Update to Trading Policy

Michael Hill International Limited ABN 25 610 937 598
34 Southgate Avenue, Cannon Hill, QLD 4170
ASX AND NZX ANNOUNCEMENT


UPDATED TRADING POLICY

29 October 2025
In accordance with ASX Listing Rule 12.10, Michael Hill International Limited (ASX/NZX: MHJ or Company) provides an
updated Securities Trading Policy, effective 24 October 2025. A copy of the Trading Policy is available on the Company’s
Investor Centre at https://investor.michaelhill.com.


This announcement is authorised for release by the Board.


ENDS







For more information, please contact:


Investors:
Kate Palethorpe
Company Secretary
+61 410 650 779
Kate.palethorpe@michaelhill.com.au


Investors:
Anthea Noble
General Manager - Investor Relations & Treasury
+61 438 770 704
anthea.noble@michaelhill.com.au



ABOUT MICHAEL HILL INTERNATIONAL LIMITED
Michael Hill was founded by Sir Michael Hill in 1979 when he opened his first jewellery store in Whangarei, New Zealand.
The Group currently has 284 stores globally across Australia, New Zealand and Canada. The Group’s global
headquarters, including its wholesale and manufacturing divisions, are located in Brisbane, Australia. The Company is
listed on the ASX (ASX:MHJ) and the NZX (NZX:MHJ).

investor.michaelhill.com

TRADING POLICY
1035

Michael Hill International Limited ACN 610 937 598 (Company)

1035 – Trading Policy Page 2 of 11
Approved by: Board
On: October 2025


TRADING POLICY
1. Purpose
This trading policy (Policy) is intended to:
• Ensure that persons who are discharging managerial responsibilities including but not limited
to Directors, do not misuse, and do not place themselves under suspicion of misusing Inside
Information that they may be thought to have, especially in periods leading up to an
announcement of the Company.
• The Policy sets out the procedure for trading in Securities of the Company and aims to
provide Directors and Employees and any other persons who may be associated with the
Company, with guidance on how and when trades in the Company’s Securities may take
place and when trading of the Company’s Securities is strictly prohibited.
• For the avoidance of doubt, nothing in this Policy sanctions a breach of the market
misconduct or insider trading provisions of the Corporations Act. A person who possesses
Inside Information about an entity’s securities is generally prohibited from trading in those
securities under the insider trading provisions of the Corporations Act and this applies even
where the trade occurs as permitted within the operation of this policy.
References to the Company in this Policy are references to the Company and its subsidiaries.
Defined terms are set out in section 7 of this Policy.
2. Scope and application
This Policy applies to Restricted Persons.
3. Statement
3.1. Dealing by Restricted Persons
A Restricted Person must not Deal in any Securities of the Company unless:
(a) They have notified the Company and a clearance to Deal is obtained, in accordance with
clause 3.2 of this Policy; or
(b) the Dealing is a Permitted Dealing.
Notwithstanding that a clearance to Deal may be granted by the Company (even in exceptional
circumstances) or that a Dealing may be a Permitted Dealing, a Restricted Person must not Deal in
Company Securities where the following clauses in this Policy apply:
(a) Clause 3.12 (short selling)
(b) Clause 3.13 (hedging transactions)
(c) Clause 3.14 (inside information).
3.2. Clearance to Deal
Where this Policy requires a Restricted Person to notify and/or obtain clearance to Deal in any
Securities, the table below identifies who the relevant Restricted Person must notify and/or obtain
clearance from:
Type of Restricted Person

Who to Notify Who Provides Clearance to Deal
(Clearance Officer)
Non-Executive Chairperson
•

Board and Company
Secretary
•

Chair of Audit & Risk Management
Committee (ARMC)
Executive Chairperson

•

Board and Company
Secretary
•

Chair of Audit & Risk Management
Committee (ARMC)

1035 – Trading Policy Page 3 of 11
Approved by: Board
On: October 2025


Type of Restricted Person

Who to Notify Who Provides Clearance to Deal
(Clearance Officer)
•

If the Chairperson is also Chair of the
ARMC, the Board (excluding the
Executive Chairperson)
Chief Executive Officer (CEO) or
Managing Director (MD)

