Michael Hill International Limited logo

Annual Report to Shareholders

Insider Disclosure23 September 2024MHJConsumer Discretionary

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

ANNUAL

REPORT

2024

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ANNUAL REPORT 2024

DISCLAIMER: Certain statements in this report constitute forward-looking statements. Forward-looking statements are statements (other than statements

of historical fact) relating to future events and the anticipated or planned financial and operational performance of Michael Hill International Limited and its

related bodies corporate (the Group). The words “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “seeks”, “will”, “may”, “might”, “anticipates”, “projects”,

“assumes”, “forecast”, “likely”, “outlook”, “would”, “could”, “should”, “continues”, “estimates” or similar expressions or the negatives thereof, generally identify

these forward- looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking

statements include, among other things, statements addressing matters such as the Group’s future results of operations; financial condition; working capital,

cash flows and capital expenditures; and business strategy, plans and objectives for future operations and events, including those relating to ongoing operational

and strategic reviews, sustainability targets, expansion into new markets, future product launches, points of sale and production facilities.Although the Group

believes that the expectations reflected in these forward-looking statements are reasonable, they are not guarantees or predictions of future performance

or statements of fact. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the

Group’s actual results, performance, operations or achievements or industry results, to differ materially from any future results, performance, operations or

achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: global and

local economic conditions; changes in market trends and end-consumer preferences; fluctuations in the prices of raw materials, currency exchange rates, and

interest rates; the Group’s plans or objectives for future operations or products, including the ability to introduce new jewellery and non-jewellery products; the

ability to expand in existing and new markets and risks associated with doing business globally and, in particular, in emerging markets; competition from local,

national and international companies in the markets in which the Group operates; the protection and strengthening of the Group’s intellectual property rights,

including patents and trademarks; the future adequacy of the Group’s current warehousing, logistics and information technology operations; changes in laws and

regulations or any interpretation thereof, applicable to the Group’s business; increases to the Group’s effective tax rate or other harm to the Group’s business as

a result of governmental review of the Group’s transfer pricing policies, conflicting taxation claims or changes in tax laws; and other factors referenced to in this

report. 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, as there can be no assurance the actual outcomes will not differ materially from

the forward-looking statements in this report. Except as required by applicable laws or regulations (including the ASX Listing Rules), the Group does not intend,

and does not assume any obligation, to update any forward- looking statements contained herein. All subsequent written and oral forward-looking statements

attributable to us or to persons acting on the Group’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained

elsewhere in this report.

TERMINOLOGY: In this report, unless otherwise specified or appropriate in the context, the term “Company” refers to Michael Hill International Limited, the term

“Group” or “Michael Hill Group” refer to the Company and its subsidiaries (as appropriate), and the use of “Michael Hill”, “Bevilles”, “TenSevenSeven” and “Medley”

is reference to the relevant brand within the Michael Hill Group.

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CONTENTS

04 COMPANY PROFILE

06 LETTER FROM THE CHAIR

08 CEO’S MESSAGE

10 PERFORMANCE HIGHLIGHTS

11 KEY FACTS

12 PERFORMANCE

14 TREND STATEMENT

17 SUSTAINABILITY SNAPSHOT

22 EXECUTIVE LEADERSHIP TEAM

25 DIRECTORS’ REPORT

35 INFORMATION ON DIRECTORS

41 REMUNERATION REPORT

52 ADDITIONAL STATUTORY INFORMATION

56 AUDITOR’S INDEPENDENCE DECLARATION

58 FINANCIAL STATEMENTS

63 NOTES TO FINANCIALS

100 CONSOLIDATED ENTITY DISCLOSURE STATEMENT

101 DIRECTORS’ DECLARATION

102 INDEPENDENT AUDITOR’S REPORT

108 ADDITIONAL SHAREHOLDER INFORMATION

110 CORPORATE DIRECTORY

The Directors are pleased to present

the annual report of Michael Hill

International Limited and its subsidiaries

for the year ended 30 June 2024.

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Additionally, in late 2023, the Group soft launched its new

bespoke brand TenSevenSeven, focused on servicing the high-

end of the market with its unique personalised diamond ring

proposition. With these new brands, the Michael Hill Group

now services all significant customer segments of the fine

jewellery category, and delivers multiple new growth pipelines.

Around the world, the Group employs over 3,400 employees

across retail sales, manufacturing and corporate roles. As at

30 June 2024, the Group operates 171 stores in Australia, 44

in New Zealand and 85 stores in Canada.

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

the Michael Hill Group is dedicated to offering quality

jewellery and service for our customers to celebrate the key

moments in their lives.

At Michael Hill Group, we are committed to becoming a more

sustainable and ethically responsible business, protecting our

eco-system and contributing to the communities we serve in

meaningful ways, for generations to come.

Information on our corporate governance policies and

practices, including our Corporate Governance Statement,

is available on our Investor Centre website at

investor.michaelhill.com

COMPANY

PROFILE

The first Michael Hill store opened in 1979 when Sir Michael

Hill and his wife, Lady Christine Hill launched their unique

retail jewellery formula in Whangarei, on the North Island

of New Zealand.

With engaging store designs, a product range devoted to

attainable jewellery with a high concentration of diamonds,

and the clever use of high impact advertising, Michael Hill

rapidly gained popularity and rose to national prominence.

In 2016, the Company moved its primary stock exchange

listing to the Australian Securities Exchange and maintains

a secondary listing on the New Zealand Stock Exchange (ASX/

NZX: MHJ).

Over the last four years, the Group has been on a transformative

journey reshaping many aspects of the business, underpinned

by a clearly defined strategic agenda to elevate the Michael

Hill brand and drive growth. The strategic framework is

customer-led and continually evolving as we adapt to the

ever-changing landscape of retail. As the Michael Hill brand

continues its aspirational brand journey to a more premium

position, the acquisition of the Bevilles business in June 2023

provided a vehicle to retain market share at the value end of

the fine jewellery category.

THE MICHAEL HILL GROUP IS A MARKET LEADING JEWELLERY RETAILER, WITH A PORTFOLIO

OF BRANDS, OPERATING A NETWORK OF 300 STORES ACROSS AUSTRALIA, NEW ZEALAND

AND CANADA, WITH MULTIPLE INTERNATIONAL DIGITAL PLATFORMS.

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OUR PURPOSE

The people behind the

moments that matter

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OUR PEOPLE AND OUR VALUES

Retention and development of our team is a top Board and

management priority, and we see a strong correlation between

staff retention, sales performance and customer satisfaction.

Our people are the heart of our business, with our values

of “We care”, “We are inclusive and diverse”, “We are

professional”, and “We create outstanding experience”

truly embedded across the entire Company.

Pleasingly, our engagement survey was completed by 85%

of our workforce and resulted in an engagement score of

80%. Our results continue to outperform the global retail

averages demonstrating how hard we continue to work to

ensure that Michael Hill remains an employer of choice and

is a great place to work.

SUSTAINABILITY COMMITMENT

The challenging retail conditions have not dimmed our focus

on sustainability which is embraced across the organisation

as we pursue new initiatives and seek greater transparency

across the Group and throughout our supply chains.

I’m particularly proud of the launch of The Michael Hill

Foundation in late February 2024 representing our ongoing

commitment to meaningful change, and our dedication to

a better world. The Michael Hill Foundation encompasses

two key areas of focus: Empowering Women and Nature

Restoration.

Since the launch of the Foundation, we have planted over

50,000 trees across Australia, New Zealand and Canada,

and we have established a long-term partnership with the

Collective Good Foundation in India, with a focus on driving

projects to empower local women.

LETTER FROM

THE CHAIR

DEAR SHAREHOLDERS

CHALLENGING MARKET CONDITIONS

Undoubtedly, FY24 has been the most challenging year

I’ve experienced since joining the Board in 2014, as we

cycled record sales performance and were faced with

significant headwinds of low consumer confidence, a tough

macro-economic environment impacting retail trading

conditions and inflationary forces placing pressure on

operating costs across the business.

Pleasingly, we have now seen interest rate reductions in

both Canada and New Zealand, and while we are seeing

some early signs of improvement in trading performance,

we expect that the recovery will be gradual.

Given the difficult trading environment, the business

made some tough yet prudent decisions in order to navigate

the Group through one of the worst retail cycles for some

decades - exiting a number of senior leadership roles,

reducing unit operating costs, reducing capital expenditure,

and executing an inventory optimisation strategy.

COMMITMENT TO GROUP STRATEGY

Despite these challenges, we are seeing the benefits from

the geographic and demographic diversity of our business

and remain committed to our group multi-brand strategy,

with each brand uniquely positioned to a differentiated

customer segment and price proposition.

The gradual elevation of the Michael Hill brand to a more

premium position is key to this multi-brand strategy. The

refresh of the Michael Hill brand across digital platforms,

new brand logos and colour palette, together with Miranda

Kerr as our brand ambassador is resonating well across

all geographies.

During the year, we embedded the newly-acquired Bevilles

brand into the Group and are currently testing the extension

of the brand, with some new stores in the Queensland

market, some new product ranges and differentiated

marketing campaigns, in order to capture the value end

of the fine jewellery category.

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CAPITAL MANAGEMENT

As a proactive capital management measure, the Board

and Management have been focused on strengthening the

balance sheet and underpinning the earnings performance

by securing an uplift to our existing debt facility to support

seasonal working capital requirements for the Christmas

trade period. In addition, Management has taken action

to reduce capital expenditure across both technology and

stores throughout FY25, as well as taken steps to improve

inventory productivity and reduce costs.

Given compressed earnings in FY24, and in conjunction

with a commitment to prudent investment in operating and

capital expenditure in FY25, the Board has determined that

no final dividend will be declared for FY24, resulting in

a total dividend for the year of AU1.75 cents per share.

OUR BOARD

It continues to be a privilege to serve on the Michael Hill

Board alongside such a talented group of directors, including

our founder, Sir Michael Hill, a true entrepreneur and

creative spirit who continues to inspire and challenge us all.

As a cycle of board renewal, we are pleased to welcome

Claudia Batten as a Non-Executive Director. Claudia brings

a wealth of knowledge and experience particularly in

technology and digital growth strategies which will be

invaluable to the Company. Her extensive international and

corporate development experience also complements the

existing Board composition.

Furthermore, Jacquie Naylor stepped down from the Board

in April 2024. Jacquie’s deep retail and leadership experience

has been invaluable to the Company. We are thankful for the

contribution and counsel she provided.

IN CONCLUSION

The FY24 results were deeply disappointing, but please be

assured that your Board and the entire Michael Hill team are

resolutely focused on driving sales, refreshing the Michael Hill

brand, embedding and expanding the new Bevilles business

and restoring the financial performance of the Group.

I am extremely proud and grateful for the resilience,

perseverance and commitment of Daniel and the entire team.

Regards,

Robert Fyfe

Chair

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pressure on gross margin, and prompting some repricing

across the business. With this in mind, the business has

implemented a number of initiatives to drive margin

recovery, with a deliberate reduction in inventory to make

way for higher margin product in FY25.

WELCOMING THE NEW ERA – MICHAEL HILL BRAND

In April a key milestone of the Michael Hill brand elevation

journey was unveiled – The New Era:

• A complete brand refresh of Michael Hill, delivering a

new elevated aesthetic across digital platforms, brand

assets, colour palette and logos. These assets combine

to bring both a more contemporary and feminine

perspective to the brand.

• Our first global flagship store at Chadstone in

Melbourne, the most premium centre in the Australian

market, incorporating all aspects of the “store of the

future” with elevated in-store experience, extended

product offer, and an inviting environment that includes

private selling spaces.

• Partnering with our first ever global Brand Ambassador,

Miranda Kerr. Her timeless elegance resonates in all our

markets, she embodies our brand values, is aspirational

and yet accessible.

I am extremely proud of the enthusiasm, passion and

dedication demonstrated by all our team involved in the

meticulous and considered delivery of such a pivotal moment

for the Michael Hill brand.

EMBEDDING AND EXPANDING - BEVILLES

With the repositioning of the Michael Hill brand to a more

aspirational position well underway, this provides the perfect

opportunity for the newly acquired Bevilles business to take

market share at the value end of the fine jewellery category.

CEO’S

MESSAGE

Following a period of record performances, I was extremely

disappointed by the Company’s financial results in FY24.

NAVIGATING CHALLENGING RETAIL TRADING CONDITIONS

Our earnings underperformance was a combination of both

weaker sales and margin deterioration, coupled with the

rising cost of doing business. All markets were faced with

challenging economic conditions and inflationary pressures

impacting consumer confidence, which in turn required

management to make a number of difficult structural and

cost-out decisions in order to protect and improve the

longer-term financial performance of the business. Each

market is at a different stage of the economic cycle and

recovery, with Canada showing the earliest signs of

financial improvement.

Our Australian segment (including our Bevilles brand),

while missing our financial expectations, did perform

strongly against the broader jewellery market, taking

market share albeit fuelled by incremental promotional

activity. Our Canadian segment continued to be our most

resilient market, delivering another year of consistent sales

performance, even with cycling a record prior year. And

finally, on to New Zealand which was, and continues to be,

our most challenging market – with the toughest economic

environment, coupled with our ongoing elevated focus on

security.

Pleasingly, our collaboration with the New Zealand Police

and the measures we have put in place seem to be working.

Furthermore, our National Retail Manager, has been

appointed to a position on the NZ Government Advisory

Council for a two year term, reporting to the Minister of

Justice, with a focus on Retail Crime Prevention across

NZ and driving legislative changes.

Clearly margin was under pressure from both input costs

and promotional activity due to market conditions, with

inflationary forces driving elevated costs across many

aspects of the business, which together, impacted EBIT.

Throughout the year, the price of key raw materials (gold

and diamonds) continued to elevate to record highs placing

During the first year of ownership, we executed a number
of key strategic initiatives in the Bevilles business:

• Expanding the store network, with five new stores

and two conversion stores in a new territory,

Queensland, along with three new stores in existing

territories, ending the year with 36 stores

• Transitioning to Group operational IT systems across

point-of-sale, finance and inventory

• Relocating the head office and distribution centre

from Melbourne to Brisbane

• Undertaking an extensive product range review with

a view to creating a more productive and streamlined

range focused on core and everyday value

Select Michael Hill stores have been converted to the

Bevilles brand in a cost-efficient test & learn model,

with further conversion stores planned, subject to the

performance of these trials.

CULTURE AND TEAM

And most importantly, the Michael Hill Group 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 of 80%. I’d like

to acknowledge and thank the ongoing determination,

commitment and effort from our people across all levels

of the business.

As we approach the key trading period of Christmas,

our teams are excited and energised by the brand refresh,

new product ranges, and our Christmas campaign. While

there is no doubt that market conditions will continue to

be challenging, our strategies and the focus of our team

will be on sales growth, margin expansion and continued

cost control, with the aim of improving financial

performance in FY25.

Daniel Bracken

Managing Director and CEO

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PERFORMANCE
HIGHLIGHTS

OPERATIONAL PERFORMANCE

KEY FINANCIAL RESULTS

$15.9M

Comparable

EBIT of

2.5M

Digital sales

grew 16% to

$48M

Brilliance by Michael Hill

membership now over

Successful

relocation of the

Bevilles head office

to Queensland

Opened 10 new

Bevilles stores,

including entry

into Queensland

with 7 stores

Launched the

Michael Hill

Foundation

Complete refresh of the Michael Hill brand

The Michael Hill brand opened its

first global flagship store, at Chadstone

$645M

Group revenue

increased by 4.2%* to

$196M

Active management

of inventory - ~$7m

reduction to

Average

transaction

value grew by

6%

$39M

Closing net debt

position of

60.6%

Group gross margin

settled at

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*on a 52-week basis (including Bevilles)

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KEY FACTS

TRADING RESULTS

%

Change

2024

$000’s

2023

$000’s

Group revenue2.4% 644,929 629,562

Group revenue

(52-week basis)

4.2% 644,929 619,054

Gross profit(3.3%) 390,918 404,440

Earnings before interest

and tax (EBIT)*

(75.8%) 14,228 58,883

Comparable earnings

before interest and tax

(EBIT)*

(73.0%) 15,898 58,889

Net profit before tax

(NPBT)

(100.7%) (368) 49,747

Net profit after tax

( N PAT )

(101.4%) (479) 35,182

Net cash inflow from

operating activities

(52.8%) 37,773 80,072

FINANCIAL POSITION

%

Change

2024

$000’s

2023

$000’s

Contributed equity

(384,623,963

ordinary shares)

14.9% 12,763 11,112

Total equity(11.5%) 166,881 188,615

Total assets(0.2%) 545,244 546,488

Net (debt)/cash(562.8%) (38,726) 8,367

Capital expenditure(19.4%) 27,609 34,269

KEY RATIOS

20242023

Return on average

shareholders funds

(0.3%)18.3%

Gross margin60.6%64.2%

Interest expense cover (times)1.05.9

Equity ratio30.6%34.5%

Working capital ratio 3.5 : 1 3.4 : 1

Current ratio 1.7 : 1 1.6 : 1

DIVIDENDS (including final dividend)

20242023

Per Ordinary Share AU1.75c AU7.5c

Times covered by net profit

after tax

(0.02) 1.15

KEY INVESTOR RATIOS

20242023

Basic earnings per share(0.12c)9.20c

Diluted earnings per share(0.12c)9.00c

EBIT to sales2.2%9.4%

Return on average total assets(0.1%)6.7%

SEGMENT REVENUE GROWTH (LC)

20242023

Australia8.5%9.1%

New Zealand(13.3%)5.8%

Canada(1.1%)(0.5%)

Group2.4%5.8%

STORE NUMBERS

20242023

Australia

1

171 172

New Zealand 44 46

Canada 85 86

Total stores 300 304

SHARE PRICE AT YEAR END

20242023

Share price (ASX)AUD 0.45AUD 0.90

1

Includes 36 Bevilles stores (FY23 includes 26 Bevilles stores).

* EBIT and Comparable EBIT are non-IFRS information. Please refer to page 34 for an explanation of non-IFRS information and a reconciliation of EBIT and Comparable EBIT.

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PERFORMANCE

YEAR ENDED 30 JUNE 2024

REVENUE BY COUNTRY

AUSTRALIA 55.9%NEW ZEALAND 16.6%CANADA 27.5%

AU$ MILLIONS

GROUP REVENUE

629.6

492.1

556.5

595.2

644.9

2020

2024

2023

2022

2021

%

GROSS MARGIN

64.2

60.6

62.7

64.7

60.6

2020

2024

2023

2022

2021

AU$ MILLIONS

DIGITAL SALES

41.3

24.7

34.0

41.9

47.9

2024

2023

2022

2021

2020

AU$ MILLIONS

EBITDA

82.2

116.6

69.7

114.7

125.2

2020

2024

2023

2022

2021

AU$ MILLIONS

INVENTORY

203.3

178.7

171.2

181.5

195.8

2020

2024*

2023*

2022

2021

AU$ MILLIONS

COMPARABLE EBIT

58.9

(5.2)

56.6

62.9

15.9

2024

2023

2022

2021

AU CENTS PER SHARE

ORDINARY DIVIDEND

7.5

1.75

1.5

4.5

7.5

2020

2024

2023

2022

2021

AU$ MILLIONS

NET PROFIT FROM

OPERATING ACTIVITIES

AFTER TAX

3.1

41.0

46.7

35.2

(0.5)

2020

2024

2023

2022

2021

%

18.3

1.9

25.0

25.3

(0.3)

2020

2024

2023

2022

RETURN ON AVERAGE

SHAREHOLDERS’ FUNDS

2021

*Includes Bevilles inventory

2020

I am extremely proud of the enthusiasm,
passion and dedication demonstrated

by all our team in delivering the

refresh of the Michael Hill brand.

DANIEL BRACKEN

MANAGING DIRECTOR & CEO

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TREND STATEMENT

FINANCIAL PERFORMANCE (AUD)

2024

$’000

2023

$’000

2022

$’000

2021

$’000

2020

$’000

Group revenue 644,929 629,562 595,210 556,486 492,060

Earnings before interest, tax, depreciation and

amortisation (EBITDA)

82,241 116,607 125,180 114,733 69,690

Depreciation and amortisation 68,013 57,724 51,944 48,061 55,611

Earnings before interest and tax (EBIT) 14,228 58,883 73,236 66,672 14,079

Net interest paid 14,596 9,136 7,533 7,591 9,594

Net profit before tax (NPBT) (368) 49,747 65,703 59,081 4,485

Income tax 111 14,565 18,991 18,066 1,426

Net profit after tax (NPAT) (479) 35,182 46,712 41,015 3,059

Net operating cash flow 37,773 80,072 111,574 134,497 83,699

Ordinary dividends paid during the year 20,915 30,719 25,239 11,636 5,817

FINANCIAL POSITION (AUD)

2024

$’000

2023

$’000

2022

$’000

2021

$’000

2020

$’000

Cash 20,174 20,867 95,844 72,361 11,204

Inventories 195,785 203,260 181,539 171,246 178,742

Other current assets 23,640 20,735 14,749 27,463 31,007

Total current assets 239,599 244,862 292,132 271,070 220,953

Other non-current assets 61,347 59,546 42,121 37,729 57,857

Deferred tax assets 52,507 49,118 58,552 68,329 74,468

Total tangible assets 353,453 353,526 392,805 377,128 353,278

Right-of-use assets 133,988 139,052 107,385 105,882 123,911

Intangible assets57,80353,910 10,989 6,013 24,429

Total assets 545,244 546,488 511,179 489,023 501,618

Total current liabilities 145,042 155,001 158,596 151,522 159,405

Non-current borrowings 58,900 12,500 - - 10,681

Lease liabilities 114,303 117,518 91,386 99,382 115,848

Other long term liabilities 60,118 72,854 66,102 63,806 61,878

Total liabilities 378,363 357,873 316,084 314,710 347,812

Net assets 166,881 188,615 195,095 174,313 153,806

Reserves and retained profits 154,118 177,503 183,707 163,028 142,790

Paid up capital 12,763 11,112 11,388 11,285 11,016

Total shareholder equity 166,881 188,615 195,095 174,313 153,806

Basic earnings per share(0.12c)9.20c12.03c10.57c0.79c

Diluted earnings per share(0.12c)9.00c11.86c10.53c0.79c

Dividends declared per share (interim) AU1.75c AU4.0c AU3.5c AU1.5c AU1.5c

Dividends declared per share (final) - AU3.5c AU4.0c AU3.0c -

Net tangible asset backing$0.28 $0.35 $0.20 $0.16 $0.01

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ANALYTICAL INFORMATION (AUD)20242023202220212020

EBITDA to sales12.8%18.5%21.0%20.6%14.2%

EBIT to sales2.2%9.4%12.3%12.0%2.9%

Net profit after tax to sales(0.1%)5.6%7.8%7.4%0.6%

EBIT to total assets2.6%10.8%14.3%13.6%2.8%

Return on average shareholders funds(0.3%)18.3%25.3%25.0%1.9%

Return on average total assets(0.1%)6.7%9.3%8.2%0.7%

Working capital ratio 3.5 : 1 3.4 : 1 3.7 : 1 3.7 : 1 3.4 : 1

Current ratio 1.7 : 1 1.6 : 1 1.8 : 1 1.8 : 1 1.4 : 1

EBIT interest expense cover1.05.99.78.81.5

Effective tax rate30.2%29.3%28.9%30.6%31.8%

Net borrowings to equity23.2%(4.4%)(49.1%)(41.5%)(0.3%)

Equity ratio30.6%34.5%38.2%35.6%30.7%

Shares issued at year end excl Treasury 384,623,963 379,688,884 388,285,374 388,142,149 387,769,105

Exchange rate for translating:

- New Zealand results 1.09 1.09 1.06 1.07 1.04

- Canadian results 0.92 0.90 0.92 0.95 0.90

STORE NUMBERS2023202220212020

Australia

1

171 172 147 150 155

New Zealand 44 46 48 49 49

Canada 85 86 85 86 86

TOTAL STORES

1

300 304 280 285 290

¹ Includes 36 Bevilles stores (FY23 includes 26 Bevilles stores).

While there is no doubt market conditions will

continue to be challenging, our strategies and the

focus of our team will be on sales growth, margin

expansion and continued cost control, with the

aim of improving financial performance in FY25.

DANIEL BRACKEN

MANAGING DIRECTOR & CEO

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I am also pleased to report our progress in achieving Net-

Zero scope 1 and 2 emissions by 2025, having calculated

our Scope 1 and 2 emissions for FY23 and FY24. By the end

of this financial year, we achieved a 34 per cent reduction

in scope 1 and 2 emissions across the Group since the same

time last year.

As a Group, our brands continue to offer both natural

diamond and lab grown diamond (LGD) products to our

customers, and we continue to stay at the forefront of

global changes in standards for both products to maintain

our leadership position. From the Responsible Jewellery

Council (RJC)’s draft LGD standard forming part of a wider

Code of Practices uplift, to the Kimberley Process and World

Diamond Council’s potentially expanded definition of conflict

diamonds, we monitor ongoing developments closely.

Sustainability is now embedded into our core business and

practices, and while there is still a lot of work to do, we

are all committed to achieving our 2030 goals and remain

focussed on ever improving and moving our business and

the broader jewellery industry towards a more sustainable,

innovative, and responsible future.

We are proud to publish our eighth Sustainability Report.

This year, our Sustainability Report sets out our progress

against our sustainability strategy in a standalone

document, published separately to this Annual Report. The

Sustainability Report 2024 is available to download on our

investor website.

Daniel Bracken

CEO and Managing Director

The jeweller

that cares.

EXECUTIVE COMMENTARY

REFLECTING ON THE PAST YEAR, I AM

INCREDIBLY PROUD OF THE IMMENSE

CHANGE WE HAVE BEEN ABLE TO MAKE IN

OUR BUSINESS FROM A SUSTAINABILITY

PERSPECTIVE IN SUCH A SHORT TIME.

SINCE OUR LAST SUSTAINABILITY REPORT,

WE HAVE BEEN RECOGNISED FOR OUR

SUSTAINABILITY INITIATIVES ACROSS

AUSTRALIA, NEW ZEALAND AND CANADA,

WITH PRAISE OF OUR SUSTAINABILITY

STANDARDS AND EFFORTS IN BOTH THE

RETAIL AND JEWELLERY INDUSTRIES.

I am particularly proud of the launch of The Michael Hill

Foundation, dedicated towards empowering women and

restoring nature. This initiative demonstrates our deep

commitment to empowering the lives of women in need,

as well as recognising the impact our industry has on

the planet through a strong restoration program in our

countries of operation. Our team are incredibly engaged

with the program, and we look forward to achieving our

ambitious goals.

Our focus on innovation has also not gone unnoticed, with

the expansion of our gold recycling program re:cycle from

Australia, to now also cover Canada and New Zealand.

This program is now offered in all markets for the Michael

Hill brand and continues to save carbon emissions and

mining ore through trading broken or old gold jewellery

from our customers’ homes, then repurposing the alloy to

be crafted into something new – a true circularity program

in our industry.

