Michael Hill International Limited logo

Annual General Meeting Presentations

AGM13 November 2023MHJConsumer Discretionary

M
ichael Hill International Limited ABN 25 610 937 598

34 Southgate Avenue, Cannon Hill, QLD 4170

A SX AND NZX ANNOUNCEMENT

ANNUAL GENERAL MEETING PRESENTATIONS

14 No

vember 2023

In accordance with the Listing Rules, enclosed are the presentations of the Chair and the Managing Director

& Chief Executive Officer, which will be delivered today at the Michael Hill International Limited 2023 Annual

General Meeting.

Th

is announcement is authorised for release by the Company Secretary.

- ENDS -

F

or more information, please contact:

Investors:

Emily Bird

Company Secretary

+61 424 306 535

company.secretary@michaelhill.com.au

Investors & Media:

Anthea Noble

Head of Investor Relations

+61 438 770 704

anthea.noble@michaelhill.com.au

Michael Hill International Limited 2023 Annual General Meeting
CHAIR’S ADDRESS

Today I’d like to give you an overview of how we view the year that’s closed. Following that, Daniel will give

more detail on our 2023 results, our strategic focus and a current trading update.

Our financial year ending July 2, 2023 was certainly a more challenging year at Michael Hill.

During both FY22 and the first half of FY23, we continued to benefit from Covid economic stimulus,

reduced operating costs and travel restrictions in all our markets, which boosted domestic retail spend. In

the second half of FY23 we saw inflation in wages, gold, diamonds and other input costs, along with rising

interest rates eating into disposable consumer spending and an increased portion of that remaining spend

being redirected to domestic and international leisure travel.

We have also experienced a particularly challenging security environment in New Zealand, with record

levels of retail crime necessitating a significant increase in security counter-measures, increased stock

losses and an incremental $5m spent to protect our customers and team members.

Despite these challenges we have maintained an unwavering commitment to our strategy; with an

increased investment in elevating the Michael Hill brand and product offering, a strong commitment to

executing on the retail fundamentals, strong cost and inventory management and investment in a series of

new brand offerings to expand our addressable market.

Against this backdrop the business delivered a solid performance for FY23, with record revenue, elevated

margins and strong earnings. I’m both proud and grateful for the agility, resilience, perseverance and focus

that Daniel and the entire Michael Hill team have displayed in delivering these results.

The heritage of our brand and creative inspiration from our founders continues to underpin the

foundations of the Company. FY23 saw the launch of ‘The Jewellers’ brand campaign, which focused on our

origins as a fine jeweller, the vision of our founders, and showcasing our craftmanship, creativity and

commitment to quality. I will now share the latest brand campaign.

This campaign demonstrates that as the Michael Hill brand continues its aspirational brand journey, we will

maintain a strong connection to our rich heritage and the vision from our founders.

During the year, I have taken great pride in the way in which our leadership team in New Zealand and our

Group Executive team have responded to and supported our New Zealand team members and customers

impacted by the retail crime events and ram raids we have experienced in New Zealand along with a series

of extreme weather events.

It’s during these times of adversity that our values: We care, We create outstanding experiences, We are

professional and We are inclusive and diverse, get truly tested. I’m proud to be part of a team who have

clearly demonstrated and lived the Company’s values as we have responded to these challenges.

Pleasingly, our engagement survey was completed by 84% of our workforce and resulted in an engagement

score of 82%, which is 10% higher than the global retail industry average. Our consistently high

engagement score demonstrates how hard we continue to work to ensure that Michael Hill remains an

employer of choice and is a great place to work.

In August 2022, we released our 2030 sustainability manifesto centred around three key pillars: People,
Product and Planet.

During the year, we have made great progress toward our goals: reduced our scope 1 emissions by 39%,

reduced our head office waste by 65% and made significant donations towards empowering women with

Dress for Success and Auckland’s Women’s Refuge.

In addition, an integral part of this strategy was the launch of a circular jewellery ecosystem, Re:new.

During the year, the first phase was launched - Re:cycle - a digitally enabled gold recycling program, that

encourages customer to give “new life to their old loves”, by recycling gold jewellery pieces in exchange for

a Michael Hill e-gift card. The opportunity in the coming year to extend this offering to New Zealand and

Canada is exciting.

