What did Michael Hill International Limited announce?

Michael Hill International Limited (NZX: MHJ) filed “Annual Report to Shareholders” with NZX on 22 September 2026, as an annual report announcement.

From the announcement:“Certain statements in this report constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the anticipated or planned financial and operational performance of Michael Hill International Limited and its related bodies corporate (the Group).”
When was it filed?
22 September 2026
Where is the original?
NZX announcement
Michael Hill International Limited logo

Annual Report to Shareholders

Annual Report22 September 2026MHJConsumer Discretionary

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

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

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

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

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

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

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

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

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

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

fact. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Group’s actual results,

performance, operations or achievements or industry results, to differ materially from any future results, performance, operations or achievements expressed or

implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: global and local economic conditions;

changes in market trends and end-consumer preferences; fluctuations in the prices of raw materials, currency exchange rates, and interest rates; the Group’s plans

or objectives for future operations or products, including the ability to introduce new jewellery and non-jewellery products; the ability to expand in existing and new

markets and risks associated with doing business globally and, in particular, in emerging markets; competition from local, national and international companies

in the markets in which the Group operates; the protection and strengthening of the Group’s intellectual property rights, including patents and trademarks; the

future adequacy of the Group’s current warehousing, logistics and information technology operations; changes in laws and regulations or any interpretation

thereof, applicable to the Group’s business; increases to the Group’s effective tax rate or other harm to the Group’s business as a result of governmental review of

the Group’s transfer pricing policies, conflicting taxation claims or changes in tax laws; and other factors referenced to in this report. Should one or more of these

risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, the Company’s actual financial condition, cash flows or results of

operations could differ materially from that described herein as anticipated, believed, estimated or expected. Accordingly, you are cautioned not to place undue

reliance on any forward-looking statements, as there can be no assurance the actual outcomes will not differ materially from the forward-looking statements in

this report. Except as required by applicable laws or regulations (including the ASX Listing Rules), the Group does not intend, and does not assume any obligation,

to update any forward-looking statements contained herein. All subsequent written and oral forward-looking statements attributable to us or to persons acting

on the Group’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this report.

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

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

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

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

The Directors are pleased to present the

Annual Report of Michael Hill International

Limited and its subsidiaries for the

financial year ended 28 June 2026.

4 COMPANY PROFILE

6 LETTER FROM THE CHAIR

8 CEO'S MESSAGE

10 PERFORMANCE HIGHLIGHTS

11 KEY FACTS

12 PERFORMANCE

14 TREND STATEMENT

16 SUSTAINABILITY SNAPSHOT

17 GROUP 2030 SUSTAINABILITY STRATEGY

18 EXECUTIVE LEADERSHIP TEAM

21 DIRECTORS’ REPORT

27 INFORMATION ON DIRECTORS

33 AUDITED REMUNERATION REPORT

47 ADDITIONAL STATUTORY INFORMATION

52 FINANCIAL STATEMENTS

96 CONSOLIDATED ENTITY DISCLOSURE STATEMENT

97 DIRECTORS’ DECLARATION

106 SUSTAINABILITY REPORT

122 DIRECTORS’ DECLARATION

128 ADDITIONAL SHAREHOLDER INFORMATION

130 CORPORATE DIRECTORY

CONTENTS

Around the world, the Group employs over 3,200 employees
across retail sales, manufacturing and corporate roles. As at

28 June 2026, the Group operates 157 stores in Australia,

43 in New Zealand and 81 stores in Canada.

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

the Michael Hill Group is dedicated to offering quality

jewellery and service for our customers to celebrate the key

moments in their lives.

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

sustainable and ethically responsible business, protecting our

eco-system and contributing to the communities we serve in

meaningful ways, for generations to come.

Information on our corporate governance policies and

practices, including our Corporate Governance Statement,

is available on our Investor Centre website at

investor.michaelhill.com.

COMPANY

PROFILE

The first Michael Hill store opened in 1979 when Sir Michael

Hill and his wife, Lady Christine Hill launched their unique

retail jewellery formula in Whangarei, on the North Island

of New Zealand.

With engaging store designs, a product range devoted to

attainable fine jewellery with a high concentration of diamonds,

and the clever use of high impact advertising, Michael Hill

rapidly gained popularity and rose to national prominence.

In 2016, the Company moved its primary stock exchange

listing to the Australian Securities Exchange and maintains

a secondary listing on the New Zealand Stock Exchange

(ASX/NZX: MHJ).

The Michael Hill brand is defined by everyday modern luxury,

beautiful, quality jewellery that people can feel confident

wearing, giving and celebrating with. Complementing this,

the Bevilles brand, acquired in June 2023, anchors the

Group's presence at the value end of the market. Together,

the two core brands enable the Michael Hill Group to serve

customers across the fine jewellery category.


THE MICHAEL HILL GROUP IS A LEADING INTERNATIONAL FINE JEWELLERY RETAILER, WITH

A FOCUSED TWO-BRAND PORTFOLIO, OPERATING ECOMMERCE SITES AND A NETWORK OF

OVER 280 STORES ACROSS AUSTRALIA, NEW ZEALAND AND CANADA.

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ANNUAL REPORT 2026

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

"Everybody deserves to

wear quality jewellery


and feel special wearing

it, along with feeling

welcomed when they


go shopping."

Sir Michael Hill

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

specific execution. We see attractive opportunities in Canada,

across our existing Australian and New Zealand networks, in

digital and omni-channel retail, and in personalised, custom

and bespoke jewellery.

Bevilles has also made encouraging progress. The focus is

straightforward: deliver a compelling value proposition,

move faster through inventory and operate with greater

simplicity and discipline. There is more work to do, but the

brand is regaining momentum and has a clear role within the

Group.

Technology, data and artificial intelligence will help us make

better decisions, from planning and inventory allocation

to customer engagement and frontline support. These

capabilities are not an end in themselves. Used well, they will

help our people spend more time doing what matters most:

serving customers and creating outstanding experiences.

DIVIDEND RESTORED

Restoring the dividend reflects our commitment to delivering

sustainable returns to shareholders over time. The final

dividend of AU2.0 cents per share has been enabled by a

materially stronger balance sheet and improved operating

performance. That momentum has continued into the early

weeks of FY27.

The restoration of the dividend does not change the

discipline with which we manage capital. It reflects the

progress of the turnaround and the confidence that comes

from a stronger balance sheet, while preserving the capacity

to invest in the business and respond to changing conditions.

This balanced approach is essential to delivering sustainable

returns to shareholders over time.

A PERSONAL REFLECTION

This is my final letter to shareholders as Chair. I have served

Michael Hill as a director since 2014 and as Chair since June

2021. It has been a privilege to represent all of Michael

Hill’s shareholders during this time and to have worked

alongside the Hill family, my fellow directors, management

teams and the thousands of people who have helped shape

this remarkable business.

LETTER FROM

THE CHAIR

DEAR SHAREHOLDERS

FY26 marked an important turning point for Michael Hill.

After a challenging period for the business and the broader

retail sector, we have seen encouraging progress: sales

momentum has returned across our markets, profitability

and cash generation have improved, and the business is on

a stronger footing. From my perspective, whilst still at the

early stages of our business reset, the work undertaken

to simplify the business and sharpen execution is now

beginning to be reflected in our financial results.

The operating environment remains volatile. Cost-of-living

pressures continue to shape discretionary spending, while

interest rates, currency movements and commodity prices

remain variable across our markets. Ongoing conflict

and geopolitical tension have added further uncertainty

to energy costs, inflation and consumer sentiment. For a

global jewellery retailer, the near doubling of the gold price

over the past two years, the rapid evolution of laboratory-

grown diamonds and the accelerating impact of technology

reinforces the need to remain close to our customers and

agile in how we respond and adapt.

Against this backdrop, the challenge is to be decisive about

the future we are building while remaining flexible about

how we get there. Michael Hill is entering its next phase

with a clearer focus, a simpler operating model and a

determination to adapt quickly as conditions evolve.

FOCUSING ON WHAT MATTERS MOST

During FY26, we simplified the Group to focus on the two

brands where we see the greatest opportunity to create

value for our customers and shareholders: Michael Hill

and Bevilles. This has brought greater clarity, stronger

accountability and a more disciplined use of resources.

For Michael Hill, our ambition is to make modern luxury

accessible. The brand has almost five decades of heritage in

quality, creativity, service and trust. The opportunity now is

to build on those strengths by growing our customer base,

deepening relationships and ensuring every interaction feels

relevant, distinctive and personal. Our teams have sharpened

product curation, pricing, promotional discipline and market-

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

I am particularly grateful to Sir Michael, Lady Christine and

the Hill family for their support, friendship and stewardship.

The passing of Sir Michael Hill last year was a profound

loss to all of us within the broader Michael Hill community.

His entrepreneurial courage, creativity and instinctive

understanding of customers created the business that we

are privileged to serve today and his legacy endures in

our culture, our commitment to quality and design, and in

the belief that jewellery should help people celebrate the

moments that matter most. I, along with many of our team,

have cherished Michael’s mentorship, insights and relentless

challenge to set ambitious goals in business and life.

My intention had been to conclude my tenure mid-2025.

Given the significant changes facing the Group last year, I

agreed to remain longer to support continuity, oversee the

appointment of our new Chief Executive Officer and help

prepare the Company for its next chapter. There is no more

important decision a Board makes than the selection of the

CEO and I am delighted that we were able to attract Jonathan

Waecker to the role and the impact he is already making.

He has brought clarity, pace and strong retail discipline to

the organisation, and I have great confidence in him and the

leadership team he has assembled.

I am equally confident in Claudia Batten, who will succeed

me as Chair on 28 November 2026. Claudia brings strategic

insight, international and digital experience, energy, vision

and strong governance capability. We have worked closely

together in preparation for this handover, and I am confident

that she and Jonathan will form an outstanding leadership

partnership.

The appointments of Karen Bozic and Mark Bayliss further

strengthen the Company for the future. Karen brings deep

retail, consumer, transformation and operational experience,

while Mark contributes extensive audit, risk, governance and

turnaround expertise.

LOOKING AHEAD

We begin FY27 with a clearer strategy, stronger capabilities

and encouraging momentum. There will undoubtedly be

further uncertainty, but our priorities are well understood:

improve the productivity of our existing network, diversify

growth across markets and channels, strengthen gross profit

and deliver sustainable operating leverage.

Michael Hill was built on the belief that everyone deserves

to wear quality jewellery and feel special. With a committed

team, a revitalised strategy and strong new leadership, I

believe the Company is well placed to honour that heritage

and ensure a successful future.

Thank you for your continued support.

Regards,

Rob Fyfe

Chair

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ANNUAL REPORT 2026

CEO'S

MESSAGE

listening, to customers and to our team, got us there. The

first half was challenging, but the second half demonstrated

meaningful progress. It's still early in the reset, but we're

encouraged by the momentum that's building.

THE FY26 RESULTS DEMONSTRATE OUR TURNAROUND

STRATEGY IS WORKING

Sales grew in every market, comparable EBIT is up 57%, and

we've strengthened the balance sheet, restored the dividend,

and made progress against every one of our growth engines.

Canada delivered another record year, with same store sales

up 7.0% on a constant currency basis, and online sales up

22%. Australia saw same store sales grow 4.8%, and New

Zealand accelerated through the second half to finish the

year with same store sales up 3.6% on a constant currency

basis. Group revenue reached a record $655.7 million, and

comparable EBIT increased 57% to $24.0 million, on the

back of stronger sales, resilient margins despite gold trading

at record highs, and tighter cost control. Net debt came

down from $41.9 million to $5.5 million, and inventory

reduced while its productivity improved 13%.

We also made real progress against our growth engines.

Online is now by far our largest store in the Michael Hill

brand, up 10% for the year in constant currency. We're

partnering with Impact Analytics to bring AI into how we

forecast demand and plan inventory, and our own Retail

Assist tool, built in-house, now handles more than half of all

retail support enquiries, freeing our teams to spend more

time with customers.

THE PEOPLE BEHIND THE TURNAROUND

I want to thank our teams in our stores, our support offices,

and our distribution centres for the way they've come through

a year of real change. This turnaround belongs to them.

We're not even a full year into this reset, and there's plenty more

to do. But the direction is clear, our teams are energised, and I'm

genuinely excited about what comes next for Michael Hill.

Jonathan Waecker

Chief Executive Officer

FOLLOWING A YEAR OF SIGNIFICANT

CHANGE, I'M PROUD TO REPORT THAT

MICHAEL HILL DELIVERED A STRONG

TURNAROUND IN FY26, WITH RECORD

GROUP REVENUE, COMPARABLE EBIT

UP 57%, AND THE RESTORATION OF

DIVIDENDS TO OUR SHAREHOLDERS.

A NEW LEADERSHIP TEAM, IN PLACE

AND DRIVING THE RESET

We're focused on excellent retail fundamentals: listening to

our customers, and listening to our people. That starts with

a simple belief Michael Hill was founded on, that everyone

deserves to wear quality jewellery, to feel special wearing it,

and to feel genuinely welcome when they walk into one of

our stores. This year, we got back to that by focusing on what

has always made Michael Hill different: everyday modern

luxury, jewellery people can feel confident wearing, giving

and celebrating with, backed by the warmth of our New

Zealand heritage.

A SIMPLER BUSINESS

Following a strategic simplification of the brand portfolio,

we returned our focus to where it belongs, on profitably

growing Michael Hill. We simplified the business down to

two core brands, Michael Hill and Bevilles, so we could put

our full energy behind the ones that matter most.

A RENEWED FOCUS ON EXECUTION

We sharpened product curation and personalised ranges,

and tailored our go-to-market by market, recognising that

Australia, New Zealand and Canada are each different.

We clarified our price architecture, improved promotional

discipline, and strengthened the customer experience in

every store. It's not the kind of work that makes headlines,

but it's the work that compounds, and it's a meaningful part

of why the numbers moved the way they did this year.

THE BEVILLES RESET IS UNDERWAY

AND GAINING TRACTION

Same store sales, margin, and gross profit dollars all grew

year on year in the second half. New leadership, a clear

focus on the value segment, and a genuine commitment to

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PERFORMANCE
HIGHLIGHTS

OPERATIONAL PERFORMANCE

KEY FINANCIAL PERFORMANCE

Simplified brand portfolio

Michael Hill refocused as the

core growth engine.

Bevilles reset gaining traction

Same store sales, margin and

gross profit dollars all grew

year-on-year in H2.

Sharper execution

Curated ranges, clearer price

architecture and stronger

promotional discipline.

New leadership team in place

Focused on retail fundamentals,

customers and our people.

$656M

Group revenue was

Up 4.1%

1

60.5%

Group margin

4

Flat to prior year

$10.0M

Statutory NPAT

Up 376% on prior year

Same store

sales

1

,

3


+5.2%

Canada

1

,

3


+7.0%

Australia

3

+4.8%

New Zealand

1

,

3

+3.6%

$24.0M

Comparable EBIT

2

Up 57% on prior year

$5.5M

Net Debt

Down $36.3m

on prior year

2 cents

Final Dividend

Compared to nil

in prior year

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ANNUAL REPORT 2026

NOTES:

¹ On a constant currency basis.

² Comparable EBIT is an unaudited non-IFRS measure prepared on a normalised basis.

³ Same store sales reflect sales through store and online channels on a comparable trading day basis and are unaudited.

⁴ Excludes relevant one-off normalisations.

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ANNUAL REPORT 2026

KEY FACTS

TRADING RESULTS

%

Change

2026

$000’s

2025

$000’s

Group revenue1.9655,679643,655

Gross profit1.8396,341389,438

Comparable earnings

before interest and tax

Comparable (EBIT)*

56.724,04315,345

Net profit before tax

(NPBT)

706.817,6922,193

Net profit after tax

( N PAT )

376.19,9952,099

Net cash inflow from

operating activities

80.099,12555,071

FINANCIAL POSITION

%

Change

2026

$000’s

2025

$000’s

Contributed equity

(384,842,602

ordinary shares)

0.112,85812,850

Total equity1.5173,116170,619

Total assets(6.4)485,231518,395

Net (debt)/cash(86.8)(5,539)(41,852)

Capital expenditure40.014,18110,130

KEY RATIOS

20262025

Return on average shareholders

funds

5.8%1.2%

Gross margin **60.5%60.5%

Interest expense cover (times)2.31.1

Equity ratio35.7%32.9%

Working capital ratio2.8 : 13.5 : 1

Current ratio1.6 : 11.8 : 1

DIVIDENDS

20262025

Per Ordinary Share AU2.00c -

Times covered by net profit after

tax (paid / declared relating to

the year)

1.30 -

KEY INVESTOR RATIOS

20262025

Basic earnings per share2.60c0.55c

Diluted earnings per share2.52c0.53c

EBIT to sales4.7%2.9%

Return on average total assets2.0%0.4%

SEGMENT REVENUE GROWTH (LC)

20262025

Australia2.5%1.4%

New Zealand3.1%-5.0%

Canada7.3%3.4%

Group1.9%-0.2%

STORE NUMBERS

20262025

Australia

1

157 160

Canada 81 82

New Zealand 43 45

Total stores 281 287

SHARE PRICE AT YEAR END

20262025

Share price (ASX)AUD 0.33AUD 0.42

1

Includes 36 Bevilles stores (FY25 includes 37 Bevilles stores).

* Comparable EBIT is an unaudited non-IFRS measure, prepared on a normalised basis.

Refer to page 26 for an explanation of Comparable EBIT and a reconciliation to the statutory result.

** Excludes relevant one-off normalisations.

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ANNUAL REPORT 2026

2024

2025

2026


PERFORMANCE

YEAR ENDED 28 JUNE 2026

REVENUE BY COUNTRY

NEW ZEALAND

14.8%

AUSTRALIA

56.7%

CANADA

28.4%

AU$ MILLIONS

GROUP REVENUE

644.9

595.2

629.6

643.7

2025

2024

2023

2022

%

GROSS MARGIN**

60.6

64.7

64.2

60.5

2025

2024

2023

2022

AU$ MILLIONS

%

DIGITAL SALES

RETURN ON

AVERAGE ASSETS

47.9

(0.1)

41.9

9.3

41.3

6.7

50.9

0.4

2025

2024

2023

2023

2022

2022

AU$ MILLIONS

EBITDA

84.4

82.2

94.1

125.2

116.6

2026

2025

2024

2023

2022

AU$ MILLIONS

INVENTORY

195.8

189.7

181.5

203.3

199.1

2026*

2025*

2024*

2023*

2022

AU$ MILLIONS

COMPARABLE EBIT

15.9

62.9

58.9

15.3

24.0

2025

2026

2024

2023

2022

AU CENTS PER SHARE

ORDINARY DIVIDEND

1.75

0.0

2.0

7.5

7.5

2024

2026

2023

2022

AU$ MILLIONS

NET PROFIT FROM

OPERATING ACTIVITIES

AFTER TAX

10.0

46.7

35.2

(0.5)

2.1

2026

2025

2025

2024

2023

2022

%

(0.3)

25.3

18.3

1.2

2025

2024

2026

2023

RETURN ON AVERAGE

SHAREHOLDERS’ FUNDS

2022

*Includes Bevilles inventory

** Excludes relevant one-off normalisations

655.7

2026

5.8

57.0

2.0

2026

60.5

2026

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TREND STATEMENT

FINANCIAL PERFORMANCE (AUD)

2026

$’000

2025

$’000

2024

$’000

2023

$’000

2022

$’000

Group revenue 655,679 643,655 644,929 629,562 595,210

Earnings before interest, tax, depreciation and

amortisation (EBITDA)

94,108 84,392 82,241 116,607 125,180

Depreciation and amortisation 63,006 65,536 68,013 57,724 51,944

Earnings before interest and tax (EBIT) 31,102 18,856 14,228 58,883 73,236

Net interest paid 13,409 16,663 14,596 9,136 7,533

Net profit before tax (NPBT) 17,692 2,193 (368) 49,747 65,703

Income tax (7,697) (94) 111 14,565 18,991

Net profit after tax (NPAT) 9,995 2,099 (479) 35,182 46,712

Net operating cash flow99,125 55,071 37,773 80,072 111,574

Ordinary dividends paid during the year - - 20,915 30,719 25,239

FINANCIAL POSITION (AUD)

2026

$’000

2025

$’000

2024

$’000

2023

$’000

2022

$’000

Cash 14,461 10,248 20,174 20,867 95,844

Inventories 189,742 199,099 195,785 203,260 181,539

Other current assets 24,100 28,727 23,640 20,735 14,749

Total current assets 228,303 238,074 239,599 244,862 292,132

Other non-current assets 52,717 54,477 61,347 59,546 42,121

Deferred tax assets 53,149 56,911 52,507 49,118 58,552

Total tangible assets 334,169 349,462 353,453 353,526 392,805

Right-of-use assets 109,800 121,470 133,988 139,052 107,385

Intangible assets 22,039 28,240 38,580 36,215 10,989

Goodwill 19,223 19,223 19,223 17,695 -

Total assets 485,231 518,395 545,244 546,488 511,179

Total current liabilities 142,999 135,566 145,042 155,001 158,596

Non-current borrowings 20,000 52,100 58,900 12,500 -

Lease liabilities 126,469 141,385 114,303 117,518 91,386

Other long term liabilities 22,647 18,725 60,118 72,854 66,102

Total liabilities 312,115 347,776 378,363 357,873 316,084

Net assets 173,116 170,619 166,881 188,615 195,095

Reserves and retained profits 160,258 157,769 154,118 177,503 183,707

Paid up capital 12,858 12,850 12,763 11,112 11,388

Total shareholder equity 173,116 170,619 166,881 188,615 195,095

Basic earnings per share2.60c0.55c(0.12c)9.20c12.03c

Diluted earnings per share2.52c0.53c(0.12c)9.00c11.86c

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

Dividends declared per share (final) AU2.00c - - AU3.5c AU4.0c

Net tangible asset backing$0.34 $0.32 $0.28 $0.35 $0.47

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ANALYTICAL INFORMATION (AUD)20262025202420232022

EBITDA to sales14.4%13.1%12.8%18.5%21.0%

EBIT to sales4.7%2.9%2.2%9.4%12.3%

Net profit after tax to sales1.5%0.3%(0.1%)5.6%7.8%

EBIT to total assets6.4%3.6%2.6%10.8%14.3%

Return on average shareholders funds5.8%1.2%(0.3%)18.3%25.3%

Return on average total assets2.0%0.4%(0.1%)6.7%9.3%

Working capital ratio 2.8 : 1 3.5 : 1 3.5 : 1 3.4 : 1 3.7 : 1

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

EBIT interest expense cover2.31.11.05.99.7

Effective tax rate43.5%4.3%30.2%29.3%28.9%

Net borrowings to equity3.2%24.5%23.2%(4.4%)(49.1%)

Equity ratio35.7%32.9%30.6%34.5%38.2%

Shares issued at year end excl Treasury 384,842,602 384,819,276 384,623,963 379,688,884 388,285,374

Exchange rate for translating:

- New Zealand results1.16 1.11 1.09 1.09 1.06

- Canadian results 0.94 0.89 0.92 0.90 0.92

STORE NUMBERS20262025202420232022

Australia 157 160 171 172 147

Canada 81 82 85 86 85

New Zealand 43 45 44 46 48

TOTAL STORES 281 287 300 304 280

"This year, we returned to the fundamentals of our business: putting

customers first, simplifying how we operate, and focusing on quality

jewellery that people can wear and give with confidence. These changes

have strengthened performance across the Group, with sales growth in

every market, improved profitability and the restoration of dividends

for shareholders. While there is more work ahead, FY26 represents an

important step in our turnaround, and I am proud of what our team has

achieved through a year of significant change."


JONATHAN WAECKER

Chief Executive Officer

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CIRCULARITY

The Group continues to advance jewellery circularity through

our Re:Cycle and Re:Store programs. Re:Cycle enables

customers to return gold jewellery for recycling into the

precious metals supply chain. Re:Store helps extend the life of

jewellery through repair services, including non-Group pieces.

In FY26, we completed 311,857 repairs and services

across Michael Hill and Bevilles, supporting a more circular

approach to jewellery ownership. Repairs of non-Michael

Hill jewellery increased by more than 210% year-on-year,

enabling more customers to restore and continue wearing

existing jewellery. Strong product quality and proactive

maintenance services continued to support product

longevity, reinforcing our commitment to craftsmanship,

durability and responsible consumption.

RESPONSIBLE SUPPLIERS

The Group continued to advance its Responsible Suppliers

goal across both jewellery and non-jewellery supplier

categories. During FY26, we refined and expanded the

globally recognised standards used to support responsible

sourcing and promote greater transparency across our

supply chain. These standards help uphold ethical labour

practices, safe working conditions and environmental

sustainability. At year end, ~90% of jewellery suppliers,

representing 99.7% of jewellery supplier spend, met our

responsible sourcing expectations.

GREAT PLACE TO WORK

The Group maintained its position as a highly engaged

workplace, with workforce engagement increasing to 84%

during FY26. We continued to strengthen our people

capability through leadership development programs,

enhanced performance development and initiatives designed

to support employee growth and success.

Elodie Guillaumond

Chief Financial Officer

AT MICHAEL HILL GROUP, WE ARE

COMMITTED TO CONTINUALLY IMPROVING

HOW WE SOURCE AND MAKE OUR

PRODUCTS, REDUCE OUR IMPACT

ON THE PLANET AND CONTRIBUTE

MEANINGFULLY TO THE COMMUNITIES

IN WHICH WE OPERATE. WE AIM TO

MOVE OUR BUSINESS TOWARDS A

MORE SUSTAINABLE, INNOVATIVE AND

RESPONSIBLE FUTURE.

ESG REPORTING

This year we have published our first mandatory climate-

related disclosure report in accordance with the Australian

Sustainability Reporting Standard AASB S2. The report sets

out the Group’s governance, risk management processes,

strategy, metrics and targets used to oversee and manage

climate-related risks and opportunities. The Sustainability

Report can be found on pages 106 to 122 of this Annual

Report.

THE MICHAEL HILL FOUNDATION

During FY26, the Group continued to support our

commitment to empowering women and nature restoration

through the Michael Hill Foundation. Under the empowering

women initiative, the Foundation continued its partnerships

with The Salvation Army, Women’s Refuge, The Period Purse

and the Collective Good Foundation, supporting women’s

safety, economic opportunity, health and hygiene. Continuing

our nature restoration work, we launched our partnership

with Veritree in October 2025, replacing our previous

tree planting partner. Through Veritree we have planted

over 167,000 trees during FY26. These efforts support

reforestation projects in Canada, New Zealand and Australia,

helping restore ecosystems, support wildlife and engage

local communities.

NET ZERO SCOPE 1 AND SCOPE 2 EMISSIONS

The Group achieved its net zero Scope 1 and 2 emissions

target at the end of 2025 and maintained this position

throughout FY26. 100% of the Group’s electricity usage

across all stores and corporate sites was matched with

electricity produced from certified renewable sources.

Certified carbon credits were purchased to offset the

small amount of residual operating emissions not related

to electricity use. Further details are provided in the

Sustainability Report on pages 106 to 122.

SUSTAINABILITY

SNAPSHOT

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RESPONSIBLE SUPPLIERS

100% of all suppliers meet our expectations on

their social and environmental impacts by 2030

EMPOWERING WOMEN

We will deliver initiatives and develop partnerships

focused on empowering and supporting women

from 2024

GREAT PLACE TO WORK

We will maintain a leading workforce engagement

score of greater than 80% from 2024

CONFLICT FREE

We will only use conflict free natural diamonds sourced

in accordance with the Kimberly Process and precious

metals sourced in accordance with the OECD Due

Diligence Guidance in our jewellery products by 2027

CIRCULARITY

We will increase precious metals circularity by

using recycled precious metals in our products

and operating circularity programs by 2027

LOWER IMPACT GEMSTONES

We will increase our offering of jewellery products made

with lower impact gemstones from sustainable

lab-grown or other responsible sources by 2027

ZERO CARBON OPERATIONS

We will achieve net

zero carbon operations (scopes 1 & 2) by 2025

NATURE POSITIVE

We will contribute to the restoration and

conservation of the natural environment from 2024

ELIMINATE WASTE

We will send zero waste to landfill and eliminate

single use plastic from our packaging by 2027

PRODUCT

100% OF OUR PRODUCTS

WILL BE SUSTAINABLE,

RESPONSIBLE OR CIRCULAR

PLANET

WE WILL NURTURE

NATURE AND REDUCE

OUR NEGATIVE IMPACTS

TO NET ZERO

PEOPLE

WE WILL IMPROVE THE

LIVES OF PEOPLE ACROSS

OUR VALUE CHAIN

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GROUP 2030

SUSTAINABILITY STRATEGY

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Her experience spans leading finance transformation

programs, improving operational efficiency and margin

performance, and supporting disciplined capital allocation.

Elodie brings strong commercial acumen, a collaborative

leadership style, and a deep focus on sustainable value

creation to support Michael Hill’s long-term growth

and profitability.

TONIA ZEHRER

CHIEF PRODUCT OFFICER

Tonia Zehrer is a globally

experienced product and retail

executive with a distinguished

career spanning jewellery,

fashion, and large-scale consumer

businesses. She joined Michael

Hill as Chief Product Officer in

January 2026, bringing deep expertise in product strategy,

merchandising, brand, and customer-led innovation

developed across some of the world’s most established

retail organisations.

Tonia has held senior leadership roles across global and

multi-brand retailers, most notably as Senior Vice President

and Chief Merchandising Officer at Signet Jewelers, the

world’s largest retailer of diamond jewellery, where she

led enterprise-wide product and merchandising strategies

across multiple brands and markets. Earlier in her career,

she held executive and senior leadership positions in the

US, Africa and Europe, including at Sears Holdings and

Edgars Department Stores, building a strong reputation

for shaping differentiated assortments, driving commercial

performance, and translating consumer insight into

compelling product experiences.

She is recognised for combining creative vision with

analytical rigour, delivering product portfolios that are

both emotionally resonant and commercially disciplined.

Tonia’s leadership style is grounded in collaboration,

craftsmanship, and innovation, with a focus on evolving

product relevance for modern consumers while honouring

brand heritage – capabilities that strongly support Michael

Hill’s strategic direction and long-term growth ambitions.

EXECUTIVE

LEADERSHIP TEAM

JONATHAN WAECKER

CHIEF EXECUTIVE OFFICER

Jonathan Waecker is a globally

experienced executive with a

proven track record in retail,

brand, digital, customer

experience, and business

transformation. He joined Michael

Hill as Chief Executive Officer in August 2025, bringing

deep commercial and consumer expertise developed at

some of the world’s most recognisable brands.

Jonathan has held senior leadership roles across retail and

consumer industries, most recently as Chief Customer &

Sales Officer at The Warehouse Group in New Zealand.

Earlier in his career, he held global executive positions at

The Walt Disney Company and Yahoo, where he led large-

scale teams across brand, digital, and customer innovation.

He is recognised for delivering transformational growth,

building customer-centric cultures, and leading complex

organisations through change. His recent work has focused

on helping retailers unlock new value through technology,

data, and media partnerships. Jonathan is widely regarded

for his commercial acumen, digital expertise, and customer-

focused leadership approach, aligning strongly with

Michael Hill’s strategic priorities and future opportunities.

ELODIE GUILLAUMOND

CHIEF FINANCIAL OFFICER

Elodie Guillaumond joined

Michael Hill as Chief Financial

Officer in February 2026. She

is a highly accomplished global

finance executive with more than

20 years’ experience across listed

and private sector organisations in

Australia and internationally.

