Notice of Annual General Meeting and Proxy Form

1

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/300-163-102-829 on Wednesday 22 October 2025 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’s Address and Company Presentations
Item 2: Financial Statements and Reports
To receive and consider the Company’s Annual Report for the
financial year ended 29 June 2025, 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 29 June
2025 (as set out in the Directors’ Report) is adopted.”
Item 4: Re-election of Gary Smith as Director
Resolution 2. Re-election of Gary Smith as Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
“That Mr Gary Smith 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 Andrea Slingsby as Director
Resolution 3. Re-election of Andrea Slingsby as Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
“That Ms Andrea Slingsby (appointed as a Director of the Company on
8 September 2025), who 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 6: Re-election of Robert Fyfe as Director
Resolution 4. Re-election of Robert Fyfe as Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution:
“That Mr Robert Fyfe who retires by rotation in accordance with Rule
38.1 of the Company’s Constitution and, being eligible, offers himself
for re-election, be re-elected as a Director of the Company.”
Item 7: 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
22 September 2025

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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 (i nstructions 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 20
October 2025, 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
22 October 2025. Shareholders wishing to participate in the Meeting
may do so via computer or a mobile device at
https://meetings.lumiconnect.com/300-163-102-829 and entering the
following details:
Meeting ID: 300-163-102-829
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
+61 2 8075 0100 during the online registration period which will open
at 9:30am (AEST) on Wednesday 22 October 2025.
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 20 October 2025 via www.investorvote.com.au.
Questions for the Auditors of the Company may be submitted by 5pm
(AEST) on Wednesday 15 October 2025 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 20 October 2025.
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 20 October 2025 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 the 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.

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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 20 October 2025.
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 22 September 2025, or
• by using a mobile device to scan the personalised QR code
contained in the personalised letter to shareholders dated
22 September 2025, or
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 850 505 (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 even though that resolution is
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 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 20 October 2025.
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

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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.

5

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 29 June 2025. The Remuneration
Report is set out in the Directors’ Report section of the Company’s
2025 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 Gary Smith 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.
Gary Smith has held office as a Director without re-election since the
Company’s Annual General Meeting in 2022, and will retire and offer
himself for re-election by shareholders at the Meeting.
Mr Smith’s profile follows:
Gary Smith
Independent Non-Executive Director
Chair of Audit and Risk Management Committee
Member of People Development and Remuneration Committee
Gary was appointed as a Director of the Company on 24 February
2016 having previously served as Director of Michael Hill’s listed
entity in New Zealand commencing 2 November 2012.
Gary has extensive Director experience across a range of boards and
tourism related industry bodies. He is Chairman of Flight Centre
Travel Group Ltd (ASX: FLT), one of Australia’s top public companies
and is a member of their Audit and Remuneration sub-committees.
He is a Chartered Accountant and a Fellow of the Australian Institute
of Company Directors.
While Gary has served on the Board for more than 12 years, the Board
is satisfied that the length of Gary’s tenure does not compromise his
independence and that he brings objective and independent
judgement to the Board’s deliberations and oversight of Management.
Further, as the Group continues to navigate the transition to a new
CEO, following the loss of Daniel Bracken and the recent loss of the
Group’s founder, Sir Michael Hill, the Board believes it is important to
maintain stability at the Board level and continue to benefit from
Gary’s extensive knowledge and experience of the Group.
Recommendation
The Board (other than Mr Smith) recommends that shareholders vote
FOR Resolution 2.
Item 5: Re-election of Andrea Slingsby as Director
(Resolution 3)
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.
Andrea Slingsby was appointed as a Director in the period since the
2024 Annual General Meeting, and therefore will retire and offer
herself for re-election by shareholders at the Meeting.
Ms Slingsby’s profile follows:
Andrea Slingsby
Independent Non-Executive Director
Andrea has extensive governance, strategic and operational
transformational growth expertise developed over more than 20 years
in Executive, Board and advisory roles. Her broad industry experience
spans retail, high-net-worth family offices, construction and property
development, digital/technology, infrastructure and tourism.
Andrea also brings expertise in both domestic and international
growth and sustainable scaling of significant ASX-listed businesses
including Flight Centre and Blackmores.
Andrea has been Chair of multiple Remuneration Committees with
expertise in governance principles and ensuring transparency,
accountability, and ethical decision-making. Ms Slingsby is currently
a Director of Prime Financial Group (ASX: PFG), Volunteering Gold
Coast and an Investment Committee Member at construction
company, McNab.
Andrea has a strong understanding of the Company and its
operations, having acted as an alternate director of the Company
(ASX: MHJ) to Sir Michael Hill from 14 April 2025 to 29 July 2025 and,
serving as the Company’s Interim Chief People Officer from August