SUSTAINABILITY

SNAPSHOT

RESPONSIBLE SUPPLIERS
100% of all suppliers meet our expectations on their

social and environmental impacts [by 2030]

EMPOWERING WOMEN

Deliver initiatives and develop partnerships

focused on empowering and supporting

over 100,000 women [by 2030]

GREAT PLACE TO WORK

Michael Hill will maintain a leading workforce

engagement score of greater than 80%

TRANSPARENCY

100% use of certified sustainable or responsibly

sourced natural diamonds, coloured gemstones

and cultured pearls [by 2030]

METAL STEWARDSHIP

100% of Michael Hill’s products will be made

from certified recycled, local, artisanal or

responsibly sourced metals [by 2025]

INNOVATION

We will pioneer an innovation hub to champion

and integrate jewellery circularity, product

innovation and lab grown diamonds [by 2024]

ZERO CARBON OPERATIONS

Achieve net zero carbon operations

(scopes 1 & 2) [by 2025]

NATURE POSITIVE

Contributing to the restoration and conservation of the

natural environment in our key markets [by 2025]

ELIMINATE WASTE

We will send zero waste to landfill and eliminate

single use plastic from our packaging [by 2027]

OUR PILLARS Our 2030 goals are outlined below:

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ANNUAL REPORT 2024

PRODUCT

100% OF OUR PRODUCTS

WILL BE SUSTAINABLE,

RESPONSIBLE OR

CIRCULAR

PLANET

WE WILL NURTURE

NATURE AND REDUCE

OUR NEGATIVE IMPACTS

TO NET ZERO

PEOPLE

WE WILL IMPROVE THE

LIVES OF PEOPLE ACROSS

OUR VALUE CHAIN

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HIGHLIGHTS FOR FY24

AUGUST 2023

BEVILLES STORES ON

RENEWABLE ENERGY

Following the acquisition,

Bevilles stores were incorporated

into existing renewable

energy agreements.

SEPTEMBER 2023

CONFLICT FREE GOLD

ANNOUNCED

98% of all gold products for Michael

Hill were crafted in certified Conflict

Free Gold, with Medley and

TenSevenSeven achieving 100%

OCTOBER 2023

DIAMOND TRADE UP

PROGRAM LAUNCHED

Re:imagine, our circular diamond

trade up program is launched

in New Zealand

NOVEMBER 2023

CONTINUED TRANSITION

TO RENEWABLES

Our head office, repairs centre and

NZ head office energy is successfully

transitioned to supporting 100%

renewable energy – heading towards

Net Zero scope 2 emissions.

JANUARY 2024

RECYCLING OUR

PRODUCTION WASTE

The Group agreed terms for a new

product circularity arrangement

under which we have returned 5

kilos of gold from manufacturing

scrap to the gold supply chain.

MARCH 2024

CUSTOMER CIRCULARITY

IS EXPANDED

We expanded re:cycle, our gold

recycling service to both Canada

and New Zealand markets.

FEBRUARY 2024

THE MICHAEL HILL

FOUNDATION LAUNCHED

Aimed at Empowering Women

and Restoring nature across the

markets in which we operate.

MAY 2024

FIRST CANADIAN

MODERN SLAVERY

STATEMENT LODGED

To prevent and reduce the risk

of forced/child labour

in our supply chain.

JUNE 2024

APCO ACTION

PLAN PUBLISHED

Michael Hill publishes its 2024

Action Plan for sustainable packaging.

OVERALL GOAL
PROGRESSION

GROWTH OVER THE YEAR

Here is a snapshot of our progress over the past year across

our three key sustainability pillars and 2030 goals:

100%

CONFLICT FREE

DIAMONDS ACROSS

MICHAEL HILL, MEDLEY

AND TENSEVENSEVEN

FIRST

APCO REPORT

AND ACTION PLAN

SUBMITTED

68%

OF OUR SPEND

WITH VENDORS IS

ASSESSED THROUGH

OUR MODERN

SLAVERY PLATFORM

34%

REDUCTION IN SCOPE 1

AND 2 EMISSIONS ACROSS

THE GROUP SINCE THE

SAME TIME LAST YEAR

ANNOUNCED

TARGET TO

EMPOWER

100,000

WOMEN

SAVED

64,423

KILOGRAMS

OF CARBON EMISSIONS

THROUGH OUR RE:CYCLE

PROGRAM

PLANTED

51,981 TREES

ACROSS A MIX OF INDIGENOUS-LED AND

NATIVE REFORESTATION PROJECTS IN

AUSTRALIA, NEW ZEALAND AND CANADA.

80%

WORKFORCE

ENGAGEMENT

SCORE OF

98%

MICHAEL HILL

ACHIEVED

CONFLICT


FREE GOLD

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ANNUAL REPORT 2024

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ANDREW LOWE

CHIEF FINANCIAL OFFICER & COMPANY SECRETARY

Andrew joined Michael Hill Group in 2017 as Chief Financial

Officer, and later assumed the role of Company Secretary.

He holds a Bachelor of Commerce, a Bachelor of Laws and

a Masters of Applied Finance, and is a qualified Chartered

Accountant and a Chartered Taxation Adviser of the Taxation

Institute of Australia.

Andrew has extensive experience in corporate governance,

mergers and acquisitions, finance and leadership roles

across a range of listed corporate groups with Australian

and offshore operations, including with Aurizon, Cleanaway

Waste Management and Anglo American.

AMY SZNICER

CHIEF RETAIL OFFICER

Amy has over 25 years’ leadership experience across retail

and beauty industries, having worked with prominent retail

brands such as Witchery, GAP, Bras n Things, Guess Jeans and

Aldo. She has led the roll out of over 200 new retail stores in

Australia, New Zealand and Singapore and was named 2006

Australian Young Business Woman of the Year at the Telstra

Business Women’s Awards.

Amy’s extensive career in specialty fashion retailing has

built a broad skill set that goes beyond store operations.

She has worked as an Executive Leader in privately owned,

private-equity controlled, and listed organisations. Amy is

extremely passionate about dynamic leadership, developing

strong company culture and deep retail foundations and

EXECUTIVE

LEADERSHIP TEAM

DANIEL BRACKEN

MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER

Daniel has more than 25 years’ experience managing some

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

background in retailing, fashion, and brand development

in Australia and international markets, as a Chief Executive

Officer and in senior executive positions across strategy,

marketing, merchandise, product design and digital and

customer engagement strategies.

Prior to joining Michael Hill Group as CEO in November

2018, Daniel was CEO at Specialty Fashion Group and

previously held positions as the Group Vice President,

Strategy for Burberry London, as Deputy CEO and Chief

Merchandise & Customer Officer of Myer, and as CEO of

The Apparel Group, which owned leading fashion brands

Sportscraft, Saba, Willow and JAG.

During his time at Specialty Fashion Group, Daniel led

the company’s corporate restructure and the successful

divestment of a number of brands, returning the company

to profitability. At Myer, he oversaw merchandise buying,

design, sourcing, and manufacturing, and led the Myer brand

and customer experience strategy.

His international experience includes more than 15 years

at Burberry London in the United Kingdom, where he was

a key member of the leadership team involved in their

turnaround into an iconic global brand. He performed

a range of roles at Burberry including Vice President

– Strategy, Head of Merchandising & Production, and

Commercial & Operations Director.

FROM LEFT: AMY SZNICER, MATT KEAYS, DANIEL BRACKEN, JO FEENEY, ANDREW LOWE, TABITHA PEARSON.

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Jo has held senior marketing roles in a variety of industries,

gaining early retail experience at Woolworths before a shift

to telecommunications, spending over four years at Telstra

as Group Manager Brand and Retail. Jo then moved to Foxtel

as Head of Acquisition and Brand before her most recent

role as Director of Marketing at McDonald’s Australia. In

this role she was responsible for marketing, brand and media

strategies and driving commercial growth through innovation

and re-imagination of the McDonald’s brand. In her time

with McDonald’s, she was pivotal in the development

and execution of key business platforms including the

introduction of McCafé in Drive Thru and Create Your Taste.

Jo is also a recognised leader in creativity - winning multiple

awards both locally and internationally as well as being a

judge for industry advertising awards. Jo brings with her

a fresh approach to driving the future growth of the brand

through a lens of commercial creativity.

TABITHA PEARSON

CHIEF PEOPLE OFFICER

Tabitha joined Michael Hill Group in May 2024 as Chief

People Officer.

With 30 years’ experience in people and culture across a

number of ASX listed companies, including Bunnings, Super

Retail Group, Myer and G8 Education, Tabitha’s strength

lies in her commercial and people driven approach. She is

experienced in leading large and diverse teams, integrating

large scale acquisitions, and implementing modern

people and culture strategies. She has a focus on building

capability and talent, while driving a strong performance

culture in organisations.

With a workforce of over 3,000 people across Australia, New

Zealand and Canada, Tabitha’s experience will be invaluable

in delivering Michael Hill Group’s strategic priority of

attracting, retaining and developing top quality teams across

the Group.

Tabitha holds a Bachelor of Arts in Psychology and Post

Graduate Diploma in Human Resources and Industrial Relations.

driving high performance in an ever-changing retail

landscape. These qualities enable her to consistently

deliver the highest standard of customer service and

ultimately, strong business performance.

MATT KEAYS

CHIEF TECHNOLOGY OFFICER

Matt joined Michael Hill Group in June 2015, bringing with

him extensive international IT experience in the retail space.

Prior to joining the Group, Matt led the global IT strategy

for Forever New as their General Manager Information

Technology, and prior to that worked as Chief Information

Officer for Super Amart where his final project was

successfully leading a full-scale disaster recovery process

after the Queensland floods in 2011. He also worked for

leading national footwear and apparel company, Colorado

Group after enjoying a long retail apprenticeship with

11 years at Country Road, where he worked as a Finance

Accountant, and also gained solid shop floor experience.

Matt has strong technical skills and a track record of

building team capabilities aligned with business purpose

and strategies. Matt’s career has seen him lead significant

technology and infrastructure programs, covering Microsoft

Dynamics 365 Retail & ERP, Infor, Oracle, Adobe, Dayforce

and JDE. He has helped retail businesses implement and

embrace data warehousing (B.I) with his first Microsoft based

implementation as far back as 2004 and more recently

cloud-based data warehousing with Snowflake.

JO FEENEY

CHIEF MARKETING OFFICER

Jo joined Michael Hill Group in March 2021 as Chief

Marketing Officer to lead the revitalisation and growth of the

Group’s brands, delivering end to end marketing strategies

in an omnichannel environment. Responsible for shaping

the Group’s messaging, delivering an outstanding experience

to the Group’s customers across both digital and traditional

marketing channels, and leading the vision for a world

class loyalty program, the role has direct accountability for

the performance of the Brand, Marketing, Campaign and

Content, and Visual Merchandising in all stores, as well as

leading the Customer Data and Insights teams.

Jo Brings with her over 24 years’ experience in both local and

global organisations, specialising in strategic brand building,

end to end marketing communications and driving key

customer growth strategies across channels.

The FY24 results were deeply disappointing,
but please be assured that your Board and

the entire Michael Hill team are resolutely

focused on driving sales, refreshing the

Michael Hill brand, embedding and expanding

the new Bevilles business and restoring

the financial performance of the Group.

ROB FYFE

CHAIR

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ANNUAL REPORT 2024

REVIEW OF OPERATIONS

The Group achieved the following key outcomes for the

2024 financial year:

KEY FINANCIAL RESULTS

• Group revenue increased by 4.2% on a 52-week basis

(including Bevilles) to $644.9m, and by 2.4% on a

statutory basis (FY23: 53 weeks).

• Group gross margin settled at 60.6% in line with previous

guidance, impacted by higher input costs and increased

promotional activity in response to more aggressive

retail trading conditions. In addition, during the last

two months of FY24, there was deliberate focus on

promoting inventory to make way for higher margin

product in FY25.

• Comparable earnings before interest and tax (EBIT)*

of $15.9m, at the upper end of previous guidance.

• Statutory net profit after tax decreased to a loss

of $0.5m with the variance to comparable EBIT

performance largely driven by AASB16

Leases

& SaaS, finance costs and normalisations.

• Active management of inventory delivering a ~$7m

reduction to $195.8m.

• As a proactive capital management measure, the existing

debt facility has been increased by $40m for the four-

month period from 15 September 2024 to support

seasonal working capital requirements for Christmas

trade.

• Closing net debt position of $38.7m, having deployed

cash to support ongoing investment in the business.

• No final dividend was declared, delivering total dividends

for the year of AU1.75 cents per share.

* Comparable EBIT is non-IFRS information. Please refer to non-IFRS information

section in this report for an explanation of non-IFRS information and a

reconciliation of Comparable EBIT.

DIRECTORS’

REPORT

The Directors present their report on the consolidated

entity (referred to hereafter as the ‘Group’) consisting

of Michael Hill International Limited ACN 610 937 598

(‘Michael Hill International’ or the ‘Company’) and all

controlled subsidiaries for the year ended 30 June 2024.

FY24 is a 52- week period (3 July 2023 to 30 June 2024)

compared to FY23 a 53-week period (27 June 2022 to

2 July 2023).

PRINCIPAL ACTIVITIES

The Group operates predominately in the retail sale of

jewellery and related services sector in Australia, New

Zealand and Canada.

There were no significant changes in the nature of the

Group’s activities during the year.

DIVIDENDS

Dividends paid to members during the financial year were

as follows:

2024

$’000

2023

$’000

Final dividend for the year

ended 2 July 2023 of 3.5

cents (2022: 4.0 cents) per

fully paid share paid on

22 September 2023 (2022:

23 September 2022)

13,28915,531

Interim dividend for the year

ended 30 June 2024 of 1.75

cents (2023: 4.0 cents) per

fully paid share paid on

22 March 2024 (2023:

24 March 2023)

6,90615,188

No final dividend was

declared for the year ended

30 June 2024 (2023: 3.5 cents)

-13,289

LIKELY DEVELOPMENTS AND EXPECTED

RESULTS OF OPERATIONS

Information on likely developments in the Group’s

operations and the expected results of operations have been

included in the Review of Operations and Strategic Update

sections of this report.

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ANNUAL REPORT 2024

Given this environment, the Group reported a decline in

performance, with comparable earnings before interest and

tax of $15.9m for the year ended 30 June 2024. This result

was driven by a combination of lower gross margins and

inflationary cost pressures.

The Group delivered revenue of $644.9m, up 4.2% on a

52-week basis including Bevilles, and up 2.4% on a statutory

basis (FY23: 53 weeks). Pleasingly, average transaction value

grew by 6% during the year, as further demonstration of the

traction of the Michael Hill aspirational brand journey.

Higher input costs for both gold and mined diamonds

continued through the year and combined with heightened

competitor activity, resulted in gross margin of 60.6%.

During May and June, there was a deliberate focus on

clearing inventory to make way for newness and higher

margin product in FY25 to drive the recovery of recent

margin declines. In addition, to reflect the inflated gold raw

material pricing the group does periodically lift retail prices

accordingly.

Inflationary cost pressures impacted the majority of

operating expenses across the business, the most significant

being store labour and occupancy. With this in mind,

throughout the year management took action to reduce

discretionary spend, corporate roles and overheads,

reflecting the underperformance of the business, with many

of these savings annualising through FY25. Omni-channel

continues to be a key strategic focus for the Group with

further advancements across ship from store, click & collect,

and virtual selling, all contributing to annual growth in

digital sales of 16% to $47.9m.

Active management of inventory saw year-end holdings

reduced by $7m to $195.8m, as the Group took deliberate

steps to ensure the right product mix, newness and high

margin profile.

During the first year of ownership, the Bevilles brand

expanded its store network by ten stores to 36. This included

entry into a new territory, Queensland, with five new stores

and two conversion stores, along with three new stores in

existing territories. In addition, in the second half of the

year, the business completed a full transition to Group

operational IT systems across retail, finance and inventory,

and seamlessly relocated its Melbourne head office and

distribution centre to Brisbane.

In line with our store network strategy, the core Michael

Hill brand has continued to optimise its store network

throughout the year, while at the same time expanding the

Bevilles’ store network. The Group finished the year with 300

stores (FY23: 304).

OPERATIONAL PERFORMANCE

• Group revenue was up 4.2% for the year on a 52-week

basis, with Australia +10.3%, New Zealand -11.8% and

Canada flat.

• Digital sales grew 16% to $47.9m for the year,

demonstrating a strong return to growth.

• Complete refresh of the Michael Hill brand, across

digital platforms, new brand logos, colour palette,

instore visual merchandising and packaging.

• Partnering with our first ever global Brand Ambassador,

Miranda Kerr, who perfectly embodies our brand values

and sustainable business practices.

• Aligned with the brand relaunch, the Michael Hill brand

opened its first true global flagship store, at Chadstone,

Australia’s leading fashion destination.

• Launched the

Michael Hill Foundation, focused on

empowering women and restoring nature.

• Expanded our

re:new sustainable jewellery ecosystem:

extending our re:cycle offering to Canada and New

Zealand, launched diamond trade up program,

re:imagine in New Zealand, and invested in our repairs

network to grow our re:store (repairs) capability and

service offering.

• Integration of Bevilles onto Group operational systems

and successful relocation of the head office, supply chain

and distribution centre from Victoria to Queensland.

• In line with our store network strategy, the core Michael

Hill brand has continued to optimise its store network

throughout the year, while at the same time expanding

the Bevilles’ store network from 26 to 36 stores. The

Group finished the year with 300 stores (FY23: 304).

FY24 - GROUP BUSINESS PERFORMANCE

Following a period of record results for the Group, retail

conditions for the fine jewellery sector over the last 18

months have been challenging due to low consumer

confidence and broader macroeconomic pressures.

Notwithstanding the difficult conditions, third-party data

suggests that the Michael Hill brand has continued to

outperform the broader jewellery market.

DIRECTORS’ REPORT,

CONTINUED.

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ANNUAL REPORT 2024

SEGMENT RESULTS

The results below are expressed in local currency.

AUSTRALIAN RETAIL PERFORMANCE

20242023202220212020

OPERATING RESULTS (AU $’000)

Revenue359,102331,007303,409312,264266,610

Gross profit217,074211,823196,936194,148161,030

Gross margin60.4%64.0%64.9%62.2%60.4%

Comparable EBIT29,56853,54951,75054,34727,641

Comparable EBIT as a % of revenue8.2%16.2%17.1%17.4%10.4%

Number of stores171172147150155

Retail segment revenue increased by 10.3% to $359.1m for the year on a 52-week basis (including Bevilles),

and increased by 8.5% on a statutory basis (FY23: 53 weeks).

Gross margin for the year was 60.4%.

The Australian store network finished the year with 171 stores, including 36 Bevilles stores (FY23: 172, including 26 Bevilles stores).

NEW ZEALAND RETAIL PERFORMANCE

20242023202220212020

OPERATING RESULTS (NZ $’000)

Revenue114,785132,359125,090127,067106,696

Gross profit68,45381,96179,28878,77163,641

Gross margin59.6%61.9%63.4%62.0%59.6%

Comparable EBIT14,56725,62230,13035,11921,067

Comparable EBIT as a % of revenue12.7%19.4%24.1%27.6%19.7%

Number of stores4446484949

Retail segment revenue decreased by 11.8% to NZ$114.8m for the year on a 52-week basis, and decreased by 13.3% on a

statutory basis (FY23: 53 weeks).

Gross margin for the year was 59.6%.

Given the heightened level of security incidents experienced in New Zealand and in order to protect our customers, teams and

stores, significant investment in security measures continued throughout the year and had a ~$5m direct impact on earnings.

During the year, two stores closed, resulting in 44 stores at year end (FY23: 46).

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DIRECTORS’ REPORT,

CONTINUED.

CANADA RETAIL PERFORMANCE

20242023202220212020

OPERATING RESULTS (CA $’000)

Revenue157,094158,894159,661118,445110,799

Gross profit95,222100,531103,62372,64363,991

Gross margin60.6%63.3%64.9%61.3%57.8%

Comparable EBIT18,77527,11028,78512,320(2,412)

Comparable EBIT as a % of revenue12.0%17.1%18.0%10.4%(2.2)%

Number of stores8586858686

Retail segment revenue increased by 0.6% to CA$157.1m for the year on a 52-week basis, and decreased by 1.1% on a statutory

basis (FY23: 53 weeks). This result is a credit to the segment considering last year was another record performance.

Gross margin for the year was 60.6%.

During the year, one store closed, resulting in 85 stores at year end (FY23: 86).

CAPITAL MANAGEMENT

During the year, the business deployed cash for a number of strategic initiatives, including refresh of the Michael Hill brand,

the Chadstone global flagship store, development of TenSevenSeven, along with digital and data investments, resulting in a

closing net debt position of $38.7m.

As a proactive capital management measure, the existing debt facility has been increased by $40m for the four-month period

from 15 September 2024, to support seasonal working capital requirements for Christmas trade. In addition, the business

has taken decisive action to reduce capital expenditure across both technology and stores throughout FY25.

Given compressed earnings in FY24, and in conjunction with a commitment to prudent investment in operating and capital

expenditure in FY25, the Board has decided that no final dividend will be declared for FY24, resulting in a total dividend for

the year of AU1.75 cents per share.

GROUP STRATEGY, THE PATH TO 2030 - EMPHASIS ON SALES AND MARGIN GROWTH

While market conditions continue to be challenging, the business remains committed to its multi-brand group strategy with

an emphasis on sales and margin growth.

2020-2023

REPOSITION

MICHAEL HILL BRAND

2023-2024

ESTABLISH PORTFOLIO

OF BRANDS

LUXURY

PREMIUM

VALUE

PURE-PLAY

2024-2025

PRODUCT & BRAND

PROPOSITION

PREMIUM PRICE / LUXURY

Uniquely modern, high end bespoke

Premium contemporary classics,

milestone moments

Everyday essentials, great value

Fashion forward, accessible style

LOW PRICE / VALUE

BRAND & FASHION

POSITIONING

2025-2030

NETWORK EXPANSION

& PRODUCTIVITY

$492m$556m$595m$619m

FY20FY21FY22FY23FY24FY30

290285280278

264

36

$645m

revenue

NETWORK EXPANSION

(number of stores)

Michael Hill Bevilles TenSevenSeven Medley

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ANNUAL REPORT 2024

REPOSITION MICHAEL HILL BRAND, 2020 - 2023

Much of the strong performance over the last three years can

be attributed to the strategic transformation of the Michael

Hill brand – the strategy to elevate and modernise the brand

has underpinned the overarching vision for the business.

The aspirational brand journey to a more premium market

position continues, with consistent customer-led business

imperatives:

• Brand & Loyalty – Contemporary premium jewellery

brand, leveraging best-in-class loyalty program

• Retail Fundamentals – Elevated customer experience,

unwavering focus on productivity

• Digital & Omni-channel – Omni-first, channel agnostic,

digitally-led new markets

• Product Evolution – Premium yet accessible, with

diamonds at our core

• Sustainability – “the jeweller that cares”,

global category leader

The Company has demonstrated the success of the

aspirational brand journey strategy, firstly through an

increasing average transaction value of ~30% over

this period, validating our focus on elevated customer

experience, higher quality product and attraction of a

new modern customer. Secondly, retail productivity has

lifted considerably across all markets, delivering increased

revenues from an optimised store network.

ESTABLISH PORTFOLIO OF BRANDS, 2023 - 2024

With the Michael Hill brand having been repositioned to

a more premium position, the acquisition of the Bevilles

business provided a vehicle to take market share at the value

end of the fine jewellery category. Additionally, in the first half

of FY24, the Company soft 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 Group now services all

significant customer segments of the fine jewellery category,

and delivers multiple new growth pipelines.

In addition to our core fine jewellery brands, Medley

continues to establish itself as an emerging brand in the

fashion demi-fine/fine jewellery category.

PRODUCT & BRAND PROPOSITION, 2024 - 2025

With the Michael Hill Group multi-brand strategy now in place,

each brand is uniquely positioned for different segments and

price propositions, and its own strategic priorities:

Michael Hill

• In April 2024, the complete refresh of the Michael Hill

brand was revealed, delivering a new elevated aesthetic

across all brand assets, colour palette and logos. Over

the months that followed, elements of the new brand

assets were gradually brought to life across digital

platforms, stores and consumer packaging.

• This was soon followed by the exciting milestone of the

brand’s first “store of the future”. In late April 2024, a

new global flagship store came to life in Chadstone, the

most premium centre in the Australian market. The new

store incorporated all aspects of the new brand product

and proposition, with a new high value product offering,

elevated in-store experience, and private selling spaces.

• To coincide with the brand refresh, and our first flagship

store of the future, Michael Hill partnered with its first

ever global Brand Ambassador, Miranda Kerr.

• Miranda Kerr’s timeless elegance resonates in all our

markets, she embodies our brand values, is aspirational

and yet accessible. Michael Hill has the ambition to be

one of the most sustainable jewellery brands in the world

and this aligns perfectly with the sustainable business

practices that Miranda follows.

LUXURY

PREMIUM

VALUE

PURE-PLAY

PREMIUM PRICE / LUXURY

Uniquely modern, high end bespoke

Premium contemporary classics,

milestone moments

Everyday essentials, great value

Fashion forward, accessible style

LOW PRICE / VALUE

BRAND & FASHION

POSITIONING

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• Product evolution continues with a focus on quality,

innovation and sustainability and simultaneously, the

development of key signature ranges that embody

the premium brand positioning. These are best

demonstrated by the new signature lock range and

the exclusive cut 101 facet diamond collection.

• Launch of the

Michael Hill Foundation in late February

represents our ongoing commitment to meaningful

change, and our dedication to a better world. The

Michael Hill Foundation encompasses two key areas

of focus: Empowering Women and Nature Restoration.

Bevilles

• During the first year of ownership, the store network

expanded into a new territory, Queensland, with five new

stores and two conversion stores, along with three new

stores in existing territories, increasing the store network

to 36 stores (FY23: 26).

• In the second half of the year, the business transitioned

across to the group operational IT systems, and

seamlessly relocated its Melbourne head office &

distribution centre to Brisbane.

• An increased focus on enhancing the brand’s

differentiated proposition to increase disruption in the

value segment.

• After trading the all-important Christmas period, an

extensive range review was undertaken with a view to

rebalancing the product offering and visual presentation

to take advantage of clearly identified market

opportunities and in turn, maximising sales and margin.

• Re-establishing the brand’s dominance in its core and

everyday value product offering with a more productive

and streamlined product range.

• In support of the clearly defined network expansion

plan, building a cost-effective marketing strategy that

resonates with both existing and new customers.

TenSevenSeven

• New start-up brand with a unique and elevated

proposition, capturing an entirely new high-end

customer.

• Continued enhancements of the digital customer

experience, with product extensions and an increased

unique diamond offering.

• Investment in customer acquisition intended to be

reignited as Group performance returns to growth.

Medley

• Building on fashion positioning across both demi-fine

and fine jewellery to a younger demographic.

• Successfully trialled a pop-up kiosk in Chadstone.

NETWORK EXPANSION & PRODUCTIVITY, 2025 - 2030

With each brand uniquely positioned for their target

customer segments, and with both product and brand

propositions established, the Group will be well-placed to

grow revenue and profits through a more productive and

expanded distribution network.

Michael Hill

• Store productivity has proven to be a key lever of growth

over recent years and as the brand continues to elevate

and attract new target customers, it is anticipated that

this will continue.

• As the network aligns over time to the elevated product

proposition, and with the continued focus on brand

evolution, it is expected that average transaction values

will continue to increase and support revenue growth.

• Gross margin recovery will be a key focus, underpinned

by product evolution, increased penetration of higher

margin product, category mix and leveraging the

Brilliance by Michael Hill loyalty program

• The brand refresh of our direct-to-consumer digital

platforms is already delivering improved customer

experience and conversion rates, which in conjunction

with investments in data and insights, will increase

productivity across all channels.

DIRECTORS’ REPORT,

CONTINUED.

$492m$556m$595m$619m

FY20FY21FY22FY23FY24FY30

290285280278

264

36

$645m

revenue

NETWORK EXPANSION

(number of stores)

Michael Hill Bevilles TenSevenSeven Medley

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• Beyond the brand’s leading position in bridal, promoting

other key milestone moments like birthdays, provides

significant revenue growth opportunities for the

business.

• Data insights from the

Brilliance by Michael Hill

loyalty program have identified further opportunities

in targeting the self-purchasing customer, providing

additional revenue growth opportunities.

Bevilles

• Even with the challenging trading conditions in the

fine jewellery sector, the business has held firm on its

strategic intent to grow the footprint and strengthen its

position in the market.

• The business has grown the Bevilles network from 26 to

36 stores in the first year of ownership.

• With the expansion of the network into Queensland,

the business will focus on optimising the store layout,

product range, and building brand presence prior to

rolling out further stores.