Elodie began her career with PwC as an Auditor, where

she built a strong foundation in financial controls, risk

management and governance frameworks. She has since

held senior leadership roles with Ampol Australia, Amart

Furniture, Coles Supermarkets and British American

Tobacco. She has delivered strategic financial leadership,

transformation and strong governance across complex,

consumer-focused businesses.

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a Financial Accountant, and also gained solid shop floor

experience during his tenure.

Matt has strong technical skills and a track record of

developing an effective team focused on business alignment.

Matt’s career has seen him lead significant technology and

infrastructure programs, covering Microsoft Dynamics, Infor,

Oracle and JDE. He has helped retail businesses implement

and embrace data warehousing, with his first Microsoft-

based implementation as far back as 2004. The Michael

Hill advanced data warehouse went live in 2016, and his

team continually evolve our data platforms to align with the

strategic shifts across the business.

TABITHA PEARSON

CHIEF PEOPLE OFFICER

Tabitha Pearson joined Michael

Hill in May 2024 as Chief

People Officer.

With 30 years’ experience in

people and culture across a

number of ASX-listed companies,

including Bunnings, Super Retail Group, Myer and G8

Education, Tabitha’s strength lies in her commercial and

people-driven approach. She is experienced in leading large

and diverse teams, integrating large-scale acquisitions, and

implementing modern people and culture strategies. She

has a focus on building capability and talent, while driving a

strong performance culture in organisations.

With a workforce of ~3,000 people across Australia,

New Zealand and Canada, Tabitha’s experience leads the

Company’s strategic priority of attracting, retaining and

developing top quality teams across the group.

Tabitha holds a Bachelor of Arts in Psychology and a Post

Graduate Diploma in Human Resources and

Industrial Relations.

JO FEENEY

CHIEF MARKETING OFFICER

Jo Feeney joined Michael Hill in

March 2021 as Chief Marketing

Officer to lead the revitalisation

and growth of the company’s brand,

delivering end-to-end marketing

strategies in an omnichannel

environment. Jo is responsible for shaping the company’s

messaging, delivering an outstanding experience to the

Michael Hill customer across both digital and traditional

marketing channels and leading the vision for a world-class

loyalty program.

Jo brings with her over 20 years’ experience in both local and

global organisations (including Woolworths, Telstra, Foxtel and

McDonald’s), specialising in strategic brand building, end-to-end

marketing communications and driving key customer growth

strategies across channels. In her most recent role as Director

of Marketing at McDonald’s Australia, she was responsible for

marketing, brand and media strategies and driving commercial

growth through innovation and reimagination of the brand.

Jo is also a recognised leader in creativity – winning multiple

awards both locally and internationally. She brings a fresh

approach to driving the future growth of the brand through a

lens of commercial creativity.

Jo left the Group in August 2026 and we thank her for her

dedication and support during her tenure.

MATT KEAYS

CHIEF TECHNOLOGY OFFICER

Matt Keays joined Michael Hill

in June 2015, bringing with

him extensive international IT

experience in the retail space.

Prior to joining the company,

Matt led the global IT strategy

for Forever New as their General Manager Information

Technology, and prior to that worked as Chief Information

Officer for Super Amart, where his final project was

successfully leading a full-scale disaster recovery process

after the Queensland floods in 2011. He also worked for

leading national footwear and apparel company, Colorado

Group, after enjoying his long retail apprenticeship with

11 years at Country Road, where he worked initially as

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KEY FINANCIAL RESULTS

• Group revenue reached a record $655.7m (FY25:

$643.7m), up +1.9% on prior year, and up +4.1% on a

constant currency basis.

• Same store sales

1

(SSS) growth of +3.0% on prior year,

and +5.2% on a constant currency basis with the first

half momentum continuing through the second half:

‐Canada delivered another record performance, with

SSS up +7.0% on prior year.

‐Australia delivered a strong performance, with SSS up

+4.8% on prior year.

‐ New Zealand delivered a marked acceleration from Q2,

with SSS up +3.6% on prior year.

• Online sales grew to 8.7% of total sales.

• Gross margin

2

held flat at 60.5%, demonstrating

the Group's ability to offset elevated precious

metal costs while consumers continue to navigate

cost-of-living pressures.

• Cost of Doing Business

3

% (CODB) as a percentage of

revenue is down 70 bps to 57.1% (FY25: 57.8%).

• Comparable Earnings Before Interest and Tax (EBIT)

4

of

$24.0m (FY25: $15.3m), up 57% on prior year.

• Statutory Net Profit After Tax (NPAT) of $10.0m

(FY25: $2.1m), up 376% on prior year.

• Group inventory levels reduced by $9.4m to $189.7m,

a reduction of 4.7% on prior year.

• Group net debt position of $5.5m (FY25: $41.9m),

a $36.3m improvement on prior year.

• Final dividend declared of 2.0cps (FY25: nil).

1

Same store sales reflect sales through store and online channels on a

comparable trading day basis and are unaudited.

2

Excludes relevant one-off normalisations.

3

Cost of Doing Business is an unaudited non-IFRS measure calculated on a

normalised basis and excludes foreign exchange gains/losses.

4

Comparable EBIT is an unaudited non-IFRS measure prepared on a normalised

basis. Further information on the reconciliation of comparable to the statutory

result is contained in the Directors’ report and investor presentation.

DIRECTORS’

REPORT

The Directors present their report on the consolidated entity

(referred to hereafter as the ‘Group’) consisting of Michael

Hill International Limited ACN 610 937 598 (‘Michael

Hill International’ or the ‘Company’) and all controlled

subsidiaries for the 52 week period ended 28 June 2026.

PRINCIPAL ACTIVITIES

The Group operates predominately in the retail sale of

jewellery and related services sector in Australia, Canada

and New Zealand.

There were no significant changes in the nature of the

Group’s activities during the year.

DIVIDENDS

As a result of the improvement in operating performance

and the strength of the Company's balance sheet, the Board

has decided to declare a final dividend of AU2.0 cents per

share, partially franked (50%) for Australian purposes, with

partial New Zealand imputation credits (50%) and with

conduit foreign income. This decision reflects the Board's

increased confidence in the progress of the turnaround and

the Group's focus on building a simpler, stronger, and more

sustainable business.

Dividends paid to members during the financial year were

as follows:

2026

$’000

2025

$’000

No final dividend was declared

for the year ended 29 June

2025 (2024: no final dividend

declared)

--

No interim dividend was

declared for the year ended 28

June 2026 (2025: no interim

dividend declared)

--

Final dividend was declared for

the year ended 28 June 2026

(2025: nil)

7,697-

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ANNUAL REPORT 2026

supporting stronger sales performance. Our proprietary

Retail Assist AI now powers over 50% of all retail support

enquiries, providing instant knowledge to teams to better

focus on customers.

As part of the strategic simplification announced at our

Investor Day on 14 April 2026, the Group undertook decisive

action to focus on its two core brands, Michael Hill and

Bevilles. As a result, the Group recognised non-cash write-

offs of $6.1m, largely relating to the closure of Medley and

TenSevenSeven which has been excluded from Comparable

EBIT. This simplifies the Group's operating model and allows

management to concentrate resources and attention on

driving profitable growth across its core brands.

Group inventory reduced by $9.4m to $189.7m, down

4.7% on the prior year, reflecting a deliberate plan to

improve stock productivity. Group Gross Margin Return On

Investment (GMROI) improved 13% over the year, meaning

the reduction was driven by better inventory management

and stronger clearance sell-thru. The Group activated a

partnership with Impact Analytics to build AI-driven demand

forecasting and planning, further improving inventory

productivity and allocation across the network.

The Group ended the year with closing net debt of $5.5m

(FY25: $41.9m), a material improvement of $36.3m on

the prior year, reflecting disciplined cash and working

capital management through the year, including successful

negotiation of new supplier terms with a key partner.

The year saw the successful opening of four MH

flagship stores: Rundle Mall, Adelaide (refurbishment),

Bondi Junction, Sydney (new store), Yorkdale, Toronto

(refurbishment), and Pacific Centre, Vancouver (new store);

with all stores incorporating our new brand design and a

modernised in-store customer experience, with the refit

programme delivering improvements in average transaction

values and conversion rates above the network average.

During the year, the store network reduced by a net total

of six stores, taking the network to 281 across all markets

(FY25: 287).

During the year, the business successfully refinanced its

existing debt facility on improved margins for an additional

two years, with its long-term banking partner, ANZ and

introduced a new lender, CBA. In addition, the business

remained committed to a reduced capital expenditure

profile relative to historical levels, reducing the inventory

profile across the business and implementing working

capital efficiencies.

FY26 – GROUP BUSINESS &

FINANCIAL PERFORMANCE

FY26 marked the beginning of a significant strategic and

operational turnaround for the Michael Hill Group. Under

new leadership, the Group has undertaken a strategic

simplification of the business, sharpening its focus on its

two core brands, Michael Hill and Bevilles. Building on this

simplification, the Group has strengthened retail operating

discipline and decision-making, refined its go-to-market

strategies and strengthened its focus on customer outcomes.

Together, these initiatives have generated meaningful

momentum across the business and underpinned the

improved performance delivered in FY26.

The Group delivered a materially stronger operating

performance in FY26, with Comparable EBIT increasing

57% to $24.0m (FY25: $15.3m) against a challenging

macroeconomic environment. The result reflected stronger

sales, resilient gross margins despite elevated gold input

costs, and disciplined management of operating expenses

in an inflationary environment. These factors combined to

improve operating leverage, increase cash generation and

strengthen returns.

Group revenue grew to a record $655.7m (FY25: $643.7m),

up 1.9% on the prior year and 4.1% on a constant currency

basis. Same store sales grew 3.0%, and 5.2% on a constant

currency basis, with the positive momentum of the first

half continuing through the second half, and every market

delivering same store sales growth.

Online is a key growth engine, and grew 10% in Michael

Hill on a constant currency basis, materially ahead of the

physical network and with Canada again the standout with

22% growth. Our digital channel is now by far the largest

store in the Michael Hill brand and is increasingly where

customers discover and buy. For the Group, online now

represents 8.7% of total revenue, growth was driven by

improvements to the digital experience, which uplifted both

conversion and average transaction sales. With penetration

still below that of many comparable peers, management

believes there is significant runway for further growth.

Gross margin of 60.5% was in line with the prior year,

demonstrating the Group's ability to offset elevated

precious metal costs, including gold achieving multiple

record highs, through a stronger product mix and

disciplined pricing execution.

As a percentage of revenue, Group Cost of Doing Business

(CODB) reduced by 70bps to 57.1% (FY25: 57.8%). The

improvement reflected disciplined cost management across

the Group, which enabled reinvestment in team while

DIRECTORS’ REPORT,

CONTINUED.

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ANNUAL REPORT 2026

SEGMENT RESULTS

The results below are expressed in local currency.

AUSTRALIAN RETAIL PERFORMANCE

20262025202420232022

OPERATING RESULTS (AU $’000)

Revenue371,787362,646359,102331,007303,409

Gross profit225,826215,446217,074211,823196,936

Gross margin60.7%59.4%60.4%64.0%64.9%

Comparable EBIT36,27026,98729,56853,54951,750

Comparable EBIT as a % of revenue9.8%7.4%8.2%16.2%17.1%

Number of stores157160171172147

Retail segment revenue increased by 2.5% to $371.8m (FY25: $362.6), and same store sales increased by 4.8% for the year, with

second half same store sales up by 4.4% on the prior comparable period.

Gross margin increased by 130 bps to 60.7% (FY25: 59.4%), driven by disciplined pricing, an improved product mix and a continued

focus on profitable growth, demonstrating the ability to increase sales without compromising margin. Higher sales and gross margin

drove a healthy uplift in gross profit, largely underpinning the improvement in Australian Comparable EBIT.

Within this result, the Bevilles business gained traction with a clear inflection between the halves, demonstrating the effectiveness of

the brand’s turnaround strategy. After year-on-year declines in the first half, same store sales, gross margin, and gross profit dollars all

returned to growth in the second half, with same store sales up 5.8% in FY26H2 against a 4.6% decline in FY26H1, gross margin grew

by 660 basis points in FY26H2 vs FY26H1.

The Australian store network finished the year with 157 stores, including 36 Bevilles stores (FY25: 160 including 37 Bevilles stores),

with 4 store closures (Michael Hill: 3, Bevilles: 1) and one new store for Michael Hill.

CANADA RETAIL PERFORMANCE

20262025202420232022

OPERATING RESULTS (CA $’000)

Revenue174,229162,368157,094158,894159,661

Gross profit105,13197,58395,222100,531103,623

Gross margin60.3%60.1%60.6%63.3%64.9%

Comparable EBIT21,92918,85318,77527,11028,785

Comparable EBIT as a % of revenue12.6%11.6%12.0%17.1%18.0%

Number of stores8182858685

Retail segment revenue increased by 7.3% to CA$174.2m (FY25: CA$162.4m), and same store sales increased by 7.0% for the

year, with second half same store sales up by 7.6% on the prior comparable period. This segment delivered another year of record

sales, reflecting the effectiveness of our strategy, the strength of the proposition and the commitment of our team members.

Gross margin improved by 20 bps to 60.3% (FY25: 60.1%), achieved through targeted country-specific go-to-market initiatives.

The Canadian segment delivered particularly strong growth in bridal sales, outpacing other segments and supporting the

acquisition of higher-value customers. This performance is strategically important, as bridal customers typically generate higher

lifetime value and support future purchasing across multiple categories, contributing to sustained profitable growth over time.

It remains our fastest-growing market and our clearest growth opportunity. During the year we opened a new flagship store at

Pacific Centre in Vancouver, our second Canadian flagship, reflecting the confidence we have to invest in growth with a focus on

extending this momentum.

During the year, one store opened and two stores closed, resulting in 81 stores at year end (FY25: 82).

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ANNUAL REPORT 2026

NEW ZEALAND RETAIL PERFORMANCE

20262025202420232022

OPERATING RESULTS (NZ $’000)

Revenue112,435109,047114,785132,359125,090

Gross profit65,26563,56668,45381,96179,288

Gross margin58.0%58.3%59.6%61.9%63.4%

Comparable EBIT14,04713,71414,53825,62230,130

Comparable EBIT as a % of revenue12.5%12.6%12.7%19.4%24.1%

Number of stores4345444648

Retail segment revenue increased by 3.1% to NZ$112.4m (FY25: NZ$109.0m), and same store sales increased by 3.6% for the

year. The second half delivered marked acceleration in growth, with same store sales up by 5.6% on the prior comparable period.

The performance reflects the decision to fund investment into teams and customer-facing initiatives enhancing the customer

experience and supporting sales growth.

Gross margin was 58.0% (FY25: 58.3%), reflecting a deliberate focus on adapting our offer to the trading environment. This was

balanced with a higher contribution from bridal, which delivered strong growth in both sales and gross profit.

During the year, two stores closed, resulting in 43 stores at year end (FY25: 45).

CHAIR SUCCESSION

As part of our broader reset, we are also refreshing skills and capability across both the Executive team and the Board, with

succession planning a key focus.

Rob Fyfe has advised the Board of his intention to retire as a Director and Chair of the Company, effective 28 November 2026. The

Board has appointed current Non-Executive Director Claudia Batten to succeed Mr Fyfe as Chair from 28 November 2026.

DIRECTORS’ REPORT,

CONTINUED.

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ANNUAL REPORT 2026

RISK MANAGEMENT

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

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

RISKSTRATEGIES AND MITIGATION

The Group continues to operate in a volatile,

dynamic and uncertain global environment.

Ongoing disparity in the timing of economic

recovery in the countries we operate in, coupled

with shifting geopolitical risks, may adversely

affect consumer confidence, discretionary

spending and margin resilience across the Group's

markets. Within the jewellery sector, several

external pressures are intensifying. Collectively,

these factors may impact the Group's ability to

execute its strategic initiatives effectively.

The Group monitors trading conditions and financial impacts of country performance

through executive governance and Board reporting. The Group has a growth strategy

that embraces omni-channel expansion and strategic acquisitions in markets that limit

cannibalisation of sales and focusses on improving the customer experience. Furthermore,

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

execution and governance mechanisms to respond accordingly.

Increase in cyber-attacks disrupting operations

and increased reliance on third-party platform

providers to have robust cyber controls.

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

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

new technologies and remove vulnerable points of attack throughout its digital network.

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

and reactive responses to cyber-attacks. Penetration testing and disaster recovery planning

are built into our operating rhythm to further prepare and respond to attacks.

The rapid evolution of artificial intelligence

creates governance, data management, and

internal and external experience and benefits

realisation risks if adoption is not appropriately

controlled and aligned to strategy.

The Group has tasked the Technology Governance Committee to oversee its governance and

management of artificial intelligence. Artificial intelligence is an enabler of business growth

and maturity and risks are managed in line with achieving our strategic objectives whilst

having appropriate governance mechanisms in place, including centre of excellence and use of

third party tools.

Theft appeal of our product increases during

periods of financial hardship and uncertainty.

The high-impact nature of these crimes may

place team members and customers at risk and

result in financial loss, operational disruption

and damage to property.

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

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

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

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

environment for our staff and customers. The Group continues to operate a dedicated

executive led taskforce responding to the increasing escalation of theft and violence in all

operating environments, with the remit of developing tailored and appropriate actions to

keep our team members and customers safe.

Competition between mined and laboratory

created diamonds, vendor consolidation and

changing market perceptions may impact

pricing of our range and could influence

consumer behaviours to the detriment of one or

both precious stones.

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

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

relationships with key jewellery manufacturers and buyers who have global insights

and can advise on market trends. Further, the Group has vendor and product strategies

focused on market demand, margin management and product education. Both mined and

laboratory created diamonds feature in our core range and collections targeted to specific

consumer preferences.

Breach of regulation or law in one of our

jurisdictions in an increasingly complex

compliance environment.

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

our three markets and utilise external firms for specialised advice when required. Any

new legislative requirements or rectification initiatives have dedicated teams focused on

ensuring our compliance and training our teams appropriately.

Ability to respond to rapidly changing customer

demographics, requirements and behaviours.

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

customer demands and customer demographics. We are investing in customer and product

analytic platforms to better understand our current and future customers and tailoring our

channels and product mix to meet the desired customer demands.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NON-IFRS FINANCIAL INFORMATION

This report contains certain non-IFRS financial measures

of historical financial performance. Non-IFRS financial

measures are financial measures other than those defined

or specified under all relevant accounting standards. The

measures therefore may not be directly comparable with

other companies' measures. Many of the measures used are

common practice in the industry in which the Group operates.

Non-IFRS financial information should be considered in

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

important than, IFRS measures. The presentation of non-

IFRS measures is in line with Regulatory Guide 230 issued by

Australian Securities and Investments Commission (ASIC) to

promote full and clear disclosure for investors and other users

of financial information, and minimise the possibility of those

users being misled by such information.

The measures are used by management and directors for the

purpose of assessing the financial performance of the Group

and individual segments. The directors also believe that these

non-IFRS measures assist in providing additional meaningful

information on the drivers of the business, performance and

trends, as well as the position of the Group. Non-IFRS financial

measures are also used to enhance the comparability of

information between reporting periods by adjusting for non-

recurring or controllable factors which affect IFRS measures,

to aid the user in understanding the Group's performance.

Consequently, non-IFRS measures are used by the directors

and management for performance analysis, planning,

reporting and incentive setting. These measures are not

subject to audit.

The non-IFRS measures used in describing the business

performance include:

• Comparable EBIT

• Cost Of Doing Business (CODB)

• Gross Margin

• Gross Margin Return On Investment (GMROI)

COMPARABLE EBIT

Comparable EBIT has been calculated as follows:

2026

$’000

2025

$’000

Profit before income tax17,6922,193

Finance expenses (excluding

interest on lease liabilities)

3,9795,739

Interest income(296)(243)

Impact of AASB16 Leases(2,322)(264)

Impact of IFRIC SaaS-related

guidance

(2,488)929

Litigation judgement(313)(3,031)

Strategic review and

simplification

6,128-

Brand impairment-7,400

Bevilles integration costs-1,029

Transition costs1,088436

Employee restructure costs5751,157

Comparable EBIT24,04315,345

ENVIRONMENTAL REGULATIONS

AND CLIMATE REPORTING

The Group has determined that its operations are not subject to

any particular and significant environmental regulation requiring

disclosure in this Directors’ Report. The Directors continue to

monitor the Group’s compliance with applicable environmental

laws and regulatory requirements. The Group’s FY26

Sustainability Report contains the Group’s climate statements

prepared in accordance with the Corporations Act 2001 (Cth) and

Australian Sustainability Reporting Standard AASB S2 Climate-

related Disclosures. The Sustainability Report has been separately

released and lodged in accordance with applicable requirements

and is available at https://investor.michaelhill.com/financial-

reports/annual-reports. It includes the directors’ declaration and

the auditor’s report in respect of the Sustainability Report.

Under the Financial Markets Conduct (Climate-related Disclosures

for Overseas Climate Reporting Entities) Exemption Notice 2026

(New Zealand) (Notice), Michael Hill International Limited relies on

the exemption in clause 6 of the Notice for FY26. The effect of the

exemption is that the Company is not required to prepare climate

statements under the New Zealand climate-related disclosure

regime for FY26. The Group’s FY26 Sustainability Report,

prepared under the Australian reporting regime, is available at

https://investor.michaelhill.com/financial-reports/annual-reports.

DIRECTORS’ REPORT,

CONTINUED.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

INFORMATION

ON DIRECTORS

Information on the directors of Michael Hill International Limited in office

during the financial year and until the date of this report (unless otherwise

noted) are set out below.

ROBERT FYFE

CNZM, BE(Hons), DCom,

DistFEngNZ

EXPERIENCE AND

DIRECTORSHIPS

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 also has extensive general management

and board experience in various retail businesses operating

in New Zealand, Australia and Great Britain, across sectors

including retail banking, telecommunications, pay television,

sport, manufacturing and outdoor apparel. In 2015 Rob

was awarded an Honorary Doctor of Commerce from

University of Canterbury and on New Year’s Eve 2020, Rob

was appointed as a Companion of the New Zealand Order of

Merit for services to business and tourism.

Rob is also a director of Air Canada. He has not had any other

directorships of listed entities in the last three years.

SPECIAL RESPONSIBILITIES

Chair

Non-Executive and Independent Director

Member of ARMC

Member of PDRC

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

1,953,578 Ordinary Shares

SIR RICHARD (MICHAEL) HILL

K.N.Z.M.

EXPERIENCE AND

DIRECTORSHIPS

Sir Michael was the founder of

Michael Hill, and his visionary

leadership laid 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 was 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 until his passing on 29 July 2025. Sir Michael's

contribution to both business and the arts has been widely

recognised and celebrated. 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. His leadership

inspired those within the company and the industry as

a whole.

Sir Michael was not a director of any other listed entities and

did not have any directorships of listed entities in the last

three years.

SPECIAL RESPONSIBILITIES

Non-Executive Director

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

Nil Ordinary Shares

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

EMMA HILL

B.Com, M.B.A.

EXPERIENCE AND

DIRECTORSHIPS

Emma 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 22 February 2007.

She served as Deputy Chair of the Group from 2011 until

2015 and as Chair from 2015 until June 2021. Emma has

over 30 years' experience working in various roles within

the Group, commencing on the shop floor in Whangarei,

New Zealand. She held a number of management positions

in the Australian company before successfully leading

the expansion of the Group into Canada as Retail General

Manager in 2002. Emma holds a Bachelor of Commerce

degree and an MBA from Bond University.

Emma is not a director of any other listed entities and has

not had any directorships of listed entities in the last

three years.

SPECIAL RESPONSIBILITIES

Non-Executive Director

Chair of PDRC

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

167,487,526 Ordinary Shares

GARY SMITH

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

EXPERIENCE AND

DIRECTORSHIPS

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, one of Australia's top public

companies and is a member of their Audit and Remuneration

sub-committees. He is also a director of the National Roads

and Motorists' Association (NRMA) and is a Chartered

Accountant and a Fellow of the Australian Institute of

Company Directors.

Gary is a director of Flight Centre Travel Group Limited (ASX:

FLT). He has not had any other directorships of listed entities

in the last three years.

SPECIAL RESPONSIBILITIES

Non-Executive and Independent Director

Chair of ARMC

Member of PDRC

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

102,000 Ordinary Shares

INFORMATION ON

DIRECTORS, CONTINUED.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

DAVID WHITTLE

B.A., B.Com

EXPERIENCE AND

DIRECTORSHIPS

Dave was appointed as a director

of the Company on 2 August

2023. Dave has considerable brand,

data, technology, omni-channel retail

and digital transformation experience. He is a founder of

Lexer, a global AI led software company helping brands and

retailers genuinely understand and engage their customers.

In 2015, Dave became the youngest ASX 200 non-executive

director when he joined the board of Myer (ASX: MYR).

Previously, Dave spent 10 years with global advertising

group M&C Saatchi in several local and international

leadership roles, culminating in three years as Managing

Director in Australia. He is currently a non-executive director

of Metcash Limited (ASX: MTS) and Challenger Limited (ASX:

CGF), and has held several directorships and advisory roles

for private, Government and not-for-profit organisations.

Dave served as a non-executive director of MYER Holdings

Limited from November 2015 until December 2024. He has

not had any other directorships of listed entities in the last

three years.

SPECIAL RESPONSIBILITIES

Non-Executive and Independent Director

Member of ARMC

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

70,431 Ordinary Shares

CLAUDIA BATTEN

LLB (Hons), B.Com

EXPERIENCE AND

DIRECTORSHIPS

Claudia was appointed as 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

(ASX/NZX: AIZ), Vista Group International Limited (NZX:

VGL) and is Chair of Serko Limited (ASX/NZX: SKO). She has

not had any other directorships of listed entities in the last

three years.

SPECIAL RESPONSIBILITIES

Deputy Chair

Non-Executive and Independent Director

Member of PDRC

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

Nil Ordinary Shares

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

ANDREA SLINGSBY

B.A., PPL (HBS)

EXPERIENCE AND

DIRECTORSHIPS

Andrea was appointed as an

alternate director of the Company

on 14 April 2025 and ceased as

alternate director on 29 July 2025.

Andrea was then appointed as a director of the Company on

8 September 2025. Andrea has extensive Board governance,

C-Suite executive, consulting and advisory experience across

a range of industry sectors including global retail. Andrea

brings expertise in both domestic and international growth

and sustainable scaling of Australian brands such as Flight

Centre and Blackmores. Andrea’s previous executive roles

with the Company include Interim Chief People Officer from

August 2018 to December 2018 and Chief Operating Officer

from January 2019 to January 2021.

Andrea is currently a director of Prime Financial Group

(ASX: PFG). She has not had any other directorships of listed

entities in the last three years.

SPECIAL RESPONSIBILITIES

Alternate director to Sir Richard Michael Hill from 14 April

2025 to 29 July 2025

Non-Executive and Independent Director

DIRECTOR'S INTERESTS IN SHARES AND OPTIONS

Nil Ordinary Shares

INFORMATION ON

DIRECTORS, CONTINUED.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

COMPANY SECRETARY

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

18 March 2024 and resigned as Company Secretary on 17 March 2026. Kate is an experienced ASX company secretary and

governance professional, starting her career at top-tier law firm Minter Ellison before moving to in-house roles including Aesop,

Aussie Farmers Direct and Australian Dairy Nutritionals. Kate holds a Bachelor of Laws (Hons), Bachelor of Science (Biochemistry)

(Hons), Graduate Diploma in Legal Practice, and Graduate Diploma of Applied Corporate Governance and Risk Management.

Matthew Kremastos, who also holds the position of Senior Legal Counsel for the Group, was appointed to the position of

Company Secretary on 17 March 2026 and resigned as Company Secretary on 2 July 2026. Matthew has been a part of the

Michael Hill team since March 2023 and is an experienced senior lawyer. Matthew holds a Bachelor of Laws, Bachelor of Justice

(Policing) (Dist), and Graduate Diploma of Legal Practice.

Catherine (Cathy) Hoyle, who also holds the role of General Counsel of the Group, was appointed Company Secretary of the

Company on 2 July 2026. Cathy is an experienced General Counsel and Company Secretary with extensive expertise supporting

ASX-listed and international organisations. She brings deep capability in ASX Listing Rules compliance, continuous disclosure,

board and shareholder governance. Cathy is a practicing Solicitor in New South Wales Australia, a Graduate of the Australian

Institute of Company Directors, and holds several degrees including a Master of Laws from the Australian National University.

MEETINGS OF DIRECTORS

The numbers of meetings of the Company's Board of Directors and of each Board committee held during the year ended 28 June

2026, and the numbers of meetings attended by each director were:

FULL MEETINGS

OF DIRECTORS

MEETING OF COMMITTEES

Audit and Risk Management

People Development

and Remuneration

ABABAB

R I Fyfe883445

Sir R M Hill^11----

E J Hill88--55

G W Smith784455

D Whittle8844--

C Batten88--55

A Slingsby^67----

A Number of meetings attended.

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

^ A Slingsby was appointed as an alternate director to Sir Richard Michael Hill on 14 April 2025 and attended the relevant meeting as his alternate director.

A Slingsby was then appointed as a director effective 8 September 2025.

COMMITTEE MEMBERSHIP

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

Development and Remuneration Committee.

AUDIT AND RISK MANAGEMENT COMMITTEE PEOPLE DEVELOPMENT AND REMUNERATION COMMITTEE

Gary Smith (Chair) Emma Hill (Chair)

Robert Fyfe Robert Fyfe

David Whittle

Gary Smith

Claudia Batten

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

AUDITED REMUNERATION

REPORT

LETTER FROM THE CHAIR OF

THE PEOPLE DEVELOPMENT AND

REMUNERATION COMMITTEE

Dear Shareholders,

On behalf of the Board and the People Development and

Remuneration Committee (PDRC), I am pleased to present

Michael Hill International's FY26 Remuneration Report.

FY26 was shaped by significant leadership and organisational

change. The year began with the Board continuing the Chief

Executive Officer succession process following the sudden

passing of Daniel Bracken in February 2025. In July 2025, the

Group also mourned the passing of its Founder and Director,

Sir Michael Hill. Their respective contributions and legacies

continue to be deeply felt across Michael Hill.

Jonathan Waecker commenced as Chief Executive Officer in

August 2025, with a mandate to accelerate performance,

simplify execution, and position the group for its next phase

of growth. This marked the beginning of a new chapter for

the Group.

Following Jonathan’s commencement, we reviewed

the Group’s organisational structure and leadership

requirements. This resulted in several changes to the

Executive Leadership Team, including the removal of the

Chief Retail Officer role and a reduction in the size of

the Executive team to sharpen operational focus, clarify

accountability, improve transparency and accelerate

decision-making across our markets. During the year Elodie

Guillaumond joined the Executive as Chief Financial Officer,

Tonia Zehrer joined as Chief Product Officer and Tanya

Atkinson joined as Executive General Manager Bevilles, all

appointments bringing elevated experience and expertise

to the Group. With this refreshed Executive team, led by

Jonathan, the Board believes the Group has the leadership

experience, commercial discipline and customer focus

required to improve business performance and deliver

sustainable value for shareholders.

These leadership and organisational changes took place

against a challenging external backdrop. Across our

markets, consumers continued to experience cost-of-living

pressures and the lingering effects of elevated inflation and

higher interest rates. Geopolitical uncertainty and volatile

commodity markets also affected consumer confidence and

discretionary spending, creating difficult trading conditions

for many retailers, including Michael Hill.

In this environment, the Board remained focused on maintaining

financial discipline and ensuring that Executive remuneration

continued to be closely linked to company performance,

individual accountability and the creation of sustainable long-

term shareholder value. In determining remuneration outcomes,

the Board considered both the results achieved and the broader

experience of shareholders during the year.

