Becoming a Substantial Holder

Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder


To Company Name/Scheme
MICHAEL HILL INTERNATIONAL LTD
ACN/ARSN
610 937 598


1. Details of substantial holder (1)
Name
Pinnacle Investment Management Group Limited (and its subsidiaries
listed in Annexure A
ACN/ARSN (if applicable)
100 325 184


The holder became a substantial holder on
26/06/2024


2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or
an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) Number of securities Person's votes (5) Voting power (6)
ORDINARY FULLY PAID 19,263,299 19,263,299 5.01%



3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial
holder became a substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
REFER TO ANNEXURE A PART 1
AND PART 2




4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number of securities
REFER TO ANNEXURE B



5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the
substantial holder became a substantial holder is as follows:
Holder of relevant
interest
Date of acquisition Consideration (9) Class and number of securities

Cash Non-cash

REFER TO ANNEXURE C



For personal use only

6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
REFER TO ANNEXURE D


7. Addresses
The addresses of persons named in this form are as follows:
Name Address
REFER TO ANNEXURE E



Signature


print name
CALVIN KWOK
capacity
COMPANY SECRETARY

sign here

date
01/07/2024



DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of
persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each
group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an
associate has a relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of
any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any
contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or
arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or
disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification
applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write
"unknown".
(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was
acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on
the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in
relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

For personal use only

MICHAEL HILL INTERNATIONAL LTD
Annexure A - Part 1
Holder of relevant interestNature of relevant interestNumber of
securities
Class of
securities
Pinnacle Investment Management Group Limited (ACN 100 325 184)
Pinnacle Investment Management Limited (ACN 109 659 109)
Ariano Pty Limited (ACN 605 250 799)
Next Financial Limited (ACN 081 722 894)
Next Financial Nominees Pty Ltd (ACN 093 252 576)
Next Financial Nominees No. 2 Pty Ltd (ACN 132 819 115)
Investment Solutions Client Services Pty Ltd (ACN 117 898 334)
Priority Funds Management Pty Ltd (ACN 120 826 575)
Priority Investment Management Pty Ltd (ACN 116 943 456
PNI Option Plan Managers Pty Ltd (ACN 125 030 766)
Pinnacle RE Services Limited (ACN 130 508 379)
Pinnacle Services Administration Pty Ltd (ACN 126 175 148)
Pinnacle Investment Management (UK) Limited (Company Number 11026111)
POSH Nominees Pty Limited (ACN 620 094 251)
Pingroup IM Limited (US) (EIN 85-0920129)
Relevant interest by virtue of section 608(3)
of the Corporations Act as it or its associates holds directly or
indirectly above 20% voting power in one or more affiliated
investment managers (see Annexure A – Part 2) and Pinnacle
Fund Services Limited, who each in turn hold relevant
interests in the securities the subject of this notice.
19,263,299
Ordinary fully
paid
Pinnacle Fund Services Limited (ACN 082 494 362)Relevant interest held through the power to control voting
and/or disposal of securities in its capacity as responsible
entity or trustee of registered or unregistered schemes and/or
relevant interest by virtue of section 608(3)
of the Corporations Act as it or its associates holds directly or
indirectly above 20% voting power in one or more affiliated
investment managers (see Annexure A – Part 2) who each in
turn hold relevant interests in the securities the subject of this
notice.
19,263,299
Ordinary fully
paid
This is Annexure "A - Part 1" as mentioned in form 603 Notice of initial substantial holder
Calvin Kwok
Company Secretary
Date: 01/07/2024
For personal use only

MICHAEL HILL INTERNATIONAL LTD
Annexure A - Part 2
Affiliated Investment Managers in which Pinnacle has over 20% voting power
Aikya Investment Management Limited (UK) (Company Number 12329682)
Antipodes Partners Limited (ACN 602 042 035)
Coolabah Capital Investments Pty Limited (ACN 605 806 059)
Five V Capital Pty Limited (ACN 162 193 928)
Hyperion Asset Management Limited (ACN 080 135 897)
Langdon Equity Partners Limited (CA) (NRD 73210)
Metrics Credit Partners Pty Limited (ACN 150 646 996)
Palisade Investment Partners Limited (ACN 124 326 361)
Plato Investment Management Limited (ACN 120 730 136)
Resolution Capital Limited (ACN 108 584 167)
Solaris Investment Management Limited (ACN 128 512 621)
Riparian Capital Partners Pty Ltd (ACN 630 179 752)
This is Annexure "A - Part 2" as mentioned in form 603 Notice of initial substantial holder
Calvin Kwok
Company Secretary
Date: 01/07/2024
For personal use only

MICHAEL HILL INTERNATIONAL LTD
Annexure B
Holder of relevant interestRegistered holder of securitiesPerson entitled to be
registered as holder
Number of
securities
Class of
securities
Pinnacle Investment Management
Group Limited (and its subsidiaries
listed in Annexure A)
Citicorp Nominees Pty LtdCiticorp Nominees Pty Ltd19,263,299 Ordinary fully paid
This is Annexure "B" of 1 page as mentioned in form 603 Notice of initial substantial holder
Calvin Kwok
Company Secretary
Date: 01/07/2024
For personal use only

