of the
capacity in which the votes are cast; or
by or on behalf of 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.
However, this does not apply to a vote cast in favour of the Resolution 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 as 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
directions given by the beneficiary to the holder to vote in that
way.
Resolution 7 – Approval of grant of share rights to Mr Daniel Bracken
under the Company’s Equity Incentive Plan
The Company will disregard any votes cast in favour of Resolution 7:
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
Equity Incentive Plan or any of their associates, regardless of the
capacity in which those votes are cast, or
by any member of the KMP (and their closely related parties) as a
proxy 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 7:
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 2 July 2023. The Remuneration Report is set out in the
Directors’ Report section of the Company’s 2023 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 Robert Fyfe 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.
Robert Fyfe has held office as a Director without re-election since the
Company’s Annual General Meeting in 2020, and will retire and offer
himself for re-election by shareholders at the Meeting.
Mr Fyfe’s profile follows:
Robert Fyfe
Robert 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 6 January 2014 (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).
Independent Non-Executive Director
Member of the Board since 9 June 2016
Chair of the Board since 3 June 2021
Member, People Development & Remuneration Committee
Member, Audit & Risk Management Committee
Robert served as CEO of Air New Zealand between 2005 and 2012, a
period that saw a resurgence in Air New Zealand to become one of the
most recognised and awarded airlines in the world and one of the best
performers in a tough industry. Prior to Air New Zealand, Rob had gained
extensive general management experience in various retail businesses
operating in New Zealand, Australia and Great Britain. Rob is also an
independent Non-Executive Director of Air Canada.
Recommendation
The Board (other than Mr Fyfe) recommends that shareholders vote FOR
Resolution 2.
Item 5: Re-election of Jaqueline Naylor as Director
(Resolution 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.
Jacqueline Naylor has held office as a Director without re-election since
the Company’s Annual General Meeting in 2020, and will retire and offer
herself for re-election by shareholders at the Meeting.
Ms Naylor’s profile follows:
Jacqueline Naylor
 Independent Non-Executive Director
 Member of the Board since 15 July 2020
 Member, Audit & Risk Management Committee
Jacqueline is a highly regarded Australian retail leader with over thirty
years’ executive and board experience in retail, fashion and eCommerce.
She is currently an independent Non-Executive Director of Myer and
Cambridge Clothing and was previously a Director of PAS Group, Macpac
and the Virgin Australia Melbourne Fashion Festival. This follows an
extensive career as a retail executive (and later an Executive Director) at
the Just Group, where Jacqueline oversaw merchandising, marketing and
brand strategies across a portfolio of 800 stores.
Recommendation
The Board (other than Ms Naylor) recommends that shareholders vote
FOR Resolution 3.

