Notice of Annual General Meeting/Proxy Form

Notice of
Annual General Meeting
Notice is given that the Annual General Meeting of Shareholders of Michael Hill International Limited ACN 610 937 598 (Company)
will be held as a virtual meeting online at https://meetings.lumiconnect.com/300-136-073-881 on Wednesday 23 October 2024 at
10am (AEST) (the Meeting).
The Explanatory Notes accompany and form part of this Notice of Annual General Meeting (Notice).
ITEMS OF BUSINESS
Item 1: Chair, CEO and CFO presentations
Item 2: Financial Statements and Reports
To receive and consider the Company’s Annual Report for the
financial year ended 30 June 2024, comprising the Financial Report,
the Directors’ Report and the Auditor’s Report.
Item 3: Remuneration Report
Resolution 1. Adoption of Remuneration Report
To consider and, if thought fit, to pass the following advisory
resolution:
“That the Remuneration Report for the financial year ended 30 June
2024 (as set out in the Directors’ Report) is adopted.”
Item 4: Re-election of Michael Hill as Director
Resolution 2. Re-election of Michael Hill as Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
“That Sir Michael Hill who retires by rotation in accordance with ASX
Listing Rule 14.4 and Rule 38.6 of the Company’s Constitution and,
being eligible, offers himself for re-election, be re-elected as a
Director of the Company.”
Item 5: Re-election of Emma Hill as Director
Resolution 3. Re-election of Emma Hill as Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
“That Ms Emma Hill who retires by rotation in accordance with ASX
Listing Rule 14.4 and Rule 38.6 of the Company’s Constitution and,
being eligible, offers herself for re-election, be re-elected as a Director
of the Company.”



Item 6: Re-election of Claudia Batten as Director
Resolution 4. Re-election of Claudia Batten as Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
“That Ms Claudia Batten (appointed as a Director of the Company on
30 August 2024), in accordance with ASX Listing Rule 14.4 and Rule
36.2 of the Company’s Constitution and, being eligible, offers herself
for re-election, be re-elected as a Director of the Company.”
Item 7: Grant of share rights to the Managing Director &
Chief Executive Officer
Resolution 5. Approval of grant of share rights to Mr Daniel Bracken
under the Company’s Equity Incentive Plan
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:
“That for the purposes of ASX Listing Rule 10.14 and for all other
purposes, approval be given to grant 1,986,468 share rights to the
Managing Director & Chief Executive Officer of the Company,
Mr Daniel Bracken, and on the vesting and exercise of those share
rights, to issue up to an equivalent number of ordinary shares in the
Company , under the Equity Incentive Plan (as defined in the
Explanatory Notes to this Notice) for FY25 as part of his long-term
incentive arrangements, as described in the Explanatory Notes.”
Item 8: Loan to the Managing Director & Chief Executive
Officer
Resolution 6. Approval of a related party transaction to loan funds to
Mr. Daniel Bracken
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:
“That for the purposes of section 208 of the Corporations Act and for
all other purposes, approval is given for the Company to loan up to
$1,100,000 to the Managing Director & Chief Executive Officer, Mr
Daniel Bracken, on the terms and conditions described in the
Explanatory Notes.”

Item 9: General business
To consider any other business as may be lawfully put forward in
accordance with the Constitution of the Company.
By order of the Board


Kate Palethorpe
Company Secretary
23 September 2024

Information for shareholders
PARTICIPATION IS ONLINE ONLY THIS YEAR
All shareholders may attend and will have a reasonable opportunity to
participate in the Meeting.
This year’s Meeting will be held virtually (online) only. There will not be
a meeting where shareholders can attend in person.
You may participate in the Meeting by:
attending the Meeting via the live webcast where voting and
questions (written and oral) will be facilitated during the Meeting
submitting your votes by direct vote or in advance of the meeting
by proxy. Instructions on how to submit your votes by direct vote
or proxy are contained in this section of the Notice
submitting your questions in advance of the Meeting.
Technical difficulties
If there is a technical difficulty affecting any online participants, the
Chair may continue to hold the Meeting and transact business,
including conducting a poll and voting in accordance with valid proxy
instructions. For this reason, the Company encourages shareholders
to lodge a direct vote or directed proxy by 10am (AEST) on Monday 21
October 2024, even if they intend to participate online.
How to register, participate and vote online for the
Meeting
Registration for the Meeting will open at 9:30am (AEST) on Wednesday
23 October 2024. Shareholders wishing to participate in the Meeting
may do so via computer or a mobile device at
https://meetings.lumiconnect.com/300-136-073-881 and entering
the following details:
Meeting ID: 300-136-073-881
Username: Your unique shareholder number
(SRN/HIN/CSN/HRN) which can be found on recent shareholding
statements or by contacting the registry on the details below.
Password:
• For Australian security holders: Postcode of registered
holding
• For New Zealand security holders: NZL
• For other overseas residents: The relevant three character
country code set out in the attached Online Meeting Guide.
More information regarding participation in the Meeting, including
browser requirements and information for overseas shareholders, is
detailed in the Online Meeting Guide attached to this Notice.
If you have any questions in relation to registering online for the
Meeting or attending the live Meeting webcast, please call the
Company’s share registry on +61 3 9415 4024 during the online
registration period which will open at 9:30am (AEST) on Wednesday
23 October 2024.
QUESTIONS
Only verified shareholders may ask questions or make comments
during the Meeting, by submitting their question or comment (written
and oral) online via the virtual platform. Shareholders will be able to
submit their question or comment as soon as the Meeting
commences. The Company encourages shareholders to submit their
question or comment as early as possible during the Meeting, and not
wait until the relevant item is being discussed.
In addition to asking questions during the Meeting, written questions
to the Board and the Group Executive may be submitted by 10am
(AEST) on Monday 21 October 2024 via the share registry. Questions
for the Auditors of the Company may be submitted by 5pm (AEST) on
Wednesday 16 October 2024 via the share registry. The Company will
seek to address the raised relevant questions during the Meeting.
Please note that individual responses may not be sent to
shareholders.
VOTING
Entitlement to vote
The Company has determined that for the purposes of the Meeting
(including voting), shareholders will be taken to be those persons who
are the registered holders of shares in the Company as at 7pm (AEST)
on Monday 21 October 2024.
All resolutions will be by poll
As shareholders are being asked to participate virtually in the Meeting,
each resolution will be conducted by a poll.
Voting options
A shareholder who is entitled to attend and vote at the Meeting may
do so by:
direct voting prior to the Meeting
electronic direct voting, using the virtual meeting platform during
the Meeting
by appointing a proxy, corporate representative (if the
shareholder is a corporation), or attorney prior to the Meeting.
Direct voting prior to the Meeting
Direct votes must be received by the Company’s share registry no
later than 10am (AEST) on Monday 21 October 2024 to be valid for the
Meeting. Instructions on how to direct vote are available at
www.investorvote.com.au.
Electronic direct voting during the Meeting