• Based on Michael Hill experience, data insights and

competitor analysis, the opportunity to grow the

network to over 100 stores in Australia remains firmly

in place.

• As the Michael Hill brand elevates to a more premium

position, this presents opportunities with select stores

to transition to the Bevilles brand in a cost-efficient

model. Three trial conversion stores are already as a test

& learn and further conversion stores will be subject to

performance.

• A streamlined product offering will enable a step-change

in visual presentation and customer experience, leading

to a more efficient store footprint and an increase in

productivity.

• Investment in our people and training to upskill

leadership, lift performance, and drive productivity.

TenSevenSeven

• Given the current trading conditions, the Group has

prioritised resources to the Michael Hill and Bevilles

brands.

• As and when trading conditions improve, a resumption

of the

TenSevenSeven strategy will see delivery of key

initiatives including: leveraging group data for customer

acquisition, expansion of product offering, and opening

a small number of flagship showrooms in key capital city

destinations.

Medley

• Continue to optimise core digital platform, through

customer acquisition and increased purchase frequency.

• Following the initial success of the Chadstone pop-up

kiosk, it was extended for Christmas 2024.

Leveraging Group Capabilities

The multi-brand strategy is underpinned by a philosophy

of leveraging group capabilities to drive productivity across

all brands:

• Group technology investments and capabilities

• Customer data and insights

• Distribution and logistics synergies to optimise the

cost of doing business

• Portfolio vendor management to support product

quality and margins

• Digital capabilities to drive efficiency and growth

• Property management to optimise real estate network

• Core support and specialist functions across Human

Resources, Finance and Legal.

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RISK MANAGEMENT

The Board believes that a strong risk management framework supports the Group’s growth and success. The Group regularly

reviews its risk environment and has identified the following at risk areas and mitigating strategies:

RISKSTRATEGIES AND MITIGATION

Continued uncertainty of timeframes for

global recovery and changing geopolitical

risks creates volatility for the Group’s

operating environments

The Group has a growth strategy that embraces omni-channel expansion and strategic acquisitions

in markets that limit cannibalisation of sales and focusses on improving the customer experience.

Furthermore, there is executive oversight of all drivers, both internal and external, and prudent

policy execution and governance mechanisms to respond accordingly.

Increase in cyber-attacks disrupting

operations and increased reliance on

third-party platform providers to have

robust cyber controls

The Group has tasked the Technology Governance Committee to oversee its response to cyber

risk and the maturing of our cyber resilience. The Group continues to invest in new technologies

and remove vulnerable points of attack throughout its digital network.

External partners have been engaged to uplift our capabilities, including both proactive and

reactive responses to cyber-attacks.

Penetration testing and disaster recovery planning are built into our operating rhythm to further

prepare and respond to attacks.

Theft appeal of our product increases

during periods of financial hardship and

uncertainty

The safety and security of our staff and customers is our most important priority. We are

investing in initiatives and processes which improve the overall security of our stores and

contribute to the safety of our staff and customers. We are working with both local and national

law enforcement bodies and other external parties to better the overall retail environment for

our staff and customers.

With the increasing escalation of theft and violence in all operating environments, the Group has

expanded the remit of the dedicated executive led taskforce responding to New Zealand challenges

to consider all jurisdictions we operate in and develop tailored and appropriate actions.

Sustainability goals and supply chain

transparency

The Group has also outlined its goals in the Sustainability Strategy of having all suppliers

meeting our expectations on their social and environmental impacts by 2030. Michael Hill’s

sustainability vision is to transform how we source and manufacture our products, impact our

planet and improve peoples lives.

There are dedicated workstreams supporting each of our pillars of people, planet and product.

In the product and people pillars, the Group is working closely with our key suppliers across our

sourcing and procurement ecosystems to ensure our suppliers’ manufacturing and operations

comply with our responsible sourcing practices. Further, the Group has developed a modern slavery

roadmap to minimise the risk of modern slavery occurring in our business and supply chains.

Increasing price gaps between mined and

laboratory created diamonds impacts

pricing of our range and could influence

consumer behaviours to the detriment

of one or both precious stones

The Group regularly reviews its product range to ensure it satisfies consumer demand and offers

choices in the markets we operate. This is supported by a long-standing vendor relationships

with key jewellery manufacturers and buyers who have global insights and can advise on market

trends.

Both mined and laboratory created diamonds feature in our core range and collections targeted

to specific consumer preferences.

Breach of regulation or law in one of our

jurisdictions in an increasingly complex

compliance environment

The Group has in-house legal and compliance teams who are focused on compliance in our three

markets and utilise external firms for specialised advice when required. Any new legislative

requirements or rectification initiatives have dedicated teams focused on ensuring our

compliance and training our teams appropriately.

Ability to respond to rapidly changing

customer demographics, requirements

and behaviours.

The Group regularly conducts range reviews to ensure product mix is on trend and meets

customer demands and customer demographics. We are investing in customer analytic platforms

to better understand our current and future customers and tailoring our channels and product

mix to meet the desired customer demands.

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DIRECTORS’ REPORT,

CONTINUED.

NON-IFRS FINANCIAL INFORMATION

This report contains certain non-IFRS financial measures

of historical financial performance. Non-IFRS financial

measures are financial measures other than those defined

or specified under all relevant accounting standards. The

measures therefore may not be directly comparable with

other companies’ measures. Many of the measures used are

common practice in the industry in which the Group operates.

Non-IFRS financial information should be considered in

addition to, and is not intended to be a substitute for, or more

important than, IFRS measures. The presentation of non-

IFRS measures is in line with Regulatory Guide 230 issued by

Australian Securities and Investments Commission (ASIC) to

promote full and clear disclosure for investors and other users

of financial information, and minimise the possibility of those

users being misled by such information.

The measures are used by management and directors for

the purpose of assessing the financial performance of the

Group and individual segments. The directors also believe

that these non-IFRS measures assist in providing additional

meaningful information on the drivers of the business,

performance and trends, as well as the position of the Group.

Non-IFRS financial measures are also used to enhance the

comparability of information between reporting periods by

adjusting for non-recurring or controllable factors which

affect IFRS measures, to aid the user in understanding the

Group’s performance. Consequently, non-IFRS measures

are used by the directors and management for performance

analysis, planning, reporting and incentive setting. These

measures are not subject to audit.

The non-IFRS measures used in describing the business

performance include:

• Earnings before interest, tax, depreciation and

amortisation (EBITDA)

• Earnings before interest and tax (EBIT)

• Comparable EBIT

• Significant item

COMPARABLE EBIT

Comparable EBIT has been calculated as follows:

2024

$’000

2023

$’000

Reported EBIT14,22858,883

Add back costs relating to:

Impact of IFRIC SaaS-related

guidance

4,4507,356

Litigation judgement

1

4,000-

Bevilles acquisition

transaction costs

-1,960

Bevilles integration costs2,372-

Employee restructure costs962734

Less items relating to:

Impact of AASB16

Leases(10,114)(10,044)

Comparable EBIT15,89858,889

1

Refer to note I2 in the Financial Statements for events occurring after the end

of the reporting period for information regarding the litigation judgement.

ENVIRONMENTAL REGULATIONS

AND CLIMATE REPORTING

The Group has determined that no particular or significant

environmental regulations apply to it.

Under New Zealand’s Financial Markets Conduct (Climate-

related Disclosures for Foreign Listed Issuers) Exemption

Notice 2024 (Notice), Michael Hill International Limited does

not have a large presence in New Zealand and has a primary

listing on the ASX. Michael Hill International Limited relied

on the exemption in clause 6 of the Notice in respect of its

FY24 period and is therefore an exempt entity. In the FY24

period, Michael Hill International Limited was not required

to comply with any Australian climate-related disclosure

requirements. The climate statements voluntarily prepared

by Michael Hill International Limited can be found in the

FY24 Sustainability Report.

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INFORMATION

ON DIRECTORS

DIRECTORRobert Fyfe B.Eng, F.E.N.Z., C.N.Z.M.

EXPERIENCE AND DIRECTORSHIPS

Rob was appointed a Director of the Company on 9 June 2016 having previously served as

Director of Michael Hill’s listed entity in New Zealand commencing 6 January 2014. He was

appointed Chair of the Board in June 2021. Prior to joining the Company, Rob served as CEO

of Air New Zealand between 2005 and 2012, a period that saw a resurgence of 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. Rob also has extensive general management and board

experience in various retail businesses operating in New Zealand, Australia and Great Britain,

across sectors including retail banking, telecommunications, pay television, sport, manufacturing

and outdoor apparel. In 2015 Rob was awarded an Honorary Doctor of Commerce from

University of Canterbury and on New Year’s Eve 2020, Rob was appointed as a Companion of the

New Zealand Order of Merit for services to business and tourism.

Rob is also a Director of Air Canada. He has not had any other directorships of listed entities in

the last three years.

SPECIAL RESPONSIBILITIES

Chair

Non-executive and independent director

Member of ARMC

Member of PDRC

DIRECTORS’ INTERESTS

IN SHARES AND OPTIONS

1,953,578 Ordinary Shares

FROM LEFT: CLAUDIA BATTEN, ROBERT FYFE, DANIEL BRACKEN, SIR MICHAEL HILL, DAVID WHITTLE, EMMA HILL, AND GARY SMITH.

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DIRECTORSir Richard (Michael) Hill K.N.Z.M.

EXPERIENCE AND DIRECTORSHIPS

Sir Michael is the founder of Michael Hill, and his visionary leadership has been the foundation

for the Company’s listing on the New Zealand Stock Exchange (NZX) in 1987 and successful

international expansion. Sir Michael’s dedication to the jewellery retailing industry and his

commitment to excellence have been evident throughout his career. He had 23 years of jewellery

retailing experience before establishing Michael Hill in 1979, and his strategic decisions and

innovative approaches have played a significant role in the growth and success of Michael Hill.

Sir Michael led the Group as Chairman from when it listed on NZX in 1987 until 2015, and was

appointed a Director of the Company on 9 June 2016. In 2008, he was recognised as Ernst &

Young’s ‘Entrepreneur of the Year’ and in 2011 was appointed a Knight Companion of the New

Zealand Order of Merit for services to business and the arts. As a Knight Companion of the New

Zealand Order of Merit, Sir Michael’s contribution to both business and the arts has been widely

recognised and celebrated. His leadership continues to inspire those within the company and the

industry as a whole.

Sir Michael is not a Director of any other listed entities and has not had any directorships of listed

entities in the last three years.

SPECIAL RESPONSIBILITIESNon-executive director

DIRECTORS’ INTERESTS

IN SHARES AND OPTIONS

148,330,600 Ordinary Shares

DIRECTOREmma Hill B.Com, M.B.A

EXPERIENCE AND DIRECTORSHIPS

Emma was appointed a Director of the Company on 9 June 2016 having previously served as

Director of Michael Hill’s listed entity in New Zealand commencing 22 February 2007. She served

as Deputy Chair of the Group from 2011 until 2015 and as Chair from 2015 until June 2021.

Emma has over 30 years’ experience working in various roles within the Group, commencing on

the shop floor in Whangarei, New Zealand. She held a number of management positions in the

Australian company before successfully leading the expansion of the Group into Canada as Retail

General Manager in 2002. Emma holds a Bachelor of Commerce degree and an MBA from Bond

University.

Emma is not a Director of any other listed entities and has not had any directorships of listed

entities in the last three years.

SPECIAL RESPONSIBILITIES

Non-executive director

Chair of PDRC

DIRECTORS’ INTERESTS

IN SHARES AND OPTIONS

167,487,526 Ordinary Shares

DIRECTORGary Smith B.Com, F.C.A., F.A.I.C.D.

EXPERIENCE AND DIRECTORSHIPS

Gary was appointed a Director of the Company on 24 February 2016 having previously served as

Director of Michael Hill’s listed entity in New Zealand commencing 2 November 2012. Gary has

extensive Director experience across a range of boards and tourism related industry bodies. He

is Chairman of Flight Centre Travel Group Ltd, one of Australia’s top 100 public companies and is

a member of their Audit and Remuneration sub-committees. He is a Chartered Accountant and a

Fellow of the Australian Institute of Company Directors.

Gary is a Director of Flight Centre Travel Group Limited. He has not had any other directorships of

listed entities in the last three years.

SPECIAL RESPONSIBILITIES

Non-executive and independent director

Chair of ARMC

Member of PDRC

DIRECTORS’ INTERESTS

IN SHARES AND OPTIONS

102,000 Ordinary Shares

INFORMATION ON

DIRECTORS, CONTINUED.

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DIRECTORJacqueline Naylor M.A.I.C.D.

EXPERIENCE AND DIRECTORSHIPS

Jacqueline was appointed a Director of the Company on 15 July 2020, and retired as a Director of

the Company on 8 April 2024. Jacqueline is a highly regarded Australian retail leader with over

thirty years’ executive and board experience in retail, fashion and eCommerce. She is currently

an Independent Non-Executive Director of Myer and was previously a Director of PAS Group,

Macpac and the Virgin Australia Melbourne Fashion Festival. This follows an extensive career as

a retail executive (and later an executive director) at the Just Group, where Jacqueline oversaw

merchandising, marketing and brand strategies across a portfolio of 800 stores.

Jacqueline is a Director of Myer Holdings Limited. She has not had any other directorships of

listed entities in the last three years.

SPECIAL RESPONSIBILITIES

Non-executive and independent director

Member of ARMC

DIRECTORS’ INTERESTS

IN SHARES AND OPTIONS

160,000 Ordinary Shares (as at date of retirement as a director)

DIRECTORDavid Whittle B.A., B.Com

EXPERIENCE AND DIRECTORSHIPS

Dave was appointed a Director of the Company on 2 August 2023. Dave 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, Dave became the youngest ASX 200 Non-Executive Director when he

joined the board of Myer. Previously, Dave spent 10 years with global advertising group M&C

Saatchi in several local and international leadership roles, culminating in three years as Managing

Director in Australia.

Dave is a Director of Myer Holding Limited. He has not had any other directorships of listed

entities in the last three years.

SPECIAL RESPONSIBILITIES

Non-executive and independent director

Member of ARMC

DIRECTORS’ INTERESTS

IN SHARES AND OPTIONS

70,431 Ordinary Shares

DIRECTORClaudia Batten LLB (Hons), B.Com

EXPERIENCE AND DIRECTORSHIPS

Claudia was appointed a Director of the Company on the 30 August 2024. Claudia started her

professional career at law firm Russell McVeagh specialising in contract, IP, and technology law

before moving to New York in 2002. Claudia was a member of the founding team of Massive

Incorporated, a network for advertising in video games which helped pioneer “digital” as a media

buy. Massive was sold to Microsoft in 2006, where Claudia spent 3 years scaling the in-game

network. In 2009 she co-founded Victors & Spoils, the first advertising agency built on the

principles of crowdsourcing which was acquired by French holding company Havas Worldwide

just two years later.

Claudia has been widely recognised for her work supporting the technology and start up scene

in New Zealand and spent three years running North American operations for NZTE, supporting

disruptive thinking for the growth of NZ exports in North America. Claudia is a graduate of

Victoria University of Wellington with degrees in Law (Hons) and Commerce.

Claudia is currently a Director of Air New Zealand Limited, Vista Group International Limited and

is Chair of Serko Limited. She has not had any other directorships of listed entities in the last

three years.

SPECIAL RESPONSIBILITIES

Non-executive and independent director

Member of PDRC

DIRECTORS’ INTERESTS

IN SHARES AND OPTIONS

Nil Ordinary Shares

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ANNUAL REPORT 2024

INFORMATION ON

DIRECTORS, CONTINUED.

DIRECTORDaniel Bracken

EXPERIENCE AND DIRECTORSHIPS

Daniel joined the Group as the CEO in November 2018 and was appointed to the Board as an

executive Director in June 2021. He has more than 25 years’ experience managing some of

the world’s most iconic brands. He has an extensive background in corporate strategy, brand

development, product design, customer engagement and digital expansion, and has been

instrumental in executing turnaround initiatives across many retail businesses.

Daniel is not a Director of any other listed entities and has not had any other directorships of

listed entities in the last three years.

SPECIAL RESPONSIBILITIES

Managing Director

Chief Executive Officer

DIRECTORS’ INTERESTS

IN SHARES AND OPTIONS

2,845,693 Ordinary Shares

2,826,226 Share Rights

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COMPANY SECRETARIES

The Company has appointed two company secretaries, Andrew Lowe and Kate Palethorpe.

Andrew Lowe, who is also the Chief Financial Officer of the Group, was appointed to the position of Company Secretary on 1

March 2019, having also held that position previously from 15 December 2017 to 22 January 2018. Andrew has extensive

experience in finance and leadership roles across a range of listed corporate groups with Australian and offshore operations.

Andrew holds a Bachelor of Commerce, a Bachelor of Laws (Hons) and a Masters of Applied Finance, and is a qualified Chartered

Accountant and a Chartered Taxation Adviser of the Taxation Institute of Australia.

Kate Palethorpe, who is also the General Counsel of the Group, was appointed to the position of Company Secretary on 18 March

2024. Kate is an experienced ASX company secretary and governance professional, starting her career at top-tier law firm Minter

Ellison before moving to in-house roles including Aesop, Aussie Farmers Direct and Australian Dairy Nutritionals. She has broad

legal, commercial and governance experience and a strong background in retail and consumer brands/products.

Emily Bird held the position of Company Secretary from 31 July 2020 until 5 January 2024.

MEETINGS OF DIRECTORS

The numbers of meetings of the Company’s Board of Directors and of each Board committee held during the year ended

30 June 2024, and the numbers of meetings attended by each director were:

FULL MEETINGS

OF DIRECTORS

MEETING OF COMMITTEES

Audit and Risk Management

People Development

and Remuneration

ABABAB

R I Fyfe11114455

Sir R M Hill1011----

E J Hill1111--55

G W Smith10114455

J E Naylor^6623--

D Whittle*101022--

D Bracken1111----

A Number of meetings attended

B Number of meetings held during the time the director held office or was a member of the committee during the year

^ J E Naylor ceased to be a director of the company on 8 April 2024. She also ceased to be a member of the ARMC on that date.

* D Whittle was appointed as director of the company on 2 August 2023 and was appointed as a member of the ARMC on 13 November 2023.

COMMITTEE MEMBERSHIP

As at the date of this report, Michael Hill International Limited has an Audit and Risk Management Committee and

a People Development and Remuneration Committee.

AUDIT AND RISK MANAGEMENT COMMITTEE PEOPLE DEVELOPMENT AND REMUNERATION COMMITTEE

Gary Smith (Chair) Emma Hill (Chair)

Robert Fyfe Robert Fyfe

Jacqueline Naylor

(ceased membership on 8 April 2024) Gary Smith

David Whittle (commenced membership on 13 November 2023) Claudia Batten (commenced membership on 30 August 2024)

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ANNUAL REPORT 2024

AUDITED REMUNERATION

REPORT

LETTER FROM THE CHAIR OF

THE PEOPLE DEVELOPMENT AND

REMUNERATION COMMITTEE

Dear Shareholders,

On behalf of Michael Hill Group, I am pleased to present the

FY24 remuneration report. The report outlines the Group’s

remuneration strategy and framework and details how the

Board has approached remuneration to retain and incentivise

key management personal (KMP), while aligning reward with

shareholder value creation.

Over the past several years Michael Hill Group has achieved

significant growth and has transformed to become a

modern, differentiated, omni- channel jewellery group. In

FY24 however, persistent cost of living pressures has led to

significant declines in consumer confidence and discretionary

spending, which weighed heavily on the Group’s financial

performance.

Key results from FY24 include:

• Total Group revenue of $644.9m (2023: $629.6m) -

an increase of 2.4%

• Reported EBIT* of $14.2m (2023: $58.9m) -

a decrease of 75.8%

• Comparable EBIT* of $15.9m (2023: $58.9m) -

a decrease of 73.0%

* Reported EBIT and Comparable EBIT are non-IFRS information. Please refer to

non-IFRS information section in the Directors’ Report for an explanation of non-

IFRS information and a reconciliation of EBIT and Comparable EBIT.

On 1 June 2023, the Company completed the acquisition

of jewellery and watch retailer ‘Bevilles’. The Bevilles

acquisition included a portfolio of 26 Australian stores and

350 team members. During the year 10 new Bevilles stores

opened, establishing a brand presence in the Queensland

market, with a total of seven stores to date. Throughout

FY24 there was a strong focus on integration of the Bevilles

business including relocation of the Bevilles head office

from Melbourne to Brisbane to leverage the Group’s existing

distribution and support capability.

In response to challenging trading conditions during the year

a cost optimisation program was undertaken. This program

resulted in a review of the support centre structure and

costs. A number of departments were restructured, resulting

in the exit of some senior leadership roles and one executive

role, which resulted in the redistribution of responsibilities to

other executives.

It was pleasing to see an increase of two percentage points in

our most recent engagement survey and we continue to rate

well above industry average across all countries.

FY24 REMUNERATION

The Group’s KMP and executive remuneration structure

comprises a mix of market competitive fixed remuneration,

short term incentives (STI) to reward annual performance

and long-term incentives (LTI) to align long term financial

performance and shareholder value creation. There were no

changes to the Group remuneration structure during FY24.

The STI awarded for the year was 9.7% of potential and

19.5% of target for the CEO and 9.2% of potential and

18.5% of target for the CFO. The STI payment was for

achievement of H1 KPIs which were awarded at the end of

the half in accordance with policy. As a result of continued

profit decline during H2 the STI program was suspended with

no further payments made, despite the delivery of a number

of strategic and operational objectives being achieved.

Under the Group’s LTI program, 1,123,592 share rights were

awarded to the CEO and 241,871 share rights were awarded

to the CFO in FY24. These share rights are subject to the

satisfaction of certain performance metrics over a three year

performance period. In addition, in FY24 the CEO was issued

2,628,412 shares in the Company on vesting of his FY20

and FY21 LTI share rights and FY22 STI share rights. The CFO

was issued 778,205 shares in the Company on vesting of his

FY20 and FY21 LTI share rights and FY22 STI share rights.

At the 2023 Annual General Meeting shareholders

approved an increase in the Non-Executive Director (NED)

remuneration pool from $840,000 to $1,200,000. Non-

Executive Director (NED) fees were increased by the Wage

Price Index (WPI) of 3.6%. There were no other changes to

the structure of NED fees.

The directors present the 2024 Michael Hill International Limited remuneration report, outlining key aspects of our remuneration

policy and framework, and remuneration awarded during FY24. The information provided in this remuneration report has been

audited as required by section 308(3C) of the

Corporations Act 2001.

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ANNUAL REPORT 2024

AUDITED REMUNERATION

REPORT, CONTINUED.

FY25 REMUNERATION UPDATE

In recognition of the challenging trade environment and

FY24 decline in profit, no increase will be applied to Director

fees for the FY25 year. In line with our remuneration policy

the executive salaries were reviewed and an increase of 3%

awarded, which was below CPI of 3.8% for 12 months to

June 2024. Daniel Bracken as Managing Director and CEO

elected to forgo a base salary increase for FY25. As a result

of the Pay IQ review the structure of STI has moved from

individual KPIs that are measured and awarded on a six

monthly basis, to annual performance targets and payment.

The Outperformance component of the STI, which grants

the opportunity to double the On-Target award for financial

outperformance, has moved from a stepped to linear

payment curve awarded for above budget performance.

The maximum award performance hurdle has moved to

165% of EBIT target from the previous 112% of EBIT.

In conclusion, the Board believes the remuneration outcomes

for FY24 reflect an appropriate alignment between pay

and performance during the year and are also reasonable in

terms of the challenging operating environment.

Regards,


Emma Hill

Chair of the People Development

and Remuneration Committee

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

REMUNERATION OVERVIEW

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

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

their positions for the entire reporting period unless indicated otherwise.

NamePositionCommencement as KMP

Non-Executive Directors

Robert FyfeChair and non-executive director2016

Sir Richard Michael HillFounder and non-executive director2016

Emma HillNon-executive director2016

Gary SmithNon-executive director2016

David Whittle

1

Non-executive director2024

Jacqueline Naylor

2

Non-executive director2020

Managing Director and CEO

Daniel BrackenManaging Director and Chief Executive Officer2019

Executive

Andrew LoweChief Financial Officer and Company Secretary2017

1

David Whittle was appointed a non-executive director on 2 August 2023.

2

Jacqueline Naylor resigned as a non-executive director effective 8 April 2024.

PEOPLE DEVELOPMENT AND REMUNERATION

COMMITTEE (PDRC)

The primary objective of the People Development and

Remuneration Committee (PDRC) is to assist the Board to

fulfil its corporate governance and oversight responsibilities

in relation to the Company’s people strategy including

remuneration components, performance measurements

and accountability frameworks, recruitment, engagement,

retention, talent management and succession planning.

The following non-executive directors are members of the

PDRC for the 2024 reporting period:

• Emma Hill - Chair of the PDRC

• Robert Fyfe - Chair of the Board of Directors

• Gary Smith - Chair of the Audit and Risk Committee

USE OF REMUNERATION CONSULTANTS

The PDRC obtains independent advice every three years on

the appropriateness of remuneration practices of the Group

given trends in comparative companies and the objectives of

the Group’s remuneration strategy. In FY22 PriceWaterhouse

Coopers were engaged to benchmark KMP and Executive

team remuneration and the results were considered in FY24

remuneration decisions.

In FY24 PayIQ were engaged to review the Group’s STI

Framework, which informed changes to FY25 Remuneration

Framework. The fees paid to PayIQ for the remuneration

recommendations were $25,300.

44
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

AUDITED REMUNERATION

REPORT, CONTINUED.

REMUNERATION FRAMEWORK

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

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

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

OUR REMUNERATION FRAMEWORK

FIXED REMUNERATIONSHORT TERM INCENTIVE (STI)LONG TERM INCENTIVE (LTI)

How is it set?

Fixed Remuneration is set with

reference to market competitive

rates in comparative companies

for similar positions, adjusted

to account for the experience,

ability and effectiveness of

the individual Executive.

Executive KMP participate in the

Group’s STI program prioritising

Board approved on target and

outperformance targets.

The Company has established an

LTI plan as deferred compensation.

How is it delivered?

Base salary plus any fixed

elements including superannuation

and leave entitlements.

Cash for on target performance

and for outperformance.

An issue of share rights is made

to Executive KMP. The rights vest

at the end of the performance

period if certain performance

hurdles and vesting conditions

are met. Under the LTI plan rules

the Board also has discretion to

settle an issue of vested shares

via an equivalent cash payment.

What is the objective?

Attract and retain key

Executive talent.

Drive annual profit growth and

align Executive reward with

achievement of performance

targets that underpin strategy.

Reward Executive KMP for

sustainable long term growth

aligned to shareholders’ interests.

OUR VALUES

WE CARE


WE ARE PROFESSIONAL


WE ARE INCLUSIVE AND DIVERSE


WE CREATE OUTSTANDING EXPERIENCES

OUR REMUNERATION

PHILOSOPHY

ATTRACT, MOTIVATE AND RETAIN TALENT


REWARD THE ACHIEVEMENT OF STRATEGIC OBJECTIVES


ALIGN TO SHAREHOLDER VALUE CREATION

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

RELATIONSHIP OF REMUNERATION TO GROUP PERFORMANCE

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

The overall level of remuneration takes into consideration the performance of the Group over several years. The performance

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

20242023202220212020

Revenue ($'000)644,929629,562595,210556,486492,060

Comparable EBIT* ($'000)15,89858,88962,87056,59425,686

Profit for the year attributable to owners

of the Company ($'000)

(479)35,18246,71241,0153,059

Earnings per share (cents)(0.12c)9.20c12.03c10.57c0.79c

Dividends paid during the financial year

1

($'000)20,19530,71925,23911,6365,817

Market capitalisation ($'000)173,081339,822361,105322,158131,841

Share price at year end ($)0.450.900.930.830.34

Compound annual growth rate(20.1%)(2.2%)13.9%148.5%(34.3%)

Return on average total assets(0.1%)6.7%9.3%9.0%0.7%

* EBIT and Comparable EBIT are Non-IFRS Information. Please refer to Non-IFRS Information in the Directors’ Report for an explanation of Non-IFRS information

and a reconciliation of EBIT and Comparable EBIT.