Item 6: Re-election of David Whittle as Director (Resolution
4)
Rule 36.2 of the Company’s Constitution requires a Director who is
appointed by the Board to retire at the next Annual General Meeting
following their appointment. David Whittle was appointed as a Director in
the period since the 2022 Annual General Meeting, and will retire and
offer himself for re-election by shareholders at the Meeting.
Mr Whittle’s profile follows:
David Whittle
 Independent Non-Executive Director
 Member of the Board since 2 August 2023
David has considerable brand, data, technology, omni-channel retail and
digital transformation experience. He is a Founder of Lexer, a global
software company helping brands and retailers genuinely understand and
engage their customers. In 2015, David became the youngest ASX 200
Non-Executive Director when he joined the board of Myer. Previously,
David spent 10 years with global advertising group M&C Saatchi in a
number of local and international leadership roles, culminating in three
years as Managing Director in Australia. Prior to joining M&C Saatchi,
David was the first employee of a marketing services group that built four
digital service and software businesses. David has a Bachelor of Arts and a
Bachelor of Commerce from Deakin University.
Recommendation
The Board (other than Mr Whittle) recommends that shareholders vote
FOR Resolution 4.
Item 7: Company Equity Incentive Plan (Resolution 5)
Michael Hill International Limited Equity Incentive Plan
The Company has established a new incentive plan named the ‘Equity
Incentive Plan’ (‘Equity Incentive Plan’ or ‘Plan’). A summary of the terms
of the Equity Incentive Plan is set out in Annexure 1.
It is noted that the Company has previously operated an employee
incentive plan named the ‘Incentive Plan’ which was last approved by the
shareholders at the 2022 Annual General Meeting.
The Board has decided to establish the new Equity Incentive Plan to
(among other things) address significant changes to the Corporations Act
regarding ‘employee share schemes’.
The new employee share scheme regime under Division 1A of Part 7.12 of
the Corporations Act ('ESS Legislation') took effect to replace and expand
the previous relief provided by ASIC Class Order 14/1000. The ESS
Legislation was introduced to make it easier for companies to access
‘regulatory relief’ from the Corporations Act restrictions on hawking and
advertising and disclosure requirements, and the design and distribution
obligations, with a streamlined set of disclosure requirements applying to
employee share schemes.
Subject to the approval of this Resolution 5, the Company intends to
cease using the old Incentive Plan and commence using the new Equity
Incentive Plan as the framework terms and conditions under which the
Company will grant share rights 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.
Given that the Board has approved the new Plan, and no longer intends
to make offers under the old Incentive Plan, the Company seeks
shareholder approval so that the issue of any equity securities under the
new Plan will be excluded in calculating the Company’s 15% limit for the
purposes of ASX Listing Rule 7.1 (subject to the maximum cap described
below).
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 the 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.
If Resolution 5 is passed, the Company will be able to issue share rights
and shares (as equity securities) under the new Plan during the next 3-
year period 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 approval is obtained, it will be effective for 3 years
from the date the resolution is passed.
If Resolution 5 is not passed, the Company will not be able to issue
securities under the Plan to eligible participants without using the
Company’s 15% limit under ASX 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). Alternatively, the Company may also elect to make offers
under the old Incentive Plan, as last approved by shareholders at an
annual general meeting of the Company held on 25 October 2022.
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.
Pursuant to and in accordance with ASX Listing Rule 7.2 (Exception 13(b)),
the following information is provided in relation to this Resolution 5:
a summary of the key terms of the Plan are set out in Annexure 1;
no share rights or other securities have yet been issued under the
Plan;
the maximum number of securities which may be issued as an
exclusion to calculating the Company’s 15% limit for the purposes of
ASX Listing Rule 7.1 is 57,693,594. The maximum number is not
intended to be a prediction of the actual number of securities to be
issued by the Company under the Plan; and
a voting exclusion statement for Resolution 5 is included in the
Notice that accompanies those Explanatory Notes.