MICHAEL HILL INTERNATIONAL LTD
Annexure C
Holder of relevant interest
Trade Date
Number of
securities
Class of Securities
CashNon-cash
Pinnacle Investment Management
Group Limited (and its
subsidiaries listed in Annexure A)
29/02/2024
25,980.76$ 38,763
ORDINARY FULLY PAID
As above
01/03/2024
204,253.01$ 297,960
ORDINARY FULLY PAID
As above
05/03/2024
85,608.38$ 125,000
ORDINARY FULLY PAID
As above
06/03/2024
43,906.68$ 65,081
ORDINARY FULLY PAID
As above
11/03/2024
0.70-$ 1-
ORDINARY FULLY PAID
As above
12/03/2024
1,019.60-$ 1,513-
ORDINARY FULLY PAID
As above
06/06/2024
347,512.70$ 850,000
ORDINARY FULLY PAID
As above
14/06/2024
3,522.38$ 8,001
ORDINARY FULLY PAID
As above
17/06/2024
4,727.61$ 10,618
ORDINARY FULLY PAID
As above
18/06/2024
5,472.75$ 12,155
ORDINARY FULLY PAID
As above
19/06/2024
4,270.27$ 9,419
ORDINARY FULLY PAID
As above
21/06/2024
14,201.73$ 31,222
ORDINARY FULLY PAID
As above
24/06/2024
264,784.44$ 588,522
ORDINARY FULLY PAID
As above
25/06/2024
31,957.33$ 70,266
ORDINARY FULLY PAID
As above
26/06/2024
160,326.60$ 354,409
ORDINARY FULLY PAID
This is Annexure "C" as mentioned in form 603 Notice of initial substantial holder
Calvin Kwok
Company Secretary
Date: 01/07/2024
Consideration
For personal use only

MICHAEL HILL INTERNATIONAL LTD
Annexure D
NameACN
Nature of Association
Pinnacle Investment Management Group Limited100 325 184Related body corporate of each other entity listed in Annexure D.
Pinnacle Investment Management Limited109 659 109Related body corporate of each other entity listed in Annexure D.
Pinnacle Fund Services Limited082 494 362Related body corporate of each other entity listed in Annexure D.
Ariano Pty Limited605 250 799Related body corporate of each other entity listed in Annexure D.
Next Financial Limited081 722 894Related body corporate of each other entity listed in Annexure D.
Next Financial Nominees Pty Ltd093 252 576Related body corporate of each other entity listed in Annexure D.
Next Financial Nominees No. 2 Pty Ltd132 819 115Related body corporate of each other entity listed in Annexure D.
Investment Solutions Client Services Pty Ltd117 898 334Related body corporate of each other entity listed in Annexure D.
Priority Funds Management Pty Ltd120 826 575Related body corporate of each other entity listed in Annexure D.
Priority Investment Management Pty Ltd116 943 456Related body corporate of each other entity listed in Annexure D.
PNI Option Plan Managers Pty Ltd116 943 456Related body corporate of each other entity listed in Annexure D.
Pinnacle RE Services Limited130 508 379Related body corporate of each other entity listed in Annexure D.
Pinnacle Services Administration Pty Ltd126 175 148Related body corporate of each other entity listed in Annexure D.
Pinnacle Investment Management (UK) LimitedCompany
Number
11026111
Related body corporate of each other entity listed in Annexure D.
POSH Nominees Pty Limited620 094 251Related body corporate of each other entity listed in Annexure D.
Pingroup IM Limited (US)
EIN 85-0920129
Related body corporate of each other entity listed in Annexure D.
This is Annexure "D" as mentioned in form 603 Notice of initial substantial holder
Calvin Kwok
Company Secretary
Date: 01/07/2024
For personal use only

MICHAEL HILL INTERNATIONAL LTD
Annexure E
NameAddress
Pinnacle Investment Management Group LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Fund Services LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management Group LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Fund Services LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Ariano Pty LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Next Financial LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Next Financial Nominees Pty LtdLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Next Financial Nominees No. 2 Pty LtdLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Investment Solutions Client Services Pty LtdLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Priority Funds Management Pty LtdLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Priority Investment Management Pty LtdLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
PNI Option Plan Managers Pty LtdLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management (UK) Limited7th Floor, Dashwood House, 69 Old Broad Street, London EC2M 1QS, United Kingdom
Pinnacle RE Services LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Services Administration Pty LtdLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
POSH Nominees Pty LimitedLevel 19, 307 Queen St, Brisbane QLD 4000, Australia
Pingroup IM Limited (US)
c/o TMF Group New York, LLC, 48 Wall Street, 27
th
Floor, New York NY 10005
This is Annexure "E" as mentioned in form 603 Notice of initial substantial holder
Calvin Kwok
Company Secretary
Date: 01/07/2024
For personal use only