The second phase, Re:imagine, a diamond upgrade program, and the third phase, Re:store, will focus on

jewellery repairs. Both of which are to be launched this financial year.

Last year, the Company articulated a capital management framework for the business which included

pursuing acquisition opportunities in the fine jewellery sector. Pleasingly, the business successfully acquired

an earnings accretive, scalable and complementary Australian value-led jewellery brand, Bevilles. With the

Bevilles team having successfully transitioned, the key focus is now on expanding the store network

nationally.

During the year, the Company commenced its on-market share buy-back with 8.63m shares bought back,

representing 2.2% of issued capital for a total cash cost of A$10.2m. The share buy-back was concluded in

August 2023.

Furthermore, we were pleased to declare a final dividend of AU3.5 cents per share, bringing our total

dividend for the year to AU7.5 cents per share, representing ~70% of adjusted annual NPAT, and at the

higher end of the Company’s Dividend Distribution Policy target range of 50% to 75%.

I am immensely proud of Daniel, our highly capable executives working alongside him and the broader

Michael Hill team. Even though the second half of FY23 was particularly challenging, the team remained

focused, executed on our strategy, delivered a plethora of initiatives, and successfully acquired a new

brand, Bevilles, which represents a fabulous opportunity to expand our addressable market and support

our growth ambitions.

I would like to close my address by acknowledging and thanking all our shareholders for their ongoing

support.

I now invite Managing Director & CEO, Daniel Bracken to address the meeting and discuss the 2023

operational performance, provide an update on the Company’s strategy and a current trading update.

MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER’S ADDRESS
Thank you, Rob.

Good morning and thank you for joining us today. I will now take you through a review of the 2023 financial

results and operational achievements. We will also provide you with some insights into key strategic

initiatives for the year ahead, and an update on our current trading performance.

Let me start by saying it has been a very busy year at Michael Hill.

While we finished FY23 with comparable EBIT slightly below prior year, due to a more challenging second

half, we still delivered the second highest profit in the Company’s history.

These results were underpinned by our clearly articulated strategic initiatives, driven by the ability to

-elevate ATV supported by Michael Hill’s aspirational brand journe

y,

-leverage our l

oyalty program – which now has over two million

members

-the evolution of our product – during the year we introduced some fantastic new ranges,

-and most importantly, a relentless focus on retail fundamentals driving continued improvement in

productivity across all markets.

In August 2022, the Company executed a seamless relocation of its global headquarters to new purpose-

built premises housing the global support functions, with a reimagined artisanal jewellery workshop and

state-of-the-art Australasian distribution centre. Our new office provides a contemporary, dynamic and

productive environment, strategically aligned to Michael Hill’s aspirational brand journey.

In June 2023, the Company completed the Bevilles acquisition, successfully transitioning all team members,

stores and inventory to the Group. As the Michael Hill brand elevates the Bevilles business give us the

opportunity to capture market share at the value end of the fine jewellery category. Currently, a 26 store

business primed for a significant real estate expansion strategy.

We also continued to focus on digital to modernize customer experience, and reach new markets. The

creation of a dual language Canadian website allows us to attract a new French speaking customer base in

Quebec and across Canada. We also extended our marketplace offerings by partnering with Zalora in

Singapore and Malaysia.

And most importantly, the Michael Hill business is built on the foundations of a great culture and a fantastic

team as evidenced by our most recent engagement survey result with our global engagement score above

80%.

I’d like to both acknowledge and thank the team for their unwavering focus and energy throughout the

year.

The Group has reported record operating revenue of $630m for the 2023 financial year, a 53-week retail

financial year ended 2 July 2023, which includes four weeks of Bevilles trade in the Group and Australian

segment results.

Comparable earnings before interest and tax (EBIT) for the Group was $58.9m for the year, a decline of 6%

year on year, due to higher cost of goods pressure, wage inflation in all three markets and elevated New

Zealand security costs.

While the Company delivered record revenue for the year, this was driven by a particularly strong first half
performance, followed by a more challenging second half, as macroeconomic conditions deteriorated and

consumer confidence declined.