Electronic direct voting will be used at this year’s Meeting via the
virtual platform. Detailed instructions on how to log in to, vote and ask
questions during the Meeting are set out in the attached Online
Meeting Guide.
Voting by proxy
A proxy must be a natural person and need not be a shareholder of the
Company. Proxies can be appointed in respect of all or a portion of a
shareholder’s votes. If shareholders are entitled to cast two or more
votes, they can appoint two proxies each to exercise a specified
portion of their voting rights.
For the appointment of a proxy to be effective, completed voting/proxy
forms must be received by the Company’s share registry no later than
10am (AEST) on Monday 21 October 2024.
Submitting your proxy
Shareholders may appoint a proxy either:
online
• at www.investorvote.com.au using the secure access
information contained in the personalised letter sent to
shareholders dated 23 September 2024.
• by using a mobile device to scan the personalised QR code
contained in the personalised letter to shareholders dated
23 September 2024.
by mail or fax, as detailed on the voting/proxy form.
If you wish to appoint a proxy by mail or fax, please contact the
Company’s share registry by calling 1300 552 270 (or +61 3 9415 4000
if outside Australia) to request a personalised voting/proxy form be
sent to you. As this method may result in delays receiving validly
completed forms, shareholders are encouraged to submit their proxy
votes online using one of the online methods above.
Corporate representatives
Corporate shareholders and corporate proxies may appoint a
representative in accordance with the Corporations Act 2001 (Cth)
(Corporations Act). The Company will require a certificate appointing
the corporate representative. A form of certificate may be obtained
from the Company’s share registry by calling 1300 552 270 (or +61 3
9415 4000 if outside Australia) or at www.computershare.com.au.
The certificate must be lodged with the Company before the Meeting
commences. The certificate will be retained by the Company. A
corporate representative will not be permitted to vote at the Meeting
unless the necessary certificate of appointment has been lodged with
the Company prior to admission to the Meeting.
Appointing the Chair or KMP as your proxy
The Chair of the Meeting intends to vote all available undirected
proxies in favour of all of the resolutions (subject to the voting
prohibitions and exclusion statements set out below).
If you complete a voting/proxy form that authorises the Chair of the
Meeting to vote on your behalf as proxy, and you do not mark any of
the boxes so as to give the Chair directions about how your vote
should be cast, then, in accordance with the express authority
provided for in the voting/proxy form, the Chair will vote in favour of all
resolutions, including Resolution 1 and Resolution 5 even though
those resolutions are directly or indirectly connected with the
remuneration of a member of the KMP (as defined in the 'Voting
prohibitions and exclusion statements' item below).
If you wish to appoint the Chair of the Meeting as your proxy, and you
wish to direct the Chair how to vote, please tick the appropriate box
on the form.
If you appoint as your proxy any Director of the Company (except the
Chair of the Meeting) or any other KMP, or any of their Closely Related
Parties (as defined in the 'Voting prohibitions and exclusion
statements' item below), and you do not direct your proxy how to vote
on Resolution 1, Resolution 5, he or she will not vote your proxy on
that item of business.
If you appoint Daniel Bracken as your proxy, or any of his Closely
Related Parties (as defined in the 'Voting prohibitions and exclusion
statements' item below), and you do not direct your proxy how to vote
on Resolution 5 and Resolution 6, he or she will not vote your proxy on
that item of business.
Power of Attorney
If a shareholder has appointed an attorney to attend and vote at the
Meeting or if the voting/proxy form is signed by an attorney, the power
of attorney must, unless it has previously been lodged with
Computershare for notation, be received by the Company's share
registry by no later than 10am (AEST) on Monday 21 October 2024.
Voting prohibition and exclusion statements
For the purposes of this voting exclusion statement:
'KMP' (or 'key management personnel') means the Directors
(Executive and Non-Executive) and those other persons having
authority and responsibility for planning, directing and
controlling the activities of the Company's consolidated group,
either directly or indirectly.
a 'Closely Related Party' of a KMP member means:
• a spouse or child of the member;
• a child of the member's spouse;
• a dependent of the member or of the member's spouse;
• anyone else who is one of the member's family and may be
expected to influence the member, or be influenced by the
member, in the member's dealings with the entity; or
• a company the member controls.
an ‘Associate’ has the meaning set out in Chapter 19 of the
Listing Rules.

Resolution 1 – Adoption of Remuneration Report
Votes must not be cast, and the Company will disregard any vote cast,
on Resolution 1 by or on behalf of either of the following persons
(Excluded Person):
any KMP member whose remuneration details are included in
the Remuneration Report or a Closely Related Party of such
member, regardless of the capacity in which the vote is cast; or
by any person who is a KMP member at the time the resolution is
voted on at the Meeting, or a Closely Related Party of such
member, as a proxy.
However, this does not apply to a vote cast by an Excluded Person as
a proxy if the vote is cast on behalf of a person who is not excluded
from voting on Resolution 1 and either:
the Excluded Person is appointed as a proxy in writing that
specifies the way the proxy is to vote on this Resolution; or
the Excluded Person is the Chair who has been appointed as a
proxy for a person entitled to vote on this Resolution, and the
appointment of the Chair as proxy:
• does not specify the way the proxy is to vote on this
Resolution; and
• expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or
indirectly with the remuneration of a member of the
KMP.
Resolution 5 – Approval of grant of share rights to Mr Daniel
Bracken under the Company’s Equity Incentive Plan
Votes may not be cast and the Company will disregard any votes cast
as proxy on Resolution 5 by any of the following persons:
by or on behalf of Mr Bracken or any of his Associates regardless
of the capacity in which the votes are cast;
by or on behalf of any other Director entitled to participate in the
Equity Incentive Plan or any of their Associates, regardless of the
capacity in which those votes are cast; or
by any person who is a KMP member at the time the resolution is
voted on at the Meeting, or a Closely Related Party of such
member, as a proxy.
However, this does not apply to a vote cast by:
a person as proxy or attorney for a person who is entitled to vote
on the Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way;
the Chair as proxy or attorney for a person who is entitled to vote
on the Resolution, in accordance with a direction given to the
Chair to vote on the Resolution as the Chair decides and if acting
as proxy, in accordance with an express authorisation in the
proxy appointment to cast the vote even if the resolution is
connected directly or indirectly with the remuneration of a KMP
member; or
a holder acting solely in a nominee, trustee, custodial or other
fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
• the beneficiary provides written confirmation to the
holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from
voting, on the Resolution; and
• the holder votes on the Resolution in accordance with
the directions given by the beneficiary to the holder to
vote in that way.
Resolution 6 – Approval of related party transaction to provide a
loan to Mr. Daniel Bracken
In accordance with section 224 of the Corporations Act, votes must
not be cast, and the Company will disregard any vote cast, on
Resolution 6 by or on behalf of either of the following persons
(Excluded Person):
Mr. Daniel Bracken or any of his associates; or
by any other related party of the Company at the time the
resolution is voted on at the Meeting to whom the resolution
would permit a financial benefit to be given, or any associate of
such related party.
However, this does not apply to a vote cast by an Excluded Person as
a proxy if they are appointed by writing that specifies how the proxy is
to vote on Resolution 6 and the vote is cast on behalf of a person who
is not excluded from voting on Resolution 6.
Further, because this is a resolution directly or indirectly connected
with Mr Bracken's remuneration, in accordance with section 250BD of
the Corporations Act, a person appointed as a proxy must not vote, on
the basis of that appointment, on Resolution 6 if:
the proxy is either a KMP member or a Closely Related Party of
such member; and
the appointment does not specify the way the proxy is to vote on
this Resolution.
However, the above prohibition does not apply if:
the proxy is the Chair; and
the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or
indirectly with remuneration of a KMP member.