•

Chairperson and
Company Secretary
•

Chairperson

Company Secretary

•

C
hairperson

•

Chairperson
Director (excluding
Chairperson/CEO)

•

C
hairperson and
Company Secretary

•

Chairperson
Other Restricted Person (other
than above)

•

A
ny Director and
Company Secretary

•

Any Director or the Company
Secretary
(a) The Clearance Officer may authorise the Company Secretary, in writing, to provide the
Clearance to Deal on the relevant Clearance Officer’s behalf.
(b) The Company reserves the right of a Clearance Officer to:
(c) Give or refuse a request for a clearance to Deal at its sole discretion and without giving any
reasons.
(d) Withdraw a clearance to deal if there is a change in circumstances or new information
becomes available.
(e) A response to a request for a clearance to Deal must be given to the relevant Restricted Person
within two Business Days of the request being made.
(f) The Company must maintain a record of the response to a request for a clearance to Deal
made by a Restricted Person and of any clearance given. A copy of the response and clearance
(if any) must be given to the Restricted Person concerned.
(g) A Restricted Person who is given a clearance to Deal in accordance with this clause 3.2 must
deal as soon as possible in any event within five Business Days of the Restricted Person
receiving clearance to Deal.
(h) The grant of a clearance to Deal by the Company is not an endorsement of the Dealing by the
Company. The person seeking the clearance to Deal is solely responsibility for the investment
decision to Deal in Securities in the Company and compliance with insider trading laws.
(i) The grant of a clearance to Deal by the Company does not relieve a Restricted Person from
their legal obligations under the insider trading provisions of the Corporations Act. The person
granted the clearance to Deal should carefully consider whether or not they are in possession
of Inside Information that might preclude them from trading in those Securities. If they are in
possession of Inside Information (including if they come into possession of Inside Information
after obtaining a clearance to Deal), then they must not trade despite having received the
clearance.
(j) Before a Restricted Person Deals in the Company’s Securities (even if it is a Permitted Dealing),
they should consider carefully whether they are in possession of any Inside Information that
might preclude them from trading at that time and, if in any doubt, they should not trade.
(k) A refusal by a Clearance Officer to give a clearance to Deal is final and binding on the
Restricted Person.
(l) Where the Company refuses to give a clearance to Deal, this information is confidential
between the Company and the Restricted Person and must not be disclosed to any other
person.

1035 – Trading Policy Page 4 of 11
Approved by: Board
On: October 2025


3.3. Circumstances for refusal
A Restricted Person must not be given clearance to Deal in any Securities of the Company during a
Prohibited Period unless an exceptional circumstance arises in accordance with clause 3.4 of this
Policy.
3.4. Dealing in exceptional circumstances
(a) A Restricted Person, who is not in possession of Inside Information in relation to the Company,
may be given clearance to Deal during a Blackout Period if that person is in severe financial
difficulty or there are other exceptional circumstances. Clearance may be given for such a
person to sell (but not purchase) Securities of the Company when that person would otherwise
be prohibited by this Policy from doing so. The determination of whether the person in
question is in severe financial difficulty or whether there are other exceptional circumstances
can only be made by the Clearance Officer designated by the Board for this purpose under
clause 3.2.
(b) A person may be in severe financial difficulty if that person has a pressing financial commitment
that cannot be satisfied otherwise than by selling the relevant Securities of the Company. A
liability of a person to pay tax would not normally constitute severe financial difficulty unless
the person has no other means of satisfying the liability. A circumstance will be considered
exceptional if the person in question is required by a court order to transfer or sell the
Securities of the Company or there is some other overriding legal requirement to do so.
(c) If required by the Listing Rules, the Company should consult the ASX at an early stage
regarding any application by a Restricted Person to deal in exceptional circumstances.
3.5. Prohibition on Insider Trading
No Restricted Person may Deal in Company Securities at any time (including a Blackout Period), if
that person is or could reasonably be expected to be in possession of Inside Information.
3.6. Communicating Inside Information
A Restricted Person in possession of Inside Information must not, directly or indirectly, communicate
the information, or cause the Inside Information to be communicated, to another person if the
Restricted Person knows, or ought reasonably to know, that the other person would be likely to Deal
in the Company’s Securities.
3.7. Dealing by persons and entities associated with Restricted Persons
(a) A Restricted Person must take all reasonable steps to prevent an Associate, Related Person or
Related Entity of the Restricted Person from Dealing in the Company’s Securities during a
Blackout Period.
(b) A Restricted Person must take reasonable steps to advise any Associate, Related Person or
Related Entity of the Restricted Person:
- That they are a Restricted Person of the Company
- Of the Blackout Periods during which the Associate, Related Person or Related Entity
cannot Deal in the Company’s Securities.
(c) A Restricted Person must immediately notify a Clearance Officer if he or she becomes aware of
or suspects an Associate, Related Person or Related Entity of Dealing in the Company’s
Securities during a Blackout Period.
3.8. Disclosure of Dealings by Directors and substantial shareholders
(a) In accordance with section 250G of the Corporations Act and ASX Listing Rule 3.19A, Directors
must notify ASX of any Dealings (whether in a Blackout Period or otherwise) in the Company’s
Securities within five Business Days of such Dealing.