Notwithstanding the impact of sustained elevated raw material input costs seen with diamonds and gold,

and while slightly down on prior year, the Company still delivered strong gross margins. This performance

was underpinned by the aspirational brand strategy and the ability to elevate average transaction value

even in a challenging retail environment.

Inventory year-end holdings were $203.3m, with Michael Hill on target and broadly in line with prior year.

The lift in stock holdings was largely driven by the inventory acquired in the Bevilles transaction.

During the year, the Company benefited from strong operating cashflows, successfully acquired Bevilles,

returned capital to shareholders through a buy-back and dividends, and continued investment in both the

core business and growth initiatives, which resulted in a year end net cash position of $8.4m.

Furthermore, the Company refinanced with a new three year $90m bank facility on favourable terms,

which will support future strategic growth initiatives.

Michael Hill opened three new stores and closed five under-performing stores across the network during

the year. With the inclusion of 26 acquired Bevilles stores, the store network totals 304 across all markets

at the end of the year.

In terms of key performance insights, it is noted that both revenue and gross margin have lifted significantly

on pre-pandemic levels.

Even though comparable EBIT was down on the record FY22, earnings were also still well above pre-

pandemic levels.

As shown on the bottom of the slide, pleasingly, the strong lift in revenue has been underpinned by

increased store productivity. This is borne out by the lift in both average revenue per store and average

gross profit per store.

Before moving on to our current trading update, I’d like to share with you, our year in review film.

And now moving on to our current trading update.

There is no doubt that retail conditions have continued to be very challenging in all markets, as the group

cycles record Q1 sales in the prior year.

For the first nineteen weeks of FY24, Group sales (including Bevilles) are up 2% on prior year, and up 26%

on FY22. For the core Michael Hill brand, sales have continued the recent trend and are down on the record

start to FY23, however are up 13% on FY22 and up 15% on pre-pandemic trade in FY19.

Group gross margin has continued to be under pressure, with sustained elevated diamond and gold pricing

and dampened consumer confidence due to economic challenges, leading to greater promotional activity

across all retail categories and markets.

We have seen transactional sales data from multiple external sources that demonstrates that both the

Michael Hill brand and Bevilles continue to take market share in a challenging retail environment.

As we enter the all-important Christmas period, the start to November trade is encouraging. However, we
are only two weeks into the Christmas trading period.

Our new Christmas campaign launched at the start of the month and is already gaining strong traction with

both customers and stores.

Earlier this year the company undertook a comprehensive product range review, enabling the largest ever

injection of newness in readiness for our key Christmas trading period.

With over 2.1m members, the Brilliance by Michael Hill loyalty program will be a key differentiator and

enabler for customer engagement and sales driving events.

Along with two significant store refurbishments, four new Bevilles stores will open for Christmas trade,

bringing the brand’s store count to 30.

Much of Michael Hill’s strong performance over recent years can be attributed to the strategic

transformation and elevation of the brand, along with an overarching emphasis on growth. The strategic

framework underpins the future growth of the business, is customer-led and continually evolving.

The strategy to elevate and modernise the Michael Hill brand underpins the overarching vision for the

business. Highly engaging and emotive marketing campaigns focusing on key life moments, with an

emphasis on product, quality and craft, are leading the transition away from price and promotion, towards

emotional long-term customer relationships. The success of this strategy is best evidenced by the

continued expansion of average transaction value, up 27% over the last four years.

Product evolution is at the centre of a customer-led retail strategy, and is critical to achieving sales growth

and supporting elevated margin. The laboratory grown diamond category continues to expand, with higher

sales growth and margins, helping to offset high input costs for both mined diamonds and gold.

During the course of the year, the business invested in new talent and capability across product, buying,

sourcing and procurement, as well as technology investments in merchandise planning.

A great example of a brand-led campaign is our recently launched Christmas campaign, which we will play

for you now.

The Brilliance by Michael Hill loyalty program underpins customer engagement and has now grown to over

two million members. The program provides the business with essential data to drive more frequent and

more profitable customers. Members are more valuable across ATV by 70%, gross profit by 250 basis points

and members transact more frequently. Pleasingly, more than 80% of our sales are now made by

members of the Brilliance loyalty program.