Recommendation
The Board (other than Mr Bracken) recommends that shareholders vote
FOR Resolution 5.
Item 8: Increase to Non-Executive Director Remuneration
Pool (Resolution 6)
Under rule 39.5 of the Company's Constitution and in accordance with
Listing Rule 10.17, the maximum aggregate amount payable as
remuneration to Non-Executive Directors in any financial year may not
exceed an amount determined by shareholders from time to time in
general meeting ('Fee Pool').
The current Fee Pool of $840,000 was approved in 2016 by the
Company's sole shareholder at the time.
Shareholder approval is being sought to increase the Fee Pool by
$360,000 from $840,000 to $1,200,000 per annum. In accordance with
ASX Listing Rule 10.17, the Fee Pool is inclusive of superannuation
contributions made by the Company for the benefit of Non-Executive
Directors and any fees which a Non-Executive Director agrees to sacrifice
on a pre-tax basis.
The Board is seeking shareholder approval to increase the Fee Pool for
the following reasons:
to enable the Company to maintain remuneration arrangements
that are market-competitive, so it can attract and retain high calibre
individuals as Non-Executive Directors;
to ensure the Fee Pool can accommodate payment of fees to any
additional Non-Executive Directors appointed to the Board
(including the recent appointment of Mr David Whittle), if and when
required; and
to provide for Non-Executive Directors' fees to grow in the future to
reflect market trends.
The fees payable to Non-Executive Directors are reviewed from time to
time by the People Development and Remuneration Committee.
Although an increase in the Fee Pool is being sought, it does not imply
that the full amount will be used. Also, it is emphasised that the Fee Pool
is a maximum annual limit and does not indicate that fees will necessarily
be increased accordingly to that limit. Full details of the remuneration
arrangements applicable to Non-Executive Directors will be set out in the
Company's annual Remuneration Report, which must be submitted for
adoption by resolution of shareholders at every Annual General Meeting.
For the purposes of ASX Listing Rule 10.17, the following information is
provided about Resolution 6:
the amount of the increase: $360,000 per annum
the maximum aggregate amount of Director's fees that may be paid
to all of the Company's Non-Executive Directors: $1,200,000 per
annum
no securities have been issued to any Non-Executive Director under
Listing Rule 10.11 or 10.14 with the Company's shareholders'
approval within the last 3 years.
Recommendation
As the Non-Executive Directors have an interest in the outcome of
Resolution 6, the Board does not believe it is appropriate to make a
recommendation to shareholders as to how to vote in relation to this
Resolution.
Item 9: Grant of share rights to the Managing Director &
Chief Executive Officer (Resolution 7)
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 7 is to seek shareholder approval for Mr
Bracken, being a Director of the Company, to acquire equity securities
under the Company's Equity Incentive Plan. Under Resolution 7, approval
is sought to grant Mr Bracken 1,123,592 share rights under the
Company's Equity Incentive Plan.
If Resolution 7 is approved by shareholders, the Company will be able to
grant the share rights the subject of that resolution to Mr Bracken under
the Equity Incentive Plan, and the issue of the share rights will not count
towards the Company's placement capacity.
A voting exclusion statement for Resolution 7 is included in the Notice
that accompanies these Explanatory Notes.
Information required by ASX Listing Rule 10.14
In accordance with the requirements of ASX Listing Rule 10.14, approval is
sought to grant 1,123,592 share rights to the Managing Director & Chief
Executive Officer, Mr Daniel Bracken, pursuant to the Equity Incentive
Plan for FY24.
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.
Share rights have been chosen by the Board to reward and attract
executive talent because they create alignment with the interests of
shareholders. In addition, share rights are simple to understand, likely to
be highly valued by executives (and therefore retentive and incentivising)
and are designed to attract, retain and reward high performance.
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 1,123,592 share rights under the Company’s Plan for FY24. 50%
of share rights are allocated to an earnings per share (‘EPS’) performance hurdle (‘EPS Share Rights’) and 50% 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 $530,391.60 divided by $0.9441 (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 $530,391.60 divided by $0.9441 (being the face value
attributed to an TSR Share Right).
Performance period and
vesting
The performance period is three years, commencing 2 July 2023 and ending the date that is the end of the Company’s 2026
financial year.
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 of 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 and 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 and 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
be automatically exercised into an equivalent number of fully paid ordinary shares 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 deliver shares upon vesting and automatic exercise may be satisfied by issuing new shares,
acquiring shares on-market or off-market or by transferring and/or allocating 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:
$1,116,613 as Total Fixed Compensation (inclusive of
superannuation)
$1,027,284 as his maximum short term incentive opportunity,
comprising of an on-target component ($513,642) and an
outperformance component ($513,642)
$1,060,783.20 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
No securities have yet been issued under the Equity Incentive Plan.
It is noted that share rights have previously been granted to Mr Bracken
under the Company’s old Incentive Plan which was last approved by the
shareholders at the 2022 Annual General Meeting.
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 as follows:
110,018 share rights for FY19
142,459 share rights for FY20, and
2,057,738 share rights for FY21.
Since being appointed as a Director of the Company, Mr Bracken has
been granted an additional 2,020,831 share rights under the Company's
Plan as part of his remuneration package as Managing Director & Chief
Executive Officer for FY22 and FY23 as follows:
1,114,132 share rights under the Company’s Plan in FY22; and
906,699 share rights under the Company’s Plan for FY23.
Details of any share rights and any subsequent issue of fully paid ordinary
shares under the Plan will be published in the Company’s annual report
relating to the period in which they were issued. A statement will also be
included in the Company's annual report that approval for the issue was
obtained under ASX Listing Rule 10.14 for all share rights granted to Mr
Bracken since his appointment as a Director of the Company.
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 Resolution 7 is approved and who were not named in the
Notice will not participate until approval is obtained under that rule.
If Resolution 7 is approved by shareholders then, upon grant of the share
rights the subject of that resolution, the issue of the share rights to Mr
Bracken (and their conversion into fully paid ordinary shares in
accordance with the terms of the Plan) will not count towards the
Company's 15% issue capacity under ASX Listing Rule 7.1. If Resolution 7
is not passed, the Company will not be able to proceed with the issue of
shares to Mr Bracken and the Board will consider alternative
performance-based incentive remuneration arrangements, with
particular regard to the Company’s executive remuneration policy and
framework, and strategic and operational imperatives.
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
Equity Incentive Plan for FY24 (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 7.