FY26 also saw meaningful progress in strengthening our

organisational culture and leadership capability throughout the

company. Despite the extent of leadership and organisational

change, team member engagement increased to 84%. This result

demonstrates positive momentum in employee experience,

leadership effectiveness, and organisational alignment.

During the year, the PDRC also reviewed the way we

communicate remuneration outcomes to shareholders.

Following engagement with shareholders and proxy advisors,

we have enhanced the transparency of this report by providing

greater disclosure of performance measures, incentive

outcomes and the relationship between Executive remuneration

and company performance. We believe these changes improve

the readability of the report and provide shareholders with a

clearer understanding of how remuneration decisions are made.

Our remuneration philosophy remains unchanged. We seek to

attract and retain talented leaders, reward the achievement

of strategic and financial objectives, and ensure a meaningful

proportion of Executive remuneration is linked to the delivery

of sustainable long-term shareholder value. The Board

believes the remuneration outcomes outlined in this report

appropriately reflect company performance, Executive

accountability, and the broader operating environment

experienced during FY26.

On behalf of the PDRC, I extend gratitude to our team members

across Australia, New Zealand and Canada for their dedication,

resilience and commitment throughout another year of change

and opportunity. Their passion for serving our customers and

supporting one another continues to be a defining strength of

Michael Hill.

Regards,

Emma Hill

Chair of the People Development and Remuneration Committee

Michael Hill International Limited

The Directors present the 2026 Michael Hill International Limited remuneration report, outlining key aspects of our remuneration

policy and framework, and remuneration awarded during FY26. The information provided in this remuneration report has been

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

Corporations Act 2001.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

AUDITED REMUNERATION

REPORT, CONTINUED.

REMUNERATION OVERVIEW

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

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

held their positions for the entire reporting period unless indicated otherwise underneath each chart.

Jonathan Waecker commenced as CEO on 27 August 2025. Prior to that time, Andrew Lowe served as the only Executive KMP,

holding the roles of Interim CEO and Group CFO. Upon the commencement of Mr. Waecker, Mr. Lowe reverted to his substantive

role as Chief Financial and Supply Chain Officer. On the resignation of Mr. Lowe, a thorough search was conducted to find a

suitable replacement, with Elodie Guillaumond commencing with the business on 2 February 2026 as Chief Financial Officer.

NamePositionCommencement as KMP

Non-Executive Directors

Robert FyfeChair and Non-Executive Director2016

Claudia BattenDeputy Chair and Non-Executive Director2025

Andrea Slingsby¹Non-Executive Director2025

David WhittleNon-Executive Director2024

Emma HillNon-Executive Director2016

Gary SmithNon-Executive Director2016

Sir Richard Michael Hill²Founder and Non-Executive Director2016

CEO

Jonathan Waecker⁵Chief Executive Officer2025

Andrew LoweInterim CEO and Group CFO2025

Daniel Bracken³Managing Director and Chief Executive Officer2019

Executive

Elodie Guillaumond⁶Chief Financial Officer2026

Andrew Lowe⁴

Interim CEO2025

Chief Financial Officer and Supply Chain Officer2017

1

Andrea Slingsby was appointed as Non-Executive Director on 8 September 2025.

2

Sir Richard Michael Hill ceased as a Director on 29 July 2025.

3

Daniel Bracken ceased as a Director on 26 February 2025.

4

Andrew Lowe has held the position of CFO since 2017 and was appointed Interim CEO on 6 March 2025 until 26 August 2025. Mr Lowe resigned the position of Chief

Financial and Supply Chain Officer, leaving the business in February 2026.

5

Jonathan Waecker commenced as CEO on 27 August 2025.

6

Elodie Guillaumond commenced as CFO on 2 February 2026.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

PEOPLE DEVELOPMENT AND REMUNERATION

COMMITTEE (PDRC)

The primary objective of the People Development and

Remuneration Committee (PDRC) is to assist the Board to

fulfil its corporate governance and oversight responsibilities

in relation to the Company’s people strategy including

remuneration components, performance measurements

and accountability frameworks, recruitment, engagement,

retention, talent management and succession planning.

The following Non-Executive Directors are members of the

PDRC for the 2026 reporting period:

• Emma Hill - Chair of the PDRC

• Robert Fyfe - Chair of the Board of Directors

• Gary Smith - Chair of the Audit and Risk Committee

• Claudia Batten - Deputy Chair and Committee member

USE OF REMUNERATION CONSULTANTS

The PDRC obtains independent advice every three years to

assess the appropriateness of the Group’s remuneration

practices, having regard to market trends, comparable

companies and the objectives of the Group’s remuneration

strategy. In FY25, the Chair of PDRC engaged PayIQ to

benchmark Executive team remuneration and review Short

Term and Long Term bonus frameworks compared to market

peers. Following this review, the Board approved changes

to the Executive KMP remuneration framework for FY26 to

more closely align with market practice and the Company's

pay-for-performance philosophy.

The revised framework increased the proportion of

remuneration delivered through at-risk and deferred

incentives while reducing the proportion of fixed

remuneration. STI design changes included a modest

increase in target incentive opportunity and a reduction in

the maximum STI payout from 200% to 150% of target

for CEO and CFO. To strengthen alignment with business

financial performance, the weighting of Financial KPIs

increased from 60% to 70% of the STI scorecard.

Consistent with the objective of increasing executive

alignment with long-term shareholder outcomes, LTI

opportunity was increased to 105% of fixed remuneration

for CEO and to 50% for CFO. Collectively, these changes

ensured that KMP reward was aligned with company

performance and shareholder value creation.

The engagement of PayIQ was done directly with the Chair

of PDRC, providing assurance to the Board that the advice

provided by PayIQ was provided free from undue influence

by the members of the key management personnel to whom

the recommendation relates.

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ANNUAL REPORT 2026

AUDITED REMUNERATION

REPORT, CONTINUED.

REMUNERATION FRAMEWORK

Our remuneration philosophy is guided by our vision to make modern luxury accessible. The structure of compensation is

designed with a mix of market competitive fixed remuneration, short-term incentives (STIs) which reward annual performance and

long-term incentives (LTIs) to align financial performance and shareholder value creation.

OUR REMUNERATION FRAMEWORK – FY26

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

How is it set?

Fixed Remuneration is set with

reference to market competitive

rates in comparative companies

for similar positions, adjusted

to account for the experience,

ability and effectiveness of

the individual Executive.

Executives participate in the

Group's STI program prioritising

Board approved On-Target and

Outperformance Targets.

The Company has established an LTI

plan as deferred compensation.

How was it delivered?

Base salary plus any fixed

elements including superannuation

and leave entitlements.

Cash for On-Target performance

and for Outperformance.

An annual issue of share rights is

made to Executive KMP. The rights

vest at the end of the relevant

performance period if certain

performance hurdles and vesting

conditions are met. Under the LTI Plan

Rules, the Board also has discretion

to settle an issue of vested shares

via an equivalent cash payment.

What is the objective?

Attract and retain key

Executive talent.

Drive annual profit growth and

align Executive reward with

achievement of performance

targets that underpin

Group strategy and drive

shareholder value creation.

Reward Executives for sustainable

long term growth aligned to

shareholders' interests.

OUR VALUES

WE CARE

•

WE ARE PROFESSIONAL

•

WE ARE INCLUSIVE AND DIVERSE

•

WE CREATE OUTSTANDING EXPERIENCES

OUR REMUNERATION

PHILOSOPHY

ATTRACT, MOTIVATE AND RETAIN HIGH QUALITY AND

HIGH PERFORMING EXECUTIVE TALENT

•

REWARD THE ACHIEVEMENT OF STRATEGIC OBJECTIVES

•

ALIGN TO SHAREHOLDER VALUE CREATION

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

RELATIONSHIP OF REMUNERATION TO GROUP PERFORMANCE

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

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

the Group over the past five years is summarised below:

20262025202420232022

Revenue ($'000)655,679643,655644,929629,562595,210

Comparable EBIT* ($'000)24,04315,34515,89858,88962,870

Profit for the year attributable to owners

of the Company ($'000)

9,9952,099(479)35,18246,712

Earnings per share (cents)2.60c0.55c(0.12c)9.20c12.03c

Dividends paid during the financial year¹ ($'000)--20,19530,71925,239

Market capitalisation ($'000)126,998159,700173,081339,822361,105

Share price at year end ($)0.330.420.450.900.93

Compound annual growth rate(28.4)%(23.3)%(18.5)%(2.2)%13.9%

Return on average total assets2.0%0.4%(0.1)%6.7%9.3%

* Comparable EBIT is unaudited Non-IFRS Information. Please refer to unaudited Non-IFRS Information in the Directors' Report for an explanation of unaudited Non-IFRS

information and a reconciliation of Comparable EBIT.

1

The dividends paid in FY22 are the postponed interim dividend for FY21 and the interim dividend for FY22.

The first graph below shows the share price movement compared to the ASX300 whilst the second graph shows the dividend paid

and yield per financial year.

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

1

for the last four

financial years.

1

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

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AUDITED REMUNERATION

REPORT, CONTINUED.

FY26 EXECUTIVE KEY MANAGEMENT PERSONNEL (KMP) REMUNERATION

As per our Remuneration Policy, formal benchmarking of KMP remuneration is conducted every three years. As noted above,

at the end of FY25 PayIQ were engaged to conduct a market review of the Executive remuneration framework including fixed

remuneration and the STI and LTI framework. The findings from this activity were used to inform the FY26 KMP

remuneration framework.

CEO REMUNERATION

The following table details the nature and amount of CEO remuneration paid over a 5 year period.

YearCEOFixed PaySTI EarnedLTI Accrued

3

Total

FY26

Jonathan Waecker717,337192,60615,410925,353

Andrew Lowe¹150,714--150,714

Daniel Bracken²34,435--34,435

FY25

Andrew Lowe¹252,788--252,788

Daniel Bracken²756,859-(75,076)681,783

FY24Daniel Bracken1,176,765100,160150,8221,427,747

FY23Daniel Bracken1,090,437342,850290,0331,723,320

FY22Daniel Bracken1,077,552535,544156,1761,769,272

1

Mr Lowe was Interim CEO from 6 March 2025 to 26 August 2025.

2

Personal leave paid to the Estate of Daniel Bracken, paid on probate September 2025. Note the lapsing of FY25 LTIs on a pro rata basis, due to the passing of Daniel the

previous year.

3

LTI vests on satisfaction of conditions.

COMPANY PERFORMANCE

Year

Total Shareholder

Return (TSR)

Earnings Per Share

(EPS)

Dividend Per ShareShare Price

FY26(0.09)2.60cAUD 2.00c0.33

FY25(0.04)0.55c-0.42

FY24(0.39)(0.12c)AUD 1.75c0.45

FY230.059.20cAUD 7.50c0.90

FY220.1712.03cAUD 7.50c0.93

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

REMUNERATION MIX

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

Target and Outperformance STI as well as an LTI opportunity. Maximum STI and LTI incentives are calculated as a percentage of

the relevant Executive KMPs fixed remuneration component, with the actual amount awarded to the KMP being subject to the

satisfaction of clear and measurable performance conditions. The remuneration mix is designed to compensate KMP in a way that

strongly correlates to Group performance. The Outperformance STI gives the KMPs the ability to earn an additional 50% of On-

Target STI value, paid in cash. The table below shows how the Executive remuneration is structured, noting ineligibility for Elodie

Guillaumond and Andrew Lowe for 2026.

KMPFixed RemunerationMaximum STILT ITotal

Jonathan Waecker35.7%26.8%37.5%100.0%

Elodie Guillaumond45.5%27.2%27.3%100.0%

Andrew Lowe²45.5%27.2%27.3%100.0%

1

Ms Guillaumond is only eligible to participate in the FY27 STI and FY28 LTI programs.

2

Mr Lowe held the role of Interim CEO and CFO from 6th March 2025, returning to his substantive role of Chief Financial and Supply Chain Officer (CFSCO) on 27 August

2025. Mr Lowe subsequently resigned from the business, departing on 17 February 2026. Ms Guillaumond stepped into the CFO role on 2 February 2026.

FIXED REMUNERATION

Fixed remuneration is reviewed annually, and our policy is to consider the consumer price index (CPI), wage price index (WPI)

and the Mercer retail increase report in the annual remuneration review. In addition, base remuneration is set with reference to

market competitive rates in comparable companies for similar positions adjusted for experience, capability, and effectiveness

of the individual KMP. Fixed remuneration includes base salary and superannuation contributions at the rate of the concessional

contributions cap.

For the FY26 financial year, the Board approved an uplift of 3% to base remuneration, following a full executive remuneration

market review conducted by PayIQ the prior financial year. This increase has been applied effectively from 7 July 2025.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

AUDITED REMUNERATION

REPORT, CONTINUED.

SHORT-TERM INCENTIVE (STI) SCHEME

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

operational objectives. The maximum STI is calculated as a percentage of the relevant KMP's fixed remuneration component and

detailed in performance scorecards set by the PDRC. The scorecards detail the performance targets, indicators, and weightings

for each Executive across the key performance areas of Financial, Strategic and Customer. The CEO’s scorecard is comprised of

core objectives to drive the business forward, and aligned with relevant Executives, who further cascade the STIs throughout the

business to drive focused performance.

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

Executive. Performance against key performance indicators (KPIs) is measured annually but reviewed on an informal basis, in

regular meetings and at half-year end.

The STI program in FY26 for KMP was structured as follows:

Performance period

Annual award for Financial, Strategic and Customer KPIs, subject to the Group meeting an annual

financial performance hurdle.

Opportunity

CEO – Maximum 75% of Fixed Remuneration comprised of 50% for On-Target performance, and

maximum of 75% for Outperformance.

CFO and Interim CEO – Maximum 60% of Fixed Remuneration comprised of 40% for On-Target

performance, and 60% for Outperformance.

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

On-Target performance measures

All On-Target performance subject to financial performance hurdle.

Financial KPI 70% weighting.

Strategic and Customer KPIs 30% weighting.

Performance measure for

Outperformance component

The Incentive payout begins once 90% of Comparable EBIT is achieved, with 100% of the At

Target payout made upon reaching Comparable EBIT. For performance exceeding the target,

an additional incentive (Outperformance STI) is paid on a linear scale for Comparable EBIT

performance between 100% and 150% of the target.

How is STI assessed?

The PDRC reviews the CEO’s performance against the performance targets set for that year.

The CEO assesses the performance of his direct reports, including the CFO. The PDRC reviews

assessed performance for Board endorsement.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

STI OUTCOMES

The following tables detail the FY26 scorecard KPIs applied to the current CEO. Note: Ms Guillaumond, current CFO, was not

entitled to participate in the FY26 STI program. Ms Guillaumond is eligible to receive a sign-on bonus of $120,000, payable in

August 2026 on completion of 6-months service.

CEO OpportunityKPIThresholdTargetAchievedIncentive Award

Financial 70%Group Comparable EBIT$24.4m$27.1m$24.0m35% Awarded

Strategic 10%Online Sales growth

Gate opened for KPI awards

+ 10%+ 10.9%10% Awarded

Strategic 10%Bevilles PerformanceBudgetNot Achieved0%

Customer 10%

Brilliance Profit Growth (all

segments)

+ 8.4%+ 14%10% Awarded

Total 100%

opportunity

55% of target awarded

The FY26 result has delivered a 57% uplift in Comparable EBIT compared to prior year, with increased sales and profit across all

markets. The Board consider that the Comparable EBIT outcome, alongside the strong cost management focus, delivery of key

strategic enablers and the decrease in net debt by 85%, place MHJ in a strong financial position moving into FY27. This result is

supported further by the Bevilles delivery during the second half. The Board was accordingly satisfied that the Group’s underlying

trajectory supported the exercise of discretion to open the gate for eligible Executives, resulting in 55% of STI awarded.

The former Interim CEO and CFO, whose scorecard was comprised of 60% Group Comparable EBIT Target and 40% successful

conclusion of the Group’s bank refinancing arrangements was not awarded STI as the Comparable EBIT hurdle gate of 90% was

not met.

Andrew took carriage of both the CEO and Interim CEO duties during a very difficult time for the business. Prior to his departure

Andrew supported the leadership transition and renegotiated the company refinance. In recognition of Andrew's significant

contribution, the Board have awarded Mr Lowe with a one-off discretionary payment of $68,022.

FY26 SHORT TERM INCENTIVE OUTCOMES

STI at TargetSTI Stretch OpportunitySTI Awarded

% of Base

Target Awarded

STI forfeited

% of Fixed Pay$% of Fixed Pay$% of Fixed Pay$%% of Fixed Pay$

Jonathan

Waecker*

50.0% 350,19275.0%525,28827.5%192,60655.0%47.5%338,682

* Pro-rata

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

FY26 LONG TERM INCENTIVE (LTI) FRAMEWORK

The Board has simplified LTI disclosures to clearly show performance hurdles, actual outcomes, and vesting results. This approach

improves transparency and readability for shareholders while maintaining all required disclosures.

InstrumentPerformance Rights

Performance period3 years

MeasuresTotal Shareholder Return (TSR) and Earnings per Share (EPS) – 50% equally

VestingSliding scale between threshold and stretch

Service condition

Participants are required to remain employed by the business in order for Rights to vest to Shares. Where a

participant has died, becomes totally and permanently disabled, is retrenched or retires, the number of Rights

retained by the participant will be reduced pro-rata (at the Board's discretion) and will be tested in the ordinary

course.

Absolute TSR

The Absolute TSR condition requires the Company to achieve a specified level of total shareholder return over the

performance period, measured independently of other companies. It is designed to align executive rewards with

shareholder outcomes by focusing on absolute value creation through share price growth and dividends.

Normalised EPS

The Normalised EPS condition requires the Company to achieve specified EPS growth over the 3-year performance

period. This measure focuses on executives delivering sustainable earnings growth from the underlying business and

supports alignment between executive rewards and long-term shareholder value creation.

Absolute TSR 50% EligibilityNormalised EPS 50% Eligibility

TSR compound annual growth

rate (CAGR)

% Share Rights Vesting

EPS compound annual growth

rate (CAGR)

% Share Rights Vesting

Less than 10% TSR CAGRNilLess than 20% EPS CAGRNil

Between 10% TSR CAGR and

20% TSR CAGR

10% vesting for each 1% increase

in TSR CAGR performance

Between 20% EPS CAGR and

30% EPS CAGR

10% vesting for each 1% increase

in EPS CAGR performance

Equal to or above 20% TSR CAGR100%

Equal to or above 30% EPS

CAGR

100%

AUDITED REMUNERATION

REPORT, CONTINUED.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

LTI OUTCOMES

FY26 LTI

Only the CEO was eligible to participate in the FY26 LTI program in accordance with the LTI program detailed in the preceding

table. The new CFO, as per her contract of employment, is entitled to a guaranteed LTI grant (in the form of Share Rights) after

18 months of service. For the CEO, the grant of share rights under the FY26 LTI plan was approved by shareholders at the 2025

Annual General Meeting held on 22 October 2025.

FY23 LTI Grant (assessed in FY26)

Performance MeasureWeightingThresholdTargetActualVesting Outcome

TSR CAGR50%10% CAGR20% CAGR(27%)0%

EPS CAGR50%5% CAGR10% CAGR(37%)0%

Total100%(64%)0%

FY23 LTI Grant (assessed in FY26)

ExecutiveRights Granted

% of Rights

Vested

Rights Vested

Rights

Forfeited

Vesting Outcome

Daniel Bracken¹906,6990%-750,9560%

Andrew Lowe195,4110%-195,4110%

Total1,102,1100%-946,3670%

1

155,743 rights were not retained on Daniel's passing, due to a pro-rata of outstanding amounts as per LTI policy.

OTHER BENEFITS

Executive KMP does not receive any additional benefits, such as non-cash benefits, other than superannuation and leave

entitlements, as part of the terms and conditions of their appointment. Loans are not provided.

SERVICE CONTRACTS

It is the Group’s policy that service contracts for KMP are unlimited but can terminate on six months’ notice. Noting that the Group

retains the right to terminate a KMP contract immediately, by making payment equal to six months’ pay in lieu of notice. KMP

are also entitled to receive on termination of employment their statutory entitlements of accrued annual and long service leave,

together with any superannuation benefits.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

FY26 NON-EXECUTIVE DIRECTOR REMUNERATION

Total compensation for all Non-Executive Directors, voted upon by shareholders on 14 November 2023, is not to exceed

$1,200,000 per annum. Directors’ base fees for FY26 were $114,118 per annum. The Board Chair receives the base fee twice.

The Deputy Board Chair receives a premium on the base fee. Additional fees are paid where a Director is Chair of a committee.

Committee Chair fees$

People Development and Remuneration23,576

Audit and Risk35,366

It is the Company’s policy to undertake an annual review of Non-Executive Director fees, taking into consideration internal market

benchmarking, movements in the Consumer Price Index (CPI), and the Wage Price Index (WPI). Following this review, the Board

approved an increase of 3% to Non-Executive Director fees for FY26, consistent with the annualised CPI increase for the March

2025 quarter. The fee increase became effective on 7 July 2025.

All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter

contains Board policies and terms, including remuneration, relevant to the office of director. Non-executive directors do not

receive performance-related compensation.

Directors’ fees cover all main Board activities and membership of committees. Non-executive directors are not provided with

retirement benefits apart from statutory superannuation.

AUDITED REMUNERATION

REPORT, CONTINUED.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

DIRECTOR AND EXECUTIVE REMUNERATION OUTCOMES FOR FY26

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

of the consolidated entity are:

Short-termLong-term

Post-

employment

Termination

benefits

Share-based

payments

(share rights)

Total

Proportion

remuneration

performance

related

Value of

rights as

proportion

of

remunera-

tion

Salary

& fees*

STI cash

bonus

Total

Long service

leave

Super-

annuation

benefits

Name$$$$$$$$%%

NON-EXECUTIVE DIRECTORS

Robert Ian Fyfe

2026228,238-228,238----228,238--

2025225,189-225,189----225,189--

Claudia Batten

2026149,485-149,485----149,485--

2025**161,202-161,202----161,202--

Emma Jane Hill

2026137,696-137,696----137,696--

2025135,856-135,856----135,856--

Sir Richard Michael Hill (until his passing on 29 July 2025)

20269,067-9,067----9,067--

2025112,594-112,594----112,594--

Gary Warwick Smith

2026133,469-133,469-16,016--149,485--

2025130,017-130,017-15,114--145,131--

David Whittle

2026111,062-111,062-3,057--114,119--

202599,257-99,257-11,538--110,795--

Andrea Slingsby (appointed 14 April 2025 and resigned 29 July 2025 as Alternative Director and reappointed to Non-Executive Director

8 September 2025)

2026101,331-101,331-12,160--113,491--

202520,880-20,880-2,442--23,322--

TOTAL NON-EXECUTIVE DIRECTOR REMUNERATION

2026870,348-870,348-31,233--901,581--

2025884,995-884,995-29,094--914,089--

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

** Includes consulting fees.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

Name

Short-termLong-term

Post-

employment

Termination

benefits

Share-based

payments

(share rights)

Total

Proportion

remuneration

performance

related

Value of

rights as

proportion

of

remunera-

tion

Salary

& fees*

STI cash

bonus

Total

Long service

leave

Super-

annuation

benefits

$$$$$$$$%%

EXECUTIVE DIRECTOR

Daniel Bracken**, CEO (until his passing on 26 February 2025)

202633,511-33,511-924--34,435--

2025737,244-737,244-101,90619,61575,076579,877--12.95%

TOTAL DIRECTOR REMUNERATION

2026903,859-903,859-32,157--936,016--

20251,622,239-1,622,239101,90648,709-75,0761,493,966--5.03%

EXECUTIVE KMP

Jonathan Waecker, CEO (commenced 27 August 2025)

2026687,337192,606879,94310,92330,000-15,410936,27620.6%1.65%

2025----------

Elodie Guillaumond

#

, CFO (commenced 2 February 2026)

2026233,22897,702330,9303,50826,308--360,74627.1%-

2025----------

Andrew Lowe, CFO (resigned 17 February 2026)***

2026391,704-391,704100,83319,61568,02214,797363,711--4.07%

2025656,217-656,21741,39830,000-38,251765,866-4.99%

TOTAL EXECUTIVE KMP REMUNERATION

20261,312,269290,3081,602,57786,40275,92368,0226131,660,73317.5%0.04%

2025656,217-656,21741,39830,000-38,251765,866-4.99%

TOTAL DIRECTOR AND EXECUTIVE KMP REMUNERATION

20262,216,128290,3082,506,43686,402108,08068,0226132,596,74911.2%0.02%

20252,278,456-2,278,45660,50878,709-36,8252,259,832--1.63%

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

#

CFO Elodie Guillaumond is not eligible for the FY26 LTI share offer.

** Paid to the Estate of Daniel Bracken in September 2025 upon finalisation of probate.

*** Andrew Lowe was paid a one-off discretionary payment in recognition of past service. Andrew was entitled to retain a pro-rata portion of unvested share rights, as

approved by the Board.

AUDITED REMUNERATION

REPORT, CONTINUED.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

ADDITIONAL STATUTORY

INFORMATION

EQUITY INSTRUMENTS

All options or rights refer to options or rights over ordinary

shares of Michael Hill International Limited, which are

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

Equity Incentive Plan (Plan).

MODIFICATION OF TERMS OF EQUITY-

SETTLED SHARE-BASED PAYMENT

TRANSACTIONS

The terms of the Plan were approved by shareholders at

the Company's 2023 Annual General Meeting held on 14

November 2023. The Plan replaced the Group’s previous

incentive scheme approved by shareholders to address

significant changes to the Corporations Act covering

employee share schemes. No changes were otherwise made to

the terms of the Plan during the reporting period.

The Plan applies to any rights or shares issued after

14 November 2023 as part of the Company’s LTI

remuneration strategy.

The terms of equity-settled share-based payment transactions

(including options and rights granted as compensation to a

KMP) entered into prior to 14 November 2023 have not been

altered or modified by the Company during the reporting

period or the prior period. Upon exercise of any option

previously granted with a NZ$ exercise price, the exercise price

will be converted to AU$ with reference to the Reserve Bank

of Australia foreign exchange rate on that date. The exercise

price of any future option grants will be set by using the same

method, with reference to the Australian Securities

Exchange ('ASX').

ANALYSIS OF OPTIONS AND RIGHTS

OVER EQUITY INSTRUMENTS GRANTED

AS COMPENSATION

No options were granted to KMP as compensation for the

financial year.

SHARE RIGHTS

The number of share rights issued to KMP and senior

management during FY26 was 2,664,527 share rights.

Of these, share rights issued to KMP are set out below.

Refer to Note D3 of the accompanying financial report for

further details.

Issued during

the year

Fair value per

share right

KMPNumber$

Jonathan Waecker2,664,5270.18

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

RECONCILIATION OF OPTIONS AND SHARE RIGHTS HELD BY KMP

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

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

Balance at start of the yearBalance at end of the year

Vested and

Exercisable

UnvestedIssuedForfeitedVestedExercised

Other

changes

Vested and

Exercisable

Unvested

ANDREW LOWE

1

FY20 LTI Plan

Tranche three-12,847--12,847(12,847)---

FY23 LTI Plan

Single Issue-195,411- (195,411)-----

FY24 LTI Plan

Single Issue-241,871- (43,412)--(198,459)--

FY25 LTI Plan

Single Issue-452,168- (222,030)--(230,138)--

JONATHAN WAECKER*

FY26 LTI Plan

Single Issue--2,664,527-----2,664,527

T O TA L-902,2972,664,527(460,853)12,847(12,847)(428,597)-2,664,527

1

Ceased as KMP on his resignation on 17 February 2026. Andrew was entitled to retain a pro-rata portion of unvested share rights (FY24 LTI Plan: 198,458, FY25 LTI Plan:

230,138), as approved by the Board.

* Share rights granted to Jonathan Waecker during the reporting period were approved by shareholders at the Company's 2025 AGM as required by ASX Listing

Rule 10.14.

SHAREHOLDINGS

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

Balance at start

of the year

Received on

exercise of rights

Other changes

Balance at end

of the year

NON-EXECUTIVE DIRECTORSNumberNumberNumberNumber

Emma Hill167,487,526 - - 167,487,526

Sir Richard (Michael) Hill*

1

148,330,600 - (148,330,600)-

Gary Smith102,000 - -102,000

Robert Fyfe1,953,578 - -1,953,578

David Whittle70,431 - -70,431

Claudia Batten- - - -

Andrea Slingsby----

NON-DIRECTOR

Andrew Lowe

2

818,37712,847(831,224)-

Jonathan Waecker----

Elodie Guillaumond----

* Includes common shareholding.

1

Ceased as KMP on his passing on 29 July 2025.

² Ceased as KMP on his resignation on 17 February 2026.

ADDITIONAL STATUTORY

INFORMATION, CONTINUED.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

VOTING OF SHAREHOLDERS AT LAST YEAR’S ANNUAL GENERAL MEETING

The Company received 98.37% of “For” votes on its remuneration report for FY25. The Company did not otherwise receive any

specific feedback at the AGM or throughout the year on its remuneration practices.

End of remuneration report.

INSURANCE OF OFFICERS AND INDEMNITIES

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

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

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

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

Company during or since the end of the year.

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

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

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

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

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

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

NON-AUDIT SERVICES

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

AUDITOR’S INDEPENDENCE DECLARATION

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

in this report.

ROUNDING OF AMOUNTS

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

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

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

This report is made on 28 August 2026 in accordance with a resolution of directors as required by section 298

of the

Corporations Act 2001.

R I Fyfe

Chair

Brisbane

28 August 2026

50
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation





Ernst & Young

111 Eagle Street


Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100


ey.co m/a u


Auditor’s independence declaration to the directors of Michael Hill

International Limited


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

review of the selective sustainability information in the sustainability report for the financial year

ended 28 June 2026, I declare to the best of my knowledge and belief, there have been:

a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in

relation to the audit and review;

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

review; and

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

relation to the audit and review.

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

the financial year.