Bricks and mortar retail is at the core of the Michael Hill business, driving more than 90% of sales. The

retail fundamentals strategy has delivered a 21% uplift in store productivity over the last four years.

During FY23, the business invested in refreshing a significant portion of our store network as we elevate the

instore experience to align with the brand strategy. The retail team continues to focus on productivity as

the key performance metric for stores, in conjunction with a deliberate emphasis on lifting average

transaction value.

As the Michael Hill brand continues its aspirational brand journey to a more premium position, the

acquisition of the Bevilles business in June provides a vehicle to take market share at the value-end of the

fine jewellery category.

Additionally, in October, the business launched its new bespoke brand TenSevenSeven, focused on
servicing the high-end of the market with its unique personalised diamond ring proposition.

With these additional brands, the Michael Hill Group now services all significant customer segments of the

fine jewellery category, and delivers multiple new growth pipelines.

The Bevilles Brand will deliver both sales and profit growth through a significant real estate expansion

strategy, coupled with digital growth and an optimised business model.

For FY24, 4 sites have been secured for pre-Christmas opening and a further tranche identified for the second

half. Leveraging group capabilities and partnerships, Bevilles will benefit from optimisation of both supply

chain and vendor relationships delivering margin and cost benefits to the business.

With system integration planned for the second half of FY24, this will drive further opportunities in both

productivity and efficiencies by leveraging a common technology platform.

TenSevenSeven is a new start-up brand designed to deliver a completely unique and elevated proposition,

capturing an entirely new high-end customer.

TenSevenSeven is brought to life through an immersive digital experience, where customers are invited to

select from tens of thousands of unique diamonds, paired with a ring design of their choice and ultimate

handcrafting in our artisanal Australian workshop. The digital platform allows the brand to showcase a

curated diamond library in a capital light business model, as the diamonds are owned by our trusted diamond

vendors.

In due course, this digital offering will be supported by the gradual roll-out of a limited number of showrooms

in key capital cities.

And to give you a sense of this incredible new brand, I hope you are now all as excited as I am about the new

TenSevenSeven brand.

I will now hand back to the Chair to conduct the formal business of the meeting.

AGM Presentation
14 November 2023

DISCLAIMERCertain statements in this announcem
ent constitute forward-looking stat

ements. Forward-looking statements

are statements (other than statements of historical fact)

relating to future events and the anticipated or planned

financial and operational performance of Michael Hill Inte

rnational Limited and its related bodies corporate (the

Company). The words “targets,” “be

lieves,” “expects,” “aims,” “intends

,” “plans,” “seeks,” “will,” “may,”

“might,” “anticipates,” “would,” “could,” “should,”

“continues,” “estimates” or similar expressions or the

negatives thereof, identify certain of these forward-l

ooking statements. Other forward-looking statements can

be identified in the context in which the statements are made. Forward-looking statements include, among other things, statements addressing matters such as

the Company’s future results of operations; financial

condition; working capital, cash flows and capital expenditures; and business strategy, plans and objectives for future operations and events, including those relating to ongoing operational and strategic reviews, expansion into new markets, future product launches, po

ints of sale and production facilities.

Although the Company believes that

the expectations reflected in these forward-looking statements are

reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performance, operations or achievements or industry results, to differ materially from any future results, performance, operations or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: global and local economic conditions; changes in market trends and end-consumer preferences; fluctuations in the prices of raw materials, currency exchange rates, and interest rates; the Company’s plans or objectives for future operations or products, including the ability to introduce new jewellery and non-je

wellery products; the ability

to expand in existing and

new markets and risks associated with doing business globally and, in particular, in emerging markets; competition from local, national and international co

mpanies in the markets in which the Company operates;

the protection and strengthening of the Company’s intellectual property rights, including patents and trademarks; the future adequacy of

the Company’s current warehousing, logistics and information technology

operations; changes in laws and regulations or any interp

retation thereof, applicable

to the Company’s business;

increases to the Company’s effectiv

e tax rate or other harm to the

Company’s business as a result of

governmental review of the Company’s

transfer pricing policies, conflicting

taxation claims or changes in tax

laws; and other factors referenced to in this presentation.Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, the Company’s actual financial condition, cash flows or results of operations could differ materially from that described herein as anticipated, believed, estimated or expected. Accordingly, you are cautioned not to place undue reliance on any forward-looking statements,

particularly in light of the current economic climate

and the significant volatility, uncertainty and

disruption caused by the COVID-19 pandemic.