1

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

The first graph below shows the share price growth and movement compared to the ASX300 whilst the second graph shows the

dividend paid and yield per financial year.

SHARE PRICE AND ASX 300DIVIDEND AND YIELD

KMP REMUNERATION AND REVENUEKMP REMUNERATION AND ADJUSTED EARNINGS PER SHARE

$1.7

$1.5

$1.3

$1.1

$0.9

$0.7

$0.5

$0.3

$4,000,000

$3,500,000

$3,000,000

$2,500,000

$2,000,000

$1,500,000

$1,000,000

$500,000

$0

9,000

8,000

7,000

6,000

5,000

4,000

3,000

2,000

1,000

-

$700m

$650m

$600m

$550m

$500m

$4,000,000

$3,500,000

$3,000,000

$2,500,000

$2,000,000

$1,500,000

$1,000,000

$500,000

$0

12.0

10.0

8.0

6.0

4.0

2.0

0.0

(2.0)

(4.0)

9.0

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

cents per share

cents per share

10%

9%

8%

7%

6%

5%

4%

3%

2%

1%

0%

Share price ASX 300 (RHS)

FY21FY22FY23FY24

FY21FY22FY23FY24

JUN 20DEC 20JUN 21DEC 21JUN 22DEC 22JUN 23DEC 23JUN 24

Dividend Yield (RHS)

KMP Fixed KMP STI KMP LTI Adjusted EPS (RHS)KMP Fixed KMP STI KMP LTI Revenue (RHS)

SHARE PRICE AND ASX 300DIVIDEND AND YIELD

KMP REMUNERATION AND REVENUEKMP REMUNERATION AND ADJUSTED EARNINGS PER SHARE

$1.7

$1.5

$1.3

$1.1

$0.9

$0.7

$0.5

$0.3

$4,000,000

$3,500,000

$3,000,000

$2,500,000

$2,000,000

$1,500,000

$1,000,000

$500,000

$0

9,000

8,000

7,000

6,000

5,000

4,000

3,000

2,000

1,000

-

$700m

$650m

$600m

$550m

$500m

$4,000,000

$3,500,000

$3,000,000

$2,500,000

$2,000,000

$1,500,000

$1,000,000

$500,000

$0

12.0

10.0

8.0

6.0

4.0

2.0

0.0

(2.0)

(4.0)

9.0

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

cents per share

cents per share

10%

9%

8%

7%

6%

5%

4%

3%

2%

1%

0%

Share price ASX 300 (RHS)

FY21FY22FY23FY24

FY21FY22FY23FY24

JUN 20DEC 20JUN 21DEC 21JUN 22DEC 22JUN 23DEC 23JUN 24

Dividend Yield (RHS)

KMP Fixed KMP STI KMP LTI Adjusted EPS (RHS)

KMP Fixed KMP STI KMP LTI Revenue (RHS)

The graphs below show the relationship of KMP remuneration to revenue and Adjusted Earnings Per Share

1

for the last

four financial years.

1

Adjusted Earnings Per Share is calculated similarly to statutory Earnings Per Share except EBIT is adjusted to Comparable EBIT as set out in the Directors’ Report.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

AUDITED REMUNERATION

REPORT, CONTINUED.

FY24 EXECUTIVE KEY MANAGEMENT PERSONNEL (KMP) REMUNERATION

As per our Remuneration Policy, formal benchmarking of KMP remuneration is conducted every three years. The last review was

conducted in the lead up to FY23 and the findings from this activity were used to inform the FY24 KMP remuneration outcomes.

REMUNERATION MIX

The total remuneration for Executive KMPs comprises both Fixed Remuneration and at risk components in the form of On-

Target STI, Outperformance STI and LTI. Maximum STI and LTI incentives are calculated as a % of the relevant Executive KMPs

Fixed Remuneration component, with the actual amount delivered to the KMP subject to satisfaction of certain performance

conditions. The remuneration mix is designed to compensate KMP in a way that strongly correlates to Group performance. The

Outperformance STI gives the Executive KMPs the ability to earn the equivalent % of the On-Target STI value, paid in cash.

KMPFixed RemunerationMaximum STILT ITotal

Daniel Bracken - CEO34.8%32.1%33.1%100.0%

Andrew Lowe - CFO48.5%32.0%19.4%100.0%

FIXED REMUNERATION

Fixed Remuneration is reviewed annually, and our policy is to consider the consumer price index (CPI), Executive performance and

retention, and increases to any applicable superannuation concessional contributions cap. Remuneration is set with reference

to market competitive rates in comparable companies for similar positions adjusted for the experience, ability and effectiveness

of the individual Executive KMP. Fixed Remuneration includes base salary and superannuation contributions at the rate of the

concessional contributions cap. At the commencement of the reporting period, CPI was at 6%, which had decreased from the

previous quarter, in addition the minimum wage was increased 5.75%. Due to wage inflation the base salary of the CEO increased

by 5% and the base salary of the CFO increased by 5%. Superannuation was maintained at the concessional contributions cap of

$27,500 for both KMP.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

SHORT TERM INCENTIVE (STI) SCHEME

The Group’s STI program is designed to reward delivery of annual profit targets and ensure achievement of strategic and

operational objectives. The maximum STI is calculated as a % of the relevant Executive KMP’s Fixed Remuneration component

and detailed in performance scorecards that are set by the People, Development and Remuneration Committee (PDRC). The

scorecards detail the performance targets, indicators and weightings for each Executive across the key performance areas of

Financial, Strategy, Customer and People. The CEO’s scorecard is comprised of core objectives from each Executive’s scorecard.

The STI program is supported by a performance management system giving visibility and transparency of progress by each Executive.

Performance against key performance indicators (KPIs) is formally measured on a biannual basis and informally in regular meetings.

The STI program in FY24 for KMP was structured as follows:

Performance period

Annual award for Financial KPI

Six monthly award for Strategy, Customer and People KPIs

Opportunity

CEO - 92% of Fixed Remuneration comprised of 46% for On-Target performance,

and 46% for Outperformance

CFO - 66% of Fixed Remuneration comprised of 33% for On-Target performance,

and 33% for Outperformance

How the STI is paid?In cash for On-Target performance and in cash for Outperformance

On-Target performance measures

Financial KPI 60% weighting

Strategy, Customer and People KPIs 40% weighting

Performance measure for Outperformance

component

Starting at $2.0m above FY24 budgeted EBIT and increasing progressively

How is STI assessed?

The PDRC reviews the CEO’s performance against the performance targets and objectives set

for that year. The CEO assesses the performance of his direct reports which include the CFO.

The PDRC reviews the assessed performance for Board endorsement.

STI OUTCOMES

The following tables detail the FY24 STI scorecard KPIs and assessment applied to the CEO and CFO. In H1 the majority of the

individual KPIs for both KMP were achieved and payment made, as detailed in the table below. At the end of the FY24 financial

year, both KMP achieved their strategic and customer targets, with an improvement on the people target. However, with the

decline in profit in H2 the STI program was suspended with no further payments made at the end of the year for the second half.

KPI2024 Performance Assessment

FINANCIAL (60% weighting)

EBIT

Target not achieved

STRATEGY (15% weighting)

Growth, Cyber security, Store of the future

Achieved

CUSTOMER (15% weighting)

Brand refresh

Achieved

PEOPLE (10% weighting)

Culture and engagement, ESG

Engagement improvement on FY23 but not to target and not awarded. ESG achieved.

48
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

AUDITED REMUNERATION

REPORT, CONTINUED.

ANALYSIS OF BONUSES INCLUDED IN REMUNERATION

IncentiveRemuneration

Amount

Forfeited

On-Target

achieved

Out-

performance

achieved

Total potential

available

Cash STI

component

Total STI

included

%%$$$$

Daniel Bracken19.5%0.0%1,027,283100,160100,160927,123

Andrew Lowe18.5%0.0%376,77734,85234,852341,925


LTI SCHEME

The FY24 LTI program for KMP was structured as follows:

Performance period3 years

Opportunity

CEO - 95% of Fixed Remuneration

CFO - 40% of Fixed Remuneration

InstrumentShare rights

Performance metrics

Total Shareholder Return (TSR) compound annual growth rate (CAGR) over 3 years

Earnings per Share (EPS) CAGR over 3 years

Service condition

Awards are subject to a service condition requiring the Executive KMP to remain employed by the Group until the

performance hurdle assessment date (being 10 ASX trading days following the release of the Group’s FY26 results).

Vesting schedule

for the Performance

metrics

Subject to the KMP meeting the Service condition, share rights attached to the TSR and EPS performance metrics

vest in accordance with a sliding vesting schedule:

The TSR vesting schedule is as follows:

• No rights vest if TSR is equal to or less than 10% CAGR

• 10% of share rights vest for each 1% increase in CAGR performance between 10% CAGR to 20% CAGR

• 100% of share rights vest if TSR is equal to or above 20% CAGR

The EPS vesting schedule is as follows:

• No rights vest if EPS is equal to or less than 5% CAGR

• 10% of share rights vest for each 1% increase in CAGR between 5% CAGR to 10% CAGR

• 100% of share rights vest if EPS is equal to or above 10% CAGR

Rationale for the

performance metric

and condition

The TSR and EPS metrics have been deemed by the PDRC to be a suitable market based measure to create alignment

between the interests of Executive KMP and the interests of shareholders.

What happens

when a KMP ceases

employment?

The treatment of the KMP’s share rights (both vested and unvested) will depend on the circumstances of cessation

of their employment. For example, where the KMP 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 redundancy or bona fide

retirement, the KMP 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

for those share rights that will have lapsed on the date the KMP’s employment ceased). In addition, any vesting

conditions applicable to a KMP’s unvested share rights will automatically be waived, unless the Board determines a

different treatment.

Dividends and

voting rights

Share rights do not confer on the holder any entitlement to any dividends or other distributions by the Group or any

right to attend or vote at any general meeting of the Group.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

FY24 LTI OUTCOMES

Both Executive KMP were eligible to participate in the

FY24 LTI in accordance with the LTI program detailed in the

preceding table. For the CEO, the grant of share rights under

the FY24 LTI plan was approved by shareholders at the

2023 Annual General Meeting held on 14 November 2023.

Further details of the number of share rights granted to the

CEO and CFO in relation to the FY24 LTI can be found later in

this report under the heading ‘Reconciliation of Options and

Share Rights held by KMP’.

OTHER BENEFITS

Executive KMP do not receive additional benefits, such as

non-cash benefits, other than superannuation and leave

entitlements, as part of the terms and conditions of their

appointment. Loans are not provided.

SERVICE CONTRACTS

It is the Group’s policy that service contracts for KMP are

unlimited in term but capable of termination on six months’

notice (twelve months in the case of the CEO) and that the

Group retains the right to terminate the contract immediately,

by making payment equal to three months’ pay in lieu of

notice (or twelve months in the case of the CEO). KMP are

also entitled to receive on termination of employment their

statutory entitlements of accrued annual and long service

leave, together with any superannuation benefits.

FY24 NON-EXECUTIVE DIRECTOR

REMUNERATION

Total compensation for all Non-Executive Directors, voted

upon by shareholders on 14 November 2023, is not to

exceed $1,200,000 per annum. Directors’ base fees for

FY24 were $110,795 per annum. The Board Chair receives

twice the base fee. Additional fees are paid where a Director

is Chair of a committee.

COMMITTEE CHAIR FEES

$

People Development and Remuneration22,890

Audit and Risk34,336

It is the Company’s policy to consider CPI and the WPI in

determining any increase to Directors’ fees annually. In FY24,

CPI was 6% and WPI was 3.6%. It was decided that that the

appropriate measure to apply was WPI and the Non-Executive

Director fees increased by the WPI percentage of 3.6%.

All Non-Executive Directors enter into a service agreement

with the Company in the form of a letter of appointment. The

letter summarises the Board policies and terms, including

remuneration, relevant to the office of Director. Non-Executive

Directors do not receive performance-related compensation.

Directors’ fees cover all main Board activities and membership

of committees. Non-Executive Directors are not provided with

retirement benefits apart from statutory superannuation.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

AUDITED REMUNERATION

REPORT, CONTINUED.

DIRECTOR AND EXECUTIVE REMUNERATION OUTCOMES FOR FY24

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

of the consolidated entity are:

Name

Short-termLong-term

Post-

employment

Share-based payments

Proportion

remuneration

performance

related

Value of

rights as

proportion

of

remuneration

Salary

& fees*

STI cash

bonus

Total

Long service

leave

Super-

annuation

benefits

Termination

benefits

Share rightsTotal

$$$$$$$$%%

NON-EXECUTIVE DIRECTORS

Emma Jane Hill

2024133,544-133,544----133,544--

2023128,748-128,748----128,748--

Sir Richard Michael Hill

2024110,678-110,678----110,678--

2023106,702-106,702----106,702--

Gary Warwick Smith

2024130,602-130,602-14,529--145,131--

2023126,634-126,634-13,454--140,088--

Robert Ian Fyfe

2024221,356-221,356----221,356--

2023213,405-213,405----213,405--

David Whittle (appointed 2 August 2023)

202491,477-91,477-10,187--101,664--

2023----------

Jacqueline Elizabeth Naylor (resigned 8 April 2024)

202476,781-76,781-8,446--85,227--

202396,674-96,674-10,390--107,064--

EXECUTIVE DIRECTOR

Daniel Bracken, CEO

20241,149,265100,1601,249,42522,13927,500-150,8221,449,8866.91%10.40%

20231,062,937342,8501,405,78621,25227,500-290,0331,744,57219.65%16.62%

TOTAL DIRECTOR REMUNERATION

20241,913,703100,1602,013,86322,13960,662-150,8222,247,4856.91%10.40%

20231,735,100342,8502,077,94921,25251,344-290,0332,440,57819.65%16.62%

* Salary and fees include the net leave entitlement accrual, calculated as leave accrued less leave taken.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024


Name

Short-termLong-term

Post-

employment

Share-based payments

Proportion

remuneration

performance

related

Value of

rights as

proportion

of

remuneration

Salary

& fees*

STI cash

bonus

Total

Long service

leave

Super-

annuation

benefits

Termination

benefits

Share rightsTotal

$$$$$$$$%%

NON-DIRECTOR KMP

Andrew Lowe, CFO

2024528,32634,852563,17811,45427,500-32,056634,1895.50%5.05%

2023523,568125,895649,46311,11727,500-78,139766,22016.43%10.20%

TOTAL NON-DIRECTOR KMP REMUNERATION

2024528,32634,852563,17811,45427,500-32,056634,1895.50%5.05%

2023523,568125,895649,46311,11727,500-78,139766,22016.43%10.20%

TOTAL KMP REMUNERATION

20242,442,029135,0122,577,04133,59388,162-182,8782,881,6744.64%6.29%

20232,258,668468,7452,727,41332,36978,844-368,1723,206,79814.62%11.48%

* Salary and fees include the net leave entitlement accrual, calculated as leave accrued less leave taken.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

ADDITIONAL STATUTORY

INFORMATION

EQUITY INSTRUMENTS

All options or rights refer to options or rights over ordinary

shares of Michael Hill International Limited, which are

exercisable on a one-for-one basis under the Company’s

Equity Incentive Plan (Plan).

MODIFICATION OF TERMS OF EQUITY-

SETTLED SHARE-BASED PAYMENT

TRANSACTIONS

The terms of the Plan were approved by shareholders

at the Company’s 2023 Annual General Meeting held

on 14 November 2023. The Plan replaced the Group’s

previous incentive scheme approved by shareholders

to address significant changes to the

Corporations Act

covering employee share schemes. No changes were

otherwise made to the terms of the Plan during the

reporting period.

The Plan applies to any rights or shares issued after

14 November 2023 as part of the Company’s LTI

remuneration strategy.

The terms of equity-settled share-based payment

transactions (including options and rights granted as

compensation to a KMP) entered into prior to 14 November

2023 have not been altered or modified by the Company

during the reporting period or the prior period. Upon

exercise of any option previously granted with a NZ$

exercise price, the exercise price will be converted to AU$

with reference to the Reserve Bank of Australia foreign

exchange rate on that date. The exercise price of any future

option grants will be set by using the same method, with

reference to the Australian Securities Exchange (‘ASX’).

ANALYSIS OF OPTIONS AND RIGHTS

OVER EQUITY INSTRUMENTS GRANTED

AS COMPENSATION

No options were granted to KMP as compensation for the

financial year.

SHARE RIGHTS

The number of share rights issued to KMP and senior

management during FY24 was 1,365,463 share rights. Of

these, the number of share rights issued to KMP are set out

below. Refer to note D3 of the accompanying financial report

for further details.

Issued during

the year

Fair value per

share right

KMPNumber$

Daniel Bracken1,123,5920.45

Andrew Lowe241,8710.45

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

RECONCILIATION OF OPTIONS AND SHARE RIGHTS HELD BY KMP

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

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

Balance at start of the yearBalance at end of the year

Vested and

Exercisable

UnvestedIssuedForfeitedVestedExercised

Vested and

Exercisable

Unvested

DANIEL BRACKEN

FY19 LTI Plan

Tranche one27,504----(27,504)--

Tranche two27,504----(27,504)--

Tranche three-55,010-55,010

FY20 LTI Plan

Tranche one35,615----(35,615)--

Tranche two-35,615-----35,615

Tranche three-71,229-----71,229

FY21 LTI Plan

Single Issue-2,057,738--2,057,738(2,057,738)--

FY22 LTI Plan

Single Issue-634,081-----634,081

FY22 STI Plan

Single Issue480,051---- (480,051)--

FY23 LTI Plan

Single Issue-906,699-----906,699

FY24 LTI Plan

Single Issue--1,123,592----1,123,592

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024


Balance at start of the yearBalance at end of the year

Vested and

Exercisable

UnvestedIssuedForfeitedVestedExercised

Vested and

Exercisable

Unvested

ANDREW LOWE

FY18 LTI Plan

Tranche three8,648---(8,648)--

FY19 LTI Plan

Tranche two8,365---(8,365)--

Tranche three-16,733----16,733

FY20 LTI Plan

Tranche one6,424---(6,424)--

Tranche two-6,424----6,424

Tranche three-12,847----12,847

FY21 LTI Plan

Single Issue-603,119-603,119(603,119)--

FY22 LTI Plan

Single Issue-200,307----200,307

FY22 STI Plan

Single Issue151,649---(151,649)--

FY23 LTI Plan

Single Issue-195,411----195,411

FY24 LTI Plan

Single Issue--241,871---241,871

T O TA L745,7604,795,2131,365,463-2,660,857(3,406,617)-3,499,819

* Share rights granted to Daniel Bracken during the reporting period were approved by shareholders at the Company’s 2023 AGM as required by ASX Listing Rule 10.14.

SHAREHOLDINGS

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

Balance at start

of the year

Received on

exercise of rights

Other changes

Balance at end

of the year

NON-EXECUTIVE DIRECTORSNumberNumberNumberNumber

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

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

Gary Smith 80,000 - 22,000 102,000

Robert Fyfe 1,953,578 - - 1,953,578

David Whittle - - 70,43170,431

Jacqueline Naylor 160,000 - (160,000)-

EXECUTIVE DIRECTOR

Daniel Bracken 201,869 2,628,41215,4122,845,693

NON- DIRECTOR

Andrew Lowe17,015778,205-795,220

* Includes common shareholding due to a related party.

ADDITIONAL STATUTORY

INFORMATION, CONTINUED.

55
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

VOTING OF SHAREHOLDERS AT LAST YEAR’S ANNUAL GENERAL MEETING

The Company received 99.08% of “For” votes on its remuneration report for FY23. The Company also obtained approval

to increase the Non-Executive Director remuneration pool from $840,000 to $1,200.000 at the 2023 AGM. 77.73% of

shareholders voted “For” this resolution. The Company did not otherwise receive any specific feedback at the AGM or

throughout the year on its remuneration practices.

INSURANCE OF OFFICERS AND INDEMNITIES

The Company’s Constitution provides that it may indemnify any person who is, or has been, an officer of the Group, including the

directors, the Secretaries and other officers, against liabilities incurred whilst acting as such officers to the extent permitted by

law. The Company has entered into a Deed of Indemnity, Insurance and Access with each of the Company’s directors, Company

Secretaries and certain other officers. No director or officer of the Company has received benefits under an indemnity from the

Company during or since the end of the year.

The Company has paid a premium for insurance for officers of the Group. This insurance is against a liability for costs and

expenses incurred by officers in defending civil or criminal proceedings involving them as such officers, with some exceptions.

The contract of insurance prohibits disclosure of the nature of the liability insured against and the amount of the premium paid.

To the extent permitted by law, the Company has agreed to indemnify its auditor, Ernst & Young, as part of the terms of its audit

engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been

made to indemnify Ernst & Young during or since the financial year.

NON-AUDIT SERVICES

There were no non-audit services provided by the entity’s auditor, Ernst & Young (Australia).

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 (Cth) is

included in this report.

ROUNDING OF AMOUNTS

The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding off’ of amounts in the

Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with the instrument to the nearest

thousand dollars, or in certain cases, to the nearest dollar.

This report is made on 30 August 2024 in accordance with a resolution of directors as required by section 298 of the

Corporations Act 2001.

R I Fyfe

Chair

Brisbane

30 August 2024

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

AUDITOR’S INDEPENDENCE DECLARATION

TO THE DIRECTORS OF MICHAEL HILL

INTERNATIONAL LIMITED

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

30 June 2024, I declare to the best of my knowledge and belief, there have been:

a. No contraventions of the auditor independence requirements of the

Corporations Act 2001 in relation to the audit;

b. No contraventions of any applicable code of professional conduct in relation to the audit; and

c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Michael Hill International Limited and the entities it controlled during the financial year.

Ernst & Young



Kellie McKenzie

Partner

30 August 2024

Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.com/au

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

FINANCIAL
STATEMENTS

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

59
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

Notes

2024

$’000

2023

$’000

Revenue from contracts with customersA2644,929 629,562

Other incomeA32,856 2,256

Cost of goods sold(254,011)(225,122)

Employee benefits expenseD1(182,670)(168,357)

Occupancy costs(13,468)(9,928)

Marketing expenses(42,052)(44,152)

Selling expenses(22,330)(20,871)

Impairment reversal of property, plant and equipment and other assets265 2,244

Depreciation and amortisation expenseF1(68,013)(57,724)

Loss on disposal of property, plant and equipment(413)(116)

Administrative expenses(26,847)(25,533)

Other expenses(23,700)(22,581)

Finance expensesF1(14,914)(9,931)

Profit/(loss) before income tax(368)49,747

Income tax expenseF8(111)(14,565)

Profit/(loss) for the year(479)35,182

OTHER COMPREHENSIVE INCOME

Notes

2024

$’000

2023

$’000

Item that may be reclassified subsequently to profit or loss:

Currency translation differences arising during the year(1,228)(2,554)

Other comprehensive income for the year, net of tax(1,228)(2,554)

Total comprehensive income/(loss) for the year(1,707)32,628

Total comprehensive income/(loss) for the year is attributable to:

Owners of Michael Hill International Limited (1,707)32,628

EARNINGS PER SHARE FOR PROFIT/(LOSS) ATTRIBUTABLE

TO THE ORDINARY EQUITY HOLDERS OF THE COMPANY

Notes

2024

cents

2023

cents

Basic earnings per shareF2(0.12)9.20

Diluted earnings per shareF2(0.12)9.00


The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

60
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

ASSETS

Notes

2024

$’000

2023

$’000

CURRENT ASSETS

Cash and cash equivalentsB120,174 20,867

Trade and other receivablesF314,803 14,533

InventoriesA4195,785 203,260

Current tax receivables704 689

Contract assetsA2557 452

Other current assets7,576 5,061

Total current assets239,599 244,862

NON-CURRENT ASSETS

Trade and other receivables F3990 995

Right-of-use assetsA5133,988 139,052

Property, plant and equipmentF459,707 57,806

Intangible assetsF557,803 53,910

Deferred tax assetsF852,507 49,118

Contract assets A2251 371

Other non-current assets399 374

Total non-current assets305,645 301,626

Total assets545,244 546,488

LIABILITIES

CURRENT LIABILITIES

Trade and other payablesF668,135 71,202

Lease liabilitiesA540,278 41,075

Contract liabilities A219,616 20,685

ProvisionsF713,114 13,245

Current tax liabilities812 6,768

Deferred revenue236 212

Deferred consideration 2,851 1,814

Total current liabilities145,042 155,001

NON-CURRENT LIABILITIES

Lease liabilities A5114,303 117,518

Contract liabilitiesA252,955 59,418

Borrowings B258,900 12,500

Provisions F77,163 10,879

Deferred consideration- 2,557

Total non-current liabilities233,321 202,872

Total liabilities378,363 357,873

Net assets166,881 188,615

EQUITY

Contributed equityF1012,763 11,112

Reserves(102)2,609

Retained profits154,220 174,894

Total equity166,881 188,615

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

61
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

ATTRIBUTABLE TO OWNERS OF

MICHAEL HILL INTERNATIONAL LIMITED

Notes

Contributed

Equity

Share Based

Payments

Reserve

Foreign

Currency

Translation

Reserve

Retained

Profits

Total Equity

$’000$’000$’000$’000$’000

Balance at 26 June 202211,3887672,602180,338195,095

Profit for the year- - - 35,18235,182

Currency translation differences- - (2,554)- (2,554)

Total comprehensive income for the year- - (2,554)35,18232,628

Transactions with members in their capacity as owners:

Dividends paid/providedB3- - - (30,719)(30,719)

Issue of share capital on exercise of share rights24(24)- - -

Share-based payments expenseD3- 1,818- - 1,818

Share buy-backF10(300)- - (9,907)(10,207)

(276)1,794- (40,626)(39,108)

Balance at 2 July 202311,1122,56148174,894188,615

Loss for the year- - - (479)(479)

Currency translation differences- - (1,228)- (1,228)

Total comprehensive income/(loss) for the year- - (1,228)(479)(1,707)

Transactions with members in their capacity as owners:

Dividends paid/providedB3- - - (20,195)(20,195)

Issue of share capital on exercise of share rights1,651(1,651)- - -

Share-based payments expenseD3- 168- - 168

1,651(1,483)- (20,195)(20,027)

Balance at 30 June 202412,7631,078(1,180)154,220166,881

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

CONSOLIDATED STATEMENT OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES

Notes

2024

$’000

2023

$’000

Receipts from customers (inclusive of GST and sales taxes)720,045 693,744

Payments to suppliers and employees (inclusive of GST and sales taxes)(624,642)(571,361)

95,403 122,383

Interest received318 792

Other revenue received1,674 1,460

Interest paid(3,641)(919)

Leasing interest paidA5(10,640)(8,791)

Income tax paid(11,912)(6,728)

Net GST and sales taxes paid(33,429)(28,125)

Net cash inflow from operating activitiesB137,773 80,072

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment10 61

Payments for property, plant and equipmentF4(21,099)(26,479)

Payments for intangible assetsF5(6,510)(7,790)

Acquisition of businessG1(250)(48,113)

Net cash (outflow) from investing activities(27,849)(82,321)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowingsB2124,500 21,500

Repayment of borrowingsB2(65,600)(9,000)

Principal portion of lease paymentsA5(49,240)(45,098)

Dividends paid to company's shareholdersB3(20,195)(30,719)

Share buyback / share options exercisedF10- (10,207)

Net cash (outflow) from financing activities(10,535)(73,524)

Net increase in cash and cash equivalents(611)(75,773)

Cash and cash equivalents at the beginning of the financial year20,867 95,844

Effects of exchange rate changes on cash and cash equivalents(82)796

Cash and cash equivalents at the end of the financial yearB120,174 20,867

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

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

CORPORATE INFORMATION

The consolidated financial statements of Michael Hill International Limited and its subsidiaries (collectively, the Group) for the

year ended 30 June 2024 were authorised for issue in accordance with a resolution of the directors on 30 August 2024. Michael

Hill International Limited (the Company or Parent) is a for profit company limited by shares incorporated in Australia. The

Company is listed on the Australian Securities Exchange (‘ASX’) as its primary listing, and maintains a secondary listing on the New

Zealand Stock Exchange (‘NZX’).