Explanatory Notes
Item 2: Financial Statements and Reports
The Corporations Act requires the Financial Report, and the reports of
the Directors and the Auditor, be laid before the Meeting.
Shareholders will be given a reasonable opportunity to raise questions
and make comments on these reports at the Meeting.
The Company’s Auditor will be present at the Meeting to answer
questions regarding the audit and the Auditor’s Report.
There is no requirement for a formal resolution on this item.
Item 3: Remuneration Report (Resolution 1)
Shareholders are asked to adopt the Company’s Remuneration
Report for the financial year ended 30 June 2024. The Remuneration
Report is set out in the Directors’ Report section of the Company’s
2024 Annual Report.
The Company’s remuneration strategy is to align shareholder value
with executive reward. The Company’s remuneration framework aims
to attract, motivate and retain talent, reward achievement of strategic
objectives and create a reward differentiation to drive performance
values and behaviours.
The vote on Resolution 1 is advisory only and does not bind the
Directors or the Company. However, a reasonable opportunity for
discussion of the Remuneration Report will be provided at the
Meeting. The Board will take into account the discussion on this
resolution and the outcome of the vote when considering the future
remuneration arrangements of the Company.
Recommendation
The Board recommends that shareholders vote FOR Resolution 1.
Item 4: Re-election of Michael Hill as Director
(Resolution 2)
Rules 38.1 and 38.6 of the Company’s Constitution requires a
minimum of one Director to retire by rotation at the Meeting, and that
a Director must not hold office without re-election past the third
Annual General Meeting following that Director’s appointment, or
three years, whichever is longer.
Michael Hill has held office as a Director without re-election since the
Company’s Annual General Meeting in 2021, and will retire and offer
himself for re-election by shareholders at the Meeting.
Sir Hill’s profile follows:
Michael Hill
Founded Michael Hill in 1979
Non-Executive Director
Member of the Board since 24 February 2016
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 recognized 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.
Recommendation
The Board (other than Mr Hill) recommends that shareholders vote
FOR Resolution 2.
Item 5: Re-election of Emma Hill as Director (Resolution
3)
Rules 38.1 and 38.6 of the Company’s Constitution requires a
minimum of one Director to retire by rotation at the Meeting, and that
a Director must not hold office without re-election past the third
Annual General Meeting following that Director’s appointment or
three years, whichever is longer.
Emma Hill has held office as a Director without re-election since the
Company’s Annual General Meeting in 2021, and will retire and offer
herself for re-election by shareholders at the Meeting.
Ms Hill’s profile follows:
Emma Hill
• Non-Executive Director
• Member of the Board since 9 June 2016
• Chair, People Development & Remuneration Committee
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.
Recommendation
The Board (other than Ms Hill) recommends that shareholders vote
FOR Resolution 3.
Item 6: Re-election of Claudia Batten as Director
(Resolution 4)
Rule 36.2 of the Company’s Constitution requires a Director who is
appointed by the Board to retire at the next Annual General Meeting
following their appointment. Claudia Batten was appointed as a
Director in the period since the 2023 Annual General Meeting, and will
retire and offer herself for re-election by shareholders at the Meeting.
Ms Batten’s profile follows:
Claudia Batten
• Independent Non-Executive Director
• Member of the Board since 30 August 2024
• Member of the People Development & Remuneration
Committee
Claudia was appointed a Director of the Company on 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.
Recommendation
The Board (other than Ms Batten) recommends that shareholders vote
FOR Resolution 4.
Item 7: Grant of share rights to the Managing Director &
Chief Executive Officer (Resolution 5)
The purpose of Resolution 5 is to seek shareholder approval for the
issue of 1,986,468 share rights to Daniel Bracken, being a Director of
the Company, under the Company's Equity Incentive Plan.
Under ASX Listing Rule 10.14, a listed company must not permit a
Director to acquire equity securities (including share rights) under an
employee incentive scheme without shareholder approval.
The Company’s Equity Incentive Plan was approved at the 2023
Annual General Meeting held on 14 November 2023. Accordingly, if
Resolution 5 is approved by shareholders, the Company will be able
to grant the share rights the subject of the resolution to Mr Bracken
under the Equity Incentive Plan, and the issue of the share rights will
not count towards the Company's 15% placement capacity under
Listing Rule 7.1.
A voting exclusion statement for Resolution 5 is included in the Notice
that accompanies these Explanatory Notes.
Chapter 2E of the Corporations Act – Related Party Provisions
Chapter 2E of the Corporations Act prohibits a public company from
giving a financial benefit to a related party of the company unless
either:
a) the giving of the financial benefit falls within one of the
exceptions to the provision, including where the benefit is
remuneration to a related party as an officer or employee of
the public company and to give the remuneration would be
reasonable given the circumstances of the public company
and the related party’s circumstances (including the
responsibilities involved in the office or employment); or
b) prior shareholder approval is obtained to the giving of the
financial benefit.
The Directors (excluding Mr Daniel Bracken) consider the share rights
proposed to be granted under the Company’s Equity Incentive Plan to
be reasonable remuneration given the circumstances of the Group
and Mr Bracken’s responsibilities as Managing Director and Chief
Executive Officer (CEO), such that shareholder approval is not
required under Chapter 2E of the Corporations Act.
Information required by ASX Listing Rule 10.15
For the purposes of the approval sought under ASX Listing Rule 10.14,
the following additional information is provided about the proposed
issue of share rights under the Company's Equity Incentive Plan:
(a) Approval is sought to grant 1,986,468 share rights to the
Company’s Managing Director & CEO, Mr Daniel Bracken;
(b) Mr Bracken is a current director of the Company and is entitled
to participate in the Company’s Equity Incentive Plan. He falls
under the category of persons in ASX Listing Rule 10.14.1;
(c) If this Resolution is approved, Mr Bracken will be issued
1,986,468 share rights, calculated as 95% of the fixed
component of Mr Bracken’s remuneration (see subclause (d)
below) divided by the VWAP of shares in the Company traded
over the 10 ASX trading days immediately following the release of
the Company’s FY24 financial statements, being $0.5352. Each
share right entitles the holder to acquire one fully paid ordinary
share in the Company if certain Performance Conditions are
met. If the Performance Conditions are satisfied, upon exercise
of the share rights, each share issued on conversion of a share
right will be issued on the same terms as ordinary fully paid
shares in the Company.

(d) Details of Mr Bracken’s maximum total current remuneration
package are set out below. Further details of Mr Bracken’s
remuneration arrangements can be found in the Company’s
Remuneration Report.
Fixed remuneration (salary
including superannuation)
$1,119,113
Maximum short term
incentive opportunity (on
target component)*
$514,792 (46% of his
Fixed remuneration)*
Maximum short term
incentive opportunity
(outperformance
component)*
$514,792 (46% of his
Fixed remuneration)*
Maximum long term incentive
opportunity*
$1,063,157 (95% of his
Fixed remuneration)*
*actual incentive paid (if any) is subject to satisfaction of
certain performance and other conditions
(e) The Company’s Equity Incentive Plan was approved at the 2023
AGM held on 14 November 2023. Details of all securities
previously issued to Mr. Bracken under the Equity Incentive Plan
are set out below:
Date Number of
securities issued
Average
acquisition
price
15 December
2023
1,123,592 share
rights
Nil
In addition to the above, it is noted that 2,020,831 share
rights have previously been granted to Mr Bracken (in his
capacity as Managing Director) under the Company’s
former employee incentive plan. Mr Bracken’s interest in
the Company’s securities as at the date of this Notice are
set out below:
Fully paid ordinary shares in the
Company
2,936,318