Ernst & Young






Rebecca Burrows

Partner

28 August 2026



FINANCIAL
STATEMENTS

52

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

53
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

Notes

2026

$’000

2025

$’000

Revenue from contracts with customersA2655,679643,655

Other income3,1301,901

Cost of goods sold(259,338)(254,217)

Employee benefits expenseD1(183,163)(179,707)

Occupancy costs(16,111)(15,055)

Marketing expenses(35,991)(37,455)

Selling expenses(25,333)(24,796)

Impairment of property, plant and equipment and other assets(2,347)(2,841)

Impairment of intangible assetsF5-(7,400)

Depreciation and amortisation expenseF1(63,006)(65,536)

Loss on disposal of property, plant and equipment and intangibles(3,642)(518)

Administrative expenses(17,728)(18,596)

Other expenses(20,753)(20,335)

Finance expensesF1(13,705)(16,907)

Profit before income tax17,6922,193

Income tax expenseF8(7,697)(94)

Profit for the year9,9952,099

OTHER COMPREHENSIVE INCOME

Notes

2026

$’000

2025

$’000

Item that may be reclassified subsequently to profit or loss:

Currency translation differences arising during the year(7,353)1,301

Other comprehensive income for the year, net of tax(7,353)1,301

Total comprehensive income for the year2,6423,400

Total comprehensive income for the year is attributable to:

Owners of Michael Hill International Limited2,6423,400

EARNINGS PER SHARE FOR PROFIT/(LOSS) ATTRIBUTABLE

TO THE ORDINARY EQUITY HOLDERS OF THE COMPANY:

Notes

2026

cents

2025

cents

Basic earnings per shareF22.600.55

Diluted earnings per shareF22.520.53

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

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

ASSETS

Notes

2026

$’000

2025

$’000

CURRENT ASSETS

Cash and cash equivalentsB114,46110,248

Trade and other receivablesF314,66914,653

InventoriesA3189,742199,099

Current tax receivables2,0147,419

Contract assetsA2436438

Other current assets6,9816,217

Total current assets228,303238,074

NON-CURRENT ASSETS

Trade and other receivablesF31,4711,232

Right-of-use assetsA4109,800121,470

Property, plant and equipmentF450,99552,938

Intangible assetsF541,26247,463

Deferred tax assetsF853,14956,911

Contract assetsA261123

Other non-current assets190184

Total non-current assets256,928280,321

Total assets485,231518,395

LIABILITIES

CURRENT LIABILITIES

Trade and other payablesF681,49768,685

Lease liabilitiesA435,90138,784

Contract liabilitiesA214,98016,785

ProvisionsF710,12710,215

Current tax liabilities172827

Deferred revenue322270

Total current liabilities142,999135,566

NON-CURRENT LIABILITIES

Lease liabilitiesA490,568102,601

Contract liabilitiesA249,15049,984

BorrowingsB220,00052,100

ProvisionsF79,3987,525

Total non-current liabilities169,116212,210

Total liabilities312,115347,776

Net assets173,116170,619

EQUITY

Contributed equityF1012,85812,850

Reserves(6,056)1,450

Retained profits166,314156,319

Total equity173,116170,619

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

55
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

ATTRIBUTABLE TO OWNERS OF

MICHAEL HILL INTERNATIONAL LIMITED

Notes

Contributed

Equity

Share Based

Payments

Reserve

Foreign

Currency

Translation

Reserve

Retained

Profits

Total Equity

$’000$’000$’000$’000$’000

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

Profit for the year---2,0992,099

Currency translation differences--1,301-1,301

Total comprehensive income/(loss) for the year--1,3012,0993,400

Transactions with members in their capacity as owners:

Issue of share capital on exercise of share rightsF1087(87)---

Share-based payments expenseD1-338--338

87251--338

Balance at 29 June 202512,8501,329121156,319170,619

Profit for the year---9,9959,995

Currency translation differences--(7,353)-(7,353)

Total comprehensive income/(loss) for the year--(7,353)9,9952,642

Transactions with members in their capacity as owners:

Issue of share capital on exercise of share rightsF108(8)---

Share-based payments expenseD3-(145)--(145)

8(153)--(145)

Balance at 28 June 202612,8581,176(7,232)166,314173,116

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

56
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

CONSOLIDATED STATEMENT OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES

Notes

2026

$’000

2025

$’000

Receipts from customers (inclusive of GST and sales taxes)741,243726,427

Payments to suppliers and employees (inclusive of GST and sales taxes)(588,862)(603,363)

152,381123,064

Interest received296243

Other revenue received177647

Interest paid(3,584)(5,247)

Leasing interest paid(9,726)(11,167)

Income tax received/(paid)324(11,699)

Net GST and sales taxes paid(40,743)(40,770)

Net cash inflow from operating activitiesB199,12555,071

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for property, plant and equipment(12,853)(8,787)

Payments for intangible assets(1,328)(1,343)

Net cash (outflow) from investing activities(14,181)(10,130)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings100,50069,400

Repayment of borrowings(132,600)(76,200)

Principal portion of lease payments(47,965)(48,067)

Net cash (outflow) from financing activities(80,065)(54,867)

Net increase/(decrease) in cash and cash equivalents4,879(9,926)

Cash and cash equivalents at the beginning of the financial year10,24820,174

Effects of exchange rate changes on cash and cash equivalents(666)-

Cash and cash equivalents at the end of the financial yearB114,46110,248

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

57
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

CORPORATE INFORMATION

The consolidated financial statements of Michael Hill

International Limited and its subsidiaries (collectively,

the Group) for the 52 weeks ended 28 June 2026 were

authorised for issue in accordance with a resolution of the

directors on 28 August 2026. Michael Hill International

Limited (the Company or Parent) is a for profit company

limited by shares incorporated in Australia.

The Company is listed on the Australian Securities Exchange

('ASX') as its primary listing, and maintains a secondary

listing on the New Zealand Stock Exchange ('NZX').

A. FINANCIAL OVERVIEW

A1. SEGMENT INFORMATION

Management have determined the operating segments

based on the reports reviewed by the Board and Executive

Management team (Chief Operating Decision Makers

(CODM)) that are used to make strategic decisions. The

Board and Executive Management team consider, organise

and manage the business primarily from a geographic

perspective, being the country of origin where the sale and

service was performed.

The amounts provided to the Board and Executive

Management team in respect of total assets and liabilities

are measured in a manner consistent with the financial

statements. These reports do not allocate total assets or

total liabilities based on the operations of each segment or

by geographical location.

The Group's operations are in three geographical segments:

Australia, Canada and New Zealand.

The Corporate segment includes revenue and expenses

that do not relate directly to the relevant Michael Hill

Group retail segments. These predominately relate to

refining income, head office staff sales, corporate costs

and Australian based support costs, but also include

manufacturing activities, warehouse and distribution,

interest and company tax. Inter-segment pricing is at

arm's length or market value and inter-segment revenue is

eliminated on consolidation.

TYPES OF PRODUCTS AND SERVICES

Michael Hill International Limited and its controlled

entities operate predominately in the sale of jewellery

and related services.

MAJOR CUSTOMERS

Michael Hill International Limited and its controlled entities

sell goods and provide services to a number of customers

from which revenue is derived. There is no single customer

from which the Group derives more than 10% of total

consolidated revenue.

SEGMENT RESULTS

The CODM assesses the performance of the Group's

operating segments based on Comparable EBIT.

58
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

A1. SEGMENT INFORMATION, CONTINUED.

Reportable Segments

AustraliaCanadaNew ZealandCorporate

Group pre-

adjustments

Year ended 28 June 2026$’000$’000$’000$’000$’000

Revenue from external customers371,787186,33797,125430655,679

Gross Profit225,826112,52356,3892,240396,978

Operating expenses(176,563)(82,113)(41,002)(47,066)(346,744)

Depreciation and amortisation(12,993)(6,848)(3,220)(3,130)(26,191)

Comparable EBIT36,27023,56212,167(47,956)24,043

Adjusted for:

Employee restructure costs(575)

Transition costs(1,088)

Strategic review & simplification(6,128)

Litigation judgement313

Impact of IFRIC SaaS guidance2,488

Impact of AASB 16 Leases2,322

Interest income296

Finance expenses (excluding

interest on lease liabilities)

(3,979)

Group net profit before tax17,692

Year ended 29 June 2025*

Revenue from external customers362,646179,79899,4291,782643,655

Gross Profit215,446108,03457,9548,004389,438

Operating expenses(175,072)(80,064)(41,748)(50,161)(347,045)

Depreciation and amortisation(13,387)(7,102)(3,710)(2,849)(27,048)

Comparable EBIT26,98720,86812,496(45,006)15,345

Adjusted for:

Employee restructure costs(1,157)

Transition costs(436)

Bevilles integration costs(1,029)

Bevilles brand impairment(7,400)

Litigation judgement3,031

Impact of IFRIC SaaS guidance(929)

Impact of AASB 16 Leases264

Interest income243

Finance expenses (excluding

interest on lease liabilities)

(5,739)

Group net profit before tax 2,193

* The measures disclosed in the prior year have been re-presented in the table above on a consistent basis with the current period.

59
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

A2. REVENUE

2026

$’000

2025

$’000

Revenue from sale of goods and repair services626,561609,597

Revenue from Professional Care Plans (PCP)27,14432,030

Interest and other revenue from in-house customer finance program644590

Revenue from Lifetime Diamond Warranty (LTDW)1,3301,438

Total revenue from contracts with customers655,679643,655

DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

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

geographical regions:

2026

AustraliaCanada

New

Zealand

Corporate

& other

Total

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

At a point in time355,896177,48492,752429626,561

Over time15,8918,8534,373129,118

371,787186,33797,125430655,679

2025

AustraliaCanada

New

Zealand

Corporate

& other

Total

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

At a point in time344,392169,63193,7931,780609,596

Over time18,25410,1675,636234,059

362,646179,79899,4291,782643,655

60
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

A2. REVENUE, CONTINUED.

ASSETS AND LIABILITIES RELATED TO

CONTRACTS WITH CUSTOMERS

2026

$’000

2025

$’000

Right of return assets379347

Deferred PCP bonuses118214

Total contract assets497561

Deferred service revenue - PCP57,30160,146

Deferred service revenue -

Lifetime Diamond Warranty

6,1275,968

Rights of return liabilities702655

Total contract liabilities64,13066,769

REVENUE RECOGNISED IN RELATION

TO CONTRACT LIABILITIES

The following table shows how much of the revenue recognised

in the current reporting year relates to carried-forward contract

liabilities and how much relates to performance obligations

that were satisfied or partially satisfied in a prior year:

2026

$’000

2025

$’000

Revenue recognised that

was included in the contract

liability balance at the

beginning of the year

21,57522,404

Impact on revenue recognised

relating to performance

obligations satisfied

in previous years

(1,345)2,676

Revenue recognition patterns are regularly reassessed based

on new and historical trends resulting in remeasurement of

revenue recognised in previous years.

ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

(i) Sale of goods

Sales of goods are recognised when a Group entity delivers

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

payment and instalment plans or debit and credit cards.

The recorded revenue is the gross amount of sale (excluding

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

amounts deferred under AASB15

Revenue from Contracts

with Customers such as significant financing components and

potential customer returns.

(ii) Repair services

Sales of services for repair work performed is recognised in the

accounting period in which the services are performed.

(iii) Deferred service revenue and expenses

The Group offers a PCP product which is considered deferred

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

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

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

of plan purchased. The Group subsequently recognises the

income in revenue in the Consolidated Statement of Profit or

Loss and Other Comprehensive Income once these services are

performed. An estimate based on the timing and quantum of

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

the amount of service revenue to recognise in the Consolidated

Statement of Profit or Loss and Other Comprehensive Income.

(iv) Lifetime Diamond Warranty

LTDW is a warranty provided to customers with the purchase

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

has been deemed a service-type warranty and is calculated

with reference to the estimated value of service provided to

customers and the stand-alone value of customers obtaining

the service independently. Income in relation to the LTDW is

recognised in line with the estimated pattern of customers

utilising this service-type warranty.

A3. INVENTORIES

2026

$’000

2025

$’000

Raw materials5,2435,839

Finished goods179,002186,775

Packaging and other consumables5,4976,485

189,742199,099

Finished goods are held at the lower of cost and net

realisable value (NRV). During the year, finished goods

have been reduced by $1,382,000 (2025: $474,000) as a

result of the write-down to NRV. This is recognised in cost of

goods sold in the Consolidated Statement of Profit or Loss

and Other Comprehensive Income. During the year, packaging

and other consumables have been reduced by $1,275,000

(2025: $553,000) to reflect obsolescence. This is recognised

in the Consolidated Statement of Profit or Loss and Other

Comprehensive Income in impairment of other assets.

61
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

A4. LEASES

RIGHT-OF-USE ASSETS

2026

$’000

2025

$’000

Right-of-use assets400,573374,163

Less: Accumulated depreciation(290,773)(252,693)

109,800121,470

RECONCILIATION OF RIGHT-OF-USE ASSETS

Notes

2026

$’000

2025

$’000

Opening carrying value121,470133,988

Additional right-of-use assets relating to leases entered into during the year29,37928,386

Lease modifications agreed during the year9,0346,458

Depreciation expenseF1(46,317)(47,988)

Foreign currency translation(3,766)626

Closing carrying value109,800121,470

LEASE LIABILITIES

2026

$’000

2025

$’000

Current35,90138,784

Non-current90,568102,601

126,469141,385

RECONCILIATION OF LEASE LIABILITIES

Notes

2026

$’000

2025

$’000

Opening carrying value141,385154,581

Additional lease liabilities entered into during the year29,50328,749

Lease modifications agreed during the year7,6655,508

Interest expenseF19,72611,167

Lease repayments(57,815)(59,234)

Foreign currency translation(3,995)614

Closing carrying value126,469141,385

The incremental borrowing rate used in determining the lease liability ranged between 3.04% and 9.59% (2025: 2.52% and 10.06%).

62
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

A4. LEASES, CONTINUED.

ACCOUNTING POLICIES AND SIGNIFICANT JUDGEMENTS

The Group assesses at contract inception whether a contract

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

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

exchange for consideration.

Group as a lessee

The Group leases property, as well as machinery and office

equipment. The Group applies a single recognition and

measurement approach for all leases, except for short-term

leases and leases of low-value assets, which are recognised in

the profit or loss. The Group recognises lease liabilities to make

lease payments and right-of-use assets representing the right

to use the underlying assets.

Right-of-use assets

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

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

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

accumulated depreciation and impairment losses, and adjusted

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

use assets includes the amount of lease liabilities recognised,

initial direct costs incurred, and lease payments made at or

before the commencement date less any lease incentives

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

basis over the lease term.

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

the accounting policies in Note I1(F).

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

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

purchase option, depreciation is calculated using the estimated

useful life of the asset.

Lease liabilities

At commencement date of the lease, the Group recognises

lease liabilities measured at the present value of lease

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

include fixed payments (including in-substance fixed payments)

less any lease incentives receivable, variable lease payments

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

be paid under residual value guarantees. The lease payments

also include the exercise price of a purchase option reasonably

certain to be exercised by the Group and payments of penalties

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

exercising the option to terminate. Variable lease payments that

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

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

which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the

Group uses its incremental borrowing rate at the lease

commencement date because the interest rate implicit in the

lease is not readily determinable. After the commencement

date, the amount of lease liabilities is increased to reflect

the accretion of interest and reduced for the lease payments

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

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

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

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

determine such lease payments) or a change in the assessment

of an option to purchase the underlying asset.

The Group has several lease contracts that include extension

options. These options are negotiated by management to

provide flexibility in managing the leased-asset portfolio and

align with the Group’s business needs. Management exercises

significant judgement in determining whether these extension

options are reasonably certain to be exercised (refer to Note I1).

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption

to its short-term leases of property, machinery and equipment

(i.e., those leases that have a lease term of 12 months or less

from the commencement date and do not contain a purchase

option). It also applies the lease of low-value assets recognition

exemption to leases of office equipment that are considered to

be low value. Lease payments on short-term leases and leases

of low-value assets are expensed on a straight-line basis over

the lease term.

The expense related to short-term property leases was

$4,084,000 in the current year (2025: $3,057,000).

63
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

B. CASH MANAGEMENT

B1. CASH AND CASH EQUIVALENTS

2026

$’000

2025

$’000

Cash at bank and on hand14,461 10,248

RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH

INFLOW FROM OPERATING ACTIVITIES

Notes

2026

$’000

2025

$’000

Profit/(loss) for the year9,995 2,099

Adjustment for:

Depreciation of property, plant and equipmentF412,90713,363

Depreciation of right-of-use assetsA446,31747,988

Amortisation of intangible assetsF54,0964,185

Impairment of property, plant and equipment and other assets2,3472,066

Impairment of other intangible assetsF5-(97)

Impairment of Bevilles brand intangibles assetsF5-7,400

Non-cash employee benefits expense - share-based paymentsD3(145)338

Make good interest392149

Net loss on disposal of non-current assets3,642518

Gain on lease modification(1,369)-

Net exchange differences(4,283)(2,065)

Change in operating assets and liabilities

(Increase)/decrease in trade and other receivables(334)8

(Increase)/decrease in inventories8,494(3,274)

(Increase)/decrease in deferred tax assets3,762(4,405)

(Increase)/decrease in other non-current assets53343

(Increase)/decrease in other current assets(727)1,867

Decrease in current tax receivable/(decrease) in current tax liability4,750(6,700)

(Decrease)/increase in trade and other payables12,6222,445

(Decrease)/increase in provisions(708)(5,612)

(Decrease)/increase in contract liabilities(2,686)(5,545)

Net cash inflow from operating activities99,12555,071

64
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

B2. BORROWINGS

20262025

CurrentNon-currentTotalCurrentNon-currentTotal

$’000$’000$’000$’000$’000$’000

Bank loans-20,00020,000-52,10052,100

Total secured borrowings-20,00020,000-52,10052,100

In December 2025, the Company refinanced its debt facility for an additional availability period of two years, maturing on 31 August

2028. This facility is funded by ANZ Banking Group and Commonwealth Bank of Australia. The financial arrangement is a $90m core

working capital facility that temporarily increases to $110m each year from 15 September to 14 January, in line with the prior financial

year. The CBA facility agreement includes a $3m contingent liability facility. Each subsidiary of the Group guarantees the Company's

obligations under the facility.

The facility also contains terms that are typical for a transaction of this nature including conditions for repayment, financial covenants,

guarantee provisions, representations and warranties made by the borrowers, information undertakings, cancellation and termination of

the facility and events of default. Refer Note C3 Capital Management.

B3. DIVIDENDS

ORDINARY SHARES

2026

$’000

2025

$’000

No final dividend was declared for the year ended 29

June 2025 (2024: no final dividend declared)

--

No interim dividend was declared for the year ended 28

June 2026 (2025: no interim dividend declared)

--

DIVIDENDS NOT RECOGNISED AT THE END OF THE REPORTING PERIOD

2026

$’000

2025

$’000

Since year-end, the Directors have recommended a 2.0 cents

(2025: nil) per fully paid share final dividend.

7,697 -

FRANKING AND IMPUTATION CREDITS

2026

$’000

2025

$’000

Franking credits available for subsequent reporting periods

based on a tax rate of 30.0% (2025: 30.0%)

9,19416,613

Imputation credits (NZ$) available for subsequent reporting periods

based on New Zealand tax rate of 28.0% (2025: 28.0%)

6,4834,597

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

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

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

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

The dividend recommended by the Directors since year-end, but not recognised as a liability at year-end, will be partially franked and

partially imputed. The impact of this is estimated to be a reduction in the franking credit account of $1.6m (2025: Nil) and a reduction in

the imputation credit of NZ$1.5m (2025: Nil).

65
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

C. FINANCIAL RISK MANAGEMENT

C1. FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a range of financial risks, including foreign exchange risk, interest rate risk, credit risk and liquidity risk.

The Group’s risk management framework is designed to manage financial market volatility and minimise potential adverse effects on

the Group’s financial performance.

The Group manages its financial risks in accordance with its Treasury Policy. Any derivatives are used exclusively for risk management

purposes and not for trading or speculative purposes.

RISKEXPOSURE ARISING FROMMEASUREMANAGEMENT MAY INCLUDE

Market risk

- foreign exchange

Future commercial transactions

Recognised financial assets and

liabilities not denominated in AUD

Cash flow forecasting and

sensitivity analysis

Forward exchange contracts (FEC)

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

Credit risk

Cash and cash equivalents

and trade receivables

Ageing analysis

Diversification of bank deposits,

credit limits and letters of credit

Liquidity riskBorrowings and other liabilitiesRolling cash flow forecasts

Availability of committed credit

lines and borrowing facilities

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

foreign exchange risk.

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

financial risks so that appropriate actions may be taken.

FOREIGN EXCHANGE RISK

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

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

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

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

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

The Group currently does not use derivative financial instruments to hedge its exposures to foreign currency risk arising from

intercompany loans. Exchange rates and the carrying amounts of the loan are monitored to assess the ongoing impact on the Group's

financial performance.

Exposure

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

20262025

USD

$’000

NZD

$’000

CAD

$’000

EUR

$’000

SGD

$’000

USD

$’000

NZD

$’000

CAD

$’000

EUR

$’000

THB

$’000

Cash and cash equivalents385-51-2651027-

Trade receivables872413--1174306-

Trade payables(17,273)(1,888)-(1,497)(256)(11,495)(1,455)(139)(1,194)(6,522)

Forward exchange contracts:

Buy foreign currency12,090--2,260-6,000----

Net foreign currency exposure(4,711)(1,864)18764(256)(5,352)(1,446)(99)(1,161)(6,522)

66
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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

C1. FINANCIAL RISK MANAGEMENT, CONTINUED.

Sensitivity

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

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

Impact on pre-tax profit

Impact on other components

of equity

2026202520262025

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

AUD increases 10%6671,064-2,561

AUD decreases 10%(815)(1,300)-(3,130)

INTEREST RATE RISK

The Group is exposed to interest rate risk principally through cash balances and variable-rate borrowings. Variable-rate borrowings

expose the Group to cash flow interest rate risk, while fixed-rate borrowings expose the Group to fair value interest rate risk. 100%

(2025: 100%) of the Group's borrowings are variable rate borrowings.

The Group’s current external funding arrangement is a working capital facility domiciled in and denominated in Australian dollars,

and there is no corporate long-term debt. The Group does not currently use interest rate swaps. At 28 June 2026, the Group had no

corporate long-term debt and no interest rate swaps in place (2025: no corporate long-term debt and no interest rate swaps in place).

If additional debt facilities are established, including in Canada or New Zealand, the Group may consider the use of interest rate swaps

or other appropriate derivative instruments to manage the associated interest rate risk, in accordance with its Treasury Policy.

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

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

principal amount. At 28 June 2026, the Group had no corporate long term debt and there were no swaps in place (2025: no corporate

long term debt and no swaps in place).

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

28 June 202629 June 2025

Weighted

average

interest rate

Balance

Weighted

average

interest rate

Balance

%$’000%$’000

Bank overdrafts and bank loans5.53%20,0006.48%52,100

Net exposure to cash flow interest rate risk20,00052,100

Sensitivity

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

All other non-derivative financial liabilities have a contractual maturity of less than 6 months.

Impact on pre-tax profit

Impact on other

components of equity

2026202520262025

$’000$’000$’000$’000

Interest rates - increase by 100 basis points(55)(419)--

Interest rates - decrease by 100 basis points55419--

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

CREDIT RISK

Credit risk is managed on a Group basis and refers to the risk of a counterparty failing to discharge an obligation. In the normal course

of business, the Group incurs credit risk from trade receivables and transactions with financial institutions. The Group places its cash

and short term deposits with only high credit quality financial institutions. Sales to retail customers are required to be settled via cash,

major credit cards or passed onto various credit providers in each country.

At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure on financial instruments.

The Group provides interest-free consumer credit in Canada as a secondary product and the credit risk exposure which exists against

this financial instrument is detailed in Note F3. Other than the loss allowance recognised in trade and other receivables in Note F3, no

financial assets were impaired or past due. The maximum exposure to credit risk at the end of the reporting year is the carrying amount

of each class of financial assets disclosed in Note F3.

LIQUIDITY RISK

The Group maintains prudent liquidity risk management with sufficient cash and the availability of funding through an adequate amount

of committed credit facilities.

Financing arrangements

The Group’s objectives when managing capital are to ensure sufficient liquidity to support its financial obligations and execute the

Group's operational and strategic plans. The Group continually assesses its capital structure and makes adjustments to it with reference

to changes in economic conditions and risk characteristics associated with its underlying assets.

In FY26, the Group had access to an overdraft facility and a $90m core working capital facility that temporarily increases to $110m

each year from 15 September to 14 January, in line with the prior financial year. The following were undrawn from these facilities at the

end of the reporting year:

FLOATING RATE

2026

$’000

2025

$’000

- Expiring beyond one year (bank overdrafts)1,8181,925

- Expiring beyond one year (bank loans)70,00037,900

71,81839,825

The maturity date of the financing facilities provided to the Group by both Australia and New Zealand Banking Group Limited and

Commonwealth Bank of Australia Limited is 31 August 2028.

Maturities of financial liabilities

The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

• all non-derivative financial liabilities, and

• net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of

the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying

balances as the impact of discounting is not significant.

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

C1. FINANCIAL RISK MANAGEMENT, CONTINUED.

CONTRACTUAL MATURITIES

OF FINANCIAL LIABILITIES

Less than

6 months

6-12

months

Between 1

and 2 years

Between

2 and 5

years

Over 5

years

Total

contractual

cash flow

At 28 June 2026$’000$’000$’000$’000$’000$’000

Non-derivatives

Lease liabilities22,79620,57032,53649,13236,095161,129

Trade payables81,497----81,497

Borrowings5535531,10620,184-22,396

Total non-derivatives104,84621,12333,64269,31636,095265,022

Derivatives

Outward payments FECs20,792----20,792

Inward receipts FECs(21,238)----(21,238)

Net FECs(446)----(446)

At 29 June 2025

Non-derivatives

Lease liabilities25,27522,17336,57254,52643,285181,831

Trade payables68,685----68,685

Borrowings1,6881,68852,663--56,039

Total non-derivatives95,64823,86189,23554,52643,285306,555

Derivatives

Outward payments FECs9,188----9,188

Inward receipts FECs(9,166)----(9,166)

Net FECs22----22

C2. DERIVATIVE FINANCIAL INSTRUMENTS

The Group is exposed to certain risks relating to its ongoing

business operations. The primary risks managed using

derivative instruments are foreign currency risk and interest

rate risk. The Group does not apply hedge accounting.

C3. CAPITAL MANAGEMENT

For the purpose of the Group's capital management, capital

includes issued capital, and all equity reserves attributable to

the equity holders of the parent.

The Group actively manages its capital structure, taking

account of changes in economic conditions, operational

requirements and the financial covenant requirements of its

debt facilities.

The Group’s objectives when managing capital are to safeguard

its ability to continue as a going concern, thereby enabling

it to provide returns to shareholders and benefits to other

stakeholders, and to maintain an appropriate capital structure

that supports an efficient cost of capital.

To maintain or adjust its capital structure, the Group may adjust

dividends paid to shareholders, return capital to shareholders,

issue new shares or dispose of assets to reduce debt.

The Group’s debt facilities, including its working capital facility,

are subject to external bank financial covenants. Compliance

with these covenants is calculated and reported to the relevant

lenders quarterly on a pre-AASB 16

Leases basis. The principal

covenants relevant to capital management comprise the

fixed charge cover ratio, debt-to-EBITDA ratio, gross debt-to-

capitalisation ratio and borrowing base ratio. For the purposes

of the covenant calculations, net debt comprises interest-

bearing loans and borrowings less cash and

short-term deposits.

Non-compliance with financial covenants may, unless remedied

or waived in accordance with the facility documentation,

constitute an event of default. In those circumstances, the

lenders may be entitled to declare loans and borrowings

immediately due and payable. The Group complied with its

financial covenants for all applicable quarterly testing periods

up to and including 28 June 2026.

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

D. REWARD AND RECOGNITION

D1. EMPLOYEE BENEFITS

EMPLOYEE BENEFITS

2026

$’000

2025

$’000

Employee wages159,720156,046

Employee wages on-costs and post-retirement benefits23,58823,323

Employee share-based payments expense(145)338

183,163179,707

D2. KEY MANAGEMENT PERSONNEL

2026

$

2025

$

Short-term employee benefits2,506,4362,278,456

Long-term benefits(86,402)(60,508)

Post-employment benefits108,08078,709

Termination benefits68,022-

Share-based payments613(36,825)

2,596,7492,259,832

D3. SHARE-BASED PAYMENTS

OPTIONS

Options are granted from time to time at the discretion of Directors to senior executives within the Group. Motions to issue options

to related parties of Michael Hill International Limited are subject to the approval of shareholders at the Annual General Meeting in

accordance with the Company's constitution.

Options are granted under the plan for no consideration. Options expire ten years after granted, vest over five years, are exercisable at

any time during the final five years and vesting is subject to remaining employed by the Group.

Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share.

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

D3. SHARE-BASED PAYMENTS, CONTINUED.

20262025

Set out below are summaries of options granted under the plan:

Average

exercise price

per option

Number of

options

Average

exercise price

per option

Number of

options

Opening balance NZD options1.17100,0001.40200,000

Expired during the year1.14(100,000)1.63(100,000)

Closing balance NZD options--1.17100,000

Opening balance AUD options1.56300,0001.56300,000

Closing balance AUD options1.56300,0001.56300,000

Options outstanding at the end of the year have the following expiry dates and exercise prices:

Grant dateExpiry dateExercise price20262025

22 January 201630 September 2025NZ$1.14-100,000

22 September 201630 September 2026AU$2.12100,000100,000

5 October 201730 September 2027AU$1.44100,000100,000

22 September 201830 September 2028AU$1.11100,000100,000

300,000400,000

The weighted average remaining contractual life of share options outstanding at the end of the period was 1.3 years (2025: 1.8 years).

SHARE RIGHTS

The Company’s Equity Incentive Plan was approved by shareholders at the 2023 Annual General Meeting held on 14 November 2023

(Plan). The Plan allows the Board to issue share rights to executive directors, executives and other senior leaders eligible to participate in

the Plan.

Each share right represents a right to receive one ordinary share in the Company, subject to the terms and conditions of the Plan

including satisfaction of certain performance metrics. An allocation of share rights is made to an eligible participant on an annual basis

typically calculated as a percent of the value of their total fixed remuneration. 50% of a participants share rights are allocated to an

earnings per share (EPS) performance hurdle and 50% of share rights are allocated to a total shareholder return (TSR) performance

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

hurdle. Vesting of the share rights is subject to the Company achieving a minimum compound annual growth rate (CAGR) in EPS or TSR

(as the case requires) over three years (Performance Period). Subject to the participant remaining an employee of the Group at the end

of the Performance Period, the share rights vest based on the following vesting schedule:

EPS CAGRTSR CAGRVESTING OUTCOME

2023 ISSUE

Less than 5% CAGRLess than 10% CAGRNo share rights vest

Between 5% CAGR and <10% CAGRBetween 10% CAGR and <20% CAGR

EPS: 10% of share rights vest for

each 1% increase in CAGR

TSR: 10% of share rights vest for

each 1% increase in CAGR

Equal to or greater than 10% CAGREqual to or greater than 20% CAGR100% of share rights vest

2024 ISSUE

Less than 5% CAGRLess than 10% CAGRNo share rights vest

Between 5% CAGR and <10% CAGRBetween 10% CAGR and <20% CAGR

EPS: 20% of share rights vest for

each 1% increase in CAGR

TSR: 10% of share rights vest for

each 1% increase in CAGR

Equal to or greater than 10% CAGREqual to or greater than 20% CAGR100% of share rights vest

2025 AND 2026 ISSUE

Less than 20% CAGRLess than 10% CAGRNo share rights vest

Between 20% CAGR and <30% CAGRBetween 10% CAGR and <20% CAGR

EPS: 10% of share rights vest for

each 1% increase in CAGR

TSR: 10% of share rights vest for

each 1% increase in CAGR

Equal to or greater than 30% CAGREqual to or greater than 20% CAGR100% of share rights vest

During the year, the Board agreed to grant 8,325,263 share rights to eligible participants.

20262025

Average fair

value per

share right

Number of

share rights

Average fair

value per

share right

Number of

share rights

Opening balance1.358,926,3151.097,434,253

Granted0.178,325,2630.395,943,791

Exercised0.74(23,326)0.44(195,313)

Forfeited0.54(4,308,656)0.37(4,256,416)

Closing balance1.2312,919,5961.358,926,315

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

D3. SHARE-BASED PAYMENTS, CONTINUED.

The number of share rights in each tranche is based on the

prescribed dollar value for each tranche divided by the

volume weighted average share price ('VWAP') of Michael

Hill International Limited shares over ten trading days

following the shares trading subsequent to the final Annual

results announcement.

Share rights issued during the current financial year used the

Monte Carlo model to determine the fair value of share rights

using the following inputs:

20262025

Number of rights8,325,2635,943,791

Share price$0.33$0.59

Annualised volatility40%40%

Expected dividend yield8.5%5.7%

Risk free rate3.87%3.95%

Fair value of share right$0.17$0.39

2026

$

2025

$

Expenses arising from share-

based payment transactions

(144, 550) 338,479

ACCOUNTING POLICY

Options

The fair value was measured at grant date and is recognised

over the period during which the employees become

unconditionally entitled to the options. The fair value at

grant date for options issued during prior financial years was

independently determined using a Binomial option pricing

model, which is an iterative model for options that can be

exercised at times prior to expiry. The model takes into account

the grant date, exercise price, market performance conditions,

the impact of dilution, the non-tradeable nature of the option,

the share price at grant date and expected price volatility of the

underlying share, the expected dividend yield and the risk-free

interest rate for the term of the option. It also assumes the

options will be exercised at the mid-point of the exercise period.