A. FINANCIAL OVERVIEW

A1. SEGMENT INFORMATION

Management have determined the operating segments based on the reports reviewed by the Board and Executive Management

team (chief operating decision makers (CODM)) that are used to make strategic decisions. The Board and Executive Management

team consider, organise and manage the business primarily from a geographic perspective, being the country of origin where the

sale and service was performed.

The amounts provided to the Board and Executive Management team in respect of total assets and liabilities are measured in

a manner consistent with the financial statements. These reports do not allocate total assets or total liabilities based on the

operations of each segment or by geographical location.

The Group’s operations are in three geographical segments: Australia, New Zealand and Canada.

The corporate and other segment includes revenue and expenses that do not relate directly to the relevant Michael Hill Group

retail segments. These predominantly relate to refining income, head office staff sales, corporate costs and Australian based

support costs, but also include manufacturing activities, warehouse and distribution, interest and company tax. Inter-segment

pricing is at arm’s length or market value and inter-segment revenue is eliminated on consolidation.

The segment disclosures are prepared excluding the impact of AASB16

Leases and IFRIC SaaS guidance. An adjustment column

representing these entries has been included for the purposes of reconciliation to statutory results.

TYPES OF PRODUCTS

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

MAJOR CUSTOMERS

Michael Hill International Limited and its controlled entities sell goods and provide services to a number of customers from which

revenue is derived. There is no single customer from which the Group derives more than 10% of total consolidated revenue.

SEGMENT RESULTS

AustraliaNew ZealandCanada

Corporate

& other

Group pre-

adjustments

AdjustmentsGroup

Year ended 30 June 2024$’000$’000$’000$’000$’000$’000$’000

Operating revenue359,102106,283176,6692,875644,929-644,929

Gross profit217,07463,386107,1153,343390,918-390,918

Gross margin60.4%59.6%60.6%60.6%60.6%

EBITDA*41,72617,22428,811(52,596)35,16547,07682,241

Depreciation and amortisation(12,515)(3,715)(7,772)(2,599)(26,601)(41,412)(68,013)

Segment EBIT*29,21113,50921,039(55,195)8,5645,66414,228

EBIT as a % of revenue8.1%12.7%11.9%1.3%2.2%

Interest income4--314318-318

Finance costs(233)(27)-(4,014)(4,274)(10,640)(14,914)

Net profit/(loss) before tax28,98213,48221,039(58,895)4,608(4,976)(368)

Income tax expense(111)

Net loss after tax(479)

64
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

SEGMENT RESULTS, CONTINUED.

AustraliaNew ZealandCanada

Corporate

& other

Group pre-

adjustments

AdjustmentsGroup

Year ended 2 July 2023$’000$’000$’000$’000$’000$’000$’000

Operating revenue331,007 121,470 176,442 643 629,562

-

629,562

Gross profit211,823 75,193 111,629 5,795 404,440

-

404,440

Gross margin64.0%61.9%63.3%64.2%-64.2%

EBITDA*63,774 26,842 36,753 (48,701)78,668 37,939 116,607

Depreciation and amortisation(10,242)(3,292)(6,742)(2,197)(22,473)(35,251)(57,724)

Segment EBIT*53,532 23,550 30,011 (50,898)56,195 2,688 58,883

EBIT as a % of revenue16.2%19.4%17.0%-8.9%

-

9.4%

Interest income3 -

-

792 795

-

795

Finance costs(155)(3)

-

(982)(1,140)(8,791)(9,931)

Net profit/(loss) before tax53,380 23,547 30,011 (51,089)55,850 (6,103)49,747

Income tax expense(14,565)

Net profit after tax35,182

* EBIT and EBITDA are non-IFRS information. Please refer to non-IFRS information in the Directors’ Report for an explanation of non-IFRS information and a reconciliation of EBIT

to statutory results.

A2. REVENUE

2024

$’000

2023

$’000

Revenue from sale of goods and repair services609,337595,105

Revenue from Professional Care Plans (PCP)32,70032,905

Interest and other revenue from in-house customer finance program1,216590

Revenue from Lifetime Diamond Warranty (LTDW)1,676962

Total revenue from contracts with customers644,929629,562

DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following

geographical regions:

2024

Australia

New

Zealand

Canada

Corporate

& other

Group

Timing of revenue recognition$’000$’000$’000$’000$’000

At a point in time339,948100,167166,0573,165609,337

Over time18,8246,11610,6124035,592

358,772106,283176,6693,205644,929

2023

Australia

New

Zealand

Canada

Corporate

& other

Group

Timing of revenue recognition$’000$’000$’000$’000$’000

At a point in time311,884114,588168,248385595,105

Over time19,1236,8828,19425834,457

331,007121,470176,442643629,562

65
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

ASSETS AND LIABILITIES RELATED

TO CONTRACTS WITH CUSTOMERS

2024

$’000

2023

$’000

Right of return assets426257

Deferred PCP bonuses382566

Total contract assets808823

Deferred service revenue - PCP66,04173,860

Deferred service revenue -

Lifetime Diamond Warranty

5,6525,664

Rights of return liabilities878579

Total contract liabilities72,57180,103

REVENUE RECOGNISED IN RELATION

TO CONTRACT LIABILITIES

The following table shows how much of the revenue recognised

in the current reporting year relates to carried-forward contract

liabilities and how much relates to performance obligations that

were satisfied or partially satisfied in a prior year:

2024

$’000

2023

$’000

Revenue recognised that

was included in the contract

liability balance at the

beginning of the year

23,37122,075

Impact on revenue recognised

relating to performance

obligations satisfied

in previous years

4,3172,319

Revenue recognition patterns are regularly reassessed based

on new and historical trends resulting in remeasurement of

revenue recognised in previous years.

ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

(i) Sale of goods

Sales of goods are recognised when a Group entity delivers

a product to the customer. Retail sales are usually by cash,

payment and instalment plans or debit and credit cards.

The recorded revenue is the gross amount of sale (excluding

taxes), including any fees payable for the transaction and net

amounts deferred under AASB15

Revenue from Contracts

with Customers such as significant financing components and

potential customer returns.

(ii) Repair services

Sales of services for repair work performed is recognised in the

accounting period in which the services are performed.

(iii) Deferred service revenue and expenses

The Group offers a PCP product which is considered deferred

revenue until such time that service has been provided. A PCP

is a plan under which the Group offers future services, such as

cleaning, repairs and resizing, to customers based on the type

of plan purchased. The Group subsequently recognises the

income in revenue in the Consolidated Statement of Profit or

Loss and Other Comprehensive Income once these services are

performed. An estimate based on the timing and quantum of

expected services under the plans is used as a basis to establish

the amount of service revenue to recognise in the Consolidated

Statement of Profit or Loss and Comprehensive Income.

Direct and incremental sales staff bonuses associated with the

sale of PCPs are capitalised in contract assets and amortised in

proportion to the PCP revenue recognised.

(iv) Deferred interest revenue

Interest revenue is deferred on the in-house customer finance

program when the sale of the good or service occurs. It is

calculated as the difference between the nominal cash and

cash equivalents received from customers and the discounted

cashflows, on both interest and non-interest bearing products.

Interest revenue is brought to account over the term of the

finance agreement, and the rate used for non-interest bearing

products is in line with current, comparable market rates.

(v) Right of return assets and liabilities

Rights of return recognises the estimated returned sales under

the Group’s return policy, being 30 days for all countries.

Management estimates the returned sales based on historical

sale return information and any recent trends that may suggest

future claims could differ from historical amounts. For sales

that are expected to be returned, the Group recognises a right

of return liability. The associated inventory value for sales that

are expected to be returned is recognised as a right of return

asset.

(vi) Lifetime Diamond Warranty

LTDW is a warranty provided to customers with the purchase

of jewellery items set with a diamond (excluding watches).

This has been deemed a service-type warranty and is calculated

with reference to the estimated value of service provided to

customers and the stand-alone value of customers obtaining

the service independently. Income in relation to the LTDW is

recognised in line with the estimated pattern of customers

utilising this service-type warranty.

A3. OTHER INCOME

2024

$’000

2023

$’000

Net foreign exchange gains863-

Interest received318792

Other items1,6751,464

2,8562,256

Net foreign exchange gains of $863,000 (2023: net foreign exchange

losses of $1,570,000).

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

A4. INVENTORIES

2024

$’000

2023

$’000

Raw materials4,2249,547

Finished goods183,908185,602

Packaging and other consumables7,6538,111

195,785203,260

Finished goods are held at the lower of cost and net realisable value (NRV). During the year, finished goods incurred a write-down

of $1,106,000 (2023: $805,000) to be carried at NRV. This is recognised in cost of goods sold.

A5. LEASES

RIGHT-OF-USE ASSETS

2024

$’000

2023

$’000

Right-of-use assets336,399296,237

Less: Accumulated depreciation(202,411)(156,575)

Less: Accumulated impairment-(610)

133,988139,052

RECONCILIATION OF RIGHT-OF-USE ASSETS

Notes

2024

$’000

2023

$’000

Opening carrying value139,052107,385

Additional right-of-use assets relating to leases entered into during the year33,58258,683

Lease modifications agreed during the year12,04214,486

Depreciation expenseF1(49,646)(42,211)

Impairment of right-of-use assets-(54)

Foreign currency translation(1,042)763

Closing carrying value133,988139,052

LEASE LIABILITIES

2024

$’000

2023

$’000

Current40,27841,075

Non-current114,303117,518

154,581158,593

RECONCILIATION OF LEASE LIABILITIES

Notes

2024

$’000

2023

$’000

Opening carrying value158,593129,569

Additional lease liabilities entered into during the year35,24758,697

Lease modifications agreed during the year11,40014,446

Interest expenseF110,6408,791

Lease repayments(59,880)(53,889)

Foreign currency translation(1,419)979

Closing carrying value154,581158,593

The incremental borrowing rate used in determining the lease liability ranged between 2.13% and 10.06% (2023: 1.44% and 10.06%).

67
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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

ACCOUNTING POLICIES AND SIGNIFICANT JUDGEMENTS

The Group assesses at contract inception whether a contract

is, or contains, a lease. That is, if the contract conveys the right

to control the use of an identified asset for a period of time in

exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement

approach for all leases, except for short-term leases and leases

of low-value assets which are recognised in the profit or loss.

The Group recognises lease liabilities to make lease payments

and right-of-use assets representing the right to use the

underlying assets.

Right-of-use assets

The Group recognises right-of-use assets at the commencement

date of the lease (i.e., the date the underlying asset is available

for use). Right-of- use assets are measured at cost, less any

accumulated depreciation and impairment losses, and adjusted

for any remeasurement of lease liabilities. The cost of right-of-

use assets includes the amount of lease liabilities recognised,

initial direct costs incurred, and lease payments made at or

before the commencement date less any lease incentives

received. Right-of-use assets are depreciated on a straight-line

basis over the lease

The right-of-use assets are also subject to impairment. Refer to

the accounting policies in note J1(F).

If ownership of the leased asset transfers to the Group at the

end of the lease term or the cost reflects the exercise of a

purchase option, depreciation is calculated using the estimated

useful life of the asset.

Lease liabilities

At commencement date of the lease, the Group recognises

lease liabilities measured at the present value of lease

payments to be made over the lease term. The lease payments

include fixed payments (including in-substance fixed payments)

less any lease incentives receivable, variable lease payments

that depend on an index or a rate, and amounts expected to

be paid under residual value guarantees. The lease payments

also include the exercise price of a purchase option reasonably

certain to be exercised by the Group and payments of penalties

for terminating the lease, if the lease term reflects the Group

exercising the option to terminate. Variable lease payments that

do not depend on an index or a rate are recognised as expenses

(unless they are incurred to produce inventories) in the period in

which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the

Group uses its incremental borrowing rate at the lease

commencement date because the interest rate implicit in the

lease is not readily determinable. After the commencement

date, the amount of lease liabilities is increased to reflect

the accretion of interest and reduced for the lease payments

made. In addition, the carrying amount of lease liabilities is

remeasured if there is a modification, a change in the lease

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

payments resulting from a change in an index or rate used to

determine such lease payments) or a change in the assessment

of an option to purchase the underlying asset.

The Group has several lease contracts that include extension

options. These options are negotiated by management to

provide flexibility in managing the leased-asset portfolio and

align with the Group’s business needs. Management exercises

significant judgement in determining whether these extension

options are reasonably certain to be exercised (refer to note J1).

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

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

20242023

Within five

years

More than

five years

Total

Within five

years

More than

five years

Total

$’000$’000$’000$’000$’000$’000

Extension options expected not to be exercised---1,0581441,202

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases

that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the

lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on

short-term leases and leases of low-value assets are expensed on a straight-line basis over the lease term.

68
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

B. CASH MANAGEMENT

B1. CASH AND CASH EQUIVALENTS

2024

$’000

2023

$’000

Cash at bank and on hand 20,174 20,867

RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH

INFLOW FROM OPERATING ACTIVITIES

Notes

2024

$’000

2023

$’000

Profit/(loss) for the year(479)35,182

Adjustment for:

Depreciation of property, plant and equipmentF414,335 12,632

Depreciation of right-of-use assetsA549,646 42,211

Amortisation of intangible assetsF54,032 2,881

Impairment of property, plant and equipmentF4- (2,293)

Impairment of other assets- 49

Non-cash employee benefits expense - share-based paymentsD3168 1,818

Make good interest288 220

Net loss on sale of non-current assets413 116

Net exchange differences981 (2,508)

Change in operating assets and liabilities

(Increase)/decrease in trade and other receivables(147)(8,446)

(Increase)/decrease in inventories7,349 (2,772)

(Increase)/decrease in deferred tax assets(3,388)9,433

(Increase)/decrease in other non-current assets98 137

(Increase)/decrease in other current assets(2,616)1,249

(Decrease)/increase in trade and other payables(14,321)(15,839)

(Decrease)/increase in current tax liabilities(5,972)4,931

(Decrease)/increase in provisions(5,067)5,080

(Decrease)/increase in contract liabilities(7,547)(4,009)

Net cash inflow from operating activities37,773 80,072

B2. BORROWINGS

20242023

CurrentNon-currentTotalCurrentNon-currentTotal

$’000$’000$’000$’000$’000$’000

Bank loans-58,900 58,900 -12,500 12,500

Total secured borrowings-58,900 58,900 -12,500 12,500

In 2023, the Group extended its financing agreement with ANZ Banking Group and HSBC Australia for an availability period of three

years, maturing on the 31 August 2026. The financial arrangement includes a $92 million multi-option borrowing facility and ancillary

working capital facilities in line with the business requirements of the Group. At balance date, $58.9m was drawn on these facilities.

Refer to note C3 for details of covenants relating to the financing facilities.

69
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

B3. DIVIDENDS

ORDINARY SHARES

2024

$’000

2023

$’000

Final dividend for the year ended 2 July 2023 of 3.5 cents (2022: 4.0 cents) per

fully paid share paid on 22 September 2023 (2022: 23 September 2022)

13,289 15,531

Interim dividend for the year ended 30 June 2024 of 1.75 cents (2023: 4.0

cents) per fully paid share paid on 22 March 2024 (2023: 24 March 2023)

6,906 15,188

20,195 30,719

DIVIDENDS NOT RECOGNISED AT THE END OF THE REPORTING PERIOD

2024

$’000

2023

$’000

No final dividend was declared with respect to the year ended

30 June 2024 (2 July 2023: AU 3.5 cents)

-13,289

FRANKING AND IMPUTATION CREDITS

2024

$’000

2023

$’000

Franking credits available for subsequent reporting periods

based on a tax rate of 30.0% (2024: 30.0%)

9,822 2,812

Imputation credits (NZ$) available for subsequent reporting periods

based on New Zealand tax rate of 28.0% (2024: 28.0%)

2,775 2,196

The dividends paid during the current financial period were not fully imputed and not franked. The dividends paid in the previous

financial period were fully imputed and not franked.

The franking credit amounts represent the balance of the franking account as at the end of the financial year, adjusted for franking

credits that will arise from the payment and refund of income tax payable.

The above imputation credit amounts represent the balance of the imputation account as at the end of the financial year, adjusted

for imputation credits that will arise from the payment and refund of income tax payable.

No dividend was recommended by the Directors since year end.

70
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

C. FINANCIAL RISK MANAGEMENT

C1. FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit

risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to

minimise potential adverse effects on the financial performance of the Group. The Group seeks to use derivative financial instruments

such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures as required by its treasury policy. Derivatives

are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Group may use different methods to

measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign

exchange risks and ageing analysis for credit risk.

RISKEXPOSURE ARISING FROMMEASUREMENTMANAGEMENT

Market risk

- foreign exchange

Future commercial transactions

Recognised financial assets and

liabilities not denominated in AUD

Cash flow forecasting and

sensitivity analysis

Forward exchange

contracts (FEC)

- interest rateLong-term borrowings at variable ratesSensitivity analysisInterest rate swaps

- input pricesComponents of finished goodsSensitivity analysisEnd product pricing flexibility

Credit risk

Cash and cash equivalents

and trade receivables

Ageing analysis

Diversification of bank deposits,

credit limits and letters of credit

Liquidity riskBorrowings and other liabilitiesRolling cash flow forecasts

Availability of committed credit

lines and borrowing facilities

The Group’s overall risk management program includes a focus on financial risk including the unpredictability of financial markets

and foreign exchange risk.

The policies are overseen by the Board and executed by management who undertake regular reviews to enable prompt identification

of financial risks so that appropriate actions may be taken.

MARKET RISK

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are denominated in a

currency that is not the entity’s functional currency and net investments in foreign operations.

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, including the

purchase of inventory. Where it is considered appropriate, the Group enters into forward foreign exchange contracts to buy specified

amounts of various foreign currencies in the future at a pre-determined exchange rate.

Exposure

The Group’s exposure to foreign currency risk at the end of the reporting year, expressed in the presentation currency, was as follows:

20242023

USD

$’000

NZD

$’000

CAD

$’000

EUR

$’000

USD

$’000

NZD

$’000

CAD

$’000

EUR

$’000

Cash and cash equivalents529 - 5 - 520 -1 20

Trade receivables6 38 83 27 (54)4 67 89

Trade payables(7,229)(84)(89)(359)(12,825)- (33)(1,288)

Forward exchange contracts:

Buy foreign currency- - - - 8,163 - - -

Sell foreign currency- - - - - - - -

Net foreign currency exposure(6,694)(46)(1)(332)(4,196)4 35 (1,179)

71
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MICHAEL HILL INTERNATIONAL LIMITED

|

ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

Sensitivity

The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to foreign currency risk. The foreign

exchange sensitivities are based on the Group’s exposure existing at balance date. Sensitivity figures are pre-tax.

Impact on pre-tax profit

Impact on other components

of equity

2024202320242023

Foreign exchange rate sensitivities $’000$’000$’000$’000

AUD increases 10%643 485 --

AUD decreases 10%(786)(593)--

INTEREST RATE RISK

The Group’s main interest rate risk arises from long-term borrowings and cash. Borrowings issued at variable rates expose the Group to

cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Group policy is to maintain

fixed interest cover of core debt in line with the Group’s treasury policy. As the Group has a working capital facility, no core debt

(corporate long term debt) was identified.

To manage variable interest rate borrowings risk, the Group may enter into interest rate swaps in which the Group agrees to exchange, at

specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional

principal amount. At 30 June 2024, the Group had no core debt and there were no swaps in place (2023: no swaps in place).

The interest rate derivatives require settlement of net interest receivable or payable each 30 days and are settled on a net basis.

The exposure of the Group’s borrowings to interest rate changes at the end of the reporting year are as follows:

2024

% of

total loans

2023

% of

total loans

$’000$’000

Variable rate borrowings58,900 100%12,500 100%

58,900 100%12,500 100%

An analysis by maturities is provided below. The percentage of total loans shows the proportion of loans that are currently at variable

rates in relation to the total amount of borrowing.

The details of the variable rate borrowings outstanding are outlined below.

30 June 20242 July 2023

Weighted

average

interest rate

Balance

Weighted

average

interest rate

Balance

%$’000%$’000

Bank overdrafts and bank loans6.30%58,9006.01%12,500

Net exposure to cash flow interest rate risk58,90012,500

Sensitivity

Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates. Other

components of equity change as a result of an increase/decrease in the fair value of the cash flow hedges of borrowings. All other non-

derivative financial liabilities have a contractual maturity of less than 6 months.

Impact on pre-tax profit

Impact on other

components of equity

2024202320242023

$’000$’000$’000$’000

Interest rates - increase by 100 basis points(387)84--

Interest rates - decrease by 100 basis points387(84)--

72
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MICHAEL HILL INTERNATIONAL LIMITED

|

ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

CREDIT RISK

Credit risk is managed on a Group basis and refers to the risk of

a counterparty failing to discharge an obligation. In the normal

course of business, the Group incurs credit risk from trade

receivables and transactions with financial institutions. The

Group places its cash and short term deposits with only high

credit quality financial institutions. Sales to retail customers

are required to be settled via cash, major credit cards or passed

onto various credit providers in each country.

At the reporting date, no material credit risk exposure existed

in relation to potential counterparty failure on financial

instruments. The Group provides interest-free consumer credit

in Canada as a secondary product and the credit risk exposure

which exists against this financial instrument is detailed in note

F3. Other than the loss allowance recognised in trade and other

receivables in note F3, no financial assets were impaired or past

due. The maximum exposure to credit risk at the end of the

reporting year is the carrying amount of each class of financial

assets disclosed in note F3.

LIQUIDITY RISK

The Group maintains prudent liquidity risk management with

sufficient cash and the availability of funding through an

adequate amount of committed credit facilities.

Financing arrangements

The Group’s objectives when managing capital are to ensure

sufficient liquidity to support its financial obligations and

execute the Group’s operational and strategic plans. The

Group continually assesses its capital structure and makes

adjustments to it with reference to changes in economic

conditions and risk characteristics associated with its underlying

assets.

The Group had access to an overdraft facility, as well as a $90m

working capital facility which increases by $40 million for

the four-month period from 15 September 2024 to support

seasonal working capital requirements for Christmas trade. The

following were undrawn from these facilities at the end of the

reporting year:

FLOATING RATE

2024

$’000

2023

$’000

- Expiring beyond one year

(bank overdrafts)

2,0001,914

- Expiring beyond one

year (bank loans)

31,10077,500

33,10079,414

The maturity date of the financing facilities provided to the

Group by both Australia and New Zealand Banking Group

Limited and The Hongkong and Shanghai Banking Corporation

Limited, Sydney Branch is 31 August 2026.

Maturities of financial liabilities

The tables below analyse the Group’s financial liabilities

into relevant maturity groupings based on their contractual

maturities for:

• all non-derivative financial liabilities, and

• net and gross settled derivative financial instruments

for which the contractual maturities are essential for

an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual

undiscounted cash flows. Balances due within 12 months equal

their carrying balances as the impact of discounting is not

significant.

73
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MICHAEL HILL INTERNATIONAL LIMITED

|

ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

CONTRACTUAL MATURITIES

OF FINANCIAL LIABILITIES

Less than

6 months

6-12

months

Between 1

and 2 years

Between

2 and 5

years

Over 5

years

Total

contractual

cash flow

At 30 June 2024$’000$’000$’000$’000$’000$’000

Non-derivatives

Lease liabilities24,93922,94236,14054,19817,343155,563

Trade payables68,135----68,135

Borrowings---58,900-58,900

Total non-derivatives93,07422,94236,140113,09817,343282,598

The Group did not hold any derivatives at financial year end.

At 2 July 2023

Non-derivatives

Lease liabilities25,69920,06933,27448,33615,766143,144

Trade payables71,202----71,202

Borrowings---12,500-12,500

Total non-derivatives96,90120,06933,27460,83615,766226,846

Derivatives

Outward payments FECs8,011----8,011

Inward receipts FECs(8,163)----(8,163)

(152)----(152)

C2. DERIVATIVE FINANCIAL INSTRUMENTS

The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative

instruments are foreign currency risk and interest rate risk. The Group does not apply hedge accounting.

C3. CAPITAL MANAGEMENT

The Group’s objectives when managing capital are to:

• safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other

stakeholders, and

• maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital

to shareholders, issue new shares or sell assets to reduce debt.

There are a number of external bank covenants in place relating to debt facilities. These covenants are calculated and reported to

the banks quarterly on a pre-AASB16

Leases basis. The principal covenants relating to capital management are the EBIT fixed cover

charge ratio, consolidated debt to EBITDA, consolidated debt to capitalisation, and consolidated debt to inventory. There have been no

breaches of these covenants for the quarters up to and including 30 June 2024.

74
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MICHAEL HILL INTERNATIONAL LIMITED

|

ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

D. REWARD AND RECOGNITION

D1. EMPLOYEE BENEFITS

EMPLOYEE BENEFITS

2024

$’000

2023

$’000

Employee wages160,303147,781

Employee wages on-costs and post-retirement benefits22,19918,758

Employee share-based payments expense1681,818

182,670168,357

D2. KEY MANAGEMENT PERSONNEL

2024

$

2023

$

Short-term employee benefits2,577,0412,727,413

Long-term benefits33,59332,369

Post-employment benefits88,16278,844

Share-based payments182,878368,172

2,881,6743,206,798

D3. SHARE-BASED PAYMENTS

OPTIONS

Options are granted from time to time at the discretion of Directors to senior executives within the Group. Motions to issue options

to related parties of Michael Hill International Limited are subject to the approval of shareholders at the Annual General Meeting in

accordance with the Company’s constitution.

Options are granted under the plan for no consideration. Options expire ten years after granted, vest over five years, are exercisable at

any time during the final five years and vesting is subject to remaining employed by the Group.

Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share.

20242023

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

Average

exercise price

per option

Number of

options

Average

exercise price

per option

Number of

options

Opening balance NZD options1.70700,0001.70700,000

Expired during the year1.82(500,000)--

Closing balance NZD options1.40200,0001.70700,000

Opening balance AUD options1.56300,0001.56300,000

Closing balance AUD options1.56300,0001.56300,000

75
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

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

Grant dateExpiry dateExercise price20242023

29 November 201330 September 2023NZ$1.82-500,000

10 November 201430 September 2024NZ$1.63100,000100,000

22 January 201630 September 2025NZ$1.14100,000100,000

22 September 201630 September 2026AU$2.12100,000100,000

5 October 201730 September 2027AU$1.44100,000100,000

22 September 201830 September 2028AU$1.11100,000100,000

500,0001,000,000

The weighted average remaining contractual life of share options outstanding at the end of the period was 2.3 years (2023: 1.7 years).

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

is exercised.

SHARE RIGHTS

The Company’s Equity Incentive Plan was approved by shareholders at the 2023 Annual General Meeting held on 14 November 2023

(Plan). The Plan allows the Board to issue share rights to executive directors, executives and other senior leaders eligible to participate in

the Plan.

Each share right represents a right to receive on ordinary share in the Company, subject to the terms and conditions of the Plan including

satisfaction of certain performance metrics. An allocation of share rights is made to an eligible participant on an annual basis typically

calculated as a % of the value of their total fixed remuneration. 50% of a participants share rights are allocated to an earnings per share

(EPS) performance hurdle and 50% of share rights are allocated to a total shareholder return (TSR) performance hurdle. Vesting of the

share rights is subject to the Company achieving a minimum compound annual growth rate (CAGR) in EPS or TSR (as the case requires)

over three years (Performance Period). Subject to the participant remaining an employee of the Group at the end of the Performance

Period, the share rights vest based on the following vesting schedule:

EPS CAGRTSR CAGRVESTING OUTCOME

Less than 5% CAGRLess than 10% CAGRNo share rights vest

Between 5% CAGR and <10% CAGRBetween 10% CAGR and <20% CAGR

EPS: 20% of share rights vest for

each 1% increase in CAGR

TSR: 10% of share rights vest for

each 1% increase in CAGR

Equal to or greater than 10% CAGREqual to or greater than 20% CAGR100% of share rights vest

During the year, the Board agreed to grant 3,138,838 share rights to eligible participants.