1035 – Trading Policy Page 5 of 11
Approved by: Board
On: October 2025


(b) To the extent required to do so under the Listing Rules, the Company will disclose to the
market when a Restricted Person has been given a clearance to Deal during a Blackout Period.
(c) In accordance with section 671B of the Corporations Act, a Restricted Person must notify the
Company and ASX if he or she:
- Has obtained a Substantial Holding in the Company
- Already holds a Substantial Holding - if he or she increases or decreases that Substantial
Holding by 1% or more of the Company’s shares
- Ceases to hold a Substantial Holding.
Such notice to be provided within two Business Days of becoming aware of that information.
3.9. Dealings in Securities of other companies
(a) A Restricted Person who has Inside Information about another Third Party Listed Entity as a
result of his or her position in the Company is prohibited from:
- Dealing in any Securities of that Third Party Listed Entity
- Communicating the Inside Information.
(b) Examples (without being exhaustive) of how Inside Information about a Third Party Listed Entity
may be obtained are as follows:
- During the course of a proposed transaction
- During the course of due diligence investigations
- Board deliberations
- Negotiations
- Information provided by others during the ordinary course of business.
3.10. Penalties
There are penalties under the Corporations Act for a breach of Insider Trading provisions under the
Corporations Act. As at the date of adoption of this Policy, the maximum penalties under the
Corporations Act are:
(a) In the case of a natural person imprisonment of ten years or a fine the higher of:
- 4,500 penalty units
- If the Court can determine the total value of the benefits the person obtained, which are
reasonably attributable to the commission of the offence, three times that total value.
(b) In the case of a body corporate, a fine the greatest of the following:
- 45,000 penalty units
- If the Court can determine the total value of the benefits that have been obtained and
are reasonably attributable to the commission of the offence, three times that total value.
- If the Court cannot determine the total value of those benefits, 10% of the body
corporate’s annual turnover during the 12-month period ending at the end of the month
in which the body corporate committed, or began committing, the offence; and
(c) Unlimited civil penalties.
A breach of this Policy will also be regarded as serious misconduct which may lead to disciplinary
action, up to and including dismissal.
3.11. Policy on Margin Loan Arrangements
(a) A Restricted Person may enter into a margin loan or similar funding arrangement in respect of
any Company Securities (
Funding Arrangements) but must disclose the existence, nature and
terms of the Funding Arrangements to a Clearance Officer who will notify the Board.