The fair value of options granted is recognised as an employee

benefits expense with a corresponding increase in equity. The

total amount to be expensed is determined by reference to the

fair value of the options granted:

• including any market performance conditions (e.g. the

entity’s share price)

• excluding the impact of any service and non-market

performance vesting conditions (e.g. profitability, sales

growth targets and remaining an employee of the entity

over a specified period), and

• including the impact of any non-vesting conditions (e.g. the

requirement for employees to save or holdings shares for a

specific period of time).

The total expense is recognised over the vesting period, which

is the period over which all of the specified vesting conditions

are to be satisfied. At the end of each year, the entity revises

its estimates of the number of options that are expected to

vest based on the non-market vesting and service conditions.

It recognises the impact of the revision to original estimates, if

any, in profit or loss, with a corresponding adjustment to equity.

Upon the exercise of options, the balance of the share-based

payments reserve relating to those options is transferred to

share capital.

Share rights

The fair value of rights granted is recognised as an employee

benefit expense with a corresponding increase in equity.

The fair value was measured at grant date and is recognised

over the period during which the employees become

unconditionally entitled to the rights.

The total expense is recognised over the vesting period,

which is the period over which all of the specified vesting

conditions are to be satisfied. At the end of each year, the

entity revises its estimates of the number of share rights that

are expected to vest based on the non-market vesting and

service conditions. It recognises the impact of the revision to

original estimates, if any, in profit or loss, with a corresponding

adjustment to equity.

Upon the exercise of the share rights, the balance of the share-

based payments reserve relating to those rights is transferred

to share capital.

E. RELATED PARTIES

RELATED PARTY

TRANSACTIONS

2026

$

2025

$

Contribution to Michael Hill

Violin Charitable Trust

1

-36,544

1

Ceased to be a related party in the current reporting period.

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

F. OTHER INFORMATION

F1. EXPENSES

DEPRECIATION AND AMORTISATION

Notes

2026

$’000

2025

$’000

Depreciation on property, plant and equipment12,593 13,363

Depreciation on right-of-use assetsA446,31747,988

Total depreciation58,91061,351

Amortisation on software F54,0964,185

Total amortisation4,0964,185

Total depreciation and amortisation63,00665,536

FINANCE COSTS

Notes

2026

$’000

2025

$’000

Interest on lease liabilitiesA49,72611,167

Bank and interest charges3,5875,591

Interest on make good provision392149

13,70516,907

F2. EARNINGS PER SHARE

RECONCILIATION OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE

2026

$’000

2025

$’000

Basic earnings per share

Profit/(loss) attributable to the ordinary equity holders of the Company used in calculating

basic earnings per share

9,9952,099

Diluted earnings per share

Profit/(loss) from continuing operations attributable to the ordinary equity holders

of the Company

9,9952,099

WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR

2026

Number

2025

Number

Weighted average number of ordinary shares used as the denominator in calculating

basic earnings per share

384,837,668384,744,855

Adjustments for calculation of diluted earnings per share:

Share rights11,187,2408,471,976

Weighted average number of ordinary and potential ordinary shares used

as the denominator in calculating diluted earnings per share

396,024,908393,216,831

Options and share rights granted to employees under the Michael Hill International Limited Employee Option Plan are considered to

be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they

are dilutive. All options outstanding at financial year end were considered to be anti-dilutive. The options and share rights have been

excluded in the determination of basic earnings per share. Details are set out in Note D3.

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

F3. TRADE AND OTHER RECEIVABLES

20262025

CurrentNon-currentTotalCurrentNon-currentTotal

$’000$’000$’000$’000$’000$’000

Trade receivables3,618-3,6183,446-3,446

Provision for expected credit loss(21)-(21)(57)-(57)

3,597-3,5973,389-3,389

Canadian in-house customer finance5,7671,5797,3465,4011,2796,680

Provision for expected credit loss(387)(107)(494)(207)(47)(254)

5,3801,4726,8525,1941,2326,426

Sundry debtors5,692(1)5,6916,070-6,070

14,6691,47116,14014,6531,23215,885

Trade receivables

Trade receivables from sales made to customers through third

party credit providers are non-interest bearing and are generally

on 0 - 30 day terms.

Canadian in-house customer finance

Canadian in-house customer finance debtors represent

amounts receivable under the Michael Hill Canadian in-house

credit programme, which offers customers interest-free

instalment payment plans over terms of 6, 12, 18, or 24

months. The outstanding balance includes both accrued

interest and annual fee components, with interest charged

only on expiry of the promotional period or instances of

customer delinquency.

Sundry debtors

Sundry debtors relates to supplier credits, security deposits,

insurance recoveries and other sundry receivables. Based on

the credit history of these debtors, it is expected that these

amounts will be received when due and no impairment

is recognised.

Effective interest rates

All receivables are non-interest bearing except for a small

portion of in-house customer finance receivables. In-house

customer finance receivables are recognised net of significant

financing components determined in accordance with AASB15

Revenue from Contracts with Customers.

ECL and risk exposure

An ECL analysis is performed at each reporting date. The

maximum exposure to credit risk is the carrying value of in-

house customer finance program and trade receivables. The

Group does not hold collateral as security. The Group evaluates

the concentration of risk with respect to these receivables as

low. For further details refer to Note C1.

AGEING OF TRADE

RECEIVABLES

2026

$’000

2025

$’000

Current3,5273,248

< 30 days past due69129

30 - 60 days past due1535

60+ days past due734

3,6183,446

MOVEMENTS IN THE

PROVISION FOR ECL OF

TRADE RECEIVABLES ARE

AS FOLLOWS:

2026

$’000

2025

$’000

Opening balance57127

Additional provisions

recognised

2157

Net amounts written off(57)(127)

Closing balance2157

AGEING OF CANADIAN

IN-HOUSE CUSTOMER

DEBTOR FINANCE

2026

$’000

2025

$’000

Current, aged 0 - 30 days6,7136,153

Past due, aged 31 - 90 days278244

Past due, aged more than

90 days

355283

7,3466,680

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MICHAEL HILL INTERNATIONAL LIMITED

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

MOVEMENTS IN THE PROVISION FOR ECL OF CANADIAN IN-

HOUSE CUSTOMER DEBTOR FINANCE ARE AS FOLLOWS:

2026

$’000

2025

$’000

Opening balance254217

Additional provisions recognised896895

Net amounts written off(656)(858)

Closing balance494254

F4. PROPERTY, PLANT AND EQUIPMENT

Plant and

equipment

Fixtures and

fittings

Leasehold

improvements

Display

materials

Total

Notes$’000$’000$’000$’000$’000

At 30 June 2024

Cost45,10441,086102,28310,527199,000

Accumulated depreciation and impairment(32,335)(31,747)(68,622)(6,589)(139,293)

Net book amount12,7699,33933,6613,93859,707

Year ended 29 June 2025

Opening net book amount12,7699,33933,6613,93859,707

Exchange difference576719920343

Additions1,5473,1673,8585579,129

Disposals(293)(167)(338)(14)(812)

Depreciation charge(3,184)(2,411)(6,672)(1,096)(13,363)

Impairment write-back/(loss)(249)(244)(1,566)(7)(2,066)

Closing net book amount10,6479,75129,1423,39852,938

At 29 June 2025

Cost44,63441,991102,34310,778199,746

Accumulated depreciation and impairment(33,987)(32,240)(73,201)(7,380)(146,808)

Net book amount10,6479,75129,1423,39852,938

At 28 June 2026

Opening net book amount10,6479,75129,1423,39852,938

Exchange difference(455)(470)(1,011)(149)(2,085)

Additions4,8262,4315,9161,73214,905

Disposals(553)(269)(223)(401)(1,446)

Depreciation charge(3,300)(2,428)(6,315)(864)(12,907)

Impairment loss(70)(50)(288)(2)(410)

Closing net book amount11,0958,96527,2213,71450,995

At 28 June 2026

Cost42,98039,14798,52110,226190,874

Accumulated depreciation and impairment(31,885)(30,182)(71,300)(6,512)(139,879)

Net book amount11,0958,96527,2213,71450,995

F3. TRADE AND OTHER RECEIVABLES, CONTINUED.

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

F4. PROPERTY, PLANT AND EQUIPMENT, CONTINUED.

Impairment loss

As per the Group's accounting policies, the Group impairs assets where the recoverable amount is less than the carrying amount and

reverses the impairment if no longer applicable. This also includes assets held at stores facing closure. Any assets held at an impaired

store that are able to be redeployed throughout the Group are not impaired.

The Group treats each store as a separate cash-generating unit for impairment testing of property, plant and equipment and right-of-

use assets. A review of impairment indicators was performed. Where an indicator was identified a Value in Use "VIU" assessment was

performed resulting in an impairment loss being recorded. The accounting policy for this is disclosed in Note I1(F).

Current year

The recoverable amount of each store has been determined based on the value-in-use approach. As a result of the annual impairment

assessment performed, a total impairment expense of $410,000 was recognised in relation to the stores within the Group.

AustraliaCanadaNew Zealand

Michael Hill

Group

Impairment loss - 2026306-104 410

Impairment loss - 20251,29652582 1,903

Key assumptions used for value-in-use

The pre-tax discount rates used in determining the recoverable amount ranged between 7.45% and 14.25%, depending on both

the geographical segment of the assets and the underlying brand to which the assets are deployed. These assumptions have been

used for the analysis of each CGU, in line with the expected long-term inflation of each geographical location and store EBIT with

no terminal value.

Impact of possible changes in key assumptions

A reasonably possible change in key assumptions will not lead to a further impairment.

Depreciation methods and useful lives

Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of the assets, net of their

residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and

equipment, the shorter lease term as follows:

• Plant and equipment 4 - 7 years

• Motor vehicles 3 - 5 years

• Fixtures and fittings 6 - 10 years

• Leasehold improvements 6 - 10 years

• Display materials 2 - 5 years

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

F5. INTANGIBLE ASSETS

Goodwill

Brand,

Loyalty

Programs &

Trademarks

Computer

software

Total

Notes$’000$’000$’000$’000

At 30 June 2024

Cost19,22320,50040,00179,724

Accumulated amortisation and impairment--(21,921)(21,921)

Net book amount19,22320,50018,08057,803

Year ended 29 June 2025

Opening net book amount19,22320,50018,08057,803

Exchange difference--(1)(1)

Additions--1,3431,343

Impairment-(7,400)(97)(7,497)

Amortisation charge--(4,185)(4,185)

Closing net book amount19,22313,10015,14047,463

At 29 June 2025

Cost19,22320,50041,32681,049

Accumulated amortisation-(7,400)(26,186)(33,586)

Net book amount19,22313,10015,14047,463

Year ended 28 June 2026

Opening net book amount19,22313,10015,14047,463

Additions--1,3281,328

Disposals--(3,433)(3,433)

Amortisation charge-(336)(3,760)(4,096)

Closing net book amount19,22312,7649,27541,262

At 28 June 2026

Cost19,22320,50037,72077,443

Accumulated amortisation and impairment-(7,736)(28,445)(36,181)

Net book amount19,22312,7649,27541,262

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ANNUAL REPORT 2026

NOTES TO THE FINANCIAL STATEMENTS

F5. INTANGIBLE ASSETS, CONTINUED.

Impairment testing of goodwill and indefinite life intangibles (brand names)

The Group tests goodwill and indefinite life intangibles (brand names) annually for impairment, in accordance with the accounting

policy stated in note I1(K). For all cash-generating units (CGUs) which contain goodwill or indefinite life intangibles and all other

CGUs which show an indicator of impairment, the recoverable amounts have been determined based on the higher of fair value less

costs of disposal or value-in-use calculations.

Goodwill acquired through business combinations is allocated to the group of stores operating in Australia (group of CGUs).

The brand intangible asset with an indefinite useful life is allocated to the group of stores operating in Australia (group of CGUs) for

which the brand operates.

Current year

Goodwill

There was no impairment of goodwill in the current year.

Indefinite life brand names

The recoverable amount of the Bevilles brand has been determined based on a fair value less costs of disposal, using the income approach

(specifically the relief from royalty method), to fair value the brand. As a result of the annual assessment performed, no impairment loss

is recognised in relation to the Bevilles brand name. The carrying value of the Bevilles brand remains unchanged at $11.9m.

BRAND, LOYALTY PROGRAMS & TRADEMARKS

2026

$’000

2025

$’000

Bevilles brand11,92911,929

Loyalty Programs and Trademarks1,1711,171

Total Brand, Loyalty Programs and Trademarks13,10013,100

Key assumptions used for value-in-use / fair value less cost to sell calculations

Goodwill

The recoverable amount has been calculated using the value-in-use method. This is a level 3 estimate. A pre-tax discount rate of

10.61% (2025: 7.58%) was applied. For the purposes of impairment testing, a long-term growth rate of 2.5% (2025: 2.4%) was used to

extrapolate cash flows beyond the budget period and calculate a terminal value, in line with the Australian expected long-term inflation.

The basis of estimation of the five-year cash flows uses the following key operating assumptions:

• Five-year budgeted EBITDA is based on management’s forecasts of revenue;

• Revenue forecasts take into account historical revenue and consider external factors such as market sector and

geography; and

• Costs are calculated taking into account historical margins, forecast increases and estimated inflation rates over the period.

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NOTES TO THE FINANCIAL STATEMENTS

Indefinite life brand names

The recoverable amount has been calculated using the fair value less cost of disposal, using the income approach, specifically the relief from

royalty method. This is a level 3 estimate. The basis of estimation of the ten-year cash flows uses the following key operating assumptions:

• EBITDA within the assessment period is based on management's forthcoming year budget and subsequent years forecasts of

revenue, taking into account the expected growth in the business in the coming years as a result of operational effectiveness

and market sentiment of both retail and online operations;

• Revenue forecasts take into account historical revenue and consider external factors such as market sector and geography.

These financial revenue estimates are projected for a further nine years based on an average growth rate of 4.97%;

• Costs are calculated taking into account historical margins, forecast increases and estimated inflation rates over the period,

consistent with the locations in which Bevilles operate;

• Long-term EBIT margins have been applied to forecasts beyond FY30 ranging from 7.07% to 8.49%;

• A long-term growth rate of 2.50% (2025: 2.50%) has been used to calculate a terminal value; and

• The royalty rate has been applied at 2.20% (2025: 2.4%), indicating the hypothetical royalties the Group would have to pay

for the use of the brand asset if it did not own it.

A post-tax discount rate of 14.25% (2025: 13.75%) was applied. The discount rate is based on available market data and data from

comparable listed companies within the jewellery industry and is determined using the weighted average cost of capital.

Impact of reasonably possible changes in key assumptions

Goodwill

The carrying value of goodwill is not sensitive to changes in key assumptions.

Indefinite life brand names

The carrying value of the brand approximates its recoverable value. Any adverse change in key assumptions will lead to a

further impairment.

F6. TRADE AND OTHER PAYABLES

2026

$’000

2025

$’000

Trade payables48,12840,763

Annual leave liability8,4698,718

Accrued expenses3,9821,527

Consumption taxes payable4,2963,174

Other payables16,62214,503

81,49768,685

F7. PROVISIONS

20262025

CurrentNon-currentTotalCurrentNon-currentTotal

$’000$’000$’000$’000$’000$’000

Employee benefits7,7941,8739,6677,8012,1279,928

Assurance-type warranties1,871-1,8711,678-1,678

Make good provision1637,5257,6882445,3985,642

Restructuring costs299-299492-492

10,1279,39819,52510,2157,52517,740

F5. INTANGIBLE ASSETS, CONTINUED.

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NOTES TO THE FINANCIAL STATEMENTS

F7. PROVISIONS, CONTINUED

Employee

benefits

Assurance-

type

warranties

Make good

provision

Restructuring

costs

Total

Movements in provisions$’000$’000$’000$’000$’000

Opening carrying amount9,9281,6785,64249217,740

Changes in provisions recognised8481942,4173003,759

Amounts incurred and charged(950)-(228)(492)(1,670)

Exchange differences(159)(1)(143)(1)(304)

Closing carrying amount9,6671,8717,68829919,525

ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Employee benefits

Employee benefits includes provision for long service leave and the provision for remediation. Provisions are measured at the

present value of management's best estimate of the expenditure required to settle the present obligation at the end of the

reporting year.

The liability for long service leave is measured as the present value of expected future payments to be made in respect of services

provided by employees up to the reporting date using the projected unit credit method.

Make good provision

The Group has an obligation to restore certain leasehold sites to their original condition upon store closure or relocation.

This provision represents the present value of the expected future make good commitment. Amounts charged to the provision

represent both the cost of make good costs incurred and the costs incurred which mitigate the final liability prior to the closure

or relocation.

F8. TAX

INCOME TAX EXPENSE

2026

$’000

2025

$’000

Current tax

Current tax on profits for the year4,8314,669

Adjustments for current tax of prior periods34(185)

Total current tax expense4,8654,484

Deferred income tax

(Increase)/decrease in deferred tax assets2,846(4,348)

Adjustments for deferred tax of prior periods(35)185

Rerecognised tax losses utilised during the year21(227)

Total deferred tax expense/(benefit)2,832(4,390)

Income tax expense7,69794

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NOTES TO THE FINANCIAL STATEMENTS

F8. TAX, CONTINUED.

NUMERICAL RECONCILIATION OF INCOME TAX EXPENSE

TO PRIMA FACIE TAX PAYABLE

2026

$’000

2025

$’000

Profit before income tax expense17,6922,193

Tax at the Australian tax rate of 30.0% (2025: 30.0%)5,308658

Tax effect of amounts which are not deductible (taxable) in calculating taxable income:

Non-deductible expenditure/non-assessable income821403

Assessable income2,094-

8,2231,061

Difference in overseas tax rates(545)(774)

Adjustments for current tax of prior periods33(187)

Adjustments for deferred tax of prior periods(35)185

Utilisation of tax losses not recognised-(191)

Tax losses not recognised21-

Income tax expense at the effective tax rate of 44% (2025: 4%)7,69794

UNRECOGNISED POTENTIAL DEFERRED TAX ASSETS

2026

$’000

2025

$’000

Unused United States tax losses for which no deferred tax asset has been recognised35,86037,922

Potential tax benefit @ 21.0% (2025: 25%)7,5319,481

Unused New Zealand tax losses for which no deferred tax asset has been recognised1,4051,574

Potential tax benefit @ 28.0% (2025: 28%)393441

The unused tax losses incurred in the United States and New Zealand are available indefinitely for offsetting against future taxable

profits of the countries in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as it is

unknown when the New Zealand losses may be used to offset taxable profits and the United States losses are not expected to be used.

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NOTES TO THE FINANCIAL STATEMENTS

F8. TAX, CONTINUED.

DEFERRED TAX BALANCES

2026

$’000

2025

$’000

The balance comprises temporary differences attributable to:

Expected credit loss provision13578

Fixed assets and intangibles11,32812,935

Intangible assets from intellectual property transfer12,25613,837

Deferred expenditure(34)(61)

Prepayments-16

Deferred service revenue21859

Right-of-use assets(31,842)(35,363)

Lease liabilities39,15544,178

Provisions13,72014,343

Unrealised foreign exchange losses101(20)

Sundry items(33)(26)

Inventories3842

Tax losses recognised8,3046,093

Net deferred tax assets53,14956,911

Expected settlement:

Deferred tax assets expected to be recovered within 12 months28,21932,138

Deferred tax assets expected to be recovered after more than 12 months24,93024,773

53,14956,911

Movements:

Opening balance at 30 June 202556,91152,507

Credited/(charged) to the income statement(2,846)4,348

Prior year adjustment35(185)

Foreign exchange differences(930)241

Derecognised tax losses(21)-

Closing balance at 28 June 202653,14956,911

F9. AUDITORS’ REMUNERATION

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, Michael Hill

International Limited, its related practices and non-related audit firms:

ERNST & YOUNG (AUSTRALIA)

2026

$

2025

$

Fees for auditing the statutory financial report of the Company and its subsidiaries*676,636549,581

Fees for other services:

Regulatory sustainability report assurance30,000-

706,636549,581

* Inclusive of the December half-year review

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NOTES TO THE FINANCIAL STATEMENTS

F10. CONTRIBUTED EQUITY

SHARE CAPITAL

2026

Shares

2025

Shares

2026

$’000

2025

$’000

Ordinary shares - fully paid384,842,602384,819,27612,85812,850

Total share capital384,842,602384,819,27612,85812,850

MOVEMENTS IN ORDINARY SHARES

Number of shares

Total

$’000

Opening balance at 1 July 2024384,623,96312,763

Rights converted195,31387

Balance at 29 June 2025384,819,27612,850

Rights converted23,3268

Balance at 28 June 2026384,842,60212,858

Ordinary shares

Ordinary shares entitle the holder to participate in dividends,

and to share in the proceeds of winding up the Company in

proportion to the number of and amounts paid on the

shares held.

On a show of hands every holder of ordinary shares present at a

meeting in person or by proxy, is entitled to one vote, and on a

poll each share is entitled to one vote.

Options

Information relating to the Michael Hill International Employee

Option Plan, including details of options issued, exercised and

lapsed during the financial year and options outstanding at the

end of the financial year, is set out in Note D3.

Rights issue

Information relating to share rights issued under the

Company's deferred compensation plan, including details of

rights issued, exercised and lapsed during the financial year

and rights outstanding at the end of the financial year, is set

out in Note D3.

F11. RESERVES

NATURE AND PURPOSES OF OTHER RESERVES

Share-based payments

The share-based payments reserve is used to recognise the

value of equity-settled share-based payments provided to

employees, including key management personnel, as part of

their remunerations. Refer to Note D3 for further details of

these plans.

Foreign currency translation

Exchange differences arising on translation of foreign

controlled entities are recognised in other comprehensive

income as described in Note I1(C) and accumulated in a

separate reserve within equity. The cumulative amount is

reclassified to profit or loss when the net investment is

disposed of.

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NOTES TO THE FINANCIAL STATEMENTS

G. GROUP STRUCTURE

G1. INTERESTS IN OTHER ENTITIES

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the

accounting policy described in Note I1(B):

Country of

incorporation

Ownership interest held by the group

2026

%

2025

%

Michael Hill Jeweller (Australia) Pty LtdAustralia100100

Michael Hill Wholesale Pty LtdAustralia100100

Michael Hill Manufacturing Pty LtdAustralia100100

Michael Hill Franchise Pty LtdAustralia100100

Michael Hill Franchise Services Pty LtdAustralia100100

Michael Hill Finance A Ltd PartnershipAustralia100100

Michael Hill Group Services Pty LtdAustralia100100

Michael Hill Charms Pty LtdAustralia100100

MH Bespoke Diamonds AU Pty LtdAustralia100100

Fine Jewellery Retail AU Pty LtdAustralia100100

Medley Jewellery Pty LtdAustralia100100

Durante Holdings Pty LtdAustralia100100

Michael Hill New Zealand LtdNew Zealand100100

Michael Hill Jeweller LtdNew Zealand100100

Michael Hill Finance (NZ) LtdNew Zealand100100

MHJ (US) LtdNew Zealand100100

Michael Hill Wholesale NZ LtdNew Zealand100100

Michael Hill Jeweller (Canada) LtdCanada100100

Michael Hill LLCUnited States100100

G2. DEED OF CROSS GUARANTEE

Pursuant to ASIC Class Order 2016/785, the Australian wholly-owned subsidiaries listed below are relieved from the Corporations Act

2001 requirements for preparation, audit and lodgement of financial reports and directors' report in Australia.

The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael Hill Jeweller (Australia)

Pty Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill Franchise Services Pty Ltd, Michael Hill

Franchise Pty Ltd, Michael Hill New Zealand Ltd, Michael Hill Jeweller Ltd, Michael Hill Finance (NZ) Ltd, MH Bespoke Diamonds AU

Pty Ltd, Michael Hill Charms Pty Ltd, Fine Jewellery Retail AU Pty Ltd, Medley Jewellery Pty Ltd, Michael Hill Online Holdings Ltd and

Michael Hill Wholesale NZ Limited.

The Class Order requires the Parent Company and each of the subsidiaries to enter into a Deed of Cross Guarantee. The effect of the

deed is that the Company guarantees each creditor payment in full of any debt in the event of winding up of any of the subsidiaries

under certain provisions of the

Corporations Act 2001. If a winding up occurs under other provisions of the Corporations Act 2001,

the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given

similar guarantees in the event that the Company is wound up.

The above companies represent a Closed Group for the purposes of the Class Order and, as there are no other parties to the Deed of

Cross Guarantee that are controlled by Michael Hill International Limited, they also represent the Extended Closed Group.

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NOTES TO THE FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS, STATEMENT OF COMPREHENSIVE INCOME AND SUMMARY OF

MOVEMENTS IN CONSOLIDATED RETAINED EARNINGS

Set out below is a consolidated statement of profit or loss, a consolidated statement of comprehensive income and a summary

of movements in consolidated retained earnings for the year ended 28 June 2026 of the closed group consisting of Michael Hill

International Limited and the entities noted above.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

2026

$’000

2025

$’000

Revenue from sales of goods and services469,341463,867

Other income17,94214,056

Cost of goods sold(188,373)(184,452)

Employee benefits expense(144,790)(141,275)

Occupancy costs(10,270)(9,765)

Marketing expenses(25,692)(27,459)

Selling expenses(15,336)(15,889)

Administrative expenses(13,390)(14,237)

Impairment of intangible assets-(7,400)

Depreciation and amortisation expense(51,104)(52,701)

Loss in disposal of property, plant and equipment(3,591)(188)

Other expenses(17,589)(19,481)

Finance costs(10,741)(13,563)

Profit/(loss) before income tax6,407(8,487)

Income tax (expense)/benefit(4,118)2,683

Profit/(loss) for the year2,289(5,804)

OTHER COMPREHENSIVE INCOME

2026

$’000

2025

$’000

Items that may be reclassified to profit or loss

Exchange differences on translation of foreign operations(6,365)1,784

Other comprehensive income/(loss) for the period, net of tax(6,365)1,784

Total comprehensive income/(loss) for the year(4,076)(4,020)

STATEMENT OF CHANGES IN EQUITY

2026

$’000

2025

$’000

Equity at the beginning of the financial year407,346411,028

Total comprehensive income/(loss)(4,076)(4,020)

Share rights through share-based payments reserve(145)338

Total equity at the end of the financial year403,125407,346


G2. DEED OF CROSS GUARANTEE, CONTINUED.

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NOTES TO THE FINANCIAL STATEMENTS

G2. DEED OF CROSS GUARANTEE, CONTINUED.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Set out below is a consolidated statement of financial position as at 28 June 2026 of the Closed Group consisting of Michael Hill

International Limited and the entities noted above.

CURRENT ASSETS

2026

$’000

2025

$’000

Cash and cash equivalents8,3216,264

Trade receivables7,4747,964

Inventories139,905148,674

Other current assets5,8635,630

Current tax asset1,7907,238

Total current assets163,353175,770

NON-CURRENT ASSETS

Property, plant and equipment37,63940,327

Right-of-use assets89,23998,623

Investments in subsidiaries23,65144,521

Loans to related parties249,243234,166

Other non-current assets237271

Intangible assets41,26247,463

Deferred tax assets48,17250,665

Total non-current assets489,443516,036

Total assets652,796691,806

CURRENT LIABILITIES

Trade and other payables60,30852,903

Lease liabilities26,74928,495

Contract liabilities10,44311,742

Provisions9,5179,603

Total current liabilities107,017102,743

NON-CURRENT LIABILITIES

Lease liabilities76,62685,477

Contract liabilities36,63036,615

Provisions9,3987,525

Borrowings20,00052,100

Total non-current liabilities142,654181,717

Total liabilities249,671284,460

Net assets403,125407,346

EQUITY

Contributed equity297,318297,310

Reserves7,92714,443

Retained profits97,88095,593

Total equity403,125407,346

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NOTES TO THE FINANCIAL STATEMENTS

G3. PARENT ENTITY FINANCIAL INFORMATION

SUMMARY FINANCIAL INFORMATION

The individual financial statements for Michael Hill International Limited (the Parent) show the following aggregate amounts.

STATEMENT OF FINANCIAL POSITION

2026

$’000

2025

$’000

Current assets144158

Non-current assets369,015349,603

Total assets369,159349,761

Net assets369,159 349,761

Issued capital293,070292,993

Reserves32,05032,272

Retained earnings44,03924,496

Total equity369,159349,761

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

2026

$’000

2025

$’000

Profit/(loss) for the year19,543(4,332)

Total comprehensive profit/(loss)19,543(4,332)

GUARANTEES ENTERED INTO BY THE PARENT ENTITY

The Parent has issued the following guarantees in relation to the debts of its subsidiaries:

(i) Pursuant to Class Order 2016/785, Michael Hill International Limited and the subsidiaries listed below entered into a deed of cross

guarantee on 30 June 2016. The effect of the deed is that Michael Hill International Limited has guaranteed to pay any deficiency in

the event of winding up of any controlled entity or if they do not meet their obligations under the terms of overdrafts, loans, leases

or other liabilities subject to the guarantee. The controlled entities have also given a similar guarantee in the event that Michael Hill

International Limited is wound up or if it does not meet its obligations under the terms of overdrafts, loans, leases or other liabilities

subject to the guarantee.

(ii) Refer to Note G2 for subsidiaries subject to the deed.

CONTINGENT LIABILITIES OF THE PARENT ENTITY

The Parent entity had no material contingent liabilities as at balance date.

H. UNRECOGNISED ITEMS

H1. CONTINGENCIES AND COMMITMENTS

CONTINGENT LIABILITIES

From time to time, Companies within the Group are party to various legal actions as well as inquiries from regulators and government

bodies that have arisen in the normal course of business. The Directors have given consideration to such matters which are or may be

subject to claims or litigation at year end and are of the opinion that that any liabilities arising over and above already provided in the

financial statements from such action would not have a material effect on the Group's financial performance.

The Group had no material contingent liabilities as at balance date (2025: Nil).

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H1. CONTINGENCIES AND COMMITMENTS, CONTINUED.

CONTINGENT ASSETS

The Group has no material contingent assets existing as at balance date (2025: Nil).

COMMITMENTS

The following sets out the various lease contracts that the Group has entered into and have yet to commence as at 28 June 2026.

Within one yearOne to five yearsGreater than five yearsTotal

$’000$’000$’000$’000

Future lease payments for these

non-cancellable lease contracts

6582,8051,5415,004

H2. EVENTS OCCURRING AFTER THE END OF THE REPORTING PERIOD

Except for the dividend declared (Note B3), no matters or circumstances have occurred subsequent to year end that has significantly

affected, or may significantly affect, the operations of the Group, the results of those operations or the state of affairs of the Group or

economic entity in subsequent financial years.

I. SUMMARY OF ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES AND JUDGEMENTS

I1. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

(A) BASIS OF PREPARATION

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the

Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting

Standards Board.

The financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been

measured at fair value. The consolidated financial statements provide comparative information in respect of the previous period.

For reporting purposes, the Group adopts a weekly 'retail calendar' closing each Sunday. The current 52 week reporting period ended

on 28 June 2026.

The consolidated financial statements of the Group comply with International Financial Reporting Standards (IFRS) as issued by the

International Accounting Standards Board (IASB).