20242023

Average fair

value per

share right

Number of

share rights

Average fair

value per

share right

Number of

share rights

Opening balance0.3710,054,8810.216,112,332

Granted0.453,138,8380.854,001,391

Exercised0.33(4,935,079)0.74(34,747)

Forfeited0.48(824,387)0.29(24,095)

Closing balance0.967,434,2530.3710,054,881

76
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

The number of share rights in each tranche is based on the

prescribed dollar value for each tranche divided by the

volume weighted average share price (‘VWAP’) of Michael Hill

International Limited shares over ten trading days following

the shares trading subsequent to the final Annual results

announcement.

Share rights issued during the current financial year used the

Monte Carlo model to determine the fair value of share rights

using the following inputs:

2024

$’000

2023

$’000

Number of rights3,138,8384,001,391

Share price$0.82$1.15

Annualised volatility40%45%

Expected dividend yield9.0%6.8%

Risk free rate4.11%3.42%

Fair value of share right$0.45$0.85

2024

$’000

2023

$’000

Expenses arising from share-

based payment transactions

1681,818

ACCOUNTING POLICY

Options

The fair value was measured at grant date and is recognised

over the period during which the employees become

unconditionally entitled to the options. The fair value at

grant date for options issued during prior financial years was

independently determined using a Binomial option pricing

model, which is an iterative model for options that can be

exercised at times prior to expiry. The model takes into account

the grant date, exercise price, market performance conditions,

the impact of dilution, the non-tradeable nature of the option,

the share price at grant date and expected price volatility of the

underlying share, the expected dividend yield and the risk-free

interest rate for the term of the option. It also assumes the

options will be exercised at the mid-point of the exercise period.

The fair value of options granted is recognised as an employee

benefits expense with a corresponding increase in equity. The

total amount to be expensed is determined by reference to the

fair value of the options granted:

• including any market performance conditions (e.g. the

entity’s share price)

• excluding the impact of any service and non-market

performance vesting conditions (e.g. profitability, sales

growth targets and remaining an employee of the entity

over a specified period), and

• including the impact of any non-vesting conditions (e.g. the

requirement for employees to save or holdings shares for a

specific period of time).

The total expense is recognised over the vesting period, which

is the period over which all of the specified vesting conditions

are to be satisfied. At the end of each year, the entity revises

its estimates of the number of options that are expected to

vest based on the non-market vesting and service conditions.

It recognises the impact of the revision to original estimates, if

any, in profit or loss, with a corresponding adjustment to equity.

Upon the exercise of options, the balance of the share-based

payments reserve relating to those options is transferred to

share capital.

Share rights

Share rights are granted to eligible senior executives in

accordance with the Company’s deferred compensation plan

(‘LTI’). The fair value of rights granted is recognised as an

employee benefit expense with a corresponding increase in

equity.

The fair value was measured at grant date using the Monte

Carlo method and is recognised over the period during which

the employees become unconditionally entitled to the rights.

The total expense is recognised over the vesting period, which

is the period over which all of the specified vesting conditions

are to be satisfied. At the end of each year, the entity revises its

estimates of the number of share rights that are expected to

vest based on the non-market vesting and service conditions.

It recognises the impact of the revision to original estimates, if

any, in profit or loss, with a corresponding adjustment to equity.

Upon the exercise of the share rights, the balance of the share-

based payments reserve relating to those rights is transferred

to share capital.

E. RELATED PARTIES

RELATED PARTY

TRANSACTIONS

2024

$

2023

$

Contribution to Michael Hill

Violin Charitable Trust

-37,624

77
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MICHAEL HILL INTERNATIONAL LIMITED

|

ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

F. OTHER INFORMATION

F1. EXPENSES

DEPRECIATION AND AMORTISATION

Notes

2024

$’000

2023

$’000

Depreciation on property, plant and equipmentF414,335 12,632

Depreciation on right-of-use assetsA549,646 42,211

Total depreciation63,981 54,843

Amortisation on software F54,032 2,881

Total amortisation4,032 2,881

Total depreciation and amortisation68,013 57,724

FINANCE COSTS

Notes

2024

$’000

2023

$’000

Interest on lease liabilitiesA510,640 8,791

Bank and interest charges3,986 920

Interest on make good provision288 220

14,914 9,931

FOREIGN EXCHANGE

2024

$’000

2023

$’000

Net foreign exchange loss-1,570

F2. EARNINGS PER SHARE

RECONCILIATION OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE

2024

$’000

2023

$’000

Basic earnings per share

Profit/(loss) attributable to the ordinary equity holders of the Company used in calculating

basic earnings per share

(479)35,182

Diluted earnings per share

Profit/(loss) from continuing operations attributable to the ordinary equity holders

of the Company

(479)35,182

WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR

2024

Number

2023

Number

Weighted average number of ordinary shares used as the denominator in calculating

basic earnings per share

383,793,875382,252,063

Adjustments for calculation of diluted earnings per share:

Share rights

1

-8,446,083

Weighted average number of ordinary and potential ordinary shares used

as the denominator in calculating diluted earnings per share

383,793,875390,698,146

1

The weighted average share rights of 7,465,931 have been excluded from the calculation of potential ordinary shares in 2024 as they are anti-dilutive.

Options and share rights granted to employees under the Michael Hill International Limited Employee Option Plan are considered to

be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they

are dilutive. All options outstanding at financial year end were considered to be anti-dilutive. The options and share rights have been

excluded in the determination of basic earnings per share. Details are set out in note D3.

78
|

MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

Trade receivables

Trade receivables from sales made to customers through third

party credit providers are non-interest bearing and are generally

on 0-30 day terms.

Sundry debtors

Sundry debtors relates to supplier credits, security deposits,

insurance recoveries and other sundry receivables. Based on

the credit history of these debtors, it is expected that these

amounts will be received when due and no impairment is

recognised.

Effective interest rates

All receivables are non-interest bearing except for a small

portion of in-house customer finance receivables. In-house

customer finance receivables are recognised net of significant

financing components determined in accordance with AASB15

Revenue from Contracts with Customers.

ECL and risk exposure

An ECL analysis is performed at each reporting date. The

maximum exposure to credit risk is the carrying value of in-

house customer finance program and trade receivables. The

Group does not hold collateral as security. The Group evaluates

the concentration of risk with respect to these receivables as

low. For further details refer to note C1.

AGEING OF TRADE

RECEIVABLES

2024

$’000

2023

$’000

Current3,175 3,197

< 30 days past due396 91

30 - 60 days past due146 64

60+ days past due61 142

3,778 3,494

MOVEMENTS IN THE

PROVISION FOR ECL OF

TRADE RECEIVABLES ARE

AS FOLLOWS:

2024

$’000

2023

$’000

Opening balance225 657

Additional provisions

recognised

127 225

Net amounts written off(225)(657)

Closing balance127 225

AGEING OF CANADIAN

IN-HOUSE CUSTOMER

DEBTOR FINANCE

2024

$’000

2023

$’000

Current, aged 0 - 30 days6,083 5,171

Past due, aged 31 - 90 days368 409

Past due, aged more than

90 days

346 488

6,797 6,068

MOVEMENTS IN THE

PROVISION FOR ECL OF

CANADIAN IN-HOUSE

CUSTOMER DEBTOR

FINANCE ARE AS

FOLLOWS:

2024

$’000

2023

$’000

Opening balance184 215

Additional provisions

recognised

237531

Net amounts written off(197)(565)

Exchange differences(7)3

Closing balance217 184

F3. TRADE AND OTHER RECEIVABLES

20242023

CurrentNon-currentTotalCurrentNon-currentTotal

$’000$’000$’000$’000$’000$’000

Trade receivables3,778-3,7783,494-3,494

Provision for expected credit loss(127)-(127)(225)-(225)

3,651-3,6513,269-3,269

Canadian in-house customer finance5,7751,0226,7975,0411,0276,068

Provision for expected credit loss(184)(33)(217)(152)(32)(184)

5,5919896,5804,8899955,884

Sundry debtors5,56115,5626,375-6,375

14,80399015,79314,53399515,528

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

F4. PROPERTY, PLANT AND EQUIPMENT

Plant and

equipment

Fixtures and

fittings

Leasehold

improvements

Display

materials

Total

Notes$’000$’000$’000$’000$’000

At 26 June 2022

Cost36,315 35,733 86,673 6,489 165,210

Accumulated depreciation and impairment(29,573)(29,892)(63,053)(1,680)(124,198)

Net book amount6,742 5,841 23,620 4,809 41,012

Year ended 2 July 2023

Opening net book amount6,742 5,841 23,620 4,809 41,012

Exchange difference(62)43 192 31 204

Additions5,875 3,515 12,455 2,945 24,790

Acquired as part of business combinationG2270 -1,725 321 2,316

Disposals(62)(13)(58)(44)(177)

Depreciation charge(2,478)(2,132)(5,603)(2,419)(12,632)

Impairment write-back/(loss)242 223 1,893 (65)2,293

Closing net book amount10,527 7,477 34,224 5,578 57,806

At 2 July 2023

Cost41,122 38,353 98,342 9,743 187,560

Accumulated depreciation and impairment(30,595)(30,876)(64,118)(4,165)(129,754)

Net book amount10,527 7,477 34,224 5,578 57,806

At 30 June 2024

Opening net book amount10,527 7,477 34,224 5,578 57,806

Exchange difference(211)(60)(320)(31)(622)

Additions5,337 4,291 6,385 1,110 17,123

Acquired as part of business combinationG1132 23 --155

Disposals(157)(136)(99)(28)(420)

Depreciation charge(2,859)(2,256)(6,529)(2,691)(14,335)

Closing net book amount12,769 9,339 33,661 3,938 59,707

At 30 June 2024

Cost45,104 41,086 102,283 10,527 199,000

Accumulated depreciation and impairment(32,335)(31,747)(68,622)(6,589)(139,293)

Net book amount12,769 9,339 33,661 3,938 59,707

Impairment loss

As per the Group’s accounting policies, the Group impairs assets where the recoverable amount is less than the carrying amount and

reverses the impairment if no longer applicable. This also includes assets held at stores facing closure. Any assets held at an impaired

store that are able to be redeployed throughout the Group are not impaired.

A review of impairment indicators was performed. The accounting policy for this is disclosed in note J1. There were no indicators of

impairment identified. The Group treats each store as a separate cash-generating unit for impairment testing of property, plant and

equipment and right of use assets.

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

F4. PROPERTY, PLANT AND EQUIPMENT, CONTINUED.

Depreciation methods and useful lives

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

values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter

lease term as follows:

• Plant and equipment 4 - 7 years

• Motor vehicles 3 - 5 years

• Fixtures and fittings 6 - 10 years

• Leasehold improvements 6 - 10 years

• Display materials 2 - 5 years

F5. INTANGIBLE ASSETS

Goodwill

Brand,

Loyalty

Programs &

Trademarks

Computer

software

Total

Notes$’000$’000$’000$’000

At 26 June 2022

Cost-79 25,715 25,794

Accumulated amortisation and impairment--(14,805)(14,805)

Net book amount-79 10,910 10,989

Year ended 2 July 2023

Opening net book amount-79 10,910 10,989

Exchange difference--(106)(106)

Additions--7,792 7,792

Acquired as part of business combinationG217,695 20,421 -38,116

Amortisation charge--(2,881)(2,881)

Closing net book amount17,695 20,500 15,715 53,910

At 2 July 2023

Cost17,695 20,500 33,509 71,704

Accumulated amortisation--(17,794)(17,794)

Net book amount17,695 20,500 15,715 53,910

At 30 June 2024

Opening net book amount17,695 20,500 15,715 53,910

Exchange difference--(113)(113)

Additions--6,510 6,510

Acquired as part of business combinationG1150 --150

PPA adjustmentG21,378 --1,378

Amortisation charge--(4,032)(4,032)

Closing net book amount19,223 20,500 18,080 57,803

At 30 June 2024

Cost19,223 20,500 40,001 79,724

Accumulated depreciation and impairment--(21,921)(21,921)

Net book amount19,223 20,500 18,080 57,803

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

F4. PROPERTY, PLANT AND EQUIPMENT, CONTINUED.

Impairment tests

The group tests goodwill and indefinite life intangibles (brand names) annually for impairment, in accordance with the accounting policy

stated in note J1(K). For all cash-generating units (CGUs) which contain goodwill or indefinite life intangibles and all other CGUs which

show an indicator of impairment, the recoverable amounts have been determined based on value-in-use calculations.

Goodwill acquired through business combinations is allocated to the Australian CGU, which is a reportable segment. The brand

intangible asset with an indefinite useful life is allocated based on the cashflows for which the brand operates.

Current year

There has been no impairment of goodwill or indefinite life brand names in the current year.

Prior year

There has been no impairment of goodwill or indefinite life brand names in the prior year.

Key assumptions used for value-in-use / fair value less cost to sell calculations

A pre-tax discount rate of 8.05% was applied. For the purposes of impairment testing, a long-term growth rate of 3.6% was used to

extrapolate cash flows beyond the budget period and calculate a terminal value.

These assumptions have been used for the analysis of each CGU, in line with the Australian expected long-term inflation.

The basis of estimation of the five-year cash flows uses the following key operating assumptions:

• Five-year budgeted EBITDA is based on management’s forecasts of revenue;

• Revenue forecasts take into account historical revenue and consider external factors such as market sector and geography; and

• Costs are calculated taking into account historical margins, forecast increases and estimated inflation rates over the period,

consistent with the locations in which the CGUs operate.

Impact of possible changes in key assumptions

There are no CGUs identified as being sensitive to changes in key assumptions.

F6. TRADE AND OTHER PAYABLES

2024

$’000

2023

$’000

Trade payables38,44839,422

Annual leave liability9,05010,376

Accrued expenses2,0574,006

Consumption taxes payable3,4712,803

Other payables15,10914,595

68,13571,202

F7. PROVISIONS

20242023

CurrentNon-currentTotalCurrentNon-currentTotal

$’000$’000$’000$’000$’000$’000

Employee benefits9,932 2,195 12,127 9,986 2,090 12,076

Assurance-type warranties2,222 -2,222 1,927 -1,927

Make good provision597 4,968 5,565 594 8,789 9,383

Restructuring costs363 -363 738 -738

13,114 7,163 20,277 13,245 10,879 24,124

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

F7. PROVISIONS, CONTINUED.

Employee

benefits

Assurance-

type

warranties

Make good

provision

Restructuring

costs

Total

Movements in Provisions$’000$’000$’000$’000$’000

Opening carrying amount12,076 1,927 9,383 738 24,124

Changes in provisions recognised1,050 295 (3,358)351 (1,662)

Amounts incurred and charged(972)-(463)(716)(2,151)

Exchange differences(27)-3 (10)(34)

Closing carrying amount12,127 2,222 5,565 363 20,277

ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Employee benefits

Employee benefits includes provision for long service leave,

assessment of employee benefits in New Zealand and

the provision for remediation. Provisions are measured at

the present value of management’s best estimate of the

expenditure required to settle the present obligation at the

end of the reporting year.

In determining the employee remediation provision,

management has applied certain assumptions and

judgements including interpretation of relevant legal

requirements and expectations regarding final settlement

of obligations with the regulator. Any such estimates and

assumptions may change as new information becomes

available and/or when the remediation program is completed

and approved by the regulator.

The liability for long service leave is measured as the present

value of expected future payments to be made in respect

of services provided by employees up to the reporting date

using the projected unit credit method.

Assurance-type warranties

Provision is made for the Group’s assurance-type warranties,

being 12 month guarantee on the quality of workmanship

and the 3 year watch guarantee. In addition, all Michael

Hill watches sold before 30 June 2018 included a lifetime

battery replacement guarantee. Management estimates the

provision based on historical sale return information and any

recent trends that may suggest future claims could differ

from historical amounts.

Make good provision

The Group has an obligation to restore certain leasehold

sites to their original condition upon store closure or

relocation. This provision represents the present value of the

expected future make good commitment. Amounts charged

to the provision represent both the cost of make good costs

incurred and the costs incurred which mitigate the final

liability prior to the closure or relocation.

Restructuring

A provision has been raised for the estimated staffing

exit costs from business structure changes. Restructuring

provisions are recognised only when the Group has a

constructive obligation, which is when:

• there is a detailed formal plan that identifies the

business or part of the business concerned, the location

and number of employees affected, the detailed

estimate of the associated costs, and the timeline; and

• the employees affected have been notified of the plan’s

main features.

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

F8. TAX

INCOME TAX EXPENSE

2024

$’000

2023

$’000

Current tax

Current tax on profits for the year4,145 11,043

Adjustments for current tax of prior periods(349)(964)

Total current tax expense3,796 10,079

Deferred income tax

(Increase)/decrease in deferred tax assets(4,043)3,517

Adjustments for deferred tax of prior periods358 969

Total deferred tax expense/(benefit)(3,685)4,486

Income tax expense111 14,565

Deferred income tax (benefit)/expense included in income tax comprises:

Increase in deferred tax assets(8,315)(631)

Increase in deferred tax liabilities4,272 4,148

(4,043)3,517

NUMERICAL RECONCILIATION OF INCOME TAX EXPENSE

TO PRIMA FACIE TAX PAYABLE

2024

$’000

2023

$’000

Profit before income tax expense(369)49,744

Tax at the Australian tax rate of 30.0% (2023: 30.0%)(111)14,923

Tax effect of amounts which are not deductible (taxable) in calculating taxable income:

Non-deductible expenditure/non-assessable income73050

619 14,973

Difference in overseas tax rates(543)(542)

Adjustments for current tax of prior periods(349)(964)

Adjustments for deferred tax of prior periods358 969

Tax losses not recognised26 172

Change in tax rate on deferred tax balance- (43)

Income tax expense111 14,565

UNRECOGNISED POTENTIAL DEFERRED TAX ASSETS

2024

$’000

2023

$’000

Unused United States tax losses for which no deferred tax asset has been recognised36,93935,497

Potential tax benefit @ 25.0%9,2358,874

Unused New Zealand tax losses for which no deferred tax asset has been recognised2,5932,597

Potential tax benefit @ 28.0%726727

The unused tax losses incurred in the United States and New Zealand are available indefinitely for offsetting against future taxable

profits of the countries in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as it is

unknown when the New Zealand losses may be used to offset taxable profits and the United States losses are not expected to be used.

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

F8. TAX, CONTINUED.

DEFERRED TAX BALANCES

2024

$’000

2023

$’000

The balance comprises temporary differences attributable to:

Expected credit loss provision83 114

Fixed assets and intangibles2,666 1,552

Intangible assets from intellectual property transfer22,235 21,825

Deferred expenditure(109)(162)

Prepayments9 (89)

Deferred service revenue364 399

Right-of-use assets(39,012)(40,149)

Lease liabilities48,177 48,513

Provisions15,503 17,267

Unrealised foreign exchange losses(78)(124)

Sundry items(8)(25)

Inventories4 (3)

Tax losses recognised2,673 -

Net deferred tax assets52,507 49,118

Expected settlement:

Deferred tax assets expected to be recovered within 12 months29,969 21,377

Deferred tax assets expected to be recovered after more than 12 months22,538 27,741

52,507 49,118

Movements:

Opening balance at 3 July 202349,118 58,552

Credited/(charged) to the income statement4,043(3,517)

Acquisition of Bevilles- (5,105)

Prior year adjustment(358)(969)

Foreign exchange differences(296)157

Closing balance at 30 June 202452,507 49,118

F9. AUDITORS’ REMUNERATION

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

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

ERNST & YOUNG (AUSTRALIA)

2024

$

2023

$

Fees for auditing the statutory financial report of the Company and its subsidiaries577,443528,563

577,443528,563

85
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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

F10. CONTRIBUTED EQUITY

SHARE CAPITAL

2024

Shares

2023

Shares

2024

$’000

2023

$’000

Ordinary shares - fully paid384,623,963379,688,884 12,763 11,112

Total share capital384,623,963379,688,884 12,763 11,112

MOVEMENTS IN ORDINARY SHARES

Number of shares

Total

$’000

Opening balance at 27 June 2022388,285,37411,388

Share buy-back(8,631,237)(300)

Balance at 2 July 2023379,688,88411,112

Rights converted4,935,0791,651

Balance at 30 June 2024384,623,96312,763

Ordinary shares

Ordinary shares entitle the holder to participate in dividends,

and to share in the proceeds of winding up the Company in

proportion to the number of and amounts paid on the shares

held.

On a show of hands every holder of ordinary shares present at a

meeting in person or by proxy, is entitled to one vote, and on a

poll each share is entitled to one vote.

Options

Information relating to the Michael Hill International Employee

Option Plan, including details of options issued, exercised and

lapsed during the financial year and options outstanding at the

end of the financial year, is set out in note D3.

Rights issue

Information relating to share rights issued under the

Company’s deferred compensation plan, including details of

rights issued, exercised and lapsed during the financial year

and rights outstanding at the end of the financial year, is set

out in note D3.

F11. RESERVES

NATURE AND PURPOSES OF OTHER RESERVES

Share-based payments

The share-based payments reserve is used to recognise the

value of equity-settled share-based payments provided to

employees, including key management personnel, as part of

their remunerations. Refer to note D3 for further details of

these plans.

Foreign currency translation

Exchange differences arising on translation of the foreign

controlled entity are recognised in other comprehensive income

as described in note J1(C) and accumulated in a separate

reserve within equity. The cumulative amount is reclassified to

profit or loss when the net investment is disposed of.

G. BUSINESS COMBINATION

G1. CURRENT YEAR ACQUISITIONS

ACQUISITION OF JEWELLERY SERVICES AUSTRALIA

On 8 December 2023, the Group acquired the business and

selected assets and liabilities of Jewellery Services Australia,

with consideration consisting of cash upfront.

Jewellery Services Australia is a jewellery repair workshop

based in Brisbane, Australia. The acquisition provides an

opportunity to stabilise the repair network for the Michael Hill

Group, whilst presenting an opportunity to grow the repairs

offering and revenue within Australia.

The Group measures the assets and liabilities assumed in the

acquisition at fair value. The purchase price accounting for

Jewellery Services Australia is provisional as at 30 June 2024.

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

G1. CURRENT YEAR ACQUISITIONS,

CONTINUED.

ACQUISITION OF JEWELLERY SERVICES AUSTRALIA,

CONTINUED.

Assets acquired and liabilities assumed

Details of the purchase consideration, the net assets acquired

and goodwill are set out in the table below:

ASSETS

Notes

Fair value

recognised

on acquisition

$’000

Property, plant and equipmentF4155

Total assets155

LIABILITIES

Annual leave28

Long service leave27

Total liabilities55

Total identifiable net assets

at fair value

100

Goodwill arising on acquisition150

Purchase consideration

transferred

250

The goodwill represents the synergies expected to be achieved

through integrating Jewellery Services Australia and its

associated workforce.

G2 PRIOR YEAR ACQUISITIONS

ACQUISITION OF BEVILLES

On 1 June 2023, the Group acquired the business and selected

assets and liabilities of Bevilles, with consideration consisting

of cash upfront (after adjustments) and earn-out payments over

two years.

Bevilles is an Australian jewellery and watch retailer that

centres its brand and products on the ‘value’ customer segment.

As such, this provides a strong strategic fit and complements

the strategy to elevate the Michael Hill brand to a ‘premium’

market positioning.

The Group measures the assets and liabilities assumed in the

acquisition at fair value.

Assets acquired and liabilities assumed

In finalising the purchase price allocation (PPA) for Bevilles, a

detailed review of the inventory that existed at acquisition was

conducted. It was determined some of the acquired inventory

did not align with the strategic growth objectives of the brand.

Consequently, this inventory was partially written down to

its recoverable value, to ensure focus remains on ranges that

support the long term vision of the brand, with an associated

adjustment to goodwill recognised on acquisition. The amount

of the write down was $1,378,000. No further significant

changes arose as a result of finalisation of the PPA for Bevilles.

The fair values of the identifiable assets and liabilities of

Bevilles as at the date of acquisition were:

ASSETS

Notes

Fair value

recognised

on acquisition

$’000

CashCash22 22

Trade receivablesTrade receivables49 49

InventoriesInventories17,531 17,531

Property, plant and equipmentProperty, plant and equipmentF4F42,316 2,316

IntangiblesIntangiblesF5F520,421 20,421

Right-of-use assetsRight-of-use assets10,812 10,812

Other current assetsOther current assets172 172

Total assetsTotal assets51,322 51,322

LIABILITIES

Trade payablesTrade payables1,098 1,098

Contract liabilitiesContract liabilities1,162 1,162

Employee entitlementsEmployee entitlements2,212 2,212

Lease liabilitiesLease liabilities10,812 10,812

ProvisionsProvisions1,001 1,001

Deferred tax liabilitiesDeferred tax liabilities5,105 5,105

Total liabilitiesTotal liabilities21,390 21,390

Total identifiable net assets Total identifiable net assets

at fair valueat fair value

29,933 29,933

Goodwill arising on acquisitionGoodwill arising on acquisitionF5F519,073 19,073

Purchase consideration Purchase consideration

transferredtransferred

49,006 49,006

PURCHASE CONSIDERATION

Cash consideration paid Cash consideration paid

to the vendorto the vendor

44,635 44,635

Deferred contingent Deferred contingent

consideration paid in escrowconsideration paid in escrow

3,500 3,500

Deferred consideration payableDeferred consideration payable871 871

Total considerationTotal consideration49,006 49,006

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

H. GROUP STRUCTURE

H1. INTERESTS IN OTHER ENTITIES

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the

accounting policy described in noteJ1(B):

Country of

incorporation

Ownership interest held by the group

2024

%

2023

%

Michael Hill Jeweller (Australia) Pty LimitedAustralia100100

Michael Hill Wholesale Pty LimitedAustralia100100

Michael Hill Manufacturing Pty LimitedAustralia100100

Michael Hill Franchise Pty LimitedAustralia100100

Michael Hill Franchise Services Pty LimitedAustralia100100

Michael Hill Finance Australia100100

Michael Hill Group Services Pty LimitedAustralia100100

Michael Hill Charms Pty LimitedAustralia100100

MH Bespoke Diamonds AU Pty Ltd (previously Michael Hill Online Pty Ltd)Australia100100

Fine Jewellery Retail AU Pty Ltd (previously Emma & Roe Pty Limited)Australia100100

Medley Jewellery Pty LimitedAustralia100100

Durante Holdings Pty LimitedAustralia100100

Michael Hill New Zealand LimitedNew Zealand100100

Michael Hill Jeweller LimitedNew Zealand100100

Michael Hill Finance (NZ) LimitedNew Zealand100100

Michael Hill Franchise Holdings LimitedNew Zealand100100

MHJ (US) LimitedNew Zealand100100

Emma & Roe NZ LimitedNew Zealand100100

Michael Hill Online Holdings LimitedNew Zealand100100

Michael Hill Jeweller (Canada) LimitedCanada100100

Michael Hill LLCUnited States100100

H2. DEED OF CROSS GUARANTEE

Pursuant to ASIC Class Order 2016/785, the Australian wholly-owned subsidiaries listed below are relieved from the Corporations Act

2001 requirements for preparation, audit and lodgement of financial reports and directors’ report in Australia.