Share rights (excluding the share
rights the subject of this
Resolution 5)
2,735,601
(f) A summary of the material terms of the share rights is set out in
Annexure 1. Share rights have been chosen by the Board to
reward and attract executive talent because they create
alignment with the interests of shareholders. In addition, share
rights are simple to understand, likely to be highly valued by
executives (and therefore retentive and incentivising) and are
designed to attract, retain and reward high performance.
(g) If shareholder approval is given, the share rights will be granted
to Mr Bracken shortly after the Meeting and in any event within 12
months of the Meeting. If shareholders do not approve the
proposed grant of share rights, the Board will consider
alternative performance-based incentive remuneration
arrangements for Mr Bracken, with regard to the Company’s
executive remuneration policy and framework, and strategic and
operational imperatives.
(h) No issue or exercise price is payable for share rights.
Accordingly, no funds are raised from the issue or conversion of
share rights to Mr Bracken.
(i) Annexure 2 contains a summary of the material terms of the
Company’s Equity Incentive Plan.
(j) No loans will be made to Mr Bracken in relation to the issue of
the share rights.
(k) Details of any share rights and any subsequent issue of fully paid
ordinary shares under the Company’s Equity Incentive Plan will
be published in the Company’s Annual Report relating to the
period in which they were issued. A statement will also be
included in the Company's Annual Report that approval for the
issue was obtained under ASX Listing Rule 10.14 for all share
rights granted to Mr Bracken since his appointment as a Director
of the Company.
(l) At the date of this Notice, Mr Bracken is the only Director eligible
to participate in the Company’s Equity Inventive Plan. Any
additional persons covered by ASX Listing Rule 10.14 who
become entitled to participate in an issue of securities under the
Plan after Resolution 5 is approved and who were not named in
the Notice will not participate until approval is obtained under
that Listing Rule.
(m) A voting exclusion statement is included in the Notice in respect
of this resolution.
Recommendation
The Board considers that the proposed grant of share rights under the
Equity Incentive Plan for FY25 (which forms part of Mr Bracken’s total
remuneration package) is reasonable and appropriate having regard
to the Company’s circumstances, business performance,
remuneration objectives, and his duties and responsibilities.
The Board (other than Mr Bracken) recommends that shareholders
vote FOR Resolution 5.
Item 8: Approval of a related party transaction to loan
funds to Mr. Daniel Bracken (Resolution 6)
Background
The Company has established the Equity Incentive Plan which
provides for the issue of share rights to Executives and other
employees as part of its remuneration framework. Each share right
permits the holder to be issued one fully paid ordinary share in the
Company subject to satisfaction of specified performance and other
conditions attached to the share rights over a specified performance
period.
On the dates described below, the Group’s Managing Director & CEO,
Mr. Daniel Bracken was granted share rights as part of his annual
remuneration package for financial years 2019 (FY19) to 2021 (FY21).
Each parcel of share rights was subject to a three-year performance
period and satisfaction of an earnings per share and/or total
shareholder return performance hurdle. In addition, in financial year
2022 (FY22), the Company granted Mr. Bracken under the Equity
Incentive Plan share rights in lieu of the Company paying him the
outperformance component of his FY22 short term incentive in cash.

The performance hurdles (where applicable) and other conditions
attached to the shares rights were satisfied so the share rights vested
and were validly exercised, resulting in shares in the Company being
issued to Mr. Bracken (Resulting Shares).
These share rights were granted, and the Resulting Shares were
issued, under the Long-Term Incentive Plan (LTI Plan) that was in
place at the time the share rights were granted. The Equity Incentive
Plan superseded the LTI Plan following approval at the Company’s
2023 Annual General Meeting.
FY19
Tranche 1
and
Tranche 2
Shares
FY20 H1
Tranche
1 Shares
FY21
Shares
FY22
Shares
Number of
shares
55,008 35,615 2,057,738 480,051
Allocation
Date
28
February
2020
6
October
2020
23 April
2021
1 January
2022
Vesting
Date
1 July 2023 1 July
2023
1 July 2023 26 June
2023
Issue Date 29 August
2023
29
August
2023
4
September
2023
28 August
2023
Taxation of the Resulting Shares
Under Australian income tax legislation, shares provided to an
individual as part of their remuneration package are taxable at the
date that the share rights vest. The table below summarises the tax
impact of the issue of the Resulting Shares relative to the current price
of shares in the Company, assuming:
• taxation at the 47% personal income tax rate;
• ‘current price of shares in the Company’ of $0.55, being the
VWAP of shares in the Company over the 10 ASX trading days
ending on 6 September 2024.
FY19
Tranche 1
and
Tranche 2
Shares
FY20 H1
Tranche 1
Shares
FY21 LTI
Shares
FY22 STI
Shares**
Number
of shares
55,008 35,615 2,057,738 480,051
Vesting
Date
1 July
2023
1 July
2023
28 August
2023
26 June
2023
Share
price at
Vesting
Date
($AUD)
$0.89 $0.89 $0.91 $0.85
Value at
Vesting
(Number x
Share
Price at
Vesting
Date)
$48,957.1
2
$31,697.3
5
$1,872,54
1.58
$408,043.
35
Estimate
Tax
Liability
(assuming
47%
personal
income
tax rate)
$23,009.8
5
$14,897.7
5
$880,094.
54
$191,780.
37
Current
Value
(number
of shares x
current
price of
shares in
the
Company)
$30,254.4
0
$19,588.2
5
$1,131,75
5.90
$264,028.
05
Differenc
e (Current
Value less
Estimate
Tax
Liability)
$7,244.55 $4,690.50 $251,661.
36
$72,247.6
8
**The FY22 STI Shares are included in Mr. Bracken’s FY24 tax return as
they vest during a blackout period under the Company’s Trading
Policy and therefore are included in the taxation year in which they
were issued.
The ‘Value at Vesting’ of the Resulting Shares is treated as income for
the purposes of Mr. Bracken’s financial year 2024 (FY24) income tax
return which results in the Estimate Tax Liability for each share issue
set out above. The Estimate Tax Liability (total $1,109,782.51) must
be declared in Mr. Bracken’s personal tax return for FY24 which is due
on or before 31 May 2025.
At the assumed ‘current price of shares in the Company’, Mr. Bracken
needs to sell a significant portion of the shares which he holds in the
Company to fund the tax liability associated with their issue, in the
absence of other funding sources.