1035 – Trading Policy Page 6 of 11
Approved by: Board
On: October 2025


(b) The Company and its Board will disclose any Funding Arrangements which would require
disclosure under Listing Rule 3.1.
(c) Without limiting subclause 3.11(b), where a Restricted Person’s Funding Arrangement involves
5% or more of the Company’s shares, the Board and Company Secretary will make appropriate
disclosure to the market of any key terms of the Funding Arrangements.
3.12. Policy on Short Selling
A Restricted Person must not Deal in any Securities of the Company where the Dealing involves the
short selling of Securities in the Company.
3.13. Hedging Transactions
The Corporations Act prohibits Key Management Personnel and a closely related party of Key
Management Personnel from entering into an arrangement if the arrangement would have the effect
of limiting the exposure of the member to risk relating to an element of the members remuneration
that has not vested or has vested but remains subject to a holding lock. Key Management Personnel
of the Company and their closely related parties should not Deal in Securities in the Company which
may infringe this prohibition under the Corporations Act nor should any other Restricted Person
enter into hedging transactions to limit his or her exposure in respect of any unvested entitlement to
Securities he or she receives under any equity based remuneration scheme of the Company.
3.14. What is Inside Information?
Inside Information is Information that is not Generally Available and, if it were Generally Available, a
reasonable person would expect it to have a Material Effect on either the price or the value of the
Company’s Securities.
3.15. When is Information Generally Available?
Information is Generally Available if:
(a) It consists of readily observable matter.
(b) Where the Information has been made known in a manner that would, or would be likely to,
bring it to the attention of persons who commonly invest in Securities, a reasonable period for
it to be disseminated among such persons has elapsed (for example, it has been released to
the ASX or published in an annual report or prospectus).
(c) It may be deduced, inferred or concluded from the Information referred to above.
3.16. What is a Material Effect?
Material Effect, in relation to Inside Information, is where that Information would, or would be likely
to, influence persons who commonly acquire Securities in deciding whether or not to acquire or
dispose of Securities of that nature.
Examples of information, that may have a Material Effect on the price or value of Securities when it
becomes Generally Available, include:
(a) Revenue
(b) Profit forecasts
(c) Inventory levels
(d) Forecasts
(e) Items of major capital expenditure
(f) Borrowings
(g) Liquidity and cashflow information
(h) Management restructuring
(i) Changes in distribution arrangements
(j) Litigation
(k) Impending mergers and acquisitions, reconstructions or takeovers

1035 – Trading Policy Page 7 of 11
Approved by: Board
On: October 2025


(l) Major asset purchases or sales
(m) Exploration results
(n) New product and technology.
3.17. What is Dealing in Securities?
Dealing in Securities means:
(a) Applying for, acquiring or disposing of Securities
(b) Entering into an agreement to apply for, acquire or dispose of Securities
(c) Procuring another person to:
- Apply for, acquire or dispose of Securities; or
- Enter into an agreement to apply for, acquire or dispose of Securities.
4. Accountability
The Board has ultimate accountability for compliance with the Trading Policy.
5. Responsibilities
The Company Secretary (Responsible Person) is responsible for the development, implementation
and ongoing review and oversight of an appropriate Trading Policy Framework.
6. Reporting (to the Approval Body)
The Responsible Person will provide regular and appropriate reporting to the Board (Approval Body)
and will ensure the Approval Body is provided all necessary information to enable them to fulfil its
Accountability.
7. Definitions
In this Trading Policy, unless the context otherwise requires:
Associate has the same meaning as set out in the Corporations Act.
ASX means the Australian Securities Exchange owned and operated by ASX Limited.
Blackout Period means:
(a) For each Financial Year end, the period starting 10 days prior to that Financial Year end and
ending immediately after the close of trading on the Trading Day after the release of the ASX
appendix 4E and full year financial report to ASX.
(b) For each first Half Year, the period starting 10 days prior to that Half Year end and ending
immediately after the close of trading on the Trading Day after the release of the ASX appendix
4D and half year financial report to ASX.
(c) The period commencing from the release of information to the ASX which a reasonable person
would expect to have a Material Effect on either the price or the value of the Company’s
Securities and ending immediately after the close of trading on the Trading Day after the
release of such information to the ASX.
(d) Any other period determined by the Directors in their absolute discretion.
Board means board of Directors.
Business Day means a day, other than a Saturday or Sunday, on which banks are open for general
banking business in Brisbane.
Chairperson means the chairperson of the Board.
Chief Executive Officer means the person (if any) engaged by the Company in the role of the chief
executive officer of the Company.