(B) PRINCIPLES OF CONSOLIDATION

Subsidiaries are all entities (including special purpose) over which the Group has control. Control is achieved when the Group is exposed,

or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power to

direct the activities of the investee. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They

are deconsolidated from the date that control ceases.

Investments in subsidiaries are accounted for at cost in the individual financial statements of Michael Hill International Limited.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation.

Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the transferred asset.

NOTES TO THE FINANCIAL STATEMENTS

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NOTES TO THE FINANCIAL STATEMENTS

(C) FOREIGN CURRENCY TRANSLATION

Functional currency translation

Items included in the financial statements of each of the Group

entities are measured using the currency of the primary economic

environment in which the entity operates ('the functional

currency'). The Group financial statements are presented in

Australian dollars, which is the Group's presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional

currency using the exchange rates prevailing at the dates

of the transactions. Net foreign exchange gains and losses

resulting from the settlement of such transactions and from

the translation at year-end of monetary assets and liabilities

denominated in foreign currencies are recognised as other

income or other expenses, except when deferred in equity as

qualifying cash flow hedges and qualifying net investment

hedges or are attributable to part of the net investment in a

foreign operation.

Group companies

The results and financial position of all the Group entities

(none of which have the currency of a hyperinflationary

economy) that have a functional currency different from the

presentation currency are translated into the presentation

currency as follows:

• assets and liabilities for each balance sheet presented are

translated at the closing rate at the date of the statement

of financial position;

• income and expenses for each statement of profit or loss

and statement of comprehensive income are translated

at average exchange rates, unless this is not a reasonable

approximation of the cumulative effect of the rates prevailing

on the transaction dates, in which case income and expenses

are translated at the dates of the transactions; and

• all resulting exchange differences are recognised in other

comprehensive income.

On consolidation, exchange differences arising from the

translation of any net investment in foreign entities, and

of borrowings and other financial instruments designated

as hedges of such investments, are recognised in other

comprehensive income.

(D) TAXES

Current income tax

The income tax expense or credit for the year is the tax payable

on the current year's taxable income based on the applicable

income tax rate for each jurisdiction adjusted by changes in

deferred tax assets and liabilities attributable to temporary

differences and to unused tax losses.

The current income tax charge is calculated on the basis of the

tax laws enacted or substantively enacted at the end of the

reporting year in the countries where the Group operates and

generates taxable income. Management periodically evaluates

positions taken in tax returns with respect to situations in

which applicable tax regulation is subject to interpretation.

It establishes provisions where appropriate on the basis of

amounts expected to be paid to the tax authorities.

Current tax is recognised in profit or loss, except to the extent

that it relates to items recognised in other comprehensive

income or directly in equity. In this case, the tax is also

recognised in other comprehensive income or directly in

equity, respectively.

Deferred income tax

Deferred income tax is provided in full, using the liability

method, on temporary differences between the tax bases

of assets and liabilities and their carrying amounts in the

consolidated financial statements. Deferred tax assets and

liabilities are classified as non-current assets and deferred tax

assets are recognised for deductible temporary differences

and unused tax losses only if it is probable that future taxable

amounts will be available to utilise those temporary differences

and losses.

Deferred tax liabilities and assets are not recognised for

temporary differences between the carrying amount and tax

bases of investments in controlled entities where the Parent

Entity is able to control the timing of the reversal of the

temporary differences and it is probable that the differences

will not reverse in the foreseeable future.

Deferred tax is recognised in profit or loss, except to the extent

that it relates to items recognised in other comprehensive

income or directly in equity. In this case, the tax is also

recognised in other comprehensive income or directly in

equity, respectively.

Deferred tax assets and liabilities are offset where there is

a legally enforceable right to offset current tax assets and

liabilities and where the deferred tax balances relate to the

same taxation authority. Current tax assets and tax liabilities are

offset where the entity has a legally enforceable right to offset

and intends either to settle on a net basis, or to realise the asset

and settle the liability simultaneously.

Tax consolidation group

Michael Hill International Limited and its wholly-owned

Australian controlled entities form a tax consolidation group.

As a consequence, one income tax return is completed for the

Australian tax group and is treated for income tax purposes as

one taxpayer.

The tax balances have been attributed for reporting purposes

to each of the entities on the basis of their individual results.

Amounts of tax due to and receivable from the Australian

Taxation Office are made by Michael Hill International Limited

as nominated member of the Australian tax consolidated group.

The current tax balance for the Australian tax group has been

allocated between the members based on each entity’s current

tax movement for the period. Where tax losses are incurred by

Australian tax group members, these are offset within the group.

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NOTES TO THE FINANCIAL STATEMENTS

I1. SUMMARY OF MATERIAL ACCOUNTING

POLICY INFORMATION, CONTINUED.

(E) GOODS AND SERVICES TAX (GST)

Revenues, expenses, assets and liabilities are recognised net of

the amount of GST, except:

• When the GST incurred on a sale or purchase of assets or

services is not payable to or recoverable from the taxation

authority, in which case the GST is recognised as part of

the revenue or the expense item or as part of the cost of

acquisition of the asset, as applicable; or

• When receivables and payables are stated with the amount

of GST included.

The net amount of GST recoverable from, or payable to,

the taxation authority is included as part of receivables or

payables in the statement of financial position. Commitments

and contingencies are disclosed net of the amount of GST

recoverable from, or payable to, the taxation authority.

Cash flows are included in the statement of cash flows on a

gross basis and the GST components of cash flows arising from

investing or financing activities which are recoverable from, or

payable to, the taxation authority, are presented as operating

cash flows.

(F) IMPAIRMENT OF ASSETS

At each annual reporting date (or more frequently if events or

changes in circumstances indicate that they might be impaired),

the Group assesses whether there is any indication that an

asset may be impaired. Where such an indication is identified,

the Group estimates the recoverable amount of the asset and

recognises an impairment loss where the recoverable amount

is less than the carrying amount. The recoverable amount is the

higher of an asset's fair value less costs to sell and value-in-use.

Where the recoverable amount exceeds the carrying amount of

an asset, an impairment loss is recognised. Right-of-use assets

are also incorporated into the calculation. Subsequent to an

impairment occurring, if the recoverable amount from assets

exceeds the carrying value, the impairment loss is reversed to

the extent that it has been recognised.

(G) CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, deposits

held at call with financial institutions, other short-term, highly

liquid investments with original maturities of three months

or less that are readily convertible to known amounts of cash

and which are subject to an insignificant risk of changes in

value, and bank overdrafts. Bank overdrafts are shown within

borrowings in current liabilities in the statement of financial

position when utilised. All uncleared balances from EFT,

credit card and debit card point of sales transactions at period

end are classified as cash and cash equivalents. Short-term

deposits are made for varying periods, depending on the

immediate cash requirements of the Group and earn interest

at the respective short-term deposit rates.

(H) INVENTORIES

Raw materials and finished goods are stated at the lower of

cost and net realisable value. Cost comprises direct materials,

direct labour and an appropriate proportion of variable and

fixed overhead expenditure (including depreciation), the latter

being allocated on the basis of normal operating capacity.

Costs are assigned to individual items of inventory on the

basis of weighted average costs. Net realisable value is the

estimated selling price in the ordinary course of business less

the estimated costs of completion and the estimated costs

necessary to make the sale.

Management review stock holdings based on recoverability at a

product level and write-down as appropriate.

(I) FINANCIAL INSTRUMENTS - INITIAL RECOGNITION

AND SUBSEQUENT MEASUREMENT

(i) Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as

subsequently measured at amortised cost, fair value through

Other Comprehensive Income (OCI), and fair value through

profit or loss.

The classification of financial assets at initial recognition

depends on the financial asset’s contractual cash flow

characteristics and the Group’s business model for managing

them. With the exception of trade receivables that do not

contain a significant financing component, the Group initially

measures a financial asset at its fair value plus, in the case

of a financial asset not at fair value through profit or loss,

transaction costs. Trade receivables that do not contain

a significant financing component are measured at the

transaction price determined under AASB15

Revenue from

Contracts with Customers. Refer to the accounting policies in

Note A2.

In order for a financial asset to be classified and measured at

amortised cost or fair value through OCI, it needs to give rise to

cash flows that are ‘Solely Payments of Principal and Interest

(SPPI)’ on the principal amount outstanding. This assessment is

referred to as the SPPI test and is performed at an

instrument level.

The Group’s business model for managing financial assets

refers to how it manages its financial assets in order to generate

cash flows. The business model determines whether cash flows

will result from collecting contractual cash flows, selling the

financial assets, or both.

Subsequent measurement

Whilst there are four categories, two are relevant in the current

reporting period for the Group, being:

• Financial assets at amortised cost (debt instruments)

• Financial assets at fair value through profit or loss

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NOTES TO THE FINANCIAL STATEMENTS

Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Group. The Group

measures financial assets at amortised cost if both of the

following conditions are met:

• The financial asset is held within a business model with

the objective to hold financial assets in order to collect

contractual cash flows; and

• The contractual terms of the financial asset give rise on

specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured

using the Effective Interest Rate (EIR) method and are subject

to impairment. Gains and losses are recognised in profit or loss

when the asset is derecognised, modified or impaired.

The Group’s financial assets at amortised cost include

trade receivables included under current and non-current

financial assets.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include

financial assets held for trading, financial assets designated

upon initial recognition at fair value through profit or loss,

or financial assets mandatorily required to be measured at

fair value. Financial assets are classified as held for trading if

they are acquired for the purpose of selling or repurchasing

in the near term. Derivatives, including separated embedded

derivatives, are also classified as held for trading unless they are

designated as effective hedging instruments. Financial assets

with cash flows that are not solely payments of principal and

interest are classified and measured at fair value through profit

or loss, irrespective of the business model. Notwithstanding

the criteria for debt instruments to be classified at amortised

cost or at fair value through OCI, as described above, debt

instruments may be designated at fair value through profit or

loss on initial recognition if doing so eliminates, or significantly

reduces, an accounting mismatch.

Financial assets at fair value through profit or loss are carried

in the statement of financial position at fair value with net

changes in fair value recognised in the statement of profit

or loss.

This category includes derivative instruments which the Group

had not irrevocably elected to classify at fair value through OCI.

Derecognition

A financial asset (or, where applicable, a part of a financial

asset or part of a group of similar financial assets) is primarily

derecognised (i.e. removed from the Group’s consolidated

statement of financial position) when:

• The rights to receive cash flows from the asset have

expired; or

• The Group has transferred its rights to receive cash flows

from the asset or has assumed an obligation to pay the

received cash flows in full without material delay to a

third party under a ‘pass-through’ arrangement; and either

(a) the Group has transferred substantially all the risks

and rewards of the asset, or (b) the Group has neither

transferred nor retained substantially all the risks and

rewards of the asset, but has transferred control of

the asset.

When the Group has transferred its rights to receive cash flows

from an asset or has entered into a pass-through arrangement,

it evaluates if, and to what extent, it has retained the risks and

rewards of ownership. When it has neither transferred nor

retained substantially all of the risks and rewards of the asset,

nor transferred control of the asset, the Group continues to

recognise the transferred asset to the extent of its continuing

involvement. In that case, the Group also recognises an

associated liability. The transferred asset and the associated

liability are measured on a basis that reflects the rights and

obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over

the transferred asset is measured at the lower of the original

carrying amount of the asset and the maximum amount of

consideration that the Group could be required to repay.

Impairment of financial assets

Further disclosures relating to impairment of financial assets

are also provided in Note F3.

The Group recognises an allowance for Expected Credit Losses

(ECLs) for all debt instruments not held at fair value through

profit or loss. ECLs are based on the difference between the

contractual cash flows due in accordance with the contract and

all the cash flows that the Group expects to receive, discounted

at an approximation of the original effective interest rate.

For trade receivables and contract assets, the Group applies a

simplified approach in calculating ECLs. Therefore, the Group

does not track changes in credit risk, but instead recognises a

loss allowance based on lifetime ECLs at each reporting date.

The Group has established a provision matrix that is based on its

historical credit loss experience, adjusted for forward-looking

factors specific to the debtors and the economic environment.

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NOTES TO THE FINANCIAL STATEMENTS

I1. SUMMARY OF MATERIAL ACCOUNTING

POLICY INFORMATION, CONTINUED.

The Group considers a financial asset in default when

contractual payments are past due. However, in certain cases,

the Group may also consider a financial asset to be in default

when internal or external information indicates that the Group

is unlikely to receive the outstanding contractual amounts in

full before taking into account any credit enhancements held

by the Group. A financial asset is written off when there is no

reasonable expectation of recovering the contractual cash flows.

(ii) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as

financial liabilities at fair value through profit or loss, loans and

borrowings, payables, or as derivatives designated as hedging

instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in

the case of loans and borrowings and payables, net of directly

attributable transaction costs.

Subsequent measurement

The measurement of financial liabilities depends on their

classification, as described below.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include

financial liabilities held for trading and financial liabilities

designated upon initial recognition as at fair value through

profit or loss.

Financial liabilities are classified as held for trading if they

are incurred for the purpose of repurchasing in the near term.

This category also includes derivative financial instruments

entered into by the Group that are not designated as hedging

instruments in hedge relationships as defined by AASB9

Financial Instruments. Separated embedded derivatives are

also classified as held for trading unless they are designated

as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in

the statement of profit or loss.

Financial liabilities designated upon initial recognition at fair

value through profit or loss are designated at the initial date

of recognition, and only if the criteria in AASB9

Financial

Instruments are satisfied. The Group has not designated any

financial liability as at fair value through profit and loss.

Loans and borrowings at amortised cost

This is the category most relevant to the Group. After initial

recognition, interest-bearing loans and borrowings are

subsequently measured at amortised cost using the Effective

Interest Rate (EIR) method. Gains and losses are recognised in

profit or loss when the liabilities are derecognised as well as

through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount

or premium on acquisition and fees or costs that are an integral

part of the EIR. The EIR amortisation is included as finance costs

in the statement of profit or loss.

This category generally applies to interest-bearing loans and

borrowings. For more information, refer to Note C1.

Derecognition

A financial liability is derecognised when the obligation under

the liability is discharged or cancelled or expires. When an

existing financial liability is replaced by another from the same

lender on substantially different terms, or the terms of an

existing liability are substantially modified, such an exchange

or modification is treated as the derecognition of the original

liability and the recognition of a new liability. The difference in

the respective carrying amounts is recognised in the statement

of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net

amount is reported in the consolidated statement of financial

position if there is a currently enforceable legal right to

offset the recognised amounts and there is an intention

to settle on a net basis, to realise the assets and settle the

liabilities simultaneously.

(J) PROPERTY PLANT AND EQUIPMENT

All property, plant and equipment is stated at historical cost

less depreciation and impairment. Historical cost includes

expenditure that is directly attributable to the acquisition of

the items.

Subsequent costs are included in the asset's carrying amount

or recognised as a separate asset, as appropriate, only when

it is probable that future economic benefits associated with

the item will flow to the Group and the cost of the item can

be measured reliably. The carrying amount of any component

accounted for as a separate asset is derecognised when

replaced. All other repairs and maintenance are charged to

profit or loss during the reporting year in which they

are incurred.

Depreciation on other assets is calculated using the straight

line method to allocate their cost or revalued amounts, net of

their residual values, over their estimated useful lives

(Note F4).

The assets' residual values and useful lives are reviewed, and

adjusted if appropriate, at the end of each reporting year.

Gains and losses on disposals are determined by comparing

proceeds with carrying amount. These are included in profit

or loss.

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NOTES TO THE FINANCIAL STATEMENTS

(K) INTANGIBLE ASSETS AND GOODWILL

Goodwill

Goodwill is initially measured at cost (being the excess of the

aggregate of the consideration transferred and the amount

recognised for non-controlling interests and any previous

interest held over the net identifiable assets acquired and

liabilities assumed). If the fair value of the net assets acquired

is in excess of the aggregate consideration transferred, the

Group re-assesses whether it has correctly identified all of the

assets acquired and all of the liabilities assumed and reviews

the procedures used to measure the amounts to be recognised

at the acquisition date. If the reassessment still results in

an excess of the fair value of net assets acquired over the

aggregate consideration transferred, then the gain is recognised

in profit or loss.

After initial recognition, goodwill is measured at cost less any

accumulated impairment losses. For the purpose of impairment

testing, goodwill acquired in a business combination is,

from the acquisition date, allocated to each of the Group’s

cash-generating units that are expected to benefit from the

combination, irrespective of whether other assets or liabilities

of the acquiree are assigned to those units.

Brand

Brand names are acquired as part of business combinations

and are recognised initially at fair value. Where they have an

indefinite useful life, they are not subject to amortisation but

are tested annually for impairment or more frequently if events

or changes in circumstances indicate they may be impaired. Key

factors taken into account in assessing useful life of brands are:

• The brands are well established and protected by

trademarks; and

• There are currently no legal, technical or commercial

obsolescence factors applying to the brands which indicate

that the life should be considered limited.

Loyalty program

Loyalty programs associated to brands operate a customer

loyalty program which attributes value to the business by

offering a returning customer base. The cost of intangible

assets acquired in a business combination is their fair value at

the date of acquisition. Following initial recognition, intangible

assets are carried at cost less any accumulated amortisation

and accumulated impairment losses. Internally generated

intangibles, excluding capitalised development costs, are not

capitalised and the related expenditure is reflected in profit or

loss in the period in which the expenditure is incurred.

Software

Acquired computer software licences are capitalised on

the basis of the costs incurred to acquire and bring to use

the specific software. These costs are amortised over their

estimated useful lives (three to five years).

Costs associated with developing or maintaining software

programmes are recognised as an expense as incurred.

Development costs that are directly attributable to the design

and testing of identifiable and unique software products

controlled by the Group are recognised as intangible assets

when the following criteria are met:

• it is technically feasible to complete the software so that

it will be available for use;

• management intends to complete the software and use

or sell it;

• there is an ability to use or sell the software;

• adequate technical, financial and other resources to

complete the development and to use or sell the software

are available;

• it can be demonstrated how the software will generate

probable future economic benefits; and

• the expenditure attributable to the software during its

development can be reliably measured.

In respect to cloud computing arrangements, the Group

assesses whether the arrangement contains a lease and if not,

whether the arrangement provides the Group with a resource

that it can control. Costs associated with implementation

are then assessed as to whether they can be capitalised in

accordance with relevant accounting standards.

Directly attributable costs that are capitalised as part of the

software include employee costs and an appropriate portion

of relevant overheads.

Capitalised development costs are recorded as intangible

assets and amortised from the point at which the asset is

ready for use.

Computer software development costs recognised as assets

are amortised over their estimated useful lives (not exceeding

ten years).

Useful life

The useful lives of intangible assets are assessed as either finite

or indefinite.

Intangible assets with finite lives are amortised over the useful

economic life i.e. three years for customer loyalty program

and assessed for impairment whenever there is an indication

that the intangible asset may be impaired. The amortisation

period and the amortisation method for an intangible asset

with a finite useful life are reviewed at least at the end of

each reporting period. Changes in the expected useful life

or the expected pattern of consumption of future economic

benefits embodied in the asset are considered to modify

the amortisation period or method, as appropriate, and are

treated as changes in accounting estimates. The amortisation

expense on intangible assets with finite lives is recognised in

the statement of profit or loss in the expense category that is

consistent with the function of the intangible assets.

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NOTES TO THE FINANCIAL STATEMENTS

I1. SUMMARY OF MATERIAL ACCOUNTING

POLICY INFORMATION, CONTINUED.

(L) PROVISIONS

Provisions are recognised when the Group has a present

legal or constructive obligation as a result of past events, it

is probable that an outflow of resources will be required to

settle the obligation and the amount can be reliably estimated.

Where there are a number of similar obligations, the

likelihood that an outflow will be required in settlement

is determined by considering the class of obligations as a

whole. A provision is recognised even if the likelihood of an

outflow with respect to any one item included in the same

class of obligations may be small.

Provisions are measured at the present value of

management's best estimate of the expenditure required

to settle the present obligation at the end of the reporting

year. The discount rate used to determine the present value

is a pre-tax rate that reflects current market assessments of

the time value of money and the risks specific to the liability.

The increase in the provision due to the passage of time is

recognised as interest expense.

(M) EMPLOYEE ENTITLEMENTS

Short-term obligations

Liabilities for wages and salaries, including non-monetary

benefits and accumulating sick leave that are expected to be

settled wholly within 12 months after the end of the year in

which the employees render the related service are recognised

in respect of employees’ services up to the end of the reporting

year and are measured at the amounts expected to be paid

when the liabilities are settled.

Other long-term employee benefit obligations

The liabilities for long service leave and annual leave that

are not expected to be settled wholly within 12 months

after the end of the year in which the employees render the

related service are measured as the present value of expected

future payments to be made in respect of services provided

by employees up to the end of the reporting year using

the projected unit credit method. Consideration is given to

expected future wage and salary levels, experience of employee

departures and periods of service. Expected future payments

are discounted using the Milliman G100 discount rates at the

end of the reporting period. Remeasurements as a result of

experience adjustments and changes in actuarial assumptions

are recognised in profit or loss.

The obligations are presented as current liabilities in the

statement of financial position if the entity does not have an

unconditional right to defer settlement for at least twelve

months after the reporting year, regardless of when the actual

settlement is expected to occur.

Profit-sharing and bonus plans

The Group recognises a liability and an expense for bonuses and

profit-sharing based on a formula that takes into consideration

the profit attributable to the Company's shareholders after

certain adjustments. The Group recognises a provision where

contractually obliged or where there is a past practice that has

created a constructive obligation.

Retirement benefit obligations

The Group provides retirement benefits to employees through

a defined contribution superannuation fund. Contributions are

recognised as expenses as they become payable.

(N) CONTRIBUTED EQUITY

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new

shares or options are shown in equity as a deduction, net of tax,

from the proceeds.

(O) DIVIDENDS

Provision is made for the amount of any dividend declared,

being appropriately authorised and no longer at the discretion

of the entity, on or before the end of the reporting year but not

distributed at the end of the reporting year.

(P) EARNINGS PER SHARE

Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Company, excluding

any costs of servicing equity other than ordinary shares

• by the weighted average number of ordinary shares

outstanding during the financial year, adjusted for bonus

elements in ordinary shares issued during the year and

excluding treasury shares (Note F2).

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the

determination of basic earnings per share to take into account:

• the after-income tax effect of interest and other financing

costs associated with dilutive potential ordinary shares, and

• the weighted average number of additional ordinary shares

that would have been outstanding assuming the conversion

of all dilutive potential ordinary shares (Note F2).

(Q) ROUNDING OF AMOUNTS AND COMPARATIVES

The Company is of a kind referred to in ASIC Legislative

Instrument 2016/191, relating to the 'rounding off' of amounts

in the financial statements. Amounts in the financial statements

have been rounded off in accordance with the instrument to the

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

The comparative for the measure of segment profit has been

updated to Comparable EBIT in line with the current year

disclosure.

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NOTES TO THE FINANCIAL STATEMENTS

(R) CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

New and amended standards and interpretations

The Group applied for the first-time certain standards and

amendments, which are effective for annual periods beginning

on or after 1 July 2025:

AASB 2026-1 Amendments to Australian Accounting

Standards - Disclosures about Uncertainties in the Financial

Statements

This Standard amends AASB 136 to add additional examples

to illustrate how an entity discloses information about the key

assumptions it uses to determine the recoverable amount of

assets. This amendment did not have a material impact on the

Group's financial statements

Standards and interpretations issued that are not yet effective

Certain new accounting standards and interpretations have

been published that are not mandatory or effective for the 28

June 2026 year end. The Group is in the process of determining

the impact of these new standards and amendments, which are

summarised below:

AASB 2024-2 Amendments to Australian Accounting

Standards – Classification and Measurement of Financial

Instruments (effective for annual reporting periods

commencing 1 January 2026)

The amendment:

• provides clarification of the timing of the recognition and

derecognition of financial assets and financial liabilities,

particularly when they are settled using electronic payment

systems. The amendment also provides an exception if

certain criteria are met, for the timing of derecognition

of certain financial liabilities settled using an electronic

payment system;

• provides further guidance about specific types of financial

assets, specifically contractually linked instruments (CLIs);

• provides clarification of the classification of financial assets

that are linked to environmental, social and governance

(ESG) and similar characteristics; and

• requires additional disclosure requirements with regard

to investments in equity instruments measured at fair

value through other comprehensive income and financial

instruments with contingent features.

AASB 18 Presentation and Disclosure in Financial Statements

(effective for annual reporting periods commencing 1

January 2027)

AASB 18 Presentation and Disclosure in Financial Statements

aims to provide greater consistency in presentation of

the income and cash flow statements, and more

disaggregated information.

The standard will change how companies present their results

on the face of the income statement and disclose information

in the notes to the financial statements. Certain ‘non-GAAP’

measures – management performance measures (MPMs) – will

now form part of the audited financial statements.

There will be three new categories of income and expenses, two

defined income statement subtotals and one single note on

management-defined performance measures.

The Group has not early adopted any standards, interpretations

or amendments that have been issued but are not yet effective.

I2 SIGNIFICANT ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires the use of

accounting estimates which, by definition, will seldom equal the

actual results. Management also needs to exercise judgement

in applying the Group’s accounting policies. Estimates and

judgements are continually evaluated and are based on

historical experience and other factors, including expectations

of future events that are believed to be reasonable under the

circumstances. The estimates and assumptions that have a

significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year

are incorporated within the relevant note.

The significant accounting judgements relate to the pattern of

PCP revenue recognition (Note A2), the calculation of the net

realisable value of inventory (Note A3) and brand intangible

impairment (Note F5) testing.

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Bodies corporateTax residency

ENTITY NAME

Entity type

Trustee,

Partner or JV

Participant

Place formed or

incorporated

% of share

capital

held (i)

Australian

or foreign

Foreign

jurisdiction

Michael Hill International LimitedBody corporateNoQueenslandN/AAustralianN/A

Durante Holdings Pty LtdBody corporateYes - partnerQueensland100%AustralianN/A

MH Bespoke Diamonds

AU Pty Ltd

Body corporateNoQueensland100%AustralianN/A

Michael Hill Franchise Pty LtdBody corporateNoQueensland100%AustralianN/A

Michael Hill Franchise

Services Pty Ltd

Body corporateNoQueensland100%AustralianN/A

Michael Hill Jeweller (Canada) LtdBody corporateNoCanada100%ForeignCanada

Michael Hill Charms Pty LtdBody corporateNoQueensland100%AustralianN/A

Fine Jewellery Retail AU Pty LtdBody corporateNoQueensland100%AustralianN/A

Medley Jewellery Pty LtdBody corporateNoQueensland100%AustralianN/A

Michael Hill Group

Services Pty Ltd

Body corporateNoQueensland100%AustralianN/A

Michael Hill Manufacturing

Pty Ltd

Body corporateNoQueensland100%AustralianN/A

Michael Hill Wholesale Pty LtdBody corporateNoNew South Wales100%AustralianN/A

Michael Hill Jeweller

(Australia) Pty Ltd

Body corporateYes - partnerNew South Wales100%AustralianN/A

Michael Hill Finance A

Ltd Partnership

PartnershipN/AQueenslandN/AAustralianN/A

Michael Hill New Zealand LtdBody corporateNoNew Zealand100%ForeignNew Zealand

Michael Hill Jeweller LtdBody corporateNoNew Zealand100%ForeignNew Zealand

Michael Hill Finance (NZ) LtdBody corporateNoNew Zealand100%ForeignNew Zealand

Michael Hill Wholesale NZ LtdBody corporateNoNew Zealand100%ForeignNew Zealand

MHJ (US) LtdBody corporateNoNew Zealand100%ForeignNew Zealand

Michael Hill LLCBody corporateNoDelaware, US100%ForeignDelaware, US

The above Consolidated Entity Disclosure Statement should be read in conjunction with the accompanying notes.

BASIS OF PREPARATION

The consolidated entity disclosure statement has been prepared in accordance with subsection 295(3A)(a) of the Corporations Act

2001. The entities listed in the statement are Michael Hill International Limited and all the entities it controls in accordance with

AASB 10 Consolidated Financial Statements.

The percentage of share capital disclosed for bodies corporate included in the statement represents the economic interest consolidated

in the consolidated financial statements controlled by Michael Hill International Limited either directly or indirectly.

In relation to the tax residency information included in the statement, judgement may be required in the determination of residency

of the entities listed.

CONSOLIDATED ENTITY

DISCLOSURE STATEMENT

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In the directors’ opinion:

(a) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become

due and payable;

(b) the financial statements and notes of the Group for the financial year ended 28 June 2026, are in accordance with

the

Corporations Act 2001, including:

(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional

reporting requirements,

(ii) giving a true and fair view of the consolidated entity’s financial position as at 28 June 2026 and of its performance

for the financial year ended on that date, and

(iii) the consolidated entity disclosure statement required by section 295(3A) of the

Corporations Act 2001 is true

and correct;

(c) as at the date of this declaration, there are reasonable grounds to believe that the members of the extended group

identified in Note G1 will be able to meet any obligations or liabilities to which they are, or may become, subject to

by virtue of the deed of cross guarantee described in Note G2.

Note I1(A) confirms that the financial statements also comply with International Financial Reporting Standards as issued by

the International Accounting Standards Board.

The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section

295A of the

Corporations Act 2001.

This declaration is made in accordance with a resolution of the directors.

R I Fyfe

Chair

Brisbane

28 August 2026

DIRECTORS’ DECLARATION

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A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation





Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.co m/a u


Independent auditor’s report to the members of Michael Hill International

Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of Michael Hill International Limited (the Company) and its

subsidiaries (collectively the Group), which comprises the consolidated statement of financial position

as at 28 June 2026, the consolidated statement of profit or loss and other comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year

then ended, notes to the financial statements, including material accounting policy information, the

consolidated entity disclosure statement and the directors’ declaration.


In our opinion, the accompanying financial report of the Group is in accordance with the Corporations

Act 2001, including:

a. Giving a true and fair view of the consolidated financial position of the Group as at 28 June 2026

and of its consolidated financial performance for the year ended on that date; and

b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under

those standards are further described in the Auditor’s responsibilities for the audit of the financial

report section of our report. We are independent of the Group in accordance with the auditor

independence requirements of the Corporations Act 2001 and the ethical requirements of the

Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional

Accountants (including Independence Standards) (the Code) that are relevant to our audit of the

financial report of public interest entities in Australia. We have also fulfilled our other ethical

responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial report of the current year. These matters were addressed in the context of

our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide

a separate opinion on these matters. For each matter below, our description of how our audit

addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial report section of our report, including in relation to these matters. Accordingly, our audit

included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial report. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying financial report.

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A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation





Existence of inventories

Why significant How our audit addressed the key audit matter

As at 28 June 2026 the Group’s inventories

balance totals $190 million which represents

39% of the Group’s total assets.

Inventories are primarily kept in the Group’s

281 retail stores located in Australia, New

Zealand and Canada and the distribution and

manufacturing centres. Inventories comprise a

large number of physically small but high value

items which are subject to misappropriation and

loss.

The Group accounts for inventories in

accordance with the policy disclosed in Note

I1(H) and further disclosure is included in Note

A4 of the financial report.

Inventory is considered a key audit matter due

to the nature, size and geographic spread of

locations where items are held.

Our audit procedures included the following:

• Attended a sample of stocktakes conducted at

retail stores across Australia, New Zealand and

Canada.

• In addition to the retail stores, we attended the

stocktakes completed at each of the distribution

and manufacturing centres in June 2026 prior to

year end.

•

Tested the operating effectiveness of key

controls relevant to the conduct of physical

stocktakes, the review and evaluation of

inventory

variances, and the approval of

adjustments made to inventory quantities.