Resolution 6 seeks approval for the Company to provide an unsecured
loan of up to $1,100,000 (Loan) to Mr. Daniel Bracken for a period of
three (3) years to be utilised to fund the tax liability arising in relation
to the issue of the Resulting Shares.
Chapter 2E Approval
Chapter 2E of the Corporations Act requires that for a public
company, or an entity that the public company controls, to give a
financial benefit to a related party of the public company, the public
company or entity must:
• obtain the approval of the public company’s members in the
manner set out in sections 217 to 227 of the Corporations Act;
and
• give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set
out in sections 210 to 216 of the Corporations Act.
For the purposes of Chapter 2E of the Corporations Act, financial
benefit is defined broadly and includes giving a financial benefit
directly or indirectly.
The provision of the Loan constitutes the giving of a financial benefit to
Mr Bracken, who is a related party of the Company by virtue of him
being a Director. As such, shareholder approval is required for the
Company to provide the Loan, unless an exception applies.
Arm’s-length exception
Section 210 of the Corporations Act provides that member approval is
not required to give a financial benefit that:
(a) would be reasonable in the circumstances if the public
company or entity and the related party were dealing at arm's
length; or
(b) are less favourable to the related party than the terms referred to
in paragraph (a) above.
Whilst Mr Bracken will pay interest under the Loan, the Directors
(other than Mr. Bracken) are of the view that the terms of the Loan are
not on arm’s length terms, and therefore are seeking shareholder
approval to provide the Loan to Mr Bracken for the purposes of
section 208 of the Corporations Act.
Information required by section 219 of the Corporations Act
For the purposes of section 219 of the Corporations Act, the following
additional information is provided in relation to the proposed Loan to
Mr. Bracken.
The related party is Mr. Daniel Bracken who has been appointed as a
Director of the Company since 28 June 2021. The Company will loan
up to $1,100,000 to Mr. Bracken to fund the tax liability arising in
relation to the issue of the Resulting Shares. The Company and Mr.
Bracken will enter into a Loan Agreement in relation to the provision of
the Loan (Loan Agreement). The key terms of the Loan Agreement
will be:
• Term: 36 months;
• Security: the Loan will be unsecured however if, during the term
of the Loan Mr Bracken sells shares in the Company, the net
proceeds of the sale of any such shares in the Company must be
paid to the Company to be applied to reduce the outstanding
amount of the Loan;
• Use of Loan funds: the Loan must only be used to pay the tax
liability arising in relation to the issue of the Resulting Shares and
not for any other purpose;
• Interest Rate: the interest rate is a variable rate calculated as
the 90-day Bank Bill Swap rate (BBSW) on the date of drawdown
of the Loan plus a margin of 3% (rounded to 2 decimal spaces).
The BBSW rate is published on the ASX website at
www.asx.com.au. The interest rate is reviewed at the beginning
of each Quarter during the term of the Loan and adjusted based
on the 90-day BBSW on the first business day of the relevant
Quarter. As at 16 September 2024, the Interest Rate applicable
to the Loan would be 7.42%.
This Interest Rate is substantially similar to the average interest
rate payable by the Company under its finance facility, ensuring
that the interest cost incurred by the Company to provide the
Loan is substantially similar to the interest paid by Mr. Bracken;
• Payment of Interest: the Loan will be on an interest-only basis
with interest payable monthly. The Company may set off any
monthly payment due under the Loan Agreement from Mr.
Bracken’s monthly remuneration payment;
• Voluntary Prepayment: Mr Bracken may prepay the Loan in part
or in full at any time prior to the expiry of the Term with no
penalty. Funds prepaid may not be reborrowed.
• Default Interest Rate: If Mr. Bracken fails to pay any amount
due under the Loan Agreement, then a default interest rate of 3%
above the prevailing interest rate payable on the Loan will apply
until the outstanding amount has been paid in full.
• Event of Default and Consequences: The Loan Agreement
provides for various ‘Events of Default’ typical for this type of
loan arrangement. If an Event of Default occurs the Company
may by notice in writing to Mr. Bracken, make the Loan repayable
within 60 days of the date of such notice.
• Termination of Employment: If Mr Bracken’s employment is
terminated for any reason he must repay the Loan in full within
90 days of the date of termination of his employment.
The Company intends to advance the Loan utilising a combination of
cash reserves and the Company’s existing finance facility. The
Company will incur additional costs in providing the Loan including
advisor fees (legal, accounting, tax) estimated to be approximately
$3,000.
The Company will also incur a fringe benefit tax liability calculated on
the difference between the benchmark ATO interest rate and the
interest rate payable by the Company on the Loan. This is estimated
to be no more than $50,000 over the term of the Loan.
Except as set out above, no additional fees would be required to be
expensed by the Company in future years following the provision of
the Loan.
Accordingly, the financial benefit to Mr. Bracken under Resolution 6 is
the provision of a loan of up to $1,100,000 to pay the tax liability
arising in relation to the issue of the Resulting Shares.
The Company can advance the Loan funds under the terms of the
Group’s finance facility and, is satisfied that funding the Loan amount
Proposed loan by the Company to Mr. Bracken (Resolution 6)

will not cause the Company to breach any of the financial covenants
applicable to the finance facility.
Assuming shareholder approval is obtained under this Resolution 6
and any other consent is obtained, the Company intends to provide
the Loan in the second half of financial year 2025 (ahead of Mr.
Bracken’s tax return being due) and, in any event, no later than 15
months after the Meeting is held.
Details of Mr. Bracken’s current remuneration package are set out in
Item 7 paragraph (d) of the Explanatory Notes. Paragraph (e) of Item 7
of the Explanatory Notes outlines Mr. Bracken’s interests in the
Company’s securities.
Resolution 6: Director Recommendation
Other than Mr. Bracken, none of the other Directors have an interest in
the outcome of Resolution 6 or the Loan. The Directors (excluding Mr.
Bracken) each recommend shareholders vote in favour of Resolution
6 for the following reasons:
(a) The Equity Incentive Plan’s objective is to reward and incentivise
Executives to deliver sustainable, long-term growth, thereby
aligning the Executives’ interests with those of the Company and
its shareholders. The significant tax liability incurred by Mr
Bracken in relation to the issue of the Resulting Shares,
combined with low trading volumes in the Company’s shares
and trading restrictions imposed by the Company’s Trading
Policy, has created an unintended outcome which significantly
impacts the personal financial circumstances of Mr Bracken,
and his ongoing performance as CEO of the Group. The
Directors (excluding Mr Bracken) are of the view that it is in the
best interests of the Group that the Company rectify this
unintended outcome by assisting Mr Bracken to fund the tax
liability arising in relation to the Resulting Shares, ensuring he
remains wholly focussed on leading the Group as Managing
Director and CEO.
(b) Furthermore, by providing a Loan to Mr. Bracken, he can retain
his interest in the Resulting Shares which has a strong retentive
affect and ensures his interests remain closely aligned with the
interests of the Company and its shareholders.
(c) The Loan is being provided for a term of three (3) years allowing
Mr. Bracken sufficient time, if required, to sell a portion of the
Resulting Shares to fund the repayment of the Loan. The three
(3) year term ensures that if he needs to sell any of his shares in
the Company to repay the Loan he is able to do this in an orderly
manner taking into account trading restrictions under the
Company’s Trading Policy and potential illiquid trading in the
Company’s shares.
(d) Mr Bracken is required to pay interest on the Loan at a rate which
is substantially similar to the average rate payable by the
Company under the terms of the Group’s finance facility,
ensuring the interest cost incurred by the Company in providing
the Loan is paid by Mr. Bracken.
Whist there are risks associated with repayment of the Loan and
enforcement due to the unsecured nature of the Loan, particularly if
the price of the Company’s shares drop during the time the Loan is
advanced and the time the Loan is due for repayment, the Directors
(excluding Mr. Bracken) are of the view that the three (3) year term of
the Loan is sufficient time to enable Mr. Bracken to manage the sale of
shares in the Company to fund the repayment of the Loan or, seek
alternate funding to repay the Loan.
In forming their recommendations, each Director also considered
other options available to the Company to assist Mr. Bracken with the
payment of the tax liability arising in relation to the issue of the
Resulting Shares. This included selling the Resulting Shares on-
market, a broker assisted third-party purchase of the Resulting Shares
or a purchase of some or all the Resulting Shares by the Employee
Share Trust.
As noted above, it will be difficult for Mr. Bracken to sell the Resulting
Shares on market in a relatively short amount of time due to the
trading restrictions which the Company’s Trading Policy places on
him as well as the lack of liquidity with regards to the tradable market
for the Company’s shares. As an example, the average daily trading
volumes of shares in the Company over the 90-day period prior to the
date of this Notice was approximately 190,000 shares. Selling a
volume of shares equivalent to the Resulting Shares in a short period
of time may lead to erratic trading in the Company’s shares which is
not in the best interests of the Company or existing shareholders.
Similarly, feedback from brokers in relation to a third-party purchase
was that the sale of a volume of shares equivalent to the Resulting
Shares would be difficult given current low investor sentiment for
shares in retail businesses as well as the relative lack of liquidity with
regards to the tradable market for the Company’s shares.
The Company also considered a purchase of some or all of the
Resulting Shares by the Employee Share Trust. However, such share
purchases may not be permitted under the terms of the Group’s
finance facility and, would have the effect of significantly reducing Mr
Bracken’s shareholding in the Group, which is at odds with the
objective of the Group’s LTI scheme. Therefore, the Directors (other
than Mr. Bracken) determined that it was in the best interests of the
Company to provide the Loan to Mr. Bracken to fund the tax liability
arising in relation to the issue of the Resulting Shares.
If shareholder approval for the Loan is not obtained under this
Resolution 6 then Mr. Bracken will need to seek alternative options to
fund the tax liability arising in relation to the issue of the Resulting
Shares. As noted above, the objective of the Group’s LTI scheme is to
incentivise and retain the CEO and align his interests with those of the
Company and shareholders. This would be undermined if he were
required to sell his shares in the Company at an accelerated rate to
comply with the Company’s Trading Policy, and negatively impact the
market for the Company’s shares.
Except as described above, each of the Directors (excluding Mr.
Bracken) does not consider there are significant opportunity costs to
the Company, or benefits forgone by the Company, in the Company
providing the Loan on the terms proposed.
Each of the Directors (excluding Mr. Bracken) is not aware of any other
information that would reasonably be required by shareholders to
allow them to decide whether it is in the best interests of the
shareholders to pass this Resolution 6.