1035 – Trading Policy Page 8 of 11
Approved by: Board
On: October 2025


Clearance Officer means in respect of each person listed in the first column in the table in clause 3.2,
the corresponding ‘Clearance Officer’ listed in column three of that table.
Company means Michael Hill International Limited ACN 610 937 598.
Company Secretary means a person appointed by the Company to be the company secretary.
Corporations Act means the Corporations Act 2001 (Cth).
Court means the relevant court of law holding jurisdiction over the determination of insider trading
matters under the Corporations Act.
Dealing has the meaning set out in clause 3.17 of this Policy. Deal has the corresponding meaning.
Director means a director of the Company.
Employee means an individual who works for the Company (or its subsidiary) under a contract of
employment.
Financial Year means the financial year of the Company as nominated by the Company, which will
generally be the period commencing on the Monday immediately preceding the first Sunday in July
and concluding on the last Sunday in the following June.
Generally Available has the meaning given in clause 3.15 of this Policy.
Half Year means the half year of the Company as nominated by the Company, which will generally
be: in respect of the first Half Year, the period commencing on the first day of the Financial Year and
ending on the Sunday of week 26 of that Financial Year; and, in respect of the second Half Year, the
period commencing on the Monday of week 27 of the Financial Year and ending on the last day of
the Financial Year.
Information includes:
(a) Matters of supposition and other matters that are insufficiently definite to warrant being made
to the public
(b) Matters relating to the intentions, or likely intentions, of a person.
Inside Information has the meaning given in clause 3.14 of this Policy.
Key Management Personnel has the definition given in the Accounting Standard AASB 124 Related
Party Disclosure
as ‘those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly and indirectly, including any director (whether
executive or otherwise) of that entity’.
Listing Rules means the Official Listing Rules of the ASX as amended or replaced from time to time.
Managing Director means the Director (if any) engaged by the Company in the role of the managing
director of the Company.
Material Effect has the meaning given in clause 3.16 of this Policy.
Permitted Dealings means:
(a) Dealing where the beneficial interest in the relevant Security does not change.
(b) Transfers of Securities in the Company between a Restricted Person and someone closely
related to the Restricted Person (such as a spouse, minor child, family company, family trust or
superannuation fund) or by a Restricted Person to their superannuation fund, in respect of
which prior clearance has been provided in accordance with this Policy.
(c) If the Restricted Person is a trustee of a trust but is not a beneficiary of the trust, trading in the
Company’s Securities by that trust provided any decision to trade during a Blackout Period is
taken by the other trustees or investment manager independently of the Restricted Person.
(d) The exercise of an option or right under an incentive scheme or the conversion of a convertible
security, where the final date for the exercise or conversion falls during a Blackout Period and

1035 – Trading Policy Page 9 of 11
Approved by: Board
On: October 2025


the Restricted Person could not reasonably have been expected to exercise or convert the
Security at a time when it was entitled to, due to the Company having an exceptionally long
Blackout Period or a number of consecutive Blackout Periods.
(e) Bona fide gifts to a Restricted Person by a third party.
(f) A disposal of Securities arising from the acceptance of a takeover offer, scheme of arrangement
or equal access buy-back.
(g) A disposal of rights acquired or an acquisition of Securities in the Company under a pro rata
issue.
(h) An acquisition of Securities in the Company under a security purchase plan or a dividend or
distribution reinvestment plan where:
- The Restricted Person did not commence or amend their participation in the plan during
a Blackout Period.
- The Policy does not permit the Restricted Person to withdraw from the plan during a
Blackout Period other than in exceptional circumstances.
(i) The obtaining by a Director of a share qualification.
(j) Acquiring Securities in the Company under an employee incentive scheme or the cancellation
or surrender of an option or other right under an employee incentive scheme.
(k) Where a Restricted Person is the trustee of an employee incentive scheme, an acquisition of
Securities in the Company by the Restricted Person in his or her capacity as a trustee of the
scheme.
(l) An acquisition or disposal of Securities in the Company under a pre-determined investment or
divestment plan for which prior clearance has been provided in accordance with this Policy
and where:
- The Restricted Person did not enter into or amend the plan during a Blackout Period or
any period where any matter existed which could constitute Inside Information in
relation to the Company.
- The plan does not permit the Restricted Person to exercise any discretion over how,
when, or whether to acquire or dispose of Securities.
- This Policy does not allow a Restricted Person to cancel the plan or cancel or vary their
participation in the plan during a Blackout Period other than in exceptional
circumstances.
(m) Indirect and incidental trading that occurs as a consequence of a Restricted Person dealing in
Securities issued by a managed investment scheme, listed investment company, exchange-
traded fund or similar investment vehicle that is managed by a third party and that happens to
hold as part of its portfolio Securities in the Company.
(n) An involuntary disposal of Securities in the Company that results from a margin lender or
financier exercising its rights under the arrangement.
Procuring means to incite, induce or encourage an act or omission by another person.
Restricted Person means:
(a) Any persons or entities discharging managerial responsibilities for the Company including, but
not limited to:
- The Directors
- The Company Secretary
- Key Management Personnel
- The Executive Management Team and their direct reports
- The Retail General Managers and the Regional Managers
- Any Employee, contractor or consultant who receives regular trading data or information
of the Company (including any summary thereof)
- Any Employee who, depending on their individual circumstances, Chief Executive Officer
(or Managing Director, as applicable) specifies from time to time to be a Restricted
Person