The Company does not intend, and does not assume any obligation, to update any forward-looking statements contained herein, except as may be required by law. All subsequent written and oral forward-looking statements attributable to us or to persons acting on the Compan

y’s behalf are expressly qualified in their entirety by the

cautionary statements referred to above and contained elsewhere in this presentation.

3
Board of Directors

From left to right: Jacquie Naylor (Independent NED), Rob Fyfe (Independent NED, Chair), Daniel Bracken (Managing Director & CE

O), Emma Hill (Chair of People Development &

Remuneration Committee), Dave Whittle (Independent NED), Sir Michael Hill (Founder), and Gary Smith (Independent NED, Chair of

Audit & Risk Management Committee).

Online Text Question Process
44

Select the messaging tabPress the arrow symbol to submit your messageType your question in the ‘Ask a question’ boxSelect ‘My Messages’ to view your submitted messages along with any written responses

5
Online Audio Question Process

555

Click ‘Request to Speak’Click ‘Submit Request’Enter the topic of your questionClick ‘Join Queue’ and follow the audio prompts

Voting
6

Select the voting tabYour selected option will change colourSelect your voting preference for each resolutionYou can change your vote

until the poll is closed

Chair’s address
Rob Fyfe

8
Sustainability

Announced ESG 2030 manifesto centred around three key pillars – Product, Planet & People Launched circular economy offering

Re:new:


Digitally-enabled gold recycling platform


Launching a diamond upgrade program


Reimagining and expansion of jewellery repair business

9
Capital Management Framework

Dividend Policy

50% - 75% adjusted NPAT

Current intention to deliver at the

higher end of the range

Organic Growth

~$25m to $30m annual spend

Organic

+

Investment

New markets & channels via digital

platforms

Launch of new revenue streams

Capital Investment

Opportunities

Share buy-back

Continue to pursue acquisition

opportunities across the fine

jewellery sector in our existing

markets

Final dividend of AU3.5 cps, resulting in total dividend of AU7.5 cpsOn-market share buy-back resulting in 8.63m shares acquired at a cost of $10.2m, representing 2.2% of share capitalNew revenue streams: Launched

Re:cycle

program and introducing

third-party jewellery insuranceSuccessful acquisition of Bevilles: providing a meaningful store network expansion strategy to broaden our addressable market

Managing Director &
CEO Presentation

Daniel Bracken

FY23 Performance Overview
11


Record sales, strong margin and second highest comparable EBIT underpinned by:


Ability to elevate ATV supported by MHJ’s aspirational brand journey


Leveraging the loyalty program


Product evolution


Retail fundamentals


Brilliance by Michael Hill

membership now

over 2 million


Successful transition to new global headquarters:


State of the art distribution technology


Upgraded artisanal manufacturing workshop


Attract and retain high calibre talent


Executed acquisition strategy with purchase of Bevilles


Continued focus on digital to modernise customer experience and enter new markets of Quebec, Singapore and Malaysia


Culture and team - unwavering focus and energy

FY20H1 Financial Snapshot

Record revenue with growth of $34m


Strong gross profit up $20m


Elevated gross margin maintained


Comparable EBIT down 6% but second highest year


Balance sheet with nil net debt, having deployed cash to support dividends, share buy-back and Bevilles acquisition


Healthy inventory, with the growth attributable to the Bevilles business


Final dividend of AU3.5 cents per share

12

Change

FY22

FY23

1, 2

+6%

$595.2m

$629.6m

Revenue

+5%

$384.8m

$404.4m

Gross Profit

-50bps

64.7%

64.2%

Gross Margin

-6%

$62.9m

$58.9m

Comparable EBIT

+$21.8m

$181.5m

$203.3m

Inventory

-$87.4m

$95.8m

$8.4m

Net Cash

-

AU7.5c

AU7.5c

Total Dividend

-2

280

278

304 with Bevilles

Store Network

FY23 Group Results

1

FY23: 53-week year

2

Includes four weeks of Bevilles trade from 1 June 2023

FY20H1 Financial Snapshot
13

FY23 Key Performance Insights

14
FY24 Trading Update


For the first 19 weeks of FY24:


Group sales (including Bevilles)

are up 2% on prior year, and up

26% on FY22


While for the core Michael Hill brand, sales have continued the recent trend and are down on the record start to FY23, however are up 13% on FY22 and up 15% on pre-pandemic trade in FY19.