AGM means annual general meeting.
Annual Report means the annual report of the Group for the financial
year ended 30 June 2024.
ASX means ASX Limited or the Australian Securities Exchange
operated by ASX Limited, as the context requires.
BBSW has the meaning given in Item 8 of the Explanatory notes and is
published on the website of the ASX at www.asx.com.au.
Board means the board of Directors.
CAGR means the compound annual growth rate.
CEO means Chief Executive Officer of the Company.
Chair means the chair of the Company.
Company means Michael Hill International Limited ACN 25 610 937
598.
Corporations Act means the Corporations Act 2001 (Cth) as
amended.
Director means a director of the Company.
Employee Share Trust means the trust established by the Company
to administer the Company’s Equity Incentive Plan.
EPS has the meaning given in Annexure 1.
Equity Incentive Plan means the Company’s equity incentive plan in
place at the date of this Notice which was approved by shareholders
at the 2023 AGM held on 14 November 2023, the material terms of
which are summarised in Annexure 2.
Group means the Company and its ‘associated entities’ (as defined in
the Corporations Act).
Listing Rule means the listing rules of the ASX.
Loan has the meaning in Item 8 of the Explanatory Notes.
Performance Conditions means the TSR performance hurdle, the
EPS performance hurdle and the service condition relating to Mr
Daniel Bracken’s proposed grant of share rights, which are
summarised in Annexure 1.
Proxy Form means the proxy form attached to this Notice.
Remuneration Report means the remuneration report of the
Company included in the Directors’ Report section of the Annual
Report.
Quarter means each 3 month period during a calendar year
commencing 1 March, 1 June, 1 September and 1 December.
Resulting Shares has the meaning given in Item 8 of the Explanatory
Notes.
TSR has the meaning given in Annexure 1.
VWAP means the volume weighted average price.

Definitions
In this Notice and the Explanatory Notes:

ANNEXURE 1: SUMMARY OF THE MATERIAL TERMS OF SHARE RIGHTS
Number of share rights
proposed to be granted
If shareholder approval is obtained, Mr Bracken will be granted 1,986,468 share rights under the Equity Incentive Plan for
FY25, calculated as 95% of the fixed component of Mr Bracken’s remuneration (annual salary plus superannuation)
divided by the VWAP of shares in the Company over the 10 ASX trading days following the release of the Company’s FY24
financial statements ($0.5352).
50% of share rights are allocated to an earnings per share (EPS) performance hurdle (EPS Share Rights) and 50% of
share rights are allocated to a total shareholder return (TSR) performance hurdle (TSR Share Rights). The EPS Share
Rights and the TSR Share rights are subject to performance hurdles (described below).
Performance period
and vesting
The performance period is three (3) years, commencing 1 July 2024 and ending the date that is the end of the Company’s
2027 financial year.
The number of share rights that vest will depend on how well the Company has performed during the performance period
against the relevant performance hurdles. For outstanding performance in relation to each hurdle, 100% of the relevant
share rights will vest. Only a percentage of share rights will vest for performance below that level. If the Company does
not achieve a specified minimum threshold for each performance hurdle, all of the share rights applicable to that hurdle
will lapse so that no share rights vest.
Further information regarding the vesting schedule for the TSR Share Rights and EPS Share Rights is set out below.
EPS Performance
hurdle and vesting
schedule
The EPS Share Rights are subject to the EPS Performance hurdle. The EPS Performance hurdle requires the achievement
of a minimum CAGR in the Company’s normalised EPS over the performance period. If the EPS does not reach that
minimum rate over the performance period, the EPS Share Rights lapse.
Why EPS?
The EPS Performance hurdle was chosen to ensure alignment between incentivising executives and long-term
shareholder value creation and because it reflects the underlying profitability of the business.
Vesting schedule
The table below sets out the percentage of EPS Share Rights subject to the EPS Performance hurdle that can vest
depending on the Company’s EPS performance:
EPS compound annual growth rate (‘CAGR’) % EPS Share Rights vesting
Less than 20% CAGR Nil
Between 20% CAGR and <30% CAGR 10% vesting for each 1% increase in CAGR performance
Equal to or above 30% CAGR 100%
When determining normalised EPS, statutory earnings is adopted as the base and the Board adjusts for any unusual
items.
TSR Performance
hurdle and vesting
schedule
The TSR Share Rights are subject to the TSR Performance hurdle. The TSR Performance hurdle requires the achievement
of a minimum positive absolute TSR over the performance period. If the TSR does not reach that minimum rate over the
performance period, the TSR Share Rights lapse.
Why a TSR?
The TSR hurdle was chosen to ensure alignment between incentivising executives and long-term shareholder value
creation.
Vesting schedule
The table below sets out the percentage of TSR Share Rights subject to the TSR Performance hurdle that can vest
depending on the Company’s TSR performance:

TSR compound annual growth rate (‘CAGR’) % TSR Share Rights vesting
Less than 10% CAGR Nil
Between 10% CAGR and 20% CAGR 10% vesting for each 1% increase in CAGR performance
Equal to or above 20% CAGR 100%
Absolute TSR measures the return received by shareholders from holding shares in a company over a particular period.
TSR is calculated by taking into account the growth in a company’s share price over the relevant period as well as the
dividends received (and assumed to be reinvested back into the company’s shares) during that period.
Service condition Mr Bracken must have been continuously engaged by the Company (and have not resigned or been terminated) from the
date the share rights are granted until after 10 ASX trading days following the release of the Company’s FY27 financial
results.
Rights attaching to
share rights
Share rights do not carry any dividend or voting rights prior to vesting and are non-transferable, except in limited
circumstances under the Equity Incentive Plan rules.
Allocation of shares
following vesting
Following testing of the relevant Performance hurdles at the end of the performance period, and subject to satisfaction
of the Service condition, share rights which have vested will be automatically exercised.
Any share rights that do not vest following testing of the Performance hurdles will lapse.
If expressly permitted in the relevant invitation, a share right which has vested and been exercised may be settled by the
Company arranging for Mr Bracken to receive the requisite number of ordinary fully paid shares (Equity Settled), or by a
cash equivalent payment to the participant, at the discretion of the Board.
For an Equity Settled arrangement, the Company’s obligation to deliver shares may be satisfied by issuing new shares,
acquiring shares on-market or off-market or by transferring and/or allocating shares from an employee share trust.
Restriction periods On vesting there is no additional restriction period, except as specified in the Company’s Trading Policy.