ANNEXURE 1: SUMMARY OF THE PLAN RULES
The key terms of the Plan are set out below.
Eligible participants
The following persons may be invited to participate in the Plan:
an Executive Director of the Company or an ‘associated
entity’ (as defined in the Corporations Act) of the Company
(together ‘the Group’)
an employee of any Group company
an individual who provides services to any Group company,
or
a prospective participant to whom the above criteria may
apply.
Non-Executive Directors of the Company are not eligible to
participate in the Plan.
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.
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.
The Board has the discretion to set the terms and conditions
(including but not limited to conditions in relation to vesting,
exercise, cash settlement, forfeiture, and disposal restrictions)
on which it will make invitations under and in accordance with
the Plan and may set different terms and conditions which apply
to different participants.
The Board also has the discretion to waive vesting, exercise,
forfeiture or disposal conditions in relation to a particular
participant or in relation to participants generally.
Type of securities
The Plan provides the Board with the ability to grant share rights,
subject to the terms of individual offers.
Share rights are an entitlement to receive Shares upon the
satisfaction (or waiver) of the applicable vesting and/or exercise
conditions and payment of any applicable exercise price (which
may, for the avoidance of doubt, be nil). If expressly permitted in
the relevant invitation, a share right may also be settled with a
cash equivalent payment (‘Cash Settled’) at the discretion of the
Board.
Unless otherwise determined by the Board, no consideration is
required to be paid by the participant in respect of the grant of a
share right under the Plan.
The Board has the discretion to determine the number or value
of share rights to be granted.

Key terms
Voting and dividends
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.
Shares delivered to (or on behalf of) a participant upon vesting
and exercise of a share right will carry dividend and voting rights.
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
The Board has the discretion to determine the vesting conditions
(if any) that must be met before a share right will vest.
A share right will vest once all vesting conditions (specified in the
invitation related to the share right) have been satisfied (or
waived) and a vesting notice in respect of that share right is
given by the Company 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 (or is deemed to have 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 manner in which a share right may be exercised (including
whether that share right will be automatically or manually