1035 – Trading Policy Page 10 of 11
Approved by: Board
On: October 2025


(b) Other persons specified from time to time by the Chief Executive Officer (or Managing Director,
as applicable)
(c) Any Related Person or Related Entity (or an Associate of a Related Person or Related Entity) of a
person referred in paragraphs (a) and (b) above.
Related Entity of a Restricted Person means an entity which:
(a) The Restricted Person is a director or secretary of; or
(b) The Restricted Person otherwise controls or has a position of influence.
Related Person of a Restricted Person means a parent, spouse or child of the Restricted Person.
Securities means:
(a) Shares
(b) Debentures
(c) Legal or equitable interests in a security covered by paragraph (a) or paragraph (b) above
(d) Options to acquire, by way of issue, a security covered by paragraph (a) or paragraph (b)
above
(e) Rights (whether existing or future and whether contingent or not) to acquire, by way of issue,
the following under a rights issue:
- A security covered by paragraph (a) or paragraph (b) above; or
- An interest or right covered by section 764A(1)(b) or section 764A(1)(ba) of the
Corporations Act.
Substantial Holding has the meaning given in section 9 of the Corporations Act (which, at the date of
adoption of this Policy, includes where a person or entity (and their associates) has total votes
attached to voting shares in the Company representing 5% or more of the total number of votes
attaching to voting shares in the Company).
Third Party Listed Entity means any company, other than the Company, which is listed on the ASX or
other recognised exchange or otherwise has Securities which are traded in an open market.
Trading Day has the meaning given in the Listed Rules.

1035 – Trading Policy Page 11 of 11
Approved by: Board
On: October 2025




Note: Additional disclosure may be required under the Listing Rules (for example if the Listing Rules
require disclosure of all clearances) and the Corporations Act (for example if the person is a
substantial shareholder).
8. Review
This Policy shall be reviewed every two years, by the Board.
9. Relevant legislation
This Policy considers the following laws and regulations:
(a)
Corporations Act 2001 (Cth);
(b) Listing Rules of the Australian Securities Exchange (ASX)
10. Policy information
Date approved: 24 October 2025
Responsible department: Company Secretariat
Version number: 4.0
Next review date: November 2027
Approval body: Board
Related policies, procedures and forms Not applicable
Linkage to RJC COPs Not applicable
Policy classification Compliance


Clearance to deal flowchart
Do you
have inside
information
?
Is it a
permitted
dealing?
Are you a
Director?
START
Contact Clearance
Officer and make a
written request for
a clearance to
Deal
As soon as you
have dealt, notify
Company
Secretary
Company
Secretary arrange
ASX
announcement
You must not
deal
Have you
received
clearance to
deal within
2 business
days?
No further action
required
You must deal as soon as possiblewithin a non-prohibited period, and
within 5 business days earlier of receipt of the commencement of the
non-p
rohibited period or receipt of the
clearance to deal
NoYes
No
END
Yes
No
Yes