• Where stocktakes were attended across the

retail stores, distribution and manufacturing

centres, we observed compliance with the

stocktake instructions and selected a sample of

items to re-count to assess the accuracy and

completeness

of the counts performed by the

Group.

• Where stocktakes were completed prior to

balance date, we performed a roll forward and

completed

risk assessment analytics across

retail store inventory by location and

geographical segment to identify stock levels

outside of expectation. Where contrary evidence

was identified, the variances where assessed and

supporting documentation obtained.


•

Analytics were performed across stores

inventory over each geographical segment to

identify stores where stock on hand is outside of

our expectation.


•

Assessed the adequacy and appropriateness of

the disclosures included in the

Notes to the

financial statements.



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Professional Care Plan (PCP) revenue recognition

Why significant How our audit addressed the key audit matter

The balance of the deferred PCP revenue liability

at 28 June 2026 was $57 million, and PCP

revenue recognised in the consolidated

statement of profit or loss and other

comprehensive income for the year ended 28

June 2026 was $27 million as disclosed in Note

A2.

The recognition of PCP revenue involves a

significant degree of estimation in determining

the appropriate revenue recognition pattern for

lifetime, 10 year and three year plans offered to

the Group’s customers. Under these plans,

revenue is deferred on receipt of the payment

from the customer and recognised over time in a

manner that reflects the proportion of actual

services used by customers relative to the total

amount of expected services to be provided

under the PCPs.

The estimation process for PCP revenue is based

on an analysis of actual services performed

under these plans since inception, with

management judgement applied to take account

of emerging trends in customer behaviour,

industry data and exceptional circumstances.

The result of the estimation process is reviewed

by the Group on at least an annual basis. As

circumstances change over time, the Group

updates its measure of progress, and any

adjustments are recognised as a cumulative

catch up in revenue recognition (or reversal) in

the current year results.

Accordingly, this is considered a key audit

matter.

Our audit procedures included the following:

•

Assessed the Group’s PCP revenue

recognition accounting policies and

compliance in accordance with the

requirements of Australian Accounting

Standards.

• Assessed the accuracy of the data used in the

PCP revenue estimation calculation and

challenged the reasonableness of the key

judgements including:

•

Obtained details of the sales of PCP

products to customers during the year,

and on a sample basis, we vouched the

cash receipts to bank statements and

assessed that the revenue was

appropriately deferred.

• Obtained details of the actual repair

services during the year and tested a

sample of transactions to understand if

repairs are accurately tagged to the

associated PCP plan date.

•

Performed analysis over the historic

repairs data, to assess whether the

assumptions made by the Group were

supportable.

• Tested the mathematical accuracy of the PCP

revenue estimation model and re-performed

the Group’s calculation supporting the

estimate relating to PCP revenue

recognition.

• Assessed the adequacy and appropriateness

of disclosures included in the Notes to the

financial statements.



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Impairment assessment of Brand Intangible

Why significant How our audit addressed the key audit matter

As detailed in Note F5, at 28 June 2026, the

Group reported a brand intangible of $11.9m

for the Bevilles business.

In accordance with the Group’s accounting

policy and the requirements of AASB 136

Impairment of Assets, an impairment test is

required to be performed at least annually for

cash generating units (“CGUs”) to which brand

intangible has been allocated.

Management use a relief from royalty method

for measuring the recoverable amount of the

brand intangibles for their impairment testing.

Impairment assessments are complex and

involve judgements and estimation relating to

sales and gross margin forecasts and the

discount rate applied.

Accordingly, impairment testing of brand

intangible was considered to be a key audit

matter.


Our audit procedures included the following:

• Evaluated the method and associated model

used by management to test impairment of

brand intangibles for consistency with the

requirements of Australian Accounting

Standards

• Agreed the cash flow forecasts used in the

impairment models to Board-approved

budgets

and assessed the historical accuracy

of forecasting.

• Assessed the reasonableness of future cash

flow assumptions and estimates detailed in

Note F5 through comparison with current

trading performance, and inquiry of

management.

• Assessed revenue and margin forecasts

discount rate and other key assumptions

with involvement from EY valuation

specialists.

• Reviewed the competency, capabilities and

objectivity of management’s specialist,

including the nature and scope of their

engagement.

• Tested the mathematical accuracy of the

impairment model, including recalculating

the recoverable amount.

• Performed independent sensitivity analysis

of key impairment model assumptions.

• Assessed the adequacy and appropriateness

of disclosure included in the Notes to the

financial statements.


Information other than the financial report and auditor’s report thereon

The directors are responsible for the other information. The other information comprises the

information included in the Company’s 2026 annual report, but does not include the financial report

and our auditor’s report thereon and the Company’s Sustainability Report.

Our opinion on the financial report does not cover the other information and accordingly we do not

express any form of assurance conclusion thereon, with the exception of the Remuneration Report

and our related assurance opinion. We have issued a separate auditor’s report on selective

sustainability information included in the Sustainability Report.

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In connection with our audit of the financial report, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial

report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of:

► The financial report (other than the consolidated entity disclosure statement) that gives a true

and fair view in accordance with Australian Accounting Standards and the Corporations Act

2001; and

► The consolidated entity disclosure statement that is true and correct in accordance with the

Corporations Act 2001; and

for such internal control as the directors determine is necessary to enable the preparation of:

► The financial report (other than the consolidated entity disclosure statement) that gives a true

and fair view and is free from material misstatement, whether due to fraud or error; and

► The consolidated entity disclosure statement that is true and correct and is free of misstatement,

whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters relating to going concern and using the

going concern basis of accounting unless the directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.


Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with the Australian Auditing Standards will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional

judgment and maintain professional scepticism throughout the audit. We also:

► Identify and assess the risks of material misstatement of the financial report, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

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► Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s internal control.

► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors.

► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Group’s ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in

our auditor’s report to the related disclosures in the financial report or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditor’s report. However, future events or conditions may cause the Group to

cease to continue as a going concern.

► Evaluate the overall presentation, structure and content of the financial report, including the

disclosures, and whether the financial report represents the underlying transactions and events

in a manner that achieves fair presentation.

► Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the

financial information of the entities or business units within the Group as a basis for forming an

opinion on the Group financial report. We are responsible for the direction, supervision and

review of the audit work performed for the purposes of the Group audit. We remain solely

responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated to the directors, we determine those matters that were of most

significance in the audit of the financial report of the current year and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

Report on the audit of the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 11 to 23 of the directors’ report for the

year ended 28 June 2026.

In our opinion, the Remuneration Report of Michael Hill International Limited for the year ended 28

June 2026, complies with section 300A of the Corporations Act 2001.

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Responsibilities

The directors of the Company are responsible for the preparation and presentation of the

Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our

responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in

accordance with Australian Auditing Standards.





Ernst & Young






Rebecca Burrows

Partner

Brisbane

28 August 2026


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FORWARD LOOKING STATEMENTS

This Sustainability Report contains forward-looking

statements regarding climate-related risks, opportunities,

targets, initiatives and future performance. These

statements are based on assumptions, judgements and

information available at the date of this report and are

subject to uncertainties and factors that may be outside the

Group's control. Where management has made significant

judgements, estimates and assumptions, this has been

disclosed in the report. Actual outcomes may differ materially

from those expressed or implied in these statements.

GOVERNANCE

The Board leads the Group’s strategic direction by approving

the Group’s business strategy, targets and risk appetite, and

oversees management’s execution against these objectives.

It is responsible for the 2030 Sustainability Strategy,

including climate-related targets, reported under the

Planet Pillar.

BOARD AND MANAGEMENT’S ROLE IN GOVERNANCE

The Board oversees climate-related risks and opportunities

and considers the potential impacts of climate-related risks

and opportunities when overseeing the Group’s strategy,

significant transactions, trade-offs and investment decisions.

In discharging these governance responsibilities, the Board has

established two committees: the Audit & Risk Management

Committee (ARMC) and the Sustainability Committee.

SUSTAINABILITY

REPORT

ABOUT THE SUSTAINABILITY REPORT

This Sustainability Report presents climate-related

disclosures for Michael Hill International Limited and its

controlled entities (the Group) for the financial year ended

28 June 2026, together with the accompanying Directors’

Declaration. The disclosures have been prepared in

accordance with AASB S2

Climate-related Disclosures, the

applicable Australian Sustainability Reporting Standard for

climate-related financial reporting, and the requirements

of the Corporations Act 2001. Consistent with AASB

S2 requirements, the report has been prepared for the

same reporting entity and reporting period as the Group’s

consolidated financial statements and should be read

alongside those financial statements and the related basis

of preparation disclosures. All climate-related financial

information is aligned with the Group financial statements

presented in Australian dollars, which is the Group’s

presentation currency. In addition, this report has been

prepared using the same underlying data, assumptions and

methodologies applied in the preparation of the

financial statements.

No matters or circumstances have occurred subsequent to

year end that have significantly affected, or may significantly

affect, the operations of the Group, the results of those

operations or the state of affairs of the Group or economic

entity in subsequent financial years.

TRANSITION RELIEF

In preparing these climate-related disclosures, the Group has

applied the transitional provisions available under AASB S2

paragraph C4(b), not to disclose Scope 3 greenhouse gas

emissions (GHG) in the first year of reporting. In addition,

the Group has elected the relief provided by paragraph C3

and has not included comparative information for reporting

periods prior to the date of initial application.

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AUDIT & RISK MANAGEMENT COMMITTEE

The ARMC (chaired by a non-executive director) provides

oversight of the Group’s financial reporting, internal controls

and audit, risk management and compliance obligations. This

includes providing recommendations to the Board in relation to:

• Whether the Group’s financial statements and

disclosures reflect a true and fair view of the financial

position and performance of the Group

• Adoption of climate reporting standards.

The ARMC is the primary committee in overseeing

management’s identification, assessment and management

of climate risks and opportunities, including considering

their impact on the Group’s financial statements and

disclosures. These responsibilities are outlined below and in

the ARMC Charter ARMC Charter, as well as the Group’s Risk

Framework.

The Board receives regular reporting from the ARMC on

climate-related risks and opportunities. Climate-related

matters were discussed at three of the ARMC’s four

scheduled meetings during FY26. These discussions included

updates from management on the company’s progress

toward the 2026 climate-related reporting obligations,

including management insights on the identification and

assessment of key climate-related risks and opportunities

and other climate-related developments.

SUSTAINABILITY COMMITTEE

The Sustainability Committee is responsible for setting

the Group’s climate strategy and targets and overseeing

progress against the commitments outlined in the 2030

Sustainability Strategy. The strategy and associated

climate-related targets were approved by the Board in

2022 following the Committee’s recommendation. Future

reviews and updates to the Sustainability Strategy and

associated targets will consider climate-related risks and

opportunities when considering changes to the strategy,

targets and related initiatives. The Committee comprises

cross-functional representation of executives and senior

leaders from across the Group and reports to the Board on

initiatives as required.

MANAGEMENT RESPONSIBILITIES

The Sustainability Committee is supported by a dedicated

management working group, the Climate Reporting Working

Group, which supports the identification, assessment and

management of climate-related risks and opportunities

(in coordination with the Group Risk Function) and the

preparation of climate-related reporting and disclosures,

including greenhouse gas (GHG) emissions. The group meets

monthly, and as required, and comprises cross-functional

representation from Finance, Legal, Risk and Compliance.

The Climate Reporting Working Group is responsible for

monitoring and evaluating progress against the Group’s

climate target. The Climate Reporting Working Group

provides verbal progress updates to the Sustainability

Committee on an ad hoc basis and reports formally to the

ARMC on progress against climate-related targets and the

Group’s reporting obligations. Finally, the Board receives

and reviews updates on progress and approves the Group’s

climate-related disclosures prior to publication.

In addition, the Board delegates day-to-day responsibility of

implementing its Sustainability Strategy, including strategic

initiatives in response to identified climate-related risks and

opportunities, to members of the Executive Leadership team.

The Board exercises oversight of the activities undertaken

by these roles through the aforementioned committees. Key

executive responsibilities include:

• Chief Executive Officer (CEO) is responsible for the

execution of the Group’s 2030 Sustainability Strategy

and for integrating climate-related matters and

considerations into the Group’s broader strategic

initiatives and agenda.

• Chief Financial Officer (CFO) is responsible for

incorporating climate-related matters into financial

matters and disclosure activities and executing the

Group’s climate-related targets.

• Chief Product Officer (CPrO) is responsible for integrating

climate-related risks and opportunities into product

strategy, including material sourcing aligned with the

Group’s Sustainability Strategy for sustainable and

responsible products.

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CONTROLS AND PROCEDURES USED BY MANAGEMENT TO

SUPPORT OVERSIGHT OF CLIMATE MATTERS

Management oversees climate matters through a number

of controls and procedures which are integrated throughout

business functions, including:

• Integration with the risk management framework:

Climate-related risks and opportunities are identified,

assessed and managed through the Group’s Risk

Management Framework, including risk workshops, risk

registers and structured risk assessment methodologies.

• Monitoring and reporting of the Group’s carbon emissions

data, updates on climate-related risks and disclosures, and

alignment with financial reporting processes.

• Execution of climate strategy and targets through the

procurement of green energy solutions, to support the

delivery of the Group’s climate-related goals and targets.

CLIMATE-RELATED SKILLS AND EXPERIENCE

The Board has adopted a Board Skills Matrix and, as part of

the annual Board performance review process, evaluates

the mix of board skills, experience and independence of its

members. This includes assessing both the current capability

of the Board and the desired mix of attributes, taking into

account the evolving nature of the Group’s business and

the external environment. This process ensures that the

Board has the appropriate balance of skills, knowledge

and experience to discharge its obligations effectively and

identifies any current or emerging capability gaps.

Each year, the Board identifies a number of essential

personal attributes and skills that directors should possess

in order to be suitable to serve as a director. The Board

recognises that each director will not necessarily possess

experience in all areas, so seeks to ensure that the Board

is composed of an appropriate mix of directors with skills,

knowledge and experience in these areas. Where the Board

requires further depth of expertise in any of these areas, or

expertise in other areas, it seeks that expertise from within

the Group and through external advisors where appropriate.

Sustainability and ESG, including climate-related risks

and opportunities, is deemed an essential skill required of

directors. In FY26, 50% of directors were assessed as having

skills and experience in this area. During FY25, all directors

received training on climate reporting requirements,

including climate-related risk and opportunities, the

intersection with directors’ duties, and the process for

preparing the Sustainability Report.

A biography for each director and their governance roles

and responsibilities is set out on pages 27 to 30 of the 2026

Directors’ Report (Information on Directors).

REMUNERATION

Management remuneration is not currently linked to

sustainability performance or management of climate-

related risks and opportunities.

RISK MANAGEMENT

Climate-related risks are categorised into two categories:

physical risks and transition risks. Physical risks arise from

the direct impacts of climate change, including acute events

such as floods, storms and heatwaves, and longer-term

changes in climatic conditions. Transition risks arise from the

transition to a lower-carbon economy and may result from

changes in regulation, technology, market preferences and

stakeholder expectations. Climate-related opportunities

refer to the potential positive effects arising from climate

change. Both risks and opportunities have the potential to

impact the Group’s operations and business activities across

all locations, either directly or indirectly.

The Board sets the Group’s risk appetite, oversees high and

extreme risks (Group risks), and monitors the effectiveness

of risk management practices. Group risks are identified,

assessed and managed in accordance with the Group’s Risk

Management Policy and Risk Management Framework.

The framework (broadly aligned with ISO 31000: 2018

Risk Management – Guidelines) establishes a consistent

methodology for identifying, assessing, managing and

reporting risks across the Group. It encompasses key

risk categories, including strategic, business, financial,

compliance, project, and climate-related risks and

opportunities. The framework, together with the Risk

Appetite Statement and Risk Management Policy, is reviewed

annually and submitted to the ARMC for endorsement.

The following risk processes support the framework:

• Tailored risk workshops are conducted at a departmental

level to identify and evaluate risks specific to each

department, including climate-related risks (physical and

transition) and opportunities. These assessments draw

on a broad range of internal and external industry data

sources to inform risk identification and assessment of

departmental risks.

• Risk likelihood and consequence are assessed using

the Group Risk Matrix, with each risk assigned a rating,

including those related to climate.

SUSTAINABILITY

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• The Group’s Audit and Risk team maintains oversight

of all departmental and Group risks, including climate-

related risks and opportunities. As part of each risk

review cycle, risks are stress tested to determine whether

ratings need to be updated.

• The Board maintains oversight of the Group’s climate-

related risks and opportunities in accordance with the Risk

Management Framework, the Group’s Audit and Risk team

review and ensure alignment on ratings. While climate risk

is not a standalone high or extreme-rated risk at the Group

level, several departmental risks with climate-related

impacts are being managed at the departmental level

through the departmental Risk Registers, where they are

monitored and reviewed in accordance with the Group’s

Risk Management Framework.

STRATEGY

Michael Hill recognises that both the physical impacts of

climate change and the global transition to a low-carbon

economy may affect aspects of its operations and value

chain. These impacts may manifest as direct risks and

opportunities, as well as amplifiers of broader strategic

and operational challenges, such as regulatory compliance,

supply chain resilience and customer sentiment.

The Group undertook an assessment in FY26, underpinned

by the Group’s risk management framework, to evaluate

how climate-related risks and opportunities may influence

the Group’s business model, supply chain and strategy over

a short, medium and long term time horizon. This exercise

identified five climate-related risks and opportunities

that could reasonably be expected to affect the Group’s

prospects, warranting disclosure to support primary users’

understanding and decision-making.

Physical risks include the potential for extreme weather

events to disrupt the Group's store network and supply

chain, and for climate-driven macroeconomic damage to

reduce consumer spending power in key markets. Transition

risks include the potential for energy-transition-driven

demand for precious metals to increase input costs, and

for evolving consumer preferences to shift demand toward

more sustainable product alternatives. At the same time,

the Group sees meaningful opportunities in the growing

consumer demand for sustainable, responsible and circular

jewellery products.

The Group's strategic response to these risks and

opportunities is described in the sections below.

CLIMATE SCENARIO ANALYSIS

The Group has assessed the identified climate-related risks

and opportunities using scenario analysis. Scenario analysis

is a structured process used to explore a range of plausible

future climate states, helping to assess the potential effects

of climate-related risks and opportunities on the Group's

strategy, business model and financial position, and to

test the resilience of the Group's strategy under a range of

possible climate futures.

The scenario analysis was conducted during FY26 with the

support of an external consultancy.

Scenarios were drawn from the Network for Greening

the Financial System (NGFS) scenario set and are set out

in the table below. The NGFS scenario framework was

selected because it is purpose-built to help organisations

understand the financial implications of climate change.

Intergovernmental Panel on Climate Change (IPCC) scenarios

describe how the climate system evolves, and NGFS

scenarios add the economic and market layers, including the

cost of carbon, physical damage to economies, and shifts

in consumer and business behaviour, that are necessary

to assess how climate change could affect Michael Hill's

revenues, costs, and operating conditions across Australia,

New Zealand and Canada.

Three scenarios were modelled across a warming spectrum.

The Medium Warming scenario has been adopted as the

Group’s Base Case. This scenario, based on the NGFS

Nationally Determined Contributions (NDC) scenario,

assumes all countries fulfil their current national climate

pledges under the Paris Agreement but take no further

action beyond those commitments. The NDC scenario

was selected as the Base Case because it represents a

reasonable central warming trajectory that sits between

the more optimistic Net Zero 2050 pathway and the more

adverse Current Policies scenario. Management considers

the assumptions used in this scenario to represent its best

estimate of future conditions at the reporting date. The

anticipated effects of identified risks and opportunities

described in this report are based on this Base Case scenario

and are set out in the Climate-related risks and opportunities

section following.

The Low Warming and High Warming scenarios have been

used for resilience testing, to assess how the Group's

strategy and business model would perform under more

ambitious or more adverse climate futures. Refer to the

Climate Resilience section.

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Low Warming

(Net Zero 2050)

Medium Warming

(NDC) – Base Case

High Warming

(Current Policies)

Scenario mapping and sourcesNGFS Net Zero 2050

IEA

1

Net Zero Emissions by 2050

NGFS Nationally Determined

Contributions (NDC)

IEA Announced Pledges Scenario

NGFS Current Policies

IEA Stated Policies Scenario

IPCC alignmentSSP

2

1-1.9IPCC SSP2-4.5IPCC SSP3-7.0

Warming trajectory~1.5°C by 2100~2.5 - 3.1°C by 2100~2.5 - 4.0°C by 2100

Scenario narrativeRapid and ambitious global

decarbonisation.

Governments implement strong

climate policies and emissions

targets. Transition to renewable

energy accelerates significantly.

Physical climate risks are

minimised, but transition risks,

including rapid shifts in consumer

preference toward sustainable

products, are more pronounced in

the short to medium term.

Trajectory consistent with

currently implemented Nationally

Determined Contributions (NDCs).

Steady policy implementation

results in a balanced mix of

escalating physical risks and

gradual transitional policy

changes. Extreme weather events

increase in frequency and severity

over the medium to long term.

Delayed or failed global climate

action. Countries maintain only

currently implemented policies,

with limited new mitigation

measures. Transition risks are

low, but physical risks, including

the frequency and severity of

extreme weather events, increase

significantly over the medium to

long term.

Role in MHJ analysisResilience testing. Transition risks

such as input price pressures from

clean energy demand for precious

metals are most acute in the near

term. Consumer preference shifts

toward sustainable jewellery

products accelerate.

Base Case for anticipated effects.

The Group's identified risks

and opportunities are assessed

and quantified under this

scenario. Physical risks increase

gradually, while transition risks

and opportunities evolve at a

measured pace consistent with

current policy settings.

Resilience testing. Physical risks

to the Group's store network

and supply chain are most

severe in the long term. Macro

demand drag from climate-

driven economic damage is most

pronounced. Transition risks

are lower with a slower pace

of decarbonisation resulting in

reduced pressure on precious

metal input prices and less impact

of customer preference shifts.

1

IEA: International Energy Agency

2

SSP: Shared Socioeconomic Pathway

SUSTAINABILITY

REPORT, CONTINUED.

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TIME HORIZONS

The Group has assessed the potential effects of climate-related risks and opportunities over short, medium and long term time

horizons. The same time horizons have been used in climate scenario analysis. These time horizons are defined below:

Time horizonFinancial yearsRationale

Short term0-1 year (to 2027)

Alignment with the Group's annual financial planning, budgeting and operational

forecasting cycles.

Medium term1–3 years (2028–2030)Alignment with the Group's medium-term strategic planning horizon.

Long term4+ years (to 2035)Intended to encompass longer-dated operational and capital allocation decisions.

CLIMATE-RELATED RISKS AND OPPORTUNITIES

The Group identified five climate-related risks and

opportunities that could reasonably be expected to affect

the Group’s prospects, as described above.

The Group has not identified any material effects on its

financial position, performance and cash flows for the

current reporting period as directly attributable to climate-

related risks. In addition, the Group has not identified any

significant risk of material adjustment during FY27 to the

carrying amounts of assets and liabilities reported in the

Group’s consolidated financial statements.

The Group has assessed, over the short, medium and long

term time horizons, the potential effects of climate-related

risks and opportunities on its future performance, including

their current and anticipated impacts on its financial position,

financial performance and cash flows. The anticipated effects

described below are based on the Medium Warming (Base

Case) scenario.

Estimates of anticipated impacts involve a high degree of

uncertainty, as outcomes are heavily influenced by factors

such as macroeconomic developments, consumer behaviour

shifts and patterns of severe weather events. Where this

uncertainty limits the reliability or usefulness of quantitative

disclosures, the Group provides qualitative information

about financial effects, including explanations of the

anticipated impacts and financial categories impacted (items

within the financial statements that are likely to be affected

by those climate-related risks or opportunities).

Mitigation and adaptation measures include both direct and

indirect efforts as appropriate. Measures described below

form part of existing operations and no additional resources

are required to achieve these. However, in the case of requiring

additional resources, the Group will ensure that sufficient

personnel and expertise are made available to support the

effective delivery of mitigation and adaptation efforts.

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Transition Risk: Increased precious metals input price

DescriptionIncreased cost of goods sold (COGS) from increases in gold, platinum, and silver input prices driven by the

energy transition. As cleantech demand for these metals rises, higher commodity prices could directly

increase the Group's production costs.

Time horizonThe effects of increased precious metals input pricing could reasonably be expected to occur over the short to

medium term time horizons.

Short term

0-1 year (2027)

Medium term

1–3 years (2028-2030)

Long term

4+ years (2035)

Potential impacts on business

model & value chain

The Group's business model is directly exposed to this risk through cost of metal, with gold, silver and

platinum being core inputs to jewellery manufacturing. The risk is concentrated in the Group's upstream value

chain, specifically in the procurement of raw precious metals and finished goods from suppliers in India,

Thailand and Italy. Gold dominates the exposure. The risk affects the Group's cost base and gross margin, with

potential flow-on effects to retail pricing strategy and product mix decisions.

Mitigation & adaptation

measures

The Group actively monitors external commodity price indicators and macroeconomic conditions, using

scenario modelling to assess potential impacts on COGS. Regular monitoring and analysis of sales volumes

and gross margins by product category supports decision-making and risk mitigation. The Group performs

strategic planning processes, including adjustment or reprioritisation of initiatives for sourcing and product

offering if necessary. Historically, the Group has demonstrated a strong ability to maintain gross margins

in the face of rising commodity costs, effectively offsetting record-high gold and silver input costs through

intelligent product design, enhanced product mix and disciplined pricing execution.

Current financial impactsThis risk did not have a material impact on the Group's financial position, financial performance or cash flows

in 2026. The impact of rising input costs has not been material to margins due to product mix and pricing

discipline.

Anticipated financial impactsThe modelled impact on gross margin from demand-side price increases in gold, platinum and silver driven by

the energy transition is assessed to be immaterial across both the short and medium term time horizons. The

impact on gross margin from potentially higher metals input prices in the short to medium term is expected to

be recovered through product mix and pricing discipline.

Financial categories impactedCost of goods sold (materials); gross profit

SUSTAINABILITY

REPORT, CONTINUED.

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Physical Risk: Operational disruption to facilities and store network

DescriptionLost trading-day revenue from extreme weather events disrupting the Group's store network and operational

facilities. Extreme weather events, such as floods and cyclones, can force store closures and disrupt the

operation of the distribution centre, causing lost trading-day revenue. The more the world warms, the more

frequent and severe these disruption events become.

Time horizonThe effects of extreme weather events causing disruption to operations could reasonably be expected to occur

over the short to long term time horizons.

Short term

0–1 year (2027)

Medium term

1–3 years (2028-2030)

Long term

4+ years (2035)

Potential impacts on business

model & value chain

Anticipated effects include operational disruption from extreme weather leading to closure of facilities;

employee access limitations reducing staffing and productivity; weather-related events deterring customers

from visiting physical locations; and increased costs from emergency repairs and temporary closures. The risk

is concentrated in the Group’s retail store network.

Mitigation & adaptation

measures

The Group performs strategic planning of store locations for its current and future store footprint, with a focus

on identifying and mitigating risks in climate-vulnerable areas. The Group leverages risk assessments provided

by insurance partners, which include analysis of weather perils such as cyclones, flooding and bushfires, to

inform location decisions and support long-term resilience planning. The Group's store network, spanning

over 280 locations across Australia, New Zealand and Canada, provides a degree of natural geographic

diversification that reduces the likelihood of any single extreme weather event having a significant disruption

to the Group’s operations. In addition, the Group's omni-channel strategy and e-commerce capability provide

the ability to offset in-store sales disruption. Ship-from-store processes enable retail locations to fulfil online

orders from store inventory, rather than relying on central distribution centres. Emergency response plans are

regularly tested, and the Group has established long-term relationships with multiple contractors who can be

mobilised quickly for repairs. In addition, the Australian Distribution Centre is the Group’s primary distribution

hub and provides contingency support for New Zealand and Canada during supply disruptions.

Current financial impactsThe Group has tracked the impact of lost trading days due to extreme weather events since 2021, and to date

the financial impact of lost sales has not been material. This risk did not have a material impact on the Group's

financial position, financial performance or cash flows in 2026.

Anticipated financial impactsThe macroeconomic models used in the modelling suite to estimate physical climate damage are subject to

measurement uncertainty. Additionally, the assumptions used to translate the physical climate hazard signal

into operational revenue loss are based on structured expert judgement anchored to the Group's own tracked

experience since 2021, rather than empirically derived parameters. Canada and New Zealand have not been

separately modelled, with Australia used as the proxy market for the Group as a whole. The modelled impact

from lost trading-day revenue from extreme weather is assessed to be immaterial across all selected time horizons.

The Group has assessed assets that may be vulnerable to this risk using the results of a global natural

catastrophe diagnostic prepared by our insurance brokers during FY25. The diagnostic assessed each site’s

exposure to twelve natural hazards, including flood, cyclone, earthquake, storm, fire, tornado and volcanic

activity. For the purposes of this assessment, a site was considered vulnerable where it received the highest

hazard classification for one or more hazards under the diagnostic methodology. Based on this assessment,

15% of the Group’s sites were identified as vulnerable to physical climate-related hazards. The risk is

concentrated in store sites, with more than half located in Australia. In most cases, these sites were identified

due to river flood or coastal flood exposure, where the highest hazard classification represents areas with a 1%

annual chance of flooding. These sites had a written-down property, plant and equipment asset value of $5.1m

at the end of FY26, representing 1% of the Group’s total assets. These hazard classifications represent the

degree of exposure of a site to a particular natural hazard and do not indicate the expected severity of damage,

financial loss or business interruption that may result if such an event occurs.

Financial categories impactedRevenue; gross profit

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Physical Risk: Climate-Driven Macro Demand Drag

DescriptionAs extreme weather events increasingly impact broader economic productivity, climate-driven macroeconomic

damage may reduce national incomes and consumer spending power, affecting demand for discretionary

luxury purchases like jewellery.

Time horizonShort term

0–1 year (2027)

Medium term

1–3 years (2028-2030)

Long term

4+ years (2035)

Potential impacts on business

model & value chain

The Group's revenue is exposed to macro demand reduction driven by climate-related economic damage.

As temperatures rise, the increasing frequency and severity of extreme weather events, including floods,

heatwaves and tropical cyclones, damage physical infrastructure and reduce economic productivity. Over time,

these effects suppress national income growth below the level it would otherwise have reached, reducing

the spending power available to households for discretionary purchases. Jewellery, as a discretionary luxury

purchase, may see demand fall by more than the income reduction itself. The exposure is geographically

concentrated, with Australia seeing a disproportionate share of projected climate damage.

Mitigation & adaptation

measures

The Group actively monitors external macroeconomic indicators and uses scenario modelling to assess

potential impacts on revenue. The Group's strategic planning processes include consideration of geographic

market mix and the relative climate exposure of key markets. Furthermore, the brand positioning toward

“accessible modern luxury” broadens appeal to customers who become price sensitive during periods of

economic pressure. Key initiatives include increased use of lower-cost materials such as vermeil to maintain

attractive entry price points. Targeted promotions rather than blanket discounting and inventory agility and

demand-led planning, the strategy aims to improve responsiveness to changes in customer demand through

AI-enabled assortment planning, improved inventory allocation and more data-driven pricing.

Current financial impactsThis risk did not have a material impact on the Group's financial position, financial performance or cash

flows in 2026.

Anticipated financial impactsThe macroeconomic models used in the modelling suite to estimate physical climate damage to national

incomes are subject to substantial measurement uncertainty. As a result, any quantitative estimate of the

anticipated financial effects would be highly uncertain and is not considered useful to users of the report.

However, the direction of impact is considered informative, indicating that increased physical climate damage

could exert downward pressure on discretionary consumer spending, relative to a no-climate-change world, in

key markets over the medium to long term.