Group gross margin has continued to be under pressure:


With sustained elevated diamond and gold pricing, and


Dampened consumer confidence due to economic challenges, leading to greater promotional activity across all retail categories and markets.


Transactional sales data from multiple external sources demonstrates that both the Michael Hill brand and Bevilles continue to take market share in a challenging retail environment.

The above numbers are unaudited and prior to accounting adjustments.

15
Well Prepared for Christmas


As we enter the all-important Christmas period, the start to November trade has been encouraging.


Our new Christmas campaign launched at the start of the month and already gaining strong traction with both customers and stores.


Earlier this year the company undertook a comprehensive product range review, enabling the largest ever inje

ction of newness in readiness for our

key Christmas trading period.


With over 2.1m members, the

Brilliance by Michael Hill

loyalty program

will be a key differentiator and enabler for customer engagement and sales driving events.


Along with two significant store refurbishments, four new Bevilles stores will open for Christmas trade, bringing the brand’s store count to 30.

Strategy Update - Emphasis on Growth
Brand & Loyalty

Modern, differentiated, omni-channel jewellery brand

with loyal customers

New Territories &

Services

New markets, new channels & new service propositions

Digital &

Omni-channel

Omni-first, digital-led & channel agnostic

Elevated yet accessible, with diamonds at our core

Product Evolution

16

“the jeweller that cares”

Sustainability

Cost Conscious Culture

Unwavering focus on costs

Retail Fundamentals

Elevated productivity & customer experience

Marking the moments that create
the story of our lives

Elevated emotive brand-led campaigns Emphasis on craftmanship, quality & sustainability Relentless focus on creative & visual excellence

Focus on unique differentiated product

Diamonds at our coreIncreasing ATV demonstrates brand elevation, up 27% over four years

17

Brand and Product Elevation

+27%

18
Over 2 million loyalty members Focus on customer segmentation and personalisation Targeted AI and data insightsLoyalty members are more valuable

- ATV 70% higher - GP% 250 bps higher - 34% more transactions per customer

Loyalty members represent ~82% of sales

Leveraging of Loyalty Program

Your love for jewellery rewarded

82%

Now over 2m

19
Retail Productivity & Store Investment

Elevating productivity & retail execution

Productivity up 21% since FY

19 and up in all markets

Focus on in-store experience, delivering increased customer engagement Dynamic rostering driving more productive labour Elevated visual merchandising resulting in increased shopfront conversion Significant investment in store network with more than 60 stores refreshed

Productivity measure used: revenue per store

20
MH Group - Portfolio of Brands


Leading fine jewellery retailer, with a material presence in Australia, New Zealand and Canada


Catering to multiple market and consumer segments through differentiated brands and product offerings


Customer focused, detail-oriented, nimble, multi-channel operations


State of the art distribution technology and high calibre leadership and retail teams

ASX & NZX: MHJ

LUXURYPREMIUMVALUE

PURE-PLAY


278 physical stores across AU, NZ and Canada


Brand elevation strategy well underway and moving into white space


Customer-first, digital-led and channel agnostic


26 physical stores in Australia


‘Value-led’ market with quality products at affordable prices


Omni-channel distribution model


Medley – MHJ’s recently launched, online pure-play


Watches Galore – standalone value-led watch marketplace


Launching a new digitally-led bespoke jewellery brand


Luxury customer with higher ATV


Limited showroom presence

21
BEVILLES IS A WELL-ESTABLISHED AND REPUTABLE JEWELLERY RETAILER, WITH A NETWORK OF 26 STORES AND A GROWING ONLINE PRESENCE

PRICE POINT AND PRODUCT MIX

KEY GROWTH OPPORTUNTIES


Substantial store roll-out opportunity, both new and MH conversions


Rapidly expand lab diamonds and new category opportunities


Enhance value add services offerings e.g. repairs, care plans and insurance


Third party brand expansion (jewellery and watches)