The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael Hill Jeweller (Australia)

Pty Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill Franchise Services Pty Ltd, Michael Hill

Franchise Pty Ltd, Michael Hill New Zealand Ltd, Michael Hill Jeweller Ltd, Michael Hill Franchise Holdings Ltd, Michael Hill Finance (NZ)

Ltd, MH Bespoke Diamonds AU Pty Ltd, Michael Hill Charms Pty Ltd, Fine Jewellery Retail AU Pty Ltd, Medley Jewellery Pty Ltd, Michael

Hill Online Holdings Ltd and Emma & Roe NZ Ltd.

The Class Order requires the Parent Company and each of the subsidiaries to enter into a Deed of Cross Guarantee. The effect of the

deed is that the Company guarantees each creditor payment in full of any debt in the event of winding up of any of the subsidiaries

under certain provisions of the

Corporations Act 2001. If a winding up occurs under other provisions of the Corporations Act 2001,

the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given

similar guarantees in the event that the Company is wound up.

The above companies represent a Closed Group for the purposes of the Class Order and, as there are no other parties to the Deed of

Cross Guarantee that are controlled by Michael Hill International Limited, they also represent the Extended Closed Group.

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS, STATEMENT OF COMPREHENSIVE INCOME AND SUMMARY

OF MOVEMENTS IN CONSOLIDATED RETAINED EARNINGS

Set out below is a consolidated statement of profit or loss, a consolidated statement of comprehensive income and a summary

of movements in consolidated retained earnings for the year ended 30 June 2024 of the closed group consisting of Michael Hill

International Limited and the entities noted above.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

2024

$’000

2023

$’000

Revenue from sales of goods and services465,857435,796

Sales to Group companies not in Closed Group2,31517,121

Other income471(236)

Cost of goods sold(183,599)(160,161)

Employee benefits expense(144,797)(129,675)

Occupancy costs(7,589)(4,812)

Marketing expenses(30,865)(31,594)

Selling expenses(14,391)(12,845)

Administrative expenses(23,465)22,459

Depreciation and amortisation expense(54,209)(44,960)

Loss in disposal of property, plant and equipment(384)(114)

Other expenses(6,739)(426)

Finance costs(11,120)(6,583)

Profit/(loss) before income tax(8,515)39,052

Income tax expense1,995(12,964)

Profit/(loss) for the year(6,520)26,088

OTHER COMPREHENSIVE INCOME

2024

$’000

2023

$’000

Items that may be reclassified to profit or loss

Exchange differences on translation of foreign operations(3,534)1,379

Other comprehensive income/(loss) for the period, net of tax(3,534)1,379

Total comprehensive income/(loss) for the year(10,054)27,467

STATEMENT OF CHANGES IN EQUITY

2024

$’000

2023

$’000

Equity at the beginning of the financial year481,734472,985

Share buy-back-10,207

Total comprehensive income/(loss)(10,054)27,467

Share rights through share-based payments reserve-1,794

Issue of share capital on exercise of share rights(409)-

Dividends paid(20,195)(30,719)

Total equity at the end of the financial year451,076481,734

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Set out below is a consolidated statement of financial position as at 30 June 2024 of the Closed Group consisting

of Michael Hill International Limited and the entities noted above.

CURRENT ASSETS

2024

$’000

2023

$’000

Cash and cash equivalents9,816 9,971

Trade receivables8,216 5,950

Inventories148,757 151,266

Loans to related parties249,706 246,710

Other current assets7,627 4,714

Current tax asset215-

Total current assets424,337418,611

NON-CURRENT ASSETS

Property, plant and equipment45,235 41,756

Right-of-use assets110,624 108,121

Investments in subsidiaries83,346 83,346

Other non-current assets573 18,341

Intangible assets57,803 36,215

Deferred tax assets45,539 40,767

Total non-current assets343,120 328,546

Total assets767,457747,157

CURRENT LIABILITIES

Trade and other payables57,021 54,035

Lease liabilities30,453 31,074

Current tax liabilities- 9,450

Deferred revenue14,084 14,616

Provisions12,494 12,310

Deferred consideration2,851 -

Total current liabilities116,903 121,485

NON-CURRENT LIABILITIES

Lease liabilities94,524 88,947

Deferred revenue38,891 44,113

Provisions7,163 10,878

Borrowings58,900 -

Total non-current liabilities199,478 143,938

Total liabilities316,381 265,423

Net assets451,076481,734

EQUITY

Contributed equity320,585 320,585

Reserves(20,295)(16,352)

Retained profits150,786 177,501

Total equity451,076 481,734

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ANNUAL REPORT 2024

NOTES TO THE FINANCIAL STATEMENTS

H3. PARENT ENTITY FINANCIAL INFORMATION

SUMMARY FINANCIAL INFORMATION

The individual financial statements for Michael Hill International Limited (the Parent) show the following aggregate amounts.

STATEMENT OF FINANCIAL POSITION

2024

$’000

2023

$’000

Current assets140286

Non-current assets353,616387,715

Total assets353,756388,001

Current liabilities-11,664

Total liabilities-11,664

Net assets353,756376,337

Issued capital291,832291,255

Reserves33,09633,504

Retained earnings28,82851,578

Total equity353,756376,337

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

2024

$’000

2023

$’000

Loss for the year(24,905)(39,437)

Total comprehensive loss(24,905)(39,437)

GUARANTEES ENTERED INTO BY THE PARENT ENTITY

The Parent has issued the following guarantees in relation to the debts of its subsidiaries:

(i) Pursuant to Class Order 2016/785, Michael Hill International Limited and the subsidiaries listed below entered into a deed of cross

guarantee on 30 June 2016. The effect of the deed is that Michael Hill International Limited has guaranteed to pay any deficiency in

the event of winding up of any controlled entity or if they do not meet their obligations under the terms of overdrafts, loans, leases

or other liabilities subject to the guarantee. The controlled entities have also given a similar guarantee in the event that Michael Hill

International Limited is wound up or if it does not meet its obligations under the terms of overdrafts, loans, leases or other liabilities

subject to the guarantee.

(ii) The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael Hill Jeweller

(Australia) Pty Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill Franchise Services Pty Ltd,

Michael Hill Franchise Pty Ltd, Michael Hill New Zealand Ltd, Michael Hill Jeweller Ltd, Michael Hill Franchise Holdings Ltd, Michael

Hill Finance (NZ) Ltd, Michael Hill Online Pty Ltd, Michael Hill Charms Pty Ltd, Emma & Roe Pty Ltd, Medley Jewellery Pty Ltd,

Michael Hill Online Holdings Ltd and Emma & Roe NZ.

CONTINGENT LIABILITIES OF THE PARENT ENTITY

The Parent entity had no material contingent liabilities as at balance date.

I. UNRECOGNISED ITEMS

I1. CONTINGENCIES AND COMMITMENTS

CONTINGENT LIABILITIES

From time to time, Companies within the Group are party to various legal actions as well as inquiries from regulators and government

bodies that have arisen in the normal course of business. The Directors have given consideration to such matters which are or may be

subject to claims or litigation at year end and are of the opinion that that any liabilities arising over and above already provided in the

financial statements from such action would not have a material effect on the Group’s financial performance.

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I1. CONTINGENCIES AND COMMITMENTS, CONTINUED.

CONTINGENT LIABILITIES, CONTINUED.

The Group is not aware of any significant events occurring subsequent to balance date that have not been disclosed.

The Group had no material contingent liabilities as at balance date.

CONTINGENT ASSETS

The Group has no material contingent assets existing as at balance date.

COMMITMENTS

The following sets out the various lease contracts that the Group has entered into and have yet to commence as at 30 June 2024.

Within one yearOne to five yearsGreater than five yearsTotal

$’000$’000$’000$’000

Future lease payments for these

non-cancellable lease contracts

5684587771,803

I2. EVENTS OCCURRING AFTER THE END OF THE REPORTING PERIOD

In July 2024, it was agreed with ANZ Banking Group and HSBC Australia for the facility to increase by $40 million for the four-month

period from 15 September 2024 to support seasonal working capital requirements for Christmas trade.

The Supreme Court of New South Wales handed down its judgment in Gispac Pty Ltd v Michael Hill Jeweller (Australia) Pty Ltd on 31

January 2024, which involved a dispute in relation to the supply of packaging in the years 2014 to 2018. The Supreme Court ordered

Michael Hill Jeweller (Australia) Pty Ltd to pay damages of $2,259,971 plus interest and costs, for which the Group provided

$4,500,000 for in the consolidated interim financial report for the period ended 31 December 2023. The Group subsequently

appealed that decision to the NSW Court of Appeal. On 27 August 2024, the NSW Court of Appeal handed down its judgement

for the appeal and has reduced the damages amount to $359,858, plus interest. Gispac was ordered to pay the Group’s costs of

the appeal, however the initial trial costs are subject to further determination by the Court. Gispac has a right to apply for leave to

appeal to the High Court within 28 days of the judgement. As the initial trial costs are subject to further Court determination and

the decision still remains subject to appeal, the Group has maintained the existing provision amount noted above in the consolidated

annual financial report for the year ended 30 June 2024

On 30 August 2024, Claudia Batten was appointed a non-executive director of Michael Hill International Limited.

No other matters or circumstances have occurred subsequent to year end that has significantly affected, or may significantly affect,

the operations of the Group, the results of those operations or the state of affairs of the Group or economic entity in subsequent

financial years.

J. SUMMARY OF ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES AND JUDGEMENTS

J1. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

(A) BASIS OF PREPARATION

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the

Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting

Standards Board.

The financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been

measured at fair value. The consolidated financial statements provide comparative information in respect of the previous period.

For reporting purposes, the Group adopts a weekly ‘retail calendar’ closing each Sunday. The current 52 week reporting period ended

on 30 June 2024.

The consolidated financial statements of the Group comply with International Financial Reporting Standards (IFRS) as issued by the

International Accounting Standards Board (IASB).

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J1. SUMMARY OF MATERIAL ACCOUNTING

POLICY INFORMATION, CONTINUED.

(B) PRINCIPLES OF CONSOLIDATION

Subsidiaries are all entities (including special purpose) over

which the Group has control. Control is achieved when the

Group is exposed, or has rights, to variable returns from its

involvement with the investee and has the ability to affect those

returns through its power to direct the activities of the investee.

Subsidiaries are fully consolidated from the date on which

control is transferred to the Group. They are deconsolidated

from the date that control ceases.

Investments in subsidiaries are accounted for at cost in the

individual financial statements of Michael Hill International

Limited. Intercompany transactions, balances and unrealised

gains on transactions between Group companies are eliminated

on consolidation. Unrealised losses are also eliminated unless

the transaction provides evidence of the impairment of the

transferred asset.

(C) FOREIGN CURRENCY TRANSLATION

Functional currency translation

Items included in the financial statements of each of the

Group entities are measured using the currency of the

primary economic environment in which the entity operates

(‘the functional currency’). The Group financial statements

are presented in Australian dollars, which is the Group’s

presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional

currency using the exchange rates prevailing at the dates

of the transactions. Net foreign exchange gains and losses

resulting from the settlement of such transactions and from

the translation at year-end of monetary assets and liabilities

denominated in foreign currencies are recognised as other

income or other expenses, except when deferred in equity as

qualifying cash flow hedges and qualifying net investment

hedges or are attributable to part of the net investment in a

foreign operation.

Group companies

The results and financial position of all the Group entities

(none of which have the currency of a hyperinflationary

economy) that have a functional currency different from the

presentation currency are translated into the presentation

currency as follows:

• assets and liabilities for each balance sheet presented are

translated at the closing rate at the date of the statement

of financial position;

• income and expenses for each statement of profit or loss

and statement of comprehensive income are translated

at average exchange rates, unless this is not a reasonable

approximation of the cumulative effect of the rates prevailing

on the transaction dates, in which case income and expenses

are translated at the dates of the transactions; and

• all resulting exchange differences are recognised in other

comprehensive income.

On consolidation, exchange differences arising from the

translation of any net investment in foreign entities, and

of borrowings and other financial instruments designated

as hedges of such investments, are recognised in other

comprehensive income.

(D) TAXES

Current income tax

The income tax expense or credit for the year is the tax payable

on the current year’s taxable income based on the applicable

income tax rate for each jurisdiction adjusted by changes in

deferred tax assets and liabilities attributable to temporary

differences and to unused tax losses.

The current income tax charge is calculated on the basis of the

tax laws enacted or substantively enacted at the end of the

reporting year in the countries where the Group operates and

generates taxable income. Management periodically evaluates

positions taken in tax returns with respect to situations in

which applicable tax regulation is subject to interpretation.

It establishes provisions where appropriate on the basis of

amounts expected to be paid to the tax authorities.

Current tax is recognised in profit or loss, except to the extent

that it relates to items recognised in other comprehensive

income or directly in equity. In this case, the tax is also

recognised in other comprehensive income or directly in

equity, respectively.

Deferred income tax

Deferred income tax is provided in full, using the liability

method, on temporary differences between the tax bases

of assets and liabilities and their carrying amounts in the

consolidated financial statements. Deferred tax assets and

liabilities are classified as non-current assets and liabilities.

Deferred tax assets are recognised for deductible temporary

differences and unused tax losses only if it is probable that

future taxable amounts will be available to utilise those

temporary differences and losses.

Deferred tax liabilities and assets are not recognised for

temporary differences between the carrying amount and tax

bases of investments in controlled entities where the Parent

Entity is able to control the timing of the reversal of the

temporary differences and it is probable that the differences

will not reverse in the foreseeable future.

Deferred tax is recognised in profit or loss, except to

the extent that it relates to items recognised in other

comprehensive income or directly in equity. In this case, the

tax is also recognised in other comprehensive income or

directly in equity, respectively.

Deferred tax assets and liabilities are offset where there is

a legally enforceable right to offset current tax assets and

liabilities and where the deferred tax balances relate to the

same taxation authority. Current tax assets and tax liabilities are

offset where the entity has a legally enforceable right to offset

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NOTES TO THE FINANCIAL STATEMENTS

and intends either to settle on a net basis, or to realise the asset

and settle the liability simultaneously.

Tax consolidation group

Michael Hill International Limited and its wholly-owned

Australian controlled entities form a tax consolidation group.

As a consequence, one income tax return is completed for the

Australian tax group and is treated for income tax purposes as

one taxpayer.

The tax balances have been attributed for reporting purposes

to each of the entities on the basis of their individual results.

Amounts of tax due to and receivable from the Australian

Taxation Office are made by Michael Hill International Limited

as nominated member of the Australian tax consolidated

group. The current tax balance for the Australian tax group

has been allocated between the members based on each

entity’s current tax movement for the period. Where tax losses

are incurred by Australian tax group members, these are

offset within the group.

(E) GOODS AND SERVICES TAX (GST)

Revenues, expenses, assets and liabilities are recognised net of

the amount of GST, except:

• When the GST incurred on a sale or purchase of assets or

services is not payable to or recoverable from the taxation

authority, in which case the GST is recognised as part of

the revenue or the expense item or as part of the cost of

acquisition of the asset, as applicable; or

• When receivables and payables are stated with the amount

of GST included.

The net amount of GST recoverable from, or payable to,

the taxation authority is included as part of receivables or

payables in the statement of financial position. Commitments

and contingencies are disclosed net of the amount of GST

recoverable from, or payable to, the taxation authority. Cash

flows are included in the statement of cash flows on a gross

basis and the GST components of cash flows arising from

investing or financing activities which are recoverable from, or

payable to, the taxation authority, are presented as operating

cash flows.

(F) IMPAIRMENT OF ASSETS

At each annual reporting date (or more frequently if events or

changes in circumstances indicate that they might be impaired),

the Group assesses whether there is any indication that an

asset may be impaired. Where such an indication is identified,

the Group estimates the recoverable amount of the asset and

recognises an impairment loss where the recoverable amount

is less than the carrying amount. The recoverable amount is the

higher of an asset’s fair value less costs to sell and value-in-use.

Where the recoverable amount exceeds the carrying amount of

an asset, an impairment loss is recognised. Right-of-use assets

are also incorporated into the calculation. Subsequent to an

impairment occurring, if the recoverable amount from assets

exceeds the carrying value, the impairment loss is reversed to

the extent that it has been recognised.

(G) CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, deposits

held at call with financial institutions, other short-term, highly

liquid investments with original maturities of three months

or less that are readily convertible to known amounts of cash

and which are subject to an insignificant risk of changes in

value, and bank overdrafts. Bank overdrafts are shown within

borrowings in current liabilities in the statement of financial

position when utilised.

(H) INVENTORIES

Raw materials and finished goods are stated at the lower of

cost and net realisable value. Cost comprises direct materials,

direct labour and an appropriate proportion of variable and

fixed overhead expenditure, the latter being allocated on

the basis of normal operating capacity. Costs are assigned to

individual items of inventory on the basis of weighted average

costs. Net realisable value is the estimated selling price in

the ordinary course of business less the estimated costs of

completion and the estimated costs necessary to make the sale.

Management review stock holdings based on recoverability at a

product level and write-down as appropriate.

(I) FINANCIAL INSTRUMENTS - INITIAL RECOGNITION

AND SUBSEQUENT MEASUREMENT

(i) Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as

subsequently measured at amortised cost, fair value through

Other Comprehensive Income (OCI), and fair value through

profit or loss.

The classification of financial assets at initial recognition

depends on the financial asset’s contractual cash flow

characteristics and the Group’s business model for managing

them. With the exception of trade receivables that do not

contain a significant financing component, the Group initially

measures a financial asset at its fair value plus, in the case

of a financial asset not at fair value through profit or loss,

transaction costs. Trade receivables that do not contain

a significant financing component are measured at the

transaction price determined under AASB15

Revenue from

Contracts with Customers. Refer to the accounting policies

in note A2.

In order for a financial asset to be classified and measured

at amortised cost or fair value through OCI, it needs to give

rise to cash flows that are ‘Solely Payments of Principal and

Interest (SPPI)’ on the principal amount outstanding. This

assessment is referred to as the SPPI test and is performed at

an instrument level.

The Group’s business model for managing financial assets

refers to how it manages its financial assets in order to generate

cash flows. The business model determines whether cash flows

will result from collecting contractual cash flows, selling the

financial assets, or both.

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Subsequent measurement

Whilst there are four categories, two are relevant in the current

reporting period for the Group, being:

• Financial assets at amortised cost (debt instruments)

• Financial assets at fair value through profit or loss

Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Group. The Group

measures financial assets at amortised cost if both of the

following conditions are met:

• The financial asset is held within a business model with

the objective to hold financial assets in order to collect

contractual cash flows; and

• The contractual terms of the financial asset give rise on

specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured

using the Effective Interest Rate (EIR) method and are subject

to impairment. Gains and losses are recognised in profit or loss

when the asset is derecognised, modified or impaired.

The Group’s financial assets at amortised cost include

trade receivables included under current and non-current

financial assets.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include

financial assets held for trading, financial assets designated

upon initial recognition at fair value through profit or loss,

or financial assets mandatorily required to be measured at

fair value. Financial assets are classified as held for trading if

they are acquired for the purpose of selling or repurchasing

in the near term. Derivatives, including separated embedded

derivatives, are also classified as held for trading unless they are

designated as effective hedging instruments. Financial assets

with cash flows that are not solely payments of principal and

interest are classified and measured at fair value through profit

or loss, irrespective of the business model. Notwithstanding

the criteria for debt instruments to be classified at amortised

cost or at fair value through OCI, as described above, debt

instruments may be designated at fair value through profit or

loss on initial recognition if doing so eliminates, or significantly

reduces, an accounting mismatch.

Financial assets at fair value through profit or loss are carried

in the statement of financial position at fair value with net

changes in fair value recognised in the statement of profit

or loss.

This category includes derivative instruments which the Group

had not irrevocably elected to classify at fair value through OCI.

Derecognition

A financial asset (or, where applicable, a part of a financial

asset or part of a group of similar financial assets) is primarily

derecognised (i.e. removed from the Group’s consolidated

statement of financial position) when:

• The rights to receive cash flows from the asset have

expired; or

• The Group has transferred its rights to receive cash flows

from the asset or has assumed an obligation to pay the

received cash flows in full without material delay to a

third party under a ‘pass-through’ arrangement; and either

(a) the Group has transferred substantially all the risks

and rewards of the asset, or (b) the Group has neither

transferred nor retained substantially all the risks and

rewards of the asset, but has transferred control of

the asset.

When the Group has transferred its rights to receive cash flows

from an asset or has entered into a pass-through arrangement,

it evaluates if, and to what extent, it has retained the risks and

rewards of ownership. When it has neither transferred nor

retained substantially all of the risks and rewards of the asset,

nor transferred control of the asset, the Group continues to

recognise the transferred asset to the extent of its continuing

involvement. In that case, the Group also recognises an

associated liability. The transferred asset and the associated

liability are measured on a basis that reflects the rights and

obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over

the transferred asset is measured at the lower of the original

carrying amount of the asset and the maximum amount of

consideration that the Group could be required to repay.

Impairment of financial assets

Further disclosures relating to impairment of financial assets

are also provided in note F3.

The Group recognises an allowance for Expected Credit Losses

(ECLs) for all debt instruments not held at fair value through

profit or loss. ECLs are based on the difference between the

contractual cash flows due in accordance with the contract and

all the cash flows that the Group expects to receive, discounted

at an approximation of the original effective interest rate.

For trade receivables and contract assets, the Group applies a

simplified approach in calculating ECLs. Therefore, the Group

does not track changes in credit risk, but instead recognises a

loss allowance based on lifetime ECLs at each reporting date.

The Group has established a provision matrix that is based on its

historical credit loss experience, adjusted for forward-looking

factors specific to the debtors and the economic environment.

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The Group considers a financial asset in default when

contractual payments are past due. However, in certain cases,

the Group may also consider a financial asset to be in default

when internal or external information indicates that the Group

is unlikely to receive the outstanding contractual amounts in

full before taking into account any credit enhancements held

by the Group. A financial asset is written off when there is

no reasonable expectation of recovering the contractual

cash flows.

(ii) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as

financial liabilities at fair value through profit or loss, loans and

borrowings, payables, or as derivatives designated as hedging

instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in

the case of loans and borrowings and payables, net of directly

attributable transaction costs.

Subsequent measurement

The measurement of financial liabilities depends on their

classification, as described below.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include

financial liabilities held for trading and financial liabilities

designated upon initial recognition as at fair value through

profit or loss.

Financial liabilities are classified as held for trading if they

are incurred for the purpose of repurchasing in the near term.

This category also includes derivative financial instruments

entered into by the Group that are not designated as hedging

instruments in hedge relationships as defined by AASB9

Financial Instruments. Separated embedded derivatives are

also classified as held for trading unless they are designated

as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in

the statement of profit or loss.

Financial liabilities designated upon initial recognition at fair

value through profit or loss are designated at the initial date

of recognition, and only if the criteria in AASB9

Financial

Instruments are satisfied. The Group has not designated anu

financial liability as at fair value through profit and loss.

Loans and borrowings at amortised cost

This is the category most relevant to the Group. After initial

recognition, interest-bearing loans and borrowings are

subsequently measured at amortised cost using the Effective

Interest Rate (EIR) method. Gains and losses are recognised in

profit or loss when the liabilities are derecognised as well as

through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount

or premium on acquisition and fees or costs that are an integral

part of the EIR. The EIR amortisation is included as finance costs

in the statement of profit or loss.

This category generally applies to interest-bearing loans and

borrowings. For more information, refer to note C1.

Derecognition

A financial liability is derecognised when the obligation under

the liability is discharged or cancelled or expires. When an

existing financial liability is replaced by another from the same

lender on substantially different terms, or the terms of an

existing liability are substantially modified, such an exchange

or modification is treated as the derecognition of the original

liability and the recognition of a new liability. The difference in

the respective carrying amounts is recognised in the statement

of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net

amount is reported in the consolidated statement of financial

position if there is a currently enforceable legal right to offset

the recognised amounts and there is an intention to settle

on a net basis, to realise the assets and settle the liabilities

simultaneously.

(J) PROPERTY PLANT AND EQUIPMENT

All property, plant and equipment is stated at historical cost

less depreciation and impairment. Historical cost includes

expenditure that is directly attributable to the acquisition of

the items.

Subsequent costs are included in the asset’s carrying amount

or recognised as a separate asset, as appropriate, only when

it is probable that future economic benefits associated with

the item will flow to the Group and the cost of the item can

be measured reliably. The carrying amount of any component

accounted for as a separate asset is derecognised when

replaced. All other repairs and maintenance are charged

to profit or loss during the reporting year in which they

are incurred.

Depreciation on other assets is calculated using the straight line

method to allocate their cost or revalued amounts, net of their

residual values, over their estimated useful lives (note F4).

The assets’ residual values and useful lives are reviewed, and

adjusted if appropriate, at the end of each reporting year.

An asset’s carrying amount is written down immediately to its

recoverable amount if the asset’s carrying amount is greater

than its estimated recoverable amount (note J1(F)).

Gains and losses on disposals are determined by comparing

proceeds with carrying amount. These are included in profit

or loss.

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(K) INTANGIBLE ASSETS AND GOODWILL

Goodwill

Goodwill is initially measured at cost (being the excess of the

aggregate of the consideration transferred and the amount

recognised for non- controlling interests and any previous

interest held over the net identifiable assets acquired and

liabilities assumed). If the fair value of the net assets acquired

is in excess of the aggregate consideration transferred, the

Group re-assesses whether it has correctly identified all of the

assets acquired and all of the liabilities assumed and reviews

the procedures used to measure the amounts to be recognised

at the acquisition date. If the reassessment still results in

an excess of the fair value of net assets acquired over the

aggregate consideration transferred, then the gain is recognised

in profit or loss.

After initial recognition, goodwill is measured at cost less any

accumulated impairment losses. For the purpose of impairment

testing, goodwill acquired in a business combination is,

from the acquisition date, allocated to each of the Group’s

cash-generating units that are expected to benefit from the

combination, irrespective of whether other assets or liabilities

of the acquiree are assigned to those units.

Brand

Brand names are acquired as part of business combinations

and are recognised initially at fair value. Where they have an

indefinite useful life, they are not subject to amortisation but

are tested annually for impairment or more frequently if events

or changes in circumstances indicate they may be impaired. Key

factors taken into account in assessing useful life of brands are:

• The brands are well established and protected by

trademarks; and

• There are currently no legal, technical or commercial

obsolescence factors applying to the brands which indicate

that the life should be considered limited.

Loyalty program

Loyalty programs associated to brands operate a customer

loyalty program which attributes value to the business by

offering a returning customer base. The cost of intangible

assets acquired in a business combination is their fair value at

the date of acquisition. Following initial recognition, intangible

assets are carried at cost less any accumulated amortisation

and accumulated impairment losses. Internally generated

intangibles, excluding capitalised development costs, are not

capitalised and the related expenditure is reflected in profit or

loss in the period in which the expenditure is incurred.

Software

Acquired computer software licences are capitalised on

the basis of the costs incurred to acquire and bring to use

the specific software. These costs are amortised over their

estimated useful lives (three to five years).

Costs associated with developing or maintaining software

programmes are recognised as an expense as incurred.

Development costs that are directly attributable to the design

and testing of identifiable and unique software products

controlled by the Group are recognised as intangible assets

when the following criteria are met:

• it is technically feasible to complete the software so that

it will be available for use;

• management intends to complete the software and use

or sell it;

• there is an ability to use or sell the software;

• adequate technical, financial and other resources to

complete the development and to use or sell the software

are available;

• it can be demonstrated how the software will generate

probable future economic benefits; and

• the expenditure attributable to the software during its

development can be reliably measured.

In respect to cloud computing arrangements, the Group

assesses whether the arrangement contains a lease and if not,

whether the arrangement provides the Group with a resource

that it can control. Costs associated with implementation

are then assessed as to whether they can be capitalised in

accordance with relevant accounting standards.

Directly attributable costs that are capitalised as part of the

software include employee costs and an appropriate portion of

relevant overheads.

Capitalised development costs are recorded as intangible

assets and amortised from the point at which the asset is ready

for use.

Computer software development costs recognised as assets

are amortised over their estimated useful lives (not exceeding

ten years).