Financial categories impactedRevenue (all product categories); gross profit

SUSTAINABILITY

REPORT, CONTINUED.

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Transition Risk: Customer Preference Shift

DescriptionAs climate awareness grows and consumer values evolve, customers may increasingly seek jewellery products

they perceive as more sustainable — shifting purchasing behaviour away from products associated with

carbon-intensive extraction and mining.

Time horizonThe effects of customer preference shift could reasonably be expected to occur over the medium to long term

time horizons.

Short term

0–1 year (2027)

Medium term

1–3 years (2028-2030)

Long term

4+ years (2035)

Potential impacts on business

model & value chain

Exposure is concentrated in the Group’s diamond-containing product categories, where direct, price-

competitive and potentially lower-impact alternatives are available at commercial scale. The Group's natural

diamond-containing product revenue is exposed to substitution if consumer preference shifts toward lab-

grown alternatives.

As climate policy tightens and sustainability awareness grows, customers may increasingly prefer sustainable

jewellery options or reduce jewellery purchases due to concerns about the environmental impact of mined

raw materials. This could lead to loss of market share and reduced sales, requiring a strategic shift towards

sustainable sourcing and product transparency.

Mitigation & adaptation

measures

The Group continues to offer a broad range of products, including lab-grown diamonds, to cater to customers

seeking diverse and potentially lower-impact jewellery options. By closely monitoring sales volumes and gross

margin performance across product categories, the Group identifies evolving trends and works collaboratively

with suppliers to ensure the product offering remains responsive to market demand.

Initiatives such as the Re:Cycle Program enable customers to recycle gold jewellery, which helps reduce mining

impacts and emissions. Additionally, the Re:Store Program has been expanded to include non-Group jewellery

products, providing customers with the opportunity to extend product lifespans and prevent waste. The

Group's sustainability strategy remains focused on progressively integrating responsible and circular materials.

Current financial impactsThis risk did not have a material impact on the Group's financial position, financial performance or cash flows

in 2026. Based on the Group's FY26 pricing experience, lab-grown diamond products have achieved average

selling prices and margins at or above comparable natural diamond products, reflecting customer trading-

up behaviour.

Anticipated financial impactsModelling the financial impact of this risk across the short, medium and long term time horizons is subject to

significant measurement uncertainty, particularly concerning:

• the pace at which consumer preferences shift toward lower-impact jewellery alternatives,

which is not directly or uniformly tied to climate policy settings;

• the extent to which customers switching to lab-grown alternatives demand a price discount, or continue to

trade up to larger or higher-quality stones at comparable or higher price points;

• the degree to which lab-grown diamonds become consistently demonstrated and accepted as a sustainable

alternative, which remains unsettled at an industry level.

As a result, any quantitative estimate of the anticipated financial effects would be highly uncertain and is not

considered useful to users of the report. The Group will continue to monitor market dynamics and reassess this

position as the evidence base matures.

Financial categories impactedRevenue (diamond product categories); gross profit

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Transition Opportunity: Sustainable Product Revenue Uplift

DescriptionGrowing consumer interest in sustainably sourced and lower-impact jewellery products would present the

Group with an opportunity to capture incremental revenue by expanding its offering to meet that demand.

Time horizonThe effects of sustainable product revenue uplift could reasonably be expected to occur over the medium to

long term time horizons.

Short term

0–1 year (2027)

Medium term

1–3 years (2028-2030)

Long term

4+ years (2035)

Potential impacts on business

model & value chain

The opportunity is concentrated in the Group's diamond-containing product categories, where direct, price-

competitive, potentially lower-impact alternatives are available at commercial scale and consumer interest

is already established. As climate policy tightens and sustainability awareness grows, customers may seek

sustainable jewellery options. The Group is well-positioned to capture this shift, with an existing product range,

strong customer consideration rates, and the commercial infrastructure to expand its offering of lower-impact

alternatives in response to evolving customer preferences.

Implementation strategiesThe Group continues to develop and expand its range of lab-grown diamond products, recognising the growing

customer appetite for choice in jewellery options. By working closely with suppliers and monitoring sales

volumes and gross margin performance across product categories, the Group is well positioned to identify

emerging demand trends and respond with product offerings that suit a diverse customer base. The Group's

sustainability direction includes a progressive focus on sourcing lower-impact materials from responsible

sources, guided by evolving customer preferences and supply chain capabilities.

Current financial impactsLab-grown diamond revenue has grown strongly in 2026, reflecting a continued shift in product mix. However,

multiple factors have contributed to this growth, including pricing, product range expansion and broader

consumer trends. As a result, the Group is unable to separately identify the portion attributable to customer

sustainability preferences.

Anticipated financial impactsAs is the case for the counterpart risk (customer preference shift), the Group has determined not to disclose

the financial quantification of this opportunity externally due to the level of uncertainty in the

modelling approach.

Financial categories impactedRevenue (diamond product categories); gross profit

SUSTAINABILITY

REPORT, CONTINUED.

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CLIMATE RESILIENCE

The Group has assessed the resilience of its strategy and

business model to climate change by considering the

identified climate-related risks and opportunities under

both the Low Warming (Net Zero 2050) and High Warming

(Current Policies) scenarios described in the Climate Scenario

Analysis section above, across short, medium and long-term

time horizons.

Although the relative severity of transition and physical risks

differs across the two scenarios, with transition risks and

opportunities more pronounced under Net Zero 2050 and

physical risks more pronounced under Current Policies, the

Group's assessment has not identified any implications that

fall outside those already described in the climate-related

risks and opportunities tables above. The mitigations and

adaptive capacity set out in those tables remain applicable

across both warming pathways and all assessed time

horizons.

Based on this assessment, the Group's business model and

strategy are considered resilient to climate-related risks

and opportunities across all assessed time horizons. The

Group's capacity to adapt is supported by several structural

characteristics of its business model, including its diversified

geographic footprint across Australia, New Zealand and

Canada; its omni-channel retail capability, which provides

the ability to offset physical store disruption through

online fulfilment; its demonstrated ability to maintain

gross margins through disciplined pricing and product mix

management in the face of commodity cost pressures; and

its active management of its product range to respond to

evolving consumer preferences. Disruption to diamond

supply due to cutting, polishing or sourcing activities in

India is managed through strong supplier partnerships

and inventory flexibility initiatives, including increased use

of consignment arrangements and risk-sharing models

with suppliers. These measures assist in reducing supply

disruption impacts should sourcing challenges occur in a

particular region. Furthermore, the Group experienced no

disruption to product availability or cost increases as a result

of the 2024 Surat flooding events, supported by sufficient

inventory levels maintained throughout the supply chain.

The significant areas of uncertainty disclosed in the

climate-related risks and opportunities tables above remain

applicable to the scenario analysis outcomes described in

this section. While the outcomes of the resilience assessment

reflect the Group's current understanding of climate-related

risks and opportunities, the Group acknowledges that there

could be unknown risks and uncertainties that may cause

actual outcomes to differ from those described. The Group

will continue to monitor key climate indicators and integrate

these insights into its ongoing strategic planning processes.

TRANSITION PLAN

The Group has not developed a formal transition plan at

this stage; however, it continues to consider climate-related

matters as part of its ongoing strategic planning activities

and will revisit its 2030 Sustainability Strategy in the coming

years, including consideration of whether a transition plan is

appropriate.

METRICS AND TARGETS

GREENHOUSE GASES: 2026 RESULTS

OPERATIONAL GHG EMISSIONS

TOTAL CARBON EMISSIONS (TCO

2

E)

2026

Scope 126

Scope 2

Location-based

Market-based

2,172

36

Total Scope 1 and 2 (location-based)2,198

Total Scope 1 and 2 (market-based)62

Carbon credits retired (tCO

2

e)63

Net Scope 1 and 2 (market-based) post offset-

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The Group’s absolute gross Scope 1 and 2 GHG emissions

for FY26 were 2,198 tonnes of carbon dioxide equivalent

(tCO

2

e), using the location-based method. This included

26 tCO

2

e Scope 1 and 2,172 tCO

2

e Scope 2

(location-based) emissions.

Scope 1 emissions are direct GHG emissions that occur from

sources controlled by the Group. This consists of emissions

from refrigerants used in air conditioning units and fridges

and gas used in manufacturing and repairs facilities.

Scope 2 emissions are indirect GHG emissions from

purchased or acquired electricity and heating. The Group has

calculated Scope 2 emissions using both location-based and

market-based methodologies. The location-based method

estimates emissions using an average emissions intensity for

grids where the electricity consumption occurs. The market-

based method estimates emissions in the context of the

Group’s investments in different electricity products, such

as voluntary purchases of renewable energy certificates.

These contractual arrangements include GreenPower and

Large-scale Generation Certificates (LGCs) in Australia, New

Zealand Energy Certificates (NZ-ECs) in New Zealand and

certified renewable energy certificates in Canada. The Group

set a target to achieve net zero Scope 1 and 2 emissions

by the end of 2025 (refer to the Climate-Related Targets

section) and has used the total Scope 1 and 2 market-based

emissions metric to track progress towards this goal.

Total gross Scope 1 and 2 emissions using the market-

based method of 62 tCO

2

e represent operational emissions

unrelated to electricity use. These residual emissions have

been offset through the procurement of certified carbon

credits (refer to Climate-Related Targets section on

page 120 for details of offsets purchased), resulting in

net zero Scope 1 and 2 emissions for FY26.

SUSTAINABILITY

REPORT, CONTINUED.

METHODOLOGY FOR THE CALCULATION OF GHG

EMISSIONS

CALCULATION STANDARD

The GHG emissions inventory for the Group for FY26 has been

calculated in accordance with The Greenhouse Gas Protocol: A

Corporate Accounting and Reporting Standard (2004).

The operational control approach has been used to

determine the organisational boundary for the Group’s

emissions inventory. All sites and assets under the Group’s

direct operational control are included within the reporting

boundary. This includes all Michael Hill and Bevilles stores

across Australia, New Zealand and Canada and Michael

Hill and Bevilles support office locations (including the

manufacturing and distribution centre and repairs site) in

Brisbane. The Group wholly owns these operations, so the

emissions boundary is aligned with the Group for financial

reporting purposes. The distribution centres in Canada and

New Zealand are operated by third-party logistics providers

and, as the Group does not hold operational control over

these facilities, they fall outside the organisational boundary

and will be included in Scope 3 emissions.

Direct operational control also refers to assets under the

Group’s management control. Equipment which is maintained

and under the management control of the landlord is not

included within the Group’s reporting boundary.

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Scope 1 and 2 emissions are measured as follows:

ScopeEmissions categoryActivityData source

GWP and

Emissions factor

Methodology, estimates,

uncertainty

Scope 1Fugitive emissionsTop-up of refrigerants

used in air conditioning

units and fridges

maintained by the Group

Maintenance recordsGWP values

from IPCC Sixth

Assessment

Report 2020 (AR6)

GHG Protocol guidance

“Lifecycle Stage Approach”

methodology for HFC

emissions is used.

Under this method, the

relevant refrigerant GWP is

applied to refrigerant used

in servicing equipment

or lost in disposal of

equipment.

Stationary combustionCombustion of LPG

from a small number of

gas bottles used in the

Group’s manufacturing

and repairs facilities

InvoicesDCCEEW

Australian National

Greenhouse

Accounts Factors

2025

Usage of gas (based

on invoice data for

replacement of gas

bottles) is multiplied by the

relevant emissions factor.

Scope 2Purchased electricity

(location-based)

Electricity consumptionkWh data sourced: AU

and NZ sites - Smart

Power e-smart online

reporting (supplier and

landlord invoices).

CA sites - Smart

Power e-smart online

reporting (supplier

invoices) and landlord

invoices/ confirmation

for embedded

networks.

kWh usage accruals

are made where data

is not available within

reporting timeframes.

DCCEEW

Australian National

Greenhouse

Accounts Factors

2025

NZ Ministry of

Environment

Guidance 2025

Environment and

Climate Change

Canada (ECCC)’s

National Inventory

Report (NIR) 1990

– 2023

kWh electricity consumed

is multiplied by state (AU),

province (CA) or national

(NZ) average emissions

factors for all electricity

consumed from those grids.

Medium uncertainty in

some activity data for CA.

In some cases (10 stores in

FY26), kWh activity data

has been estimated for

embedded network retail

sites where data was not

available from landlords.

Purchased electricity

(market-based)

Electricity consumptionkWh data as for

purchased electricity

(location-based)

Invoice data for kWh

GreenPower purchases

DCCEEW

Australian National

Greenhouse

Accounts Factors

2025, Residual Mix

Factors

For AU, NZ and CA,

electricity usage matched

with GreenPower

purchases or LGC/NZEC

retirements is deducted

from total KWh electricity

consumed.

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ScopeEmissions categoryActivityData source

GWP and

Emissions factor

Methodology, estimates,

uncertainty

Invoice data for LGC

and NZ-EC purchases

NZ Brave Trace

Residual Supply

Factors

Environment and

Climate Change

Canada (ECCC)’s

National Inventory

Report (NIR) 1990

– 2023

Renewable energy grid

mix (RPP and JRPP) is also

deducted for Australia.

A residual mix factor is

applied to the remaining

electricity consumption

to calculate market-based

emissions.

For CA, as no renewable

electricity instruments

have been purchased

in FY25 or prior years,

location-based emissions

have been used for

those years.

Purchased heatGas usage for provision

of store heating (CA

retail locations)

Gas usage data from

direct supplier invoices

Environment and

Climate Change

Canada (ECCC)’s

National Inventory

Report (NIR) 1990

– 2023

m

3

gas usage is multiplied

by province emission

factors.

SUSTAINABILITY

REPORT, CONTINUED.

USE OF ESTIMATES

In some instances, actual usage of electricity and heating

was not available from supplier invoice data. In these

cases, consumption has been estimated based on average

consumption for sites of a similar size and location, or

historical consumption for that site.

OTHER CROSS-INDUSTRY METRICS

INTERNAL EMISSIONS PRICE

The Group does not currently have a methodology to

calculate or apply an internal emissions price to incentivise

lower carbon practices or guide investment decisions.

CLIMATE-RELATED TARGETS

NET ZERO SCOPE 1 AND SCOPE 2 EMISSIONS TARGET

The Group set a target to achieve net zero GHG emissions

from its own operations (Scope 1 and 2 emissions with Scope

2 emissions measured using the market-based method) by

the end of 2025 (calendar year target). This target applies

to the Group as a whole and was set in 2022 as part of the

Group’s 2030 Sustainability Strategy. The target was set

with the intention that 100% of the Group’s electricity usage

would be matched with zero-emissions renewable energy.

Any remaining emissions, calculated under the Scope 2

market-based method, would be offset with carbon credits.

The target was developed internally with reference to the

goals of the Paris Agreement and with guidance from an

external specialist sustainability consultancy. The target

was not validated by a third party. The Group’s target is a

net GHG emissions target, with an objective to minimise

scope 1 and 2 emissions. The Group has not set a gross GHG

emissions target. Greenhouse Gas Protocol metrics are used

to measure this absolute target, specifically carbon dioxide

equivalent (CO

2

e) measured in tonnes of CO

2

e.

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PERFORMANCE AGAINST CLIMATE-RELATED TARGETS

The Group successfully achieved its net zero target for Scope

1 and 2 emissions in December 2025 and has continued to

meet this target for the full FY26 reporting period.

To achieve the Group’s net zero goal in Australia, the Group

voluntarily purchases GreenPower and surrenders renewable

energy generation certificates (LGCs) to match electricity

use above Australia’s Renewable Power Percentage (RPP).

The RPP is the portion of electricity that the Clean Energy

Regulator (CER) requires to be from renewable sources under

the Renewable Energy Target.

In New Zealand, the Group voluntarily purchases and

redeems New Zealand Energy Certificates (NZ-ECs) via the

New Zealand Energy Certificate System. These NZ-ECs are

equivalent to 100% of the Group’s electricity use, ensuring

that consumption is matched with certified renewable energy

generated in New Zealand.

In Canada, the Group purchases EcoLogo certified renewable

energy certificates (RECs), that meet strict environmental

standards, to match 100% of Canadian store electricity usage.

Investment in these products means the amount of

electricity used from the grid in Australia, New Zealand and

Canada is matched with electricity produced from certified

renewable sources. This allows the Group to report our

market-based Scope 2 electricity emissions as zero, using

the market-based methodology as per the GHG Protocol

Scope 2 Guidance.

USE OF CARBON CREDITS TO ACHIEVE TARGETS

The Group has achieved the net zero Scope 1 and 2 emissions

target primarily through renewable energy procurement as

described above. However, some operational emissions not

related to electricity use remain. These residual emissions

have been offset through the procurement of certified carbon

credits aligned with our broader nature restoration goals.

The Group purchased a total of 63 tonnes of CO

2

e offsets

(equivalent to 3% of the Group’s total Scope 1 and 2

emissions for FY26) to cover these residual emissions:

• Australia: 27 tonnes of CO2e offsets were purchased

through Clima to cover Scope 1 fugitive emissions. The

underlying offsets are Australian Carbon Credit Units

(ACCUs) generated from the Limestone Plantation

Forestry project, which establishes and manages

high-quality commercial timber plantations in Victoria,

Australia drawing down significant carbon stocks.

• Canada: 36 tonnes of CO2e offsets were purchased

through Carbonzero to cover Scope 2 emissions

associated with gas usage for store heating. The

underlying offsets are generated from the Niagara

Escarpment Forest Carbon Project, which promotes and

maintains the function and diversity of forest ecosystems

in Ontario. This project is publicly listed on the CSA

CleanProjects Registry and is third-party verified under

ISO-14064-2 by Carbon Consult Group.

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DIRECTORS’ DECLARATION

In the opinion of the directors of Michael Hill International Limited (collectively, ‘the Group’), I state that the Group has taken reasonable

steps to ensure that the substantive provisions of the Sustainability Report of the Group and its subsidiaries for the year ended 28 June

2026, as presented on pages 106 to 121, are in accordance with the Corporations Act 2001, including:

(a) Complying with Australian Sustainability Reporting Standard AASB S2 Climate-related Disclosures and any further requirements

determined under section 296C(2) of the Corporations Act 2001; and

(b) Containing the climate statement disclosures required by section 296D of the Corporations Act 2001. Made in accordance with a

resolution of the directors of Michael Hill International Limited pursuant to section 296A(6) of the Corporations Act 2001, as

modified by section 1707C(2) of the Corporations Act 2001.

On behalf of the Board,

R I Fyfe

Chair

Brisbane

28 August 2026

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A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.com/au

Independent auditor’s review report to the members of

Michael Hill International Limited

Conclusion

We have conducted a review of the following information in the Sustainability Report of Michael Hill

international Limited (the Company), and its subsidiaries (collectively the Group) for the year ended

28 June 2026 (the ‘selective sustainability information’) as required by Australian Standard on

Sustainability Assurance ASSA 5010 Timeline for Audits and Reviews of Information in Sustainability

Reports under the Corporations Act 2001 issued by the Auditing and Assurance Standards Board

(AUASB):

Selective sustainability

information

Criteria: Reporting requirement of

AASB S2 Climate-related

Disclosures (AASB S2) (including

related general disclosures

required by Appendix D) Location in Sustainability Report

Governance Paragraph 6 Governance section (pages 3 to 5)

Strategy (risk and

opportunities)

Subparagraphs 9(a), 10(a) and

10(b)

Climate-related risk and opportunity

tables, limited to risk/opportunity

descriptions and classification as

physical or transition (pages 8 to

12).

Scope 1 and 2 emissions Subparagraphs 29(a)(i)(1) to (2)

and 29(a)(ii) to (v)

Metrics and Targets section (pages

14 to 16), ending with the "Use of

estimates" subsection

The requirements of AASB S2 identified in the table above form the criteria relevant to the selective

sustainability information and apply under Division 1 of Part 2M.3 of the Corporations Act 2001 (the

Act).

We have not become aware of any matter in the course of our review that makes us believe that the

selective sustainability information specified in the table above does not comply with Division 1 of Part

2M.3 of the Corporations Act 2001.

Basis for conclusion

Our review has been conducted in accordance with Australian Standard on Sustainability Assurance

ASSA 5000 General Requirements for Sustainability Assurance Engagements (ASSA 5000) issued by

the AUASB. Our review includes obtaining limited assurance about whether the selective sustainability

information is free from material misstatement.

In applying the relevant criteria, we note that subsection 296C(1) of the Act includes a requirement to

comply with AASB S2.

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Liability limited by a scheme approved under Professional Standards Legislation



Our conclusion is based on the procedures we have performed and the evidence we have obtained in

accordance with ASSA 5000. The procedures in a review vary in nature and timing from, and are less

in extent than for, an audit. Consequently, the level of assurance obtained in a review is substantially

lower than the assurance that would have been obtained had an audit been performed. See the

Summary of the Work performed

section of our report.

Our responsibilities under ASSA 5000 are further described in the Auditor’s responsibilities section of

our report.

We are independent of the Group in accordance with the auditor independence requirements of the

Act and the ethical requirements of APES 110 Code of Ethics for Professional Accountants (including

Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited

(November 2018 incorporating all amendments to June 2024) (the Code) that are relevant to reviews

of the selective sustainability information of public interest entities in Australia. We have also fulfilled

our other ethical responsibilities in accordance with these requirements and the Code.

We confirm that the independence declaration required by the Act, which has been given to the

directors of Michael Hill International Limited, would be in the same terms if given to the directors as

at the time of this auditor’s report.

Our firm applies Australian Standard on Quality Management ASQM 1 Quality Management for

Firms that Perform Audits or Reviews of Financial Reports and Other Financial Information or Other

Assurance or Related Services Engagements, which requires the firm to design, implement and

operate a system of quality management, including policies and procedures regarding compliance with

ethical requirements, professional standards, and applicable legal and regulatory requirements.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our

conclusion.

Other matter

Comparative information was not subject to an assurance engagement in the prior period. In

connection with our review on the selective sustainability information, our responsibility is to

determine whether the comparative information is appropriately presented, by evaluating its

consistency with the disclosures presented in the prior period and the consistency of the criteria with

the criteria applied in the current period. Our conclusion is not modified in respect of this matter.

Other information

The directors of the Company are responsible for the other information. The other information

comprises the Company’s Annual Report, including the Financial Report and the Sustainability Report,

but does not include the selective sustainability information and our review report thereon.

Our conclusion on the selective sustainability information does not cover the other information and we

do not express any form of assurance conclusion thereon.

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A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation



In connection with our review of the selective sustainability information, our responsibility is to read

the other information identified above and, in doing so, consider whether the other information is

materially inconsistent with the selective sustainability information, or our knowledge obtained when

conducting the review, or otherwise appears to be materially misstated. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Responsibilities for the selective sustainability information

The directors of the Company are responsible for:

▪ The preparation of the selective sustainability information in accordance with the Act; and

▪ Designing, implementing and maintaining such internal control necessary to enable the

preparation of the selective sustainability information, in accordance with the Act that is free

from material misstatement, whether due to fraud or error.

Inherent limitations

As discussed on page 8 of the Report, climate-related risk management is an emerging area, and often

uses data and methodologies that are developing and uncertain. The Report contains forward looking

statements, including climate-related scenarios, targets, assumptions, climate projections, forecasts,

statements of future intentions and estimates and judgements that have not yet occurred and may

never occur. We do not provide assurance on the achievability of this prospective information.

Greenhouse gas emissions quantification is subject to significant measurement uncertainty, which

arises because of incomplete scientific knowledge used to determine emissions factors and the values

needed to combine emissions of different gases. The comparability of sustainability information

between entities and over time may be affected by inconsistencies in the methods to estimate or

measure those emissions, due to different, but acceptable, methods applied.

Auditor’s responsibilities

Our objectives are to plan and perform the review to obtain limited assurance about whether the

selective sustainability information, defined in the Conclusion section of our report, is free from

material misstatement, whether due to fraud or error, and to issue a review report that includes our

conclusion. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis

of the selective sustainability information.

As part of a review in accordance with ASSA 5000, we exercise professional judgement and maintain

professional scepticism throughout the engagement. We also:

▪ Perform risk assessment procedures, including obtaining an understanding of internal control

relevant to the engagement, to identify and assess the risks of material misstatements, whether

due to fraud or error, at the disclosure level but not for the purpose of providing a conclusion on

the effectiveness of the entity’s internal control.

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A member firm of Ernst & Young Global Limited

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▪ Design and perform procedures responsive to assessed risks of material misstatement at the

disclosure level. The risk of not detecting a material misstatement resulting from fraud is higher

than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

Summary of the work performed

A review is a limited assurance engagement and involves performing procedures to obtain evidence

about the selective sustainability information. The nature, timing and extent of procedures selected

depend on professional judgement, including the assessed risks of material misstatement at the

disclosure level, whether due to fraud or error.

In conducting our review, the procedures we performed included, but were not limited to:

▪ Considered the completeness of Michael Hill International Limited’s’ s assessment of climate-

related risks and opportunities

▪ Conducted interviews with key personnel to understand the process for collecting, collating and

reporting the selective sustainability information during the reporting period

▪ Read minutes of relevant committees to understand matters discussed and decisions made with

respect to climate-related disclosures

▪ Assessed the appropriateness of the reporting boundaries applied

▪ Undertook analytical review procedures to support the reasonableness of the selective

sustainability information

▪ Evaluated the appropriateness of emission factors applied in the greenhouse gas emission

processes

▪ Agreed the selective sustainability information disclosures made in the report with the underlying

records

▪ Evaluated the presentation and disclosure of the selective sustainability information against the

requirements of AASB S2





Ernst & Young






Rebecca Burrows

Partner

Brisbane

28 August 2026

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ADDITIONAL SHAREHOLDER

INFORMATION

AS AT 31 AUGUST 2026

The Company has one class of shares on issue (being ordinary shares). The Company’s shares are listed on the Australian

Securities Exchange and the New Zealand Stock Exchange.

Number

Issued capital 384,842,602

Number of shareholders3,743

Minimum parcel price$0.375

Holders with less than a marketable parcel 709

TWENTY LARGEST SHAREHOLDERS

RankShareholder Name

Number of Fully

Paid Ordinary

Shares

% of Fully Paid

Ordinary Shares

1HOGLETT HAMLETT LIMITED*145,740,60037.87

2CITICORP NOMINEES PTY LIMITED34,666,7829.01

3SQUEAKIDIN LIMITED*19,156,9264.98

4NEW ZEALAND CENTRAL SECURITIES DEPOSITORY LTD18,392,6014.78

5HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED15,375,3834.00

6J P MORGAN NOMINEES AUSTRALIA PTY LIMITED13,065,5083.40

7PETER KARL CHRISTOPHER HULJICH + JOHN HAMISH BONSHAW IRVING8,309,3222.16

8MOLE HILL LIMITED*7,991,7862.08

9KENNEDY CONSOLIDATED CAPITAL PTY LTD5,427,8671.41

10MOLE HILL LIMITED*5,000,0001.30

11BNP PARIBAS NOMINEES PTY LTD 4,538,7501.18

12NEW ZEALAND DEPOSITORY NOMINEE LIMITED3,887,7291.01

13CHRISTOPHER PETER HULJICH + CONSTANCE MARIA F HULJICH +

PETER KARL CHRISTOPHER HULJICH

3,488,8610.91

14MR RAYMOND JAMES ALLAN2,908,3710.76

15HOGLETT HAMLETT LIMITED*2,590,0000.67

16CUSTODIAL SERVICES LIMITED2,143,8230.56

17VANWARD INVESTMENTS LIMITED2,036,9740.53

18THE PEOPLE SHOP LIMITED1,946,4330.51

19CLARE HESSE1,646,5190.43

20MR REX CHARLES MINCHER1,500,0000.39

Total299,814,23577.91

Total Remaining Holders Balance85,028,36722.09

*Denotes entities in which a member or members of the Hill family have an interest.

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DISTRIBUTION OF SECURITY HOLDERS

Range

Number of holders of fully

paid ordinary shares

Number of fully paid ordinary shares

1 - 1,000610332,379

1,001 - 5,0001,1803,525,344

5,001 - 10,0006635,386,800

10,001 - 100,0001,12737,080,081

Over 100,001 163338,517,998

Total3,743384,842,602

UNMARKETABLE PARCELS

Minimum Parcel SizeNumber of HoldersNumber of Units

Minimum $500.00 parcel at $0.375 per unit1,334709451,445


As at 31 August 2026, there are five substantial shareholders that the Company is aware of:

SUBSTANTIAL HOLDERS

NameLatest Notice DateShares

Hoglett Hamlett Limited and others*13 October 2016148,330,600

Mark Simon Hill3 September 2021163,487,902

Emma Jane Hill13 October 2016167,487,526

Spheria Asset Management Pty Ltd2 April 202639,408,511

Accident Compensation Corporation13 April 202622,393,710

* Includes: Hoglett Hamlett Limited (New Zealand incorporated company with company number 5994887), Sir Richard Michael Hill, Lady Ann Christine Hill and Veritas Hill

Limited (New Zealand incorporated company with company number 2303840).

The above table sets out the number of securities held by substantial shareholders in the Company as disclosed in their last

substantial shareholder’s notice. Those shareholders may have acquired or disposed of securities in the Company since the date of

that notice. A substantial shareholder is only required to disclose acquisition or disposals where there has been a movement of at

least 1% in their shareholding.

SHARE OPTIONS AND RIGHTS

The Company has 300,000 unlisted share options and 13,019,933 share rights on issue. As at 31 August 2026 there was 1

holder of share options and 37 holders of share rights.

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DIRECTORS

R I Fyfe B.Eng, F.E.N.Z., C.N.Z.M. Chair

Sir R M Hill K.N.Z.M. (leave of absence from 14 April 2025,

until his passing on 29 July 2025)

E J Hill B.Com, M.B.A.

G W Smith B.Com, F.C.A., F.A.I.C.D.

D Whittle B.A., B.Com

C Batten LLB (Hons), B.Com, Deputy Chair

A Slingsby B.A., PPL (HBS) (appointed as alternate

non-executive director to Sir Richard Michael Hill on

14 April 2025, resigned 29 July 2025; appointed

as non-executive director 8 September 2025)

K Bozic CA, GAICD, BEc, MBA (appointed 29 August 2026)

M Bayliss B.Sc., ACA (appointed 29 August 2026)

COMPANY SECRETARY

K Palethorpe (18 March 2024 – 17 March 2026)

M Kremastos (17 March 2026 – 2 July 2026)

C Hoyle (commencing 2 July 2026)

PRINCIPAL REGISTERED OFFICE IN AUSTRALIA

34 Southgate Avenue

Cannon Hill QLD 4170

Australia

SHARE REGISTER

Computershare Investor Services Pty Ltd

Level 1,

200 Mary Street,

Brisbane QLD 4000

1300 552 270 (within Australia)

+61 3 9415 4000 (outside of Australia)

STOCK EXCHANGE LISTING

Michael Hill International Limited shares are listed on

the Australian Securities Exchange as its primary listing

(ASX:MHJ), and on the New Zealand Stock Exchange as

a secondary listing (NZX:MHJ).

AUDITOR

EY

Level 51,

111 Eagle Street,

Brisbane QLD 4000

SOLICITOR

Allens

Level 26,

480 Queen Street,

Brisbane QLD 4000

BANKERS

ANZ Australia

ANZ New Zealand

Royal Bank of Canada

Bank of Montreal

Commonwealth Bank of Australia

WEBSITES

www.michaelhill.com.au

www.michaelhill.co.nz

www.michaelhill.ca

www.bevilles.com.au

investor.michaelhill.com

EMAIL

online@michaelhill.com.au

CORPORATE

DIRECTORY

As at 31 August 2026

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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.