Refine and expand omni-channel offering


New Zealand and Canada present future market expansion opportunities

INITIAL FOCUS

Smooth transition of all team members


Store roll-out plan: Four new sites opening pre-Christmas, with a further tranche identified for the second half


IT integration progressing well and initial supply chain synergies in place

Data on this slide relates to the period March 2022 to February 2023

22

New start-up brand designed to test a completely unique and elevated proposition, capturing an entirely new high-end customer


Brought to life through an immersive digital experience supported by the gradual roll-out of a limited number of showrooms in key capital cities


Customers will be invited to select from tens of thousands of unique diamonds, paired with a ring design of their choice and ultimate handcrafting in our artisanal Australian workshop


Launched on 10 October 2023

Questions

Business of the Annual
General Meeting

25
Financial Statements and Reports


Audited financial statements


Directors’ report


Auditor’s report

26
Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to

pass the following advisory resolution:

“That the Remuneration Report for th

e year ended 2 July 2023 (as set out

in the Directors’ Report) is adopted.”

EXCLUDED

ABSTAIN

OPEN

AGAINST

FOR

167,003,959

310,055

1,153,176

824,367

87,439,413

NO. OF SHARES

N/A

N/A

1.29%

0.92%

97.79%

% OF ELIGIBLE VOTES

43.42%

0.08%

0.30%

0.21%

22.73%

% OF ALL SECURITIES

27
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 th

e Company’s Constitution and, being

eligible, offers himself for re-election,

be re-elected as a Director of the

Company.”

EXCLUDED

ABSTAIN

OPEN

AGAINST

FOR

0

1,955,933

362,281

3,706,349

250,706,407

NO. OF SHARES

N/A

N/A

0.15%

1.46%

98.39%

% OF ELIGIBLE VOTES

0.00%

0.51%

0.09%

0.96%

65.18%

% OF ALL SECURITIES

28
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-elect

ion, be re-elected as a Director of

the Company.”

EXCLUDED

ABSTAIN

OPEN

AGAINST

FOR

0

19,500

362,281

122,142

256,227,047

NO. OF SHARES

N/A

N/A

0.14%

0.04%

99.82%

% OF ELIGIBLE VOTES

0.00%

0.01%

0.09%

0.03%

66.62%

% OF ALL SECURITIES

29
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.”

EXCLUDED

ABSTAIN

OPEN

AGAINST

FOR

0

19,500

362,281

133,142

256,216,047

NO. OF SHARES

N/A

N/A

0.14%

0.05%

99.81%

% OF ELIGIBLE VOTES

0.00%

0.01%

0.09%

0.03%

66.61%

% OF ALL SECURITIES

30
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 Listi

ng 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 Equi

ty Incentive Plan, as an exception

to ASX Listing Rule 7.1.”

EXCLUDED

ABSTAIN

OPEN

AGAINST

FOR

0

248,752

470,255

1,331,714

254,680,249

NO. OF SHARES

N/A

N/A

0.19%

0.52%

99.29%

% OF ELIGIBLE VOTES

0.00%

0.06%

0.12%

0.35%

66.22%

% OF ALL SECURITIES

31
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 Com

pany to the Non-Executive Directors

be increased from $840,000 per annum to $1,200,000 per annum.”

EXCLUDED

ABSTAIN

OPEN

AGAINST

FOR

0

167,085,004

361,281

19,827,484

69,457,201

NO. OF SHARES

N/A

N/A

0.40%

22.12%

77.48%

% OF ELIGIBLE VOTES

0.00%

43.44%

0.09%

5.16%

18.06%

% OF ALL SECURITIES

32
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 Compan

y, Mr Daniel Bracken, and to issue

ordinary shares in the Company on th

e 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 incent

ive arrangements, as described in the

Explanatory Notes.”

EXCLUDED

ABSTAIN

OPEN

AGAINST

FOR

0

113,945

361,281

1,615,072

254,640,672

NO. OF SHARES

N/A

N/A

0.14%

0.63%

99.23%

% OF ELIGIBLE VOTES

0.00%

0.03%

0.09%

0.42%

66.21%

% OF ALL SECURITIES

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.