exercised) as well as whether or not that share right may be Cash
Settled will be specified by the Board in the relevant invitation.
Resulting shares
Upon exercise, the Company will (subject to the terms of the
invitation) issue, acquire on or off market and transfer, and/or
allocate shares from within an employee share trust or other
trust or custodian arrangement established by the Company, to
(or on behalf of) the participant the number of shares to which
that participant is entitled (‘Resulting Shares’).
If specifically permitted to do so in an invitation to a participant,
the Board may determine to Cash Settle exercised share rights
with a cash equivalent payment.
Resulting Shares issued will rank equally with all other shares on
issue in that class (except as regards to any rights attaching to
such other shares by reference to a record date prior to their
allocation or transfer). If the class of shares are listed on the ASX,
the Company will apply for quotation of the shares issued upon
exercise.
The Board may, at its discretion, impose disposal restrictions in
an invitation in respect of any Resulting Shares. The Board may
also implement any procedures it deems appropriate to ensure a
participant’s compliance with applicable disposal restrictions in
respect of Resulting Shares. This may include imposing a holding
lock on relevant Resulting Shares or procuring that a trustee hold
the relevant Resulting Shares for part or all of the applicable
disposal restriction period.
Any dealing in Resulting Shares is also subject to the Company’s
Securities Trading Policy.
Cessation of employment
If a participant ceases employment with the Company, the
treatment of their share rights (both vested and unvested) will
depend on the circumstances of cessation.
For example, where the participant ceases employment due to
resignation or termination for cause, they will be entitled to
retain their vested and unexercised share rights but will forfeit
all of their unvested share rights, unless the Board determines a
different treatment.
In other cases, such as a redundancy or bona fide retirement, the
participant will be entitled to retain their vested and unexercised
share rights, and their unvested share rights. Any unvested share
rights will be retained on a pro rata basis (based on the
proportion of the vesting period in relation to those Share Rights
that will have elapsed on the date the Participant became a
Good Leaver (as determined by the Board acting reasonably)). In
addition, any vesting conditions applicable to the participant’s
unvested share rights will automatically be waived, unless the
Board determines a different treatment.
Malus and Claw-back
In the event of fraud, dishonesty or a wilful breach of a
participant’s obligations to any member of the Group, the Board
may deal with, or take any actions it considers appropriate, in
respect of the participant’s share rights, Resulting Shares or
proceeds of any Cash Settlement (if applicable) as to ensure no
unfair benefit is obtained by the participant. Such actions may
include deeming shares rights or Resulting Shares be forfeited, or
requiring the participant to repay all or part of the new proceeds
of sale of any Resulting Shares.
Corporate activity
If a ‘change of control event’ occurs, some or all of the share
rights will be vested (such number to be determined by the
Board having regard to the proportion of the performance
period elapsed up to the date of the relevant change of control
event’). The Board will then have discretion in respect of the
remaining unvested share rights (including, without limitation,
whether to also vest or to forfeit those share rights).
The Board also has the discretion to lift (or not lift) any
applicable disposal restrictions on share rights or Resulting
Shares.
A change of control event includes (without limitation):
in connection with a scheme of arrangement which will,
upon becoming effective, result in a person (either alone or
together with associates) owning more than 50% of the
issued capital of the Company (but does not include a
scheme which does not involve a change in ultimate
beneficial ownership of the Company)
where a person becomes the legal or beneficial owner of,
or has a relevant interest in, more than 50% of the issued
capital of the Company
where a person becomes entitled to acquire, hold or has an
equitable interest in more than 50% of the issued capital of
the Company
where a takeover bid is made, the takeover becomes
unconditional and the bidder (together with its associates)
has a relevant interest in more than 50% of the issued
capital of the Company
a resolution is passed for the voluntary winding-up of the
Company
the shares cease, or will cease, to be quoted on any
securities exchange, or
any other event determined by the Board in good faith to
constitute a ‘Change of Control Event’ for the purposes of
the Plan.
Discretions
Under the Plan, the Board has both broad and specific
discretions available to it when administering the Plan and the
share rights granted under it and may exercise those discretions
in relation to a particular participant or in relation to participants
generally.
These discretions include (without limitation) the ability:
to waive in whole or in part any terms and conditions of
the Plan insofar as they apply to any share rights or