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2018 to December 2018, and its Chief Operating Officer from January
2019 to January 2021.
The Board has considered Andrea’s independence status including
her recent appointment as alternate director of the Company, as well
as previous positions which she has held with the Group, and
confirms her status as an independent non-executive director of the
Company.
Recommendation
The Board (other than Ms Slingsby) recommends that shareholders
vote FOR Resolution 3.
Item 6: Re-election of Robert Fyfe as Director
(Resolution 4)
Rule 38.1(c) of the Company’s Constitution requires that one-third of
Directors for the time being retire from office, excluding Directors
required to submit for re-election because of Rules 38.6 or 36.2 of the
Company’s Constitution and any Managing Director. If that number
is not a multiple of three then the greater of 1 or the number nearest to
but not exceeding one-third, must retire from office.
There are 6 Directors on the Board of the Company. Mr Gary Smith is
excluded from the Directors retiring under Rule 38.1 as he is required
to retire under Rule 38.6. Ms Andrea Slingsby is excluded from the
Directors retiring under Rule 38.1 as she is required to retire under
Rule 36.2. Therefore one (1) further Director of the Company is
required to retire at the Meeting.
Of the remaining Directors, Mr Robert Fyfe has held office the longest
having been re-elected as a Director at the 2023 Annual General
Meeting. Therefore Rule 38.3 of the Constitution requires that he
retires as a Director at the Meeting under Rule 38.1 of the
Constitution, and will offer himself for re-election by shareholders at
the Meeting.
Mr Fyfe’s profile follows:
Robert Fyfe
Independent Non-Executive Director
Chair of the Board
Member of People Development & Remuneration Committee
Member of Audit & Risk Management Committee
Rob was appointed as a Director of the Company on 9 June 2016
having previously served as Director of Michael Hill’s listed entity in
New Zealand commencing 6 January 2014. He was appointed Chair of
the Board in June 2021.
Prior to joining the Company, Rob served as CEO of Air New Zealand
between 2005 and 2012, a period that saw a resurgence of Air New
Zealand to become one of the most recognised and awarded airlines
in the world and one of the best performers in a tough industry. Rob is
also currently a Director of Air Canada.
Rob also has extensive general management and board experience in
various retail businesses operating in New Zealand, Australia and
Great Britain, across sectors including retail banking,
telecommunications, pay television, sport, manufacturing and
outdoor apparel. In 2015 Rob was awarded an Honorary Doctor of
Commerce from University of Canterbury and on New Year’s Eve
2020, Rob was appointed as a Companion of the New Zealand Order
of Merit for services to business and tourism.
While Rob has served on the Board for more than 10 years, the Board
is satisfied that the length of Rob’s tenure does not compromise his
independence and that he brings objective and independent
judgement to the Board’s deliberations and oversight of Management.
Further, as the Group continues to navigate the transition to a new
CEO, following the loss of Daniel Bracken and the recent loss of the
Group’s founder, Sir Michael Hill, the Board believes it is important to
maintain stability at the Board level and continue to benefit from
Rob’s extensive knowledge and experience of the Group.
Recommendation
The Board (other than Mr Fyfe) recommends that shareholders vote
FOR Resolution 4.
Definitions
In this Notice and the Explanatory Notes:
AGM means annual general meeting.
Annual Report means the annual report of the Group for the financial
year ended 29 June 2025.
ASX means ASX Limited or the Australian Securities Exchange
operated by ASX Limited, as the context requires.
Board means the board of Directors.
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.
Group means the Company and its ‘associated entities’ (as defined in
the Corporations Act).
Listing Rule means the listing rules of the ASX.
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.

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, 20
October 2025.
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
MHJ318859A
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/300-163-102-829 on Wednesday, 22 October 2025 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 Gary Smith as Director
Resolution 3Re-election of Andrea Slingsby as Director
Resolution 4Re-election of Robert Fyfe as Director
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 Resolution 1
(except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is 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
Resolution 1 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/300-163-102-829 on your smartphone, tablet or
computer.
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Online Meeting Guide
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Michael Hill 2025 AGM
22 Oct 2025, 10:00 AEST
Scan to join the meeting
To log in, you may require the following information:
Meeting ID: 300-163-102-829
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.

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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
300-163-102-829
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