ANNEXURE 2: SUMMARY OF THE EQUITY INCENTIVE PLAN RULES
The key terms of the Equity Incentive Plan (Plan) are set out
below.
Eligible participants
The following persons may be invited to participate in the
Plan:
an Executive Director of the Company or an ‘associated
entity’ (as defined in the Corporations Act) of the
Company (together ‘the Group’)
an employee of any Group company
an individual who provides services to any Group
company, or
a prospective participant to whom the above criteria
may apply.
Non-Executive Directors of the Company are not eligible to
participate in the Plan.
Invitation to participate
The Board may from time to time in its absolute discretion
determine that an eligible participant be invited to participate
in the Plan.
Unless otherwise expressly permitted in an invitation, a
participant may only submit an application in that
participant’s name and not on behalf of any other person.
The Board has the discretion to set the terms and conditions
(including but not limited to conditions in relation to vesting,
exercise, cash settlement, forfeiture, and disposal
restrictions) on which it will make invitations under and in
accordance with the Plan and may set different terms and
conditions which apply to different participants.
The Board also has the discretion to waive vesting, exercise,
forfeiture or disposal conditions in relation to a particular
participant or in relation to participants generally.
Type of securities
The Plan provides the Board with the ability to grant share
rights, subject to the terms of individual offers.
Share rights are an entitlement to receive Shares upon the
satisfaction (or waiver) of the applicable vesting and/or
exercise conditions and payment of any applicable exercise
price (which may, for the avoidance of doubt, be nil).
Unless otherwise determined by the Board, no consideration
is required to be paid by the participant in respect of the grant
of a share right under the Plan.
The Board has the discretion to determine the number or
value of share rights to be granted to participants.
Key terms
Voting and dividends
A participant is not entitled, by virtue of holding a share right,
to:
notice of, or to vote or attend at, a meeting of the
shareholders of the Company, or
receive any dividends declared by the Company.
Shares delivered to (or on behalf of) a participant upon
vesting and exercise of a share right will carry dividend and
voting rights.
Quoting on an exchange
Unless otherwise determined by the Board in its absolute
discretion, a share right granted under the Plan will not be
quoted on the ASX or any other recognised exchange.
Dealings
A participant may not sell, assign, transfer, grant a security
interest over, or otherwise deal with a share right that has
been granted to them, unless the Board in its absolute
discretion so approves or the relevant dealing is effected by
force of law on death or legal incapacity to the participant’s
legal or personal representative.
Vesting
The Board has the discretion to determine the vesting
conditions (if any) that must be met before a share right will
vest.
A share right will vest once all vesting conditions (specified in
the invitation related to the share right) have been satisfied (or
waived) and a vesting notice in respect of that share right is
given by the Company or is deemed to be given to the
participant.
A vesting condition for a share right may, subject to the
Corporations Act, the ASX Listing Rules (where applicable)
and any other applicable laws and regulations, be waived by
the Board.
Exercise of share rights
A share right may only be exercised when all vesting
conditions and all exercise conditions applicable to that
share right are satisfied or have been waived by the Company
and the Company has provided (or is deemed to have
provided) a confirmation notice to the participant. If there are
no exercise conditions, the vesting notice will constitute the
confirmation notice.
An exercise condition for a share right may, subject to the
Corporations Act, the ASX Listing Rules (where applicable)
and any other applicable laws and regulations, be waived by
the Board.
The manner in which a share right may be exercised
(including whether that share right will be automatically or
manually exercised) as well as whether or not that share right

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

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

SRN/HIN: I9999999999
MHJ
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
ACN 610 937 598
XX
For your vote to be effective it must be
received by 10am (AEST) Monday, 21
October 2024.
All your securities will be voted in accordance with your directions.
YOUR VOTE IS IMPORTANT
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Voting / Proxy Form
Lodge your Form:How to Vote on Items of Business
Online:
Lodge your vote online at
www.investorvote.com.au using your
secure access information or use your
mobile device to scan the personalised
QR code.
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the
meeting you will need to provide the appropriate “Appointment of Corporate
Representative”. A form may be obtained from Computershare or online at
www.investorcentre.com/au and select "Printable Forms".
PARTICIPATING IN THE MEETING
SIGNING INSTRUCTIONS FOR POSTAL FORMS
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
By Fax:
Your secure access information is
VOTE DIRECTLY
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
APPOINTMENT OF PROXY
Control Number: 999999
PIN: 99999
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry,
please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant to section 204A
of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please sign in the appropriate place to indicate the office
held. Delete titles as applicable.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box your proxy may vote or abstain as
they choose (to the extent permitted by law). If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of securities you wish to vote in the For, Against or Abstain box or
boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the
meeting and vote on a poll. If you appoint two proxies you must specify the percentage of
votes or number of securities for each proxy, otherwise each proxy may exercise half of the
votes. When appointing a second proxy write both names and the percentage of votes or
number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each
item of business. Your vote will be invalid on an item if you do not mark any box OR you mark
more than one box for that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of
the votes cast must not exceed your voting entitlement.
Samples/000001/000003
*I00000103*


I 9999999999
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
IND
MHJ310468A
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
PLEASE NOTE: If you have appointed a proxy and you mark the Abstain box for a resolution, you are directing your proxy not to vote on your behalf on a show of
hands or a poll and your votes will not be counted in computing the required majority. If you are directly voting and you mark the Abstain box for a resolution, it will
be treated as though no vote has been cast on that resolution and no vote will be counted in computing the required majority.
Record my/our votes strictly in
accordance with directions in Step 2.
A Vote Directly
At the Annual General Meeting of Michael Hill International Limited which will be held as a virtual meeting online at
https://meetings.lumiconnect.com/300-136-073-881 on Wednesday, 23 October 2024 at 10am (AEST) and at any adjournment or postponement
of that meeting, I/We being member/s of Michael Hill International Limited direct the following:
B
The Chair of
the Meeting
PLEASE NOTE: Leave this box blank if
you have selected the Chair of the
Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as
my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no
directions have been given, and to the extent permitted by law, as the proxy sees fit).
Indicate How Your Vote Will Be Cast
Voting / Proxy Form
Please markto indicate your directions
XX
Step 1
Items of Business
Step 2
This section must be completed.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile NumberEmail Address
(Optional)
Signature of Securityholder(s)
Step 3
ForAgainstAbstain
Resolution 1Adoption of Remuneration Report
Resolution 2Re-election of Michael Hill as Director
Resolution 3Re-election of Emma Hill as Director
Resolution 4Re-election of Claudia Batten as Director
Resolution 5Approval of grant of share rights to Mr Daniel Bracken under the Company’s Equity Incentive Plan
Resolution 6Approval of a related party transaction to loan funds to Mr. Daniel Bracken
Date
/ /
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting
as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5
and 6 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 5 and 6 are connected directly or
indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on
Resolutions 1, 5 and 6 by marking the appropriate box in step 2.
Appoint a
proxy to
vote on
your behalf
OR
OR
Select one option only
PLEASE NOTE: A Direct Vote will take priority over the appointment of a Proxy. For a valid
Direct Vote to be recorded you must mark FOR, AGAINST, or ABSTAIN on each
resolution.
I/We hereby appoint:
The Chair of the Meeting intends to vote undirected proxies in favour of each resolution. In exceptional circumstances, the Chair of the Meeting may change his/
her voting intention on any resolution, in which case an ASX announcement will be made.