Resulting Shares (including any vesting conditions or any
restrictions on dealing) applicable to those share rights or
Resulting Shares
to waive, amend or replace any vesting condition or
exercise condition attaching to a share right if it considers
that the original condition is no longer appropriate or
applicable, provided that either (a) the relevant
participants’ interests are not materially prejudiced or
advantaged relative to the position reasonably anticipated
at the time of grant or (b) in the context of a material
transaction undertaken by the Group, that the waiver,
amendment or replacement is reasonable to the relevant
participant given the circumstances of the Company and
the circumstances of the participant
where the Company divests a business or subsidiary
designated by the Board as ‘material’, to make special rules
in good faith that apply to some or all of a participant’s
share rights (including to vary vesting conditions or exercise
conditions and/or deem that a participant remains
employed or engaged by the Group notwithstanding that
they may not be at the relevant time, and
prior to the delivery of Resulting Shares to a participant
upon exercise of share rights issued under the Plan, to
grant additional share rights or make any adjustments it
considers appropriate to the terms of the share rights in
order to minimise or eliminate any material advantage or
disadvantage to a participant resulting from a corporate
action or capital reconstruction in relation to the Company.
The Plan includes standard provisions to deal with bonus issues,
rights issues, capital reorganisations and other corporate actions.
Trust or custodian arrangement
The Company may establish, administer, operate and fund an
employee share trust, custodian or other trust arrangement
(‘Trust’) for the purposes of holding and/or delivering shares
under the Plan.
Participants that have shares held in a Trust on an allocated basis
are entitled to dividends paid on those shares and are also
entitled to instruct the trustee how to exercise voting attaching
to those shares.
Plan administration
The Plan will be administered by the Board. The Plan also has
customary and usual terms having regard to Australian law for
dealing with the variation and termination of the
Plan.Corporations Act Relief
It is intended that offers of share rights and issues of securities
under the Plan will be made under Part 7.12, Division 1A
(Employee share schemes) of the Corporations Act ('ESS
Legislation'), which currently governs employee incentive
schemes of listed companies.
The ESS Legislation provides holistic regulatory relief (including
relief from disclosure document requirements, licensing,
hawking and other incidental matters) provided that the
conditions specified in the ESS Legislation are satisfied.
The Board also has the discretion to set out in a participant’s
invitation such terms, conditions or information as the Board
considers necessary for the purpose of complying with the
requirements of the ESS Legislation.

SAMPLE
ONLY
SRN/HIN: I9999999999
MHJ
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
ACN 610 937 598
XX
For your vote to be effective it must be
received by 10am (AEST) Sunday, 12
November 2023.
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/au and select "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.
Samples/000001/000003/i12
*M00000112Q03*

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.
I ND
M H J3 0 1 6 2 7 A
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
https://web.lumiagm.com/380034252 on Tuesday, 14 November 2023 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 1Adoption of Remuneration Report
Resolution 2Re-election of Robert Fyfe as Director
Resolution 3Re-election of Jaqueline Naylor as Director
Resolution 4Re-election of David Whittle as Director
Resolution 5Approval of Company Equity Incentive Plan
Resolution 6Approval of increase to Non-Executive Director Remuneration Pool
Resolution 7Approval of grant of share rights to Mr Daniel Bracken under the Company’s Equity 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,
5, 6 and 7 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 5, 6 and 7 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, 5, 6 and 7 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.

ENGLISH
ACCEPT
DECLINE
Those attending online will be able to view a live webcast of the meeting.
Shareholders and proxyholders can ask questions and submit votes in real time.