Useful life

The useful lives of intangible assets are assessed as either finite

or indefinite.

Intangible assets with finite lives are amortised over the useful

economic life i.e. three years for customer loyalty program

and assessed for impairment whenever there is an indication

that the intangible asset may be impaired. The amortisation

period and the amortisation method for an intangible asset

with a finite useful life are reviewed at least at the end of

each reporting period. Changes in the expected useful life

or the expected pattern of consumption of future economic

benefits embodied in the asset are considered to modify

the amortisation period or method, as appropriate, and are

treated as changes in accounting estimates. The amortisation

expense on intangible assets with finite lives is recognised in

the statement of profit or loss in the expense category that is

consistent with the function of the intangible assets.

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(L) PROVISIONS

Provisions are recognised when the Group has a present legal or

constructive obligation as a result of past events, it is probable

that an outflow of resources will be required to settle the

obligation and the amount can be reliably estimated.

Where there are a number of similar obligations, the

likelihood that an outflow will be required in settlement is

determined by considering the class of obligations as a whole.

A provision is recognised even if the likelihood of an outflow

with respect to any one item included in the same class of

obligations may be small.

Present obligations arising from onerous contracts are required

to be recognised and measured as a provision. An onerous

contract is considered to exist where the unavoidable cost

of meeting the obligations under the contract exceed the

economic benefits expected to be received from the contract.

Provisions are measured at the present value of

management’s best estimate of the expenditure required

to settle the present obligation at the end of the reporting

year. The discount rate used to determine the present value

is a pre-tax rate that reflects current market assessments of

the time value of money and the risks specific to the liability.

The increase in the provision due to the passage of time is

recognised as interest expense.

(M) EMPLOYEE ENTITLEMENTS

Short-term obligations

Liabilities for wages and salaries, including non-monetary

benefits and accumulating sick leave that are expected to be

settled wholly within 12 months after the end of the year in

which the employees render the related service are recognised

in respect of employees’ services up to the end of the reporting

year and are measured at the amounts expected to be paid

when the liabilities are settled.

Liabilities for employee benefits are measured at the present

value of management’s best estimate of the expenditure

required to settle the present obligation at the reporting date.

Other long-term employee benefit obligations

The liabilities for long service leave and annual leave that

are not expected to be settled wholly within 12 months

after the end of the year in which the employees render the

related service are measured as the present value of expected

future payments to be made in respect of services provided

by employees up to the end of the reporting year using

the projected unit credit method. Consideration is given to

expected future wage and salary levels, experience of employee

departures and periods of service. Expected future payments

are discounted using the Milliman G100 discount rates at the

end of the reporting period. Remeasurements as a result of

experience adjustments and changes in actuarial assumptions

are recognised in profit or loss.


The obligations are presented as current liabilities in the

statement of financial position if the entity does not have an

unconditional right to defer settlement for at least twelve

months after the reporting year, regardless of when the actual

settlement is expected to occur.

Profit-sharing and bonus plans

The Group recognises a liability and an expense for bonuses and

profit-sharing based on a formula that takes into consideration

the profit attributable to the Company’s shareholders after

certain adjustments. The Group recognises a provision where

contractually obliged or where there is a past practice that has

created a constructive obligation.

Retirement benefit obligations

The Group provides retirement benefits to employees through

a defined contribution superannuation fund. Contributions are

recognised as expenses as they become payable.

(N) BUSINESS COMBINATIONS

Business combinations are accounted for using the

acquisition method. The cost of an acquisition is measured

as the aggregate of the consideration transferred, which is

measured at acquisition date fair value, and the amount of any

non-controlling interests in the acquiree. For each business

combination, the Group elects whether to measure the non-

controlling interests in the acquiree at fair value or at the

proportionate share of the acquiree’s identifiable net assets.

Acquisition-related costs are expensed as incurred and included

in administrative expenses. At the acquisition date, identifiable

assets acquired and liabilities and contingent liabilities assumed

in a business combination are measured initially at their fair

values, except deferred tax assets or liabilities and assets or

liabilities related to employee benefit arrangements which are

recognised and measured in accordance with AASB 112 Income

Taxes and AASB 119 Employee Benefits respectively.

The Group determines that it has acquired a business when

the acquired set of activities and assets include an input and a

substantive process that together significantly contribute to

the ability to create outputs. The acquired process is considered

substantive if it is critical to the ability to continue producing

outputs, and the inputs acquired include an organised

workforce with the necessary skills, knowledge, or experience

to perform that process or it significantly contributes to the

ability to continue producing outputs and is considered unique

or scarce or cannot be replaced without significant cost, effort,

or delay in the ability to continue producing outputs.

When the Group acquires a business, it assesses the financial

assets and liabilities assumed for appropriate classification and

designation in accordance with the contractual terms, economic

circumstances and pertinent conditions as at the acquisition

date. This includes the separation of embedded derivatives in

host contracts by the acquiree.

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NOTES TO THE FINANCIAL STATEMENTS

Any contingent consideration to be transferred by the

acquirer will be recognised at fair value at the acquisition date.

Contingent consideration classified as equity is not remeasured

and its subsequent settlement is accounted for within equity.

Contingent consideration classified as an asset or liability that is

a financial instrument and within the scope of AASB 9 Financial

Instruments, is measured at fair value with the changes in fair

value recognised in the statement of profit or loss in accordance

with AASB 9. Other contingent consideration that is not within

the scope of AASB 9 is measured at fair value at each reporting

date with changes in fair value recognised in profit or loss.

(O) CONTRIBUTED EQUITY

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new

shares or options are shown in equity as a deduction, net of tax,

from the proceeds.

Where any group company purchases the Company’s equity

instruments, for example as the result of a share buy-back or

a share-based payment plan, the consideration paid, including

any directly attributable incremental costs (net of income

taxes) is deducted from equity attributable to the owners of

Michael Hill International Limited as treasury shares until the

shares are cancelled or reissued. Where such ordinary shares

are subsequently reissued, any consideration received, net of

any directly attributable incremental transaction costs and the

related income tax effects, is included in equity attributable to

the owners of Michael Hill International Limited.

(P) DIVIDENDS

Provision is made for the amount of any dividend declared,

being appropriately authorised and no longer at the discretion

of the entity, on or before the end of the reporting year but not

distributed at the end of the reporting year.

(Q) EARNINGS PER SHARE

Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Company, excluding

any costs of servicing equity other than ordinary shares

• by the weighted average number of ordinary shares

outstanding during the financial year, adjusted for bonus

elements in ordinary shares issued during the year and

excluding treasury shares (note F2).

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the

determination of basic earnings per share to take into account:

• the after-income tax effect of interest and other financing

costs associated with dilutive potential ordinary shares, and

• the weighted average number of additional ordinary shares

that would have been outstanding assuming the conversion

of all dilutive potential ordinary shares (note F2).

(R) ROUNDING OF AMOUNTS AND COMPARATIVES

The Company is of a kind referred to in ASIC Legislative

Instrument 2016/191, relating to the ‘rounding off’ of amounts

in the financial statements. Amounts in the financial statements

have been rounded off in accordance with the instrument to the

nearest thousand dollars, or in certain cases, the nearest dollar.

Some comparative amounts included within these financial

statements have been reclassified, to allow greater

transparency when comparing current period to prior period.

The reclassification adjustments have had no impact on the

prior period Profit Before Tax, Profit After Tax, or Net Assets.

(S) CHANGES IN ACCOUNTING POLICIES

AND DISCLOSURES

Several other amendments and interpretations apply for

the first time from 1 July 2023, but do not have an impact

on the consolidated financial statements of the Group. The

Group has not early adopted any standards, interpretations or

amendments that have been issued but are not yet effective.

Certain new accounting standards and interpretations have

been published that are not mandatory or effective for the 30

June 2024 year end. The Group is in the process of determining

the impact of these new standards and amendments, which are

summarised below:

AASB 2020-1 Amendments to AASs - Classification of

liabilities as current or non-current and AASB 2022-6

Amendment to AASs - Non-current liabilities with covenants

In January 2020, the AASB issued amendments to paragraphs

69 to 76 of AASB 101 to specify the requirements

for classifying liabilities as current or non-current. The

amendments clarify:

• what is meant by a right to defer settlement;

• that a right to defer settlement must exist at the end of the

reporting period; and

• that classification is unaffected by the likelihood that

an entity will exercise its deferral right that only if an

embedded derivative in a convertible liability is itself an

equity instrument would the terms of a liability not impact

its classification.

The amendments were originally effective for annual reporting

periods beginning on or after 1 January 2023, however the

AASB has now issued AASB 2022-6 Amendments to AASs -

Non-Current Liabilities with Covenants which has changed the

effective date of AASB 2020-1 to annual reporting periods

beginning on or after 1 January 2024 and must be applied

retrospectively. This means that it will be applied in the

reporting period ending 30 June 2025.

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NOTES TO THE FINANCIAL STATEMENTS

The amendments in AASB 2022-6 clarify:

• that only covenants with which an entity must comply

on or before the reporting date will affect a liability’s

classification as current or non- current; and

• specific situations in which an entity does not have a

right to defer settlement for at least 12 months after

the reporting date.

The amendments in AASB 2022-6 also add presentation and

disclosure requirements for non-current liabilities subject to

compliance with future covenants within the next 12 months.

The group is still assessing the impacts of the new disclosure

requirements.

AASB 18 Presentation and Disclosure in Financial Statements

AASB 18 has been issued to improve how entities communicate

in their financial statements, with particular focus on

information about financial performance in the statement of

profit or loss. The key presentation and disclosure requirements

established by AASB 18 are:

• the presentation of newly defined subtotals in the

statement of profit or loss;

• the disclosure of management defined performance

measures (MPM); and

• enhanced requirements for grouping information (ie.

aggregation and disaggregation).

AASB 18 is accompanied with limited consequential

amendments to the requirements in other accounting

standards, including AASB 107

Statement of Cash Flows

AASB 18 introduces three new categories for classification

of all income and expenses in the statement of profit or loss:

operating, investing and financing. Additionally, entities will

be required to present subtotals for ‘operating profit or loss’,

‘profit or loss before financing and income taxes’ and ‘profit

or loss’.

For the purpose of classifying income and expenses into one of

the three new categories, entities will need to assess their main

business activity, which will require judgement. There may be

more than one main business activity.

AASB 18 also requires several disclosures in relation to MPMs,

such as how the measure is calculated, how it provides useful

information and a reconciliation to the most comparable

subtotal specified by AASB 18 or another standard.

AASB 18 will replace AASB 101

Presentation of Financial

Statements.

The group is still assessing the impacts of the new disclosure

requirements.

There are no other standards that have been issued but are not

yet effective and that are expected to have a material financial

impact on the Group in the current or future reporting periods.

J2 SIGNIFICANT ESTIMATES AND JUDGEMENTS

Significant estimates and judgements

The preparation of financial statements requires the use of

accounting estimates which, by definition, will seldom equal the

actual results. Management also needs to exercise judgement

in applying the Group’s accounting policies. Estimates and

judgements are continually evaluated and are based on

historical experience and other factors, including expectations

of future events that are believed to be reasonable under the

circumstances. The estimates and assumptions that have a

significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year

are incorporated within the relevant note.

The significant accounting judgements relate to the pattern

of PCP revenue recognition (note A2) and accounting for the

acquisition of Bevilles (note G2).

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Bodies corporateTax residency

ENTITY NAME

Entity type

Trustee,

Partner or JV

Participant

Place formed or

incorporated

% of share

capital

held (i)

Australian

or foreign

Foreign

jurisdiction

Michael Hill International LimitedBody corporateNoQueenslandN/AAustralianN/A

Durante Holdings Pty LtdBody corporateYes - partnerQueensland100%AustralianN/A

MH Bespoke Diamonds AU

Pty Ltd

Body corporateNoQueensland100%AustralianN/A

Michael Hill Franchise Pty LtdBody corporateNoQueensland100%AustralianN/A

Michael Hill Franchise Services

Pty Ltd

Body corporateNoQueensland100%AustralianN/A

Michael Hill Jeweller (Canada) LtdBody corporateNoCanada100%ForeignCanada

Michael Hill Charms Pty LtdBody corporateNoQueensland100%AustralianN/A

Fine Jewellery Retail AU Pty LtdBody corporateNoQueensland100%AustralianN/A

Medley Jewellery Pty LtdBody corporateNoQueensland100%AustralianN/A

Michael Hill Group Services

Pty Ltd

Body corporateNoQueensland100%AustralianN/A

Michael Hill Manufacturing

Pty. Limited

Body corporateNoQueensland100%AustralianN/A

Michael Hill Wholesale Pty LtdBody corporateNoNew South Wales100%AustralianN/A

Michael Hill Jeweller (Australia)

Pty Ltd

Body corporateYes - partnerNew South Wales100%AustralianN/A

Michael Hill Finance PartnershipN/AQueenslandN/AAustralianN/A

Michael Hill New Zealand LimitedBody corporateNoNew Zealand100%ForeignNew Zealand

Michael Hill Jeweller LimitedBody corporateNoNew Zealand100%ForeignNew Zealand

Michael Hill Finance (NZ) LimitedBody corporateNoNew Zealand100%ForeignNew Zealand

Emma & Roe NZ LimitedBody corporateNoNew Zealand100%ForeignNew Zealand

MHJ (US) LimitedBody corporateNoNew Zealand100%ForeignNew Zealand

Michael Hill LLCBody corporateNoDelaware, US100%ForeignDelaware, US

The above Consolidated Entity Disclosure Statement should be read in conjunction with the accompanying notes.


BASIS OF PREPARATION

The consolidated entity disclosure statement has been prepared in accordance with subsection 295(3A)(a) of the Corporations Act

2001. The entities listed in the statement are Michael Hill International Limited and all the entities it controls in accordance with

AASB 10 Consolidated Financial Statements.

The percentage of share capital disclosed for bodies corporate included in the statement represents the economic interest consolidated

in the consolidated financial statements controlled by Michael Hill International Limited either directly or indirectly.

In relation to the tax residency information included in the statement, judgement may be required in the determination of residency

of the entities listed.

CONSOLIDATED ENTITY

DISCLOSURE STATEMENT

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In the directors’ opinion:

(a) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become

due and payable;

(b) the financial statements and notes of the Group for the financial year ended 30 June 2024, are in accordance with

the

Corporations Act 2001, including:

(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional

reporting requirements,

(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its performance

for the financial year ended on that date, and

(iii) the consolidated entity disclosure statement required by section 295(3A) of the

Corporations Act is true and correct;

(c) as at the date of this declaration, there are reasonable grounds to believe that the members of the extended group

identified in note H1 will be able to meet any obligations or liabilities to which they are, or may become, subject to

by virtue of the deed of cross guarantee described in note H2.

Note J1(A) confirms that the financial statements also comply with International Financial Reporting Standards as issued

by the International Accounting Standards Board.

The directors have been given the declarations by the chief executive officer and chief financial officer required by section

295A of the

Corporations Act 2001.

This declaration is made in accordance with a resolution of the directors.

R I Fyfe

Chair

Brisbane

30 August 2024

DIRECTORS’ DECLARATION

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF MICHAEL HILL

INTERNATIONAL LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL REPORT

OPINION

We have audited the financial report of Michael Hill International Limited (the Company) and its subsidiaries (collectively the

Group), which comprises the consolidated statement of financial position as at 30 June 2024 , the consolidated statement of

profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of

cash flows for the year then ended, notes to the financial statements, including material accounting policy information, the

consolidated entity disclosure statement and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the

Corporations Act 2001, including:

a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2024 and of its consolidated

financial performance for the year ended on that date; and

b. Complying with Australian Accounting Standards and the

Corporations Regulations 2001.

BASIS FOR OPINION

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further

described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the

Group in accordance with the auditor independence requirements of the

Corporations Act 2001 and the ethical requirements

of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including

Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our

other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial

report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in

forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description

of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the

Auditor’s responsibilities for the audit of the financial report section of our

report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond

to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report.

Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.com/au

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

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EXISTENCE OF INVENTORIES

WHY SIGNIFICANTHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

As at 30 June 2024 the Group’s inventories balance

totals $196 million or 36% of the Group’s total assets.

Inventories are primarily kept in the Group’s 300 retail

stores located in Australia, New Zealand and Canada

and the distribution and manufacturing centres.

Inventories comprise a large number of physically

small but high value items which are subject to

misappropriation and loss.

The Group accounts for inventories in accordance

with the policy disclosed in Note J1(H) and further

disclosure is included in Note A4 of the financial report.

Inventory is considered a key audit matter due to the

nature, size and geographic spread of locations where

items are held.

Our audit procedures included the following:

• Attended a sample of stocktakes conducted at retail stores across

Australia, New Zealand and Canada.

• In addition to the retail stores, we attended the stocktakes

completed at each of the distribution and manufacturing centres

in June 2024 prior to year end.

• Tested the operating effectiveness of key controls relevant to

the conduct of physical stocktakes, the review and evaluation of

inventory variances, and the approval of adjustments made to

inventory quantities.

• At these stocktakes for the retail stores, distribution and

manufacturing centres, we observed compliance with the

stocktake instructions (including the suspension of inventory

movements during the stocktake process) and selected a

sample of items to re-count to assess the accuracy of the counts

performed by the Group.

• For each of the locations attended, and for a further

representative sample of retail stores, we inspected that

stocktakes had been conducted in accordance with Group policies,

inventory variances identified had been reviewed and approved,

and that the adjustments were accurately recorded.

• Where stocktakes were completed prior to the year end date, we

performed an inventory movement analysis. On a sample basis

we evidenced changes in inventory quantities to evaluate the

movement of inventories between the stocktake date and year end

date. For retail locations not attended at stocktake, we performed

analytical procedures in relation to the year on year movements

and further analysed where the year end balances were outside

our set expectations.

• Obtained details of stock-in-transit at year end, as well as

movements before and after year end date and assessed the risk

of incorrect cut-off of inventory quantities at year end.

• Assessed the adequacy of the disclosures included in the Notes to

the financial report.

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

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PROFESSIONAL CARE PLAN (PCP) REVENUE RECOGNITION

WHY SIGNIFICANTHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

The balance of the deferred PCP revenue liability

at 30 June 2024 was $66 million, and PCP revenue

recognised in the consolidated statement of profit

or loss and other comprehensive income for the year

ended 30 June 2024 was $33 million as disclosed in

Note A2 of the financial report.

The recognition of PCP revenue involves a significant

degree of estimation in determining the appropriate

revenue recognition pattern for lifetime, 10 year

and 3 year plans offered to the Group’s customers.

Under these plans, revenue is deferred on receipt of

the payment from the customer and recognised over

time in a manner that reflects the proportion of actual

services used by customers relative to the total amount

of expected services to be provided under the PCPs.

The estimation process for PCP revenue is based

on an analysis of actual services (through historical

cleaning, repairs and re-sizing service data) performed

under these plans since inception, with management

judgement applied to take account of emerging trends

in customer behaviour, industry data and exceptional

circumstances.

The result of the estimation process is reviewed by the

Group on at least an annual basis. As circumstances

change over time, the Group updates its measure of

progress, and any adjustments are recognised as a

cumulative catch up in revenue recognition (or reversal)

in the current year results.

Accordingly, this is considered a key audit matter.

Our audit procedures included the following:

• Assessed the Group’s PCP revenue recognition accounting policies

and compliance in accordance with the requirements of Australian

Accounting Standards.

• Assessed the accuracy of the data used in the PCP revenue

estimation calculation and challenged the reasonableness of the

key judgements including:

- Obtained details of the sales of PCP products to customers

during the year, and on a sample basis, we vouched the cash

receipts to bank statements and tested that the revenue was

appropriately deferred.

- Obtained details of the actual cleaning, repairs and resizing

services during the year and tested a sample of transactions to

understand if repairs are accurately tagged to the associated

PCP plan date.

- Performed analysis over the historic repairs data, to determine

whether the assumptions made by the Group were supportable,

including the length of the lookback period.

• Tested the mathematical accuracy of the PCP revenue estimation

model and re-performed the Group’s calculation supporting the

estimate relating to PCP revenue recognition.

• Re-performed management’s sensitivity analysis over the

assumptions using reasonable alternative scenarios to assess

whether there would be a material impact on revenue recognised

in the year.

• Assessed the adequacy of disclosures included in the Notes to

the financial statements of PCP revenue recorded and deferred at

year-end and the associated estimation uncertainty.

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

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INFORMATION OTHER THAN THE FINANCIAL REPORT AND AUDITOR’S REPORT THEREON

The directors are responsible for the other information. The other information comprises the information included in the

Company’s 2024 annual report, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance

conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or

otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL REPORT

The directors of the Company are responsible for the preparation of:

a. The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance

with Australian Accounting Standards and the

Corporations Act 2001; and

b. The consolidated entity disclosure statement that is true and correct in accordance with the

Corporations Act 2001; and

for such internal control as the directors determine is necessary to enable the preparation of:

i. The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free

from material misstatement, whether due to fraud or error; and

ii. The consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud

or error.

In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern,

disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors

either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL REPORT

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a

high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will

always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of this financial report.

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

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As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain

professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform

audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our

opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as

fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on

the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to

modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,

future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the

financial report represents the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the

Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the

Group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant

audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence,

and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the

financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report

unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine

that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

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REPORT ON THE AUDIT OF THE REMUNERATION REPORT

OPINION ON THE REMUNERATION REPORT

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.

In our opinion, the Remuneration Report of Michael Hill International Limited for the year ended 30 June 2024, complies

with section 300A of the

Corporations Act 2001.

RESPONSIBILITIES

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance

with section 300A of the

Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based

on our audit conducted in accordance with Australian Auditing Standards.

Ernst & Young





Kellie McKenzie

Partner

Brisbane

30 August 2024

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

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ADDITIONAL SHAREHOLDER

INFORMATION

AS AT 21 AUGUST 2024

The Company has one class of shares on issue (being ordinary shares). The Company’s shares are listed on the Australian

Securities Exchange and the New Zealand Stock Exchange.

Number

Issued Capital 384,623,963

Number of shareholders 4,269

Minimum parcel price $0.520

Holders with less than a marketable parcel 499


TWENTY LARGEST SHAREHOLDERS

RankShareholder Name

Number of Fully

Paid Ordinary

Shares

% of Fully Paid

Ordinary Shares

1HOGLETT HAMLETT LIMITED* 145,740,600 37.89

2CITICORP NOMINEES PTY LIMITED 37,261,472 9.69

3SQUEAKIDIN LIMITED* 19,156,926 4.98

4HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 15,615,901 4.06

5PETER KARL CHRISTOPHER HULJICH + JOHN HAMISH BONSHAW IRVING 14,277,336 3.71

6J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 13,544,554 3.52

7NEW ZEALAND CENTRAL SECURITIES DEPOSITORY LTD 8,244,419 2.14

8MOLE HILL LIMITED* 7,991,786 2.08

9MOLE HILL LIMITED* 5,000,000 1.30

10

CHRISTOPHER PETER HULJICH + CONSTANCE MARIA F HULJICH +

PETER KARL CHRISTOPHER HULJICH

3,488,861 0.91

11FORSYTH BARR CUSTODIANS LIMITED 3,225,456 0.84

12NEW ZEALAND DEPOSITORY NOMINEE LIMITED 2,845,751 0.74

13HOGLETT HAMLETT LIMITED* 2,590,000 0.67

14BNP PARIBAS NOMINEES PTY LTD 2,577,648 0.67

15HWM (NZ) HOLDINGS LIMITED 2,458,570 0.64

16FNZ CUSTODIANS LIMITED 2,452,737 0.64

17VANWARD INVESTMENTS LIMITED 2,036,974 0.53

18MONKEY TRUSTEE LIMITED +PETER DENNIS BROWN +COLIN JOHN BROWN 1,946,433 0.51

19CUSTODIAL SERVICES LIMITED 1,540,923 0.40

20BNP PARIBAS NOMINEES PTY LTD 1,320,072 0.34

Total 293,316,419 76.26

Total Remaining Holders Balance 91,307,544 23.74

*Denotes entities in which a member or members of the Hill family have an interest.

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ANNUAL REPORT 2024

DISTRIBUTION OF SECURITY HOLDERS

Range

Number of holders of fully

paid ordinary shares

Number of fully paid ordinary shares

1 - 1,000 698 404,032

1,001 - 5,000 1,318 3,979,090

5,001 - 10,000 781 6,389,225

10,001 - 100,000 1,312 42,404,958

Over 100,001 160 331,446,658

Total 4,269 384,623,963

UNMARKETABLE PARCELS

Minimum Parcel SizeNumber of HoldersNumber of Units

Minimum $500.00 parcel at $0.52 per unit962499 205,351


As at 21 August 2024, there are five substantial shareholders that the Company is aware of:

SUBSTANTIAL HOLDERS

NameLatest Notice DateShares

Hoglett Hamlett Limited and others*13 October 2016148,330,600

Mark Simon Hill3 September 2021163,487,902

Emma Jane Hill13 October 2016167,487,526

Spheria Asset Management Pty Ltd26 June 202448,465,930

Pinnacle Investment Management Group Limited1 July 202419,263,299

* Includes: Hoglett Hamlett Limited (New Zealand incorporated company with company number 5994887), Sir Richard Michael Hill, Lady Ann Christine Hill and Veritas Hill

Limited (New Zealand incorporated company with company number 2303840).

The above table sets out the number of securities held by substantial shareholders in the Company as disclosed in their last

substantial shareholder’s notice. Those shareholders may have acquired or disposed of securities in the Company since the date

of that notice. A substantial shareholder is only required to disclose acquisition or disposals where there has been a movement

of at least 1% in their shareholding.

SHARE OPTIONS AND RIGHTS

The Company has 500,000 unlisted share options and 7,434,253 share rights on issue. As at 21 August 2024 there was 1 holder

of share options and 39 holders of share rights.

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ANNUAL REPORT 2024

DIRECTORS

R I Fyfe B.Eng, F.E.N.Z., C.N.Z.M. Chair

Sir R M Hill K.N.Z.M.

E J Hill B.Com, M.B.A.

G W Smith B.Com, F.C.A., F.A.I.C.D.

D Whittle B.A., B.Com (appointed 2 August 2023)

J E Naylor M.A.I.C.D. (resigned 8 April 2024)

C Batten LLB (Hons), B.Com (appointed 30 August 2024)

D Bracken

COMPANY SECRETARIES

A Lowe BCom, LLB (Hons), MAppFin, CA, CTA

K Palethorpe LLB (Hons), BSc (Biochemistry) (Hons),

GradDipLegalPrac, GradDipACGRM

PRINCIPAL REGISTERED OFFICE IN AUSTRALIA

34 Southgate Avenue

Cannon Hill QLD 4170

Australia

SHARE REGISTER

Computershare Investor Services Pty Ltd

Level 1,

200 Mary Street,

Brisbane QLD 4000

1300 552 270 (within Australia)

+61 3 9415 4000 (outside of Australia)

STOCK EXCHANGE LISTING

Michael Hill International Limited shares are listed on

the Australian Securities Exchange as its primary listing

(ASX:MHJ), and on the New Zealand Stock Exchange as

a secondary listing (NZX:MHJ).

AUDITOR

Ernst & Young

Level 51,

111 Eagle Street,

Brisbane QLD 4000

SOLICITOR

Allens Linklaters

Level 26,

480 Queen Street,

Brisbane QLD 4000

BANKERS

ANZ Australia

ANZ New Zealand

HSBC Australia

Royal Bank of Canada

Bank of Montreal

Commonwealth Bank of Australia

WEBSITES

www.michaelhill.com.au

www.michaelhill.co.nz

www.michaelhill.ca

www.michaelhill.com

www.medleyjewellery.com.au

www.bevilles.com.au

www.watchesgalore.com.au

www.tensevenseven.com

investor.michaelhill.com

EMAIL

online@michaelhill.com.au

CORPORATE

DIRECTORY

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ANNUAL REPORT 2024

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.