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

To participate online, visit https://meetings.lumiconnect.com/300-136-073-881 on your smartphone, tablet or
computer.
You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.
Having trouble logging in?... v
Meeting ID
Join Meeting
Securityholder or ProxyGuest
Online Meeting Guide
Registering for the meeting
12
Attending the meeting virtually
Michael Hill 2024 AGM
23 Oct 2024, 10:00 AEST
Scan to join the meeting
To log in, you may require the following information:
Meeting ID: 300-136-073-881
Australian residents
SRN / HIN
(on your proxy form)
Postcode
(postcode of your
registered address)
Overseas residents
SRN / HIN
(on your proxy form)
Country Code
(three-character country code)
e.g. New Zealand - NZL; United
Kingdom - GBR; United States of
America - USA; Canada - CAN
A full list of country codes can be
found at the end of this guide.
Appointed Proxies
To receive your unique username and
password, please contact
Computershare on +61 3 9415 4024.
Guests
To register as a guest, you will need to
enter your name and email address.
To participate in the meeting, follow the
direct link at the top of the page.
Alternatively, visit
meetings.lumiconnect.com and enter the
unique 12-digit Meeting ID, provided above.
To proceed into the meeting, you will
need to read and accept the Terms and
Conditions and select if you are a
Securityholder/Proxy or a guest. Note that
only Securityholders and Proxies can
vote and ask questions in the meeting.

Sign in
Having trouble logging in?... v
Continue
Having trouble logging in?... v
On a desktop/laptop device, you will see the home tab on the left, which displays the meeting title and
instructions. The webcast will appear automatically on the right. Press play and ensure your devices is
not muted.
You can watch the webcast full screen, by selecting the full screen icon.
To reduce the webcast to its original size, select the minimise icon.
BROADCAST
Request to Speak
HOME
Close
MEETING ID
XXX-XXX-XXX-XXX
Watching the meeting
On a desktop device, press play within the broadcast window on the right-hand
side to begin the presentation. On mobile devices, the broadcast window may
be minimised, press the broadcast icon to open the window and then press
play. Ensure that your device isn't muted and that the volume is turned up.

Voting
When voting starts, a voting icon will appear, and the resolutions will be
displayed. Select For, Against or Abstain to cast your vote. There is no enter
or send button. You may however cancel your vote and enter a new selection
while voting is open.
Asking text questions
Select the messaging icon, type your question in the 'Ask a question' box and
press the send button.
Asking audio questions
If you would like to ask a question, click on “Request To Speak” at the top of
the broadcast window and follow the instructions to join the audio questions
queue.
3
To register as a shareholder,
enter your SRN or HIN and Postcode or
Country Code and press Sign in.
To register as a proxyholder, you will need
your username and password as provided by
Computershare. In the ‘SRN or HIN’ field enter
your username and in the ‘Postcode or
Country Code’ field enter your password.
To register as a guest,
enter your name and other requested details
and press continue.
4
Watching the meeting
SRN or HIN *
Postcode or Country Code *
First Name *
Last Name *
Email *
VOTING
MESSAGING

When the Chair declares the poll open:
A voting icon will appear on screen and the meeting resolutions will be displayed.
To vote, select one of the voting options. Your response will be highlighted.
To change your vote, simply select a different option to override.
There is no need to press a submit or send button. Your vote is automatically counted.
Votes may be changed up to the time the Chair closes the poll.
Poll Open
Resolution 1: Resolution text appears here.
Select a choice to send
ForAgainstAbstain
Cancel
Poll Open
BROADCAST
Watching the meeting
On a desktop device, press play within the broadcast window on the right-hand side
to begin the presentation. On mobile devices, the broadcast window may be
minimised, press the broadcast icon to open the window and then press play.
Ensure that your device isn't muted and that the volume is turned up.
Voting
When voting starts, a voting icon will appear, and the resolutions will be displayed.
Select For, Against or Abstain to cast your vote. There is no enter or send button.
You may however cancel your vote and enter a new selection while voting is open.

Asking text questions
Select the messaging icon, type your question in the 'Ask a question' box and press
the send button.
Asking audio questions
Click on “Request To Speak” at the top of the broadcast window and follow the
instructions to join the audio questions queue.
If you have any issues using the audio question system please dial in by phone.
HOME
MESSAGING
BROADCAST
5
On a mobile device, select the broadcast icon at the bottom of the screen to open the webcast. Press
play and ensure your device is not muted.
During the meeting, mobile users can minimise the webcast at any time by selecting one of the other
icons in the menu bar.
You will still be able to hear the meeting while the broadcast is minised. Selecting the broadcast icon
again will reopen the webcast.
Request to Speak
Voting
VOTING
HOME
MESSAGING
BROADCAST
VOTING
6
HOME
MESSAGING
BROADCAST
VOTING
You have voted on 0 of 2 items
Resolution 2: Resolution text appears here.
Select a choice to send
ForAgainstAbstain
Cancel
HOME
MESSAGING
BROADCAST
VOTING
You have voted on 2 of 2 items
Resolution 1: Resolution text appears here.
For - Vote received
ForAgainstAbstain
Cancel
Resolution 2: Resolution text appears here.
For - Vote received
AgainstAbstain
Cancel
For

If you would like to ask a verbal question, click the
‘Request to Speak’ button at the top right corner
of the broadcast window.
9
The audio questions interface will now display.
Confirm your details, click 'Submit Request' and
follow the instructions on screen to connect.
You will hear the meeting while you wait to ask
your question.
10
If prompted, grant access to your microphone in the pop up box.
Press the green "Join Queue" button below.
Your Name: Example User
If you are unable to connect via the web, you can connect via
phone using the number below
DIAL-IN NUMBER(s)
+61000000000
When requested, your access PIN is 000000
Please Read - Audio Question Instructions
BROADCAST
Request to Speak
BROADCAST
Return to broadcast
Audio Questions
7
To ask a written question, tap on the messaging
icon , type your question in the box at the top
of the screen and press the send button .
Confirmation that your message has been
received will appear.
Questions sent via the Lumi platform may be
moderated before being sent to the Chair. This is
to avoid repetition and remove any inappropriate
language.
A copy of your sent questions, along with any
written responses, can be viewed by selecting
"MY MESSAGES".
8
Messaging
Ask a question
0 / 1000
SEND
ALL MESSAGES
MY MESSAGES
Moderator
Welcome to the meeting. If you would like to submit a test question, type your
question in the chat box above and then press the send button.
Tue 30 Jan 2024 14:53
SEND
Text Questions
Messaging
Ask a question
0 / 1000
SEND
ALL MESSAGES
MY MESSAGES
Example User
This is a copy of my question...
Tue 30 Jan 2024 14:53
Moderator
Wed 28 Oct 2024 13:43
Thanks for your question...

Country Codes - Computershare
For overseas shareholders, select your country code from the list below and enter it into the password field.
Need help?
If you require any help using this system prior to or during the meeting,
please call +61 2 8075 0100 so we can assist you.
ABW
AFG
AGO
AIA
ALA
ALB
AND
ANT
ARE
ARG
ARM
ASM
ATA
ATF
ATG
AUS
AUT
AZE
BDI
BEL
BEN
BFA
BGD
BGR
BHR
BHS
BIH
BLM
BLR
BLZ
BMU
BOL
BRA
BRB
BRN
BTN
BUR
BVT
BWA
CAF
CAN
CCK
CHE
CHL
CHN
CIV
CMR
COD
COK
COL
COM
CPV
CRI
CUB
CYM
CYP
CXR
CZE
DEU
DJI
DMA
DNK

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

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

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

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

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

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