To participate online, visit https://web.lumiagm.com/380034252 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
Attending the meeting virtually
To log in, you may require the following information:
Meeting ID: 380-034-252
Username
(SRN or HIN)
Password
(*) Your SRN / HIN can be
located on your proxy form.
Australian residents
(postcode of your
. registered address)
Michael Hill International Ltd 2023 AGM
Username
(SRN or HIN)
Password
A full list of country codes can be
found at the end of this guide.
Overseas residents
(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 Investor Services Pty
Limited 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, follow the
direct link at the top of the page.
Alternatively, visit web.lumiagm.com
and enter the unique 9-digit Meeting ID,
provided above.
2
To proceed into the meeting, you will
need to read and accept the Terms and
Conditions.
14 NOV 2023, 10:00 AEST
Scan to join the meeting

Guest
Securityholder or Proxy
SRN or HIN
Postcode or Country code
LOGIN
ENGLISH
CANCEL
CONTINUE
SRN or HIN
Postcode or Country code
Guest
Securityholder or Proxy
ENGLISH
CONTINUE
CANCEL
ENGLISH
Guest
Securityholder or Proxy
CONTINUE
CANCEL
ENGLISH
CONTINUE
CANCEL
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
LOGIN

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
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 on the 'Request to speak' button at the
bottom of the broadcast window
Confirm your details
Click 'Submit Request'
Follow the instructions on screen to connect
For shareholders and appointed proxies only.
To ask a question orally:
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
Need help?
If you require any help using this system prior to or during the Meeting,
please call +612 8075 0100 so we can assist you.

Country Codes
For overseas shareholders, select your country code from the list below and enter it into the password field.
ABW
AFG
AGO
AIA
ALA
ALB
AND
ANT
ARE
ARG
ARM
ASM
ATA
ATF
ATG
AUS
AUT
AZE
BDI
BEL
BEN
BFA
BGD
BGR
BHR
BHS
BIH
BLM
BLR
BLZ
BMU
BOL
BRA
BRB
BRN
BTN
BUR
BVT
BWA
CAF
CAN
CCK
CHE
CHL
CHN
CIV
CMR
COD
COK
COL
COM
CPV
CRI
CUB
CYM
CYP
CXR
CZE
DEU
DJI
DMA
DNK

Aruba
Afghanistan
Angola
Anguilla
Aland Islands
Albania
Andorra
Netherlands Antilles
United Arab Emirates
Argentina
Armenia
American Samoa
Antarctica
French Southern
Antigua & Barbuda
Australia
Austria
Azerbaijan
Burundi
Belgium
Benin
Burkina Faso
Bangladesh
Bulgaria
Bahrain
Bahamas
Bosnia & Herzegovina
St Barthelemy
Belarus
Belize
Bermuda
Bolivia
Brazil
Barbados
Brunei Darussalam
Bhutan
Burma
Bouvet Island
Botswana
Central African Republic
Canada
Cocos (Keeling) Islands
Switzerland
Chile
China
Cote D’ivoire
Cameroon
Democratic Republic of Congo
Cook Islands
Colombia
Comoros
Cape Verde
Costa Rica
Cuba
Cayman Islands
Cyprus
Christmas Island
Czech Republic
Germany
Djibouti
Dominica
Denmark

DOM
DZA
ECU
EGY
ERI
ESH
ESP
EST
ETH
FIN
FJI
FLK
FRA
FRO
FSM
GAB
GBR
GEO
GGY
GHA
GIB
GIN
GLP
GMB
GNB
GNQ
GRC
GRD
GRL
GTM
GUF
GUM
GUY
HKG
HMD
HND
HRV
HTI
HUN
IDN
IMN
IND
IOT
IRL
IRN
IRQ
ISL
ISM
ISR
ITA
JAM
JEY
JOR
JPN
KAZ
KEN
KGZ
KHM
KIR
KNA
KOR
KWT

Dominican Republic
Algeria
Ecuador
Egypt
Eritrea
Western Sahara
Spain
Estonia
Ethiopia
Finland
Fiji
Falkland Islands (Malvinas)
France
Faroe Islands
Micronesia
Gabon
United Kingdom
Georgia
Guernsey
Ghana
Gibraltar
Guinea
Guadeloupe
Gambia
Guinea-Bissau
Equatorial Guinea
Greece
Grenada
Greenland
Guatemala
French Guiana
Guam
Guyana
Hong Kong
Heard & McDonald Islands
Honduras
Croatia
Haiti
Hungary
Indonesia
Isle Of Man
India
British Indian Ocean Territory
Ireland
Iran Islamic Republic of
Iraq
Iceland
British Isles
Israel
Italy
Jamaica
Jersey
Jordan
Japan
Kazakhstan
Kenya
Kyrgyzstan
Cambodia
Kiribati
St Kitts And Nevis
South Korea
Kuwait

LAO
LBN
LBR
LBY
LCA
LIE
LKA
LSO
LTU
LUX
LVA
MAC
MAF
MAR
MCO
MDA
MDG
MDV
MEX
MHL
MKD
MLI
MLT
MMR
MNE
MNG
MNP
MOZ
MRT
MSR
MTQ
MUS
MWI
MYS
MYT
NAM
NCL
NER
NFK
NGA
NIC
NIU
NLD
NOR
NPL
NRU
NZL
OMN
PAK
PAN
PCN
PER
PHL
PLW
PNG
POL
PRI
PRK
PRT
PRY
PSE
PYF

Lao Pdr
Lebanon
Liberia
Libyan Arab Jamahiriya
St Lucia
Liechtenstein
Sri Lanka
Kingdom of Lesotho
Lithuania
Luxembourg
Latvia
Macao
St Martin
Morocco
Monaco
Republic Of Moldova
Madagascar
Maldives
Mexico
Marshall Islands
Macedonia Former Yugoslav Rep
Mali
Malta
Myanmar
Montenegro
Mongolia
Northern Mariana Islands
Mozambique
Mauritania
Montserra
Martinique
Mauritius
Malawi
Malaysia
Mayotte
Namibia
New Caledonia
Niger
Norfolk Island
Nigeri
Nicaragua
Niue
Netherlands
Norway
Nepal
Nauru
New Zealand
Oman
Pakistan
Panama
Pitcairn Islands
Peru
Philippines
Palau
Papua New Guinea
Poland
Puerto Rico
North Korea
Portugal
Paraguay
Palestinian Territory
French Polynesia

QAT
REU
ROU
RUS
RWA
SAU
SDN
SEN
SGP
SGS
SHN
SJM
SLB
SCG
SLE
SLV
SMR
SOM
SPM
SRB
STP
SUR
SVK
SVN
SWE
SWZ
SYC
SYR
TCA
TCD
TGO
THA
TJK
TKL
TKM
TLS
TMP
TON
TTO
TUN
TUR
TUV
TWN
TZA
UGA
UKR
UMI
URY
USA
UZE
VNM
VUT
WLF
WSM
YEM
YMD
YUG
ZAF
ZAR
ZMB
ZIM
Qatar
Reunion
Romania Federation
Russia
Rwanda
Saudi Arabia
Sudan
Senegal
Singapore
Sth Georgia & Sandwich Isl
St Helena
Svalbard & Jan Mayen
Soloman Islands
Serbia & Outlying
Sierra Leone
El Salvador
San Marino
Somalia
St Pierre and Miqueion
Serbia
Sao Tome and Principle
Suriname
Slovakia
Slovenia
Sweden
Swaziland
Seychelles
Syrian Arab Republic
Turks & Caicos
Chad
Congo
Thailand
Tajikistan
Tokelau
Turkmenistan
East Timor Republic
East Timor
Tonga
Trinidad & Tobago
Tunisia
Turkey
Tuvalu
Taiwan
Tanzania
Uganda
Ukraine
United States Minor Outlying
Uruguay
United States of America
Uzbekistan
Vietnam
Vanuatu
Wallis & Fortuna
Samoa
Yemen
Yemen Democratic
Yugoslavia Socialist Fed Rep
South Africa
Zaire
Zambia
Zimbabwe