Updated Securities Trading Policy

ASX AND NZX ANNOUNCEMENT


UPDATED SECURITIES TRADING POLICY


15 September 2022

Michael Hill International Limited (ASX/NZX: MHJ) would like to advise that it has updated its Trading Policy. Attached
is a copy of the revised Trading Policy, as adopted by the Board and being lodged with the ASX/NZX in accordance with
ASX Listing Rule 12.10. The change in the Trading Policy reflects the Company’s decision to move from quarterly trading
updates to half yearly.

A copy of the Trading Policy is available on the corporate governance section of the Company’s website at
https://investor.michaelhill.com/corporategovernance





For more information, please contact:


Investors:
Andrew Lowe
CFO & Company Secretary
+61 7 3114 3505
andrew.lowe@michaelhill.com.au


Investors:
Anthea Noble
Head of Investor Relations
+61 438 770 704
anthea.noble@michaelhill.com.au



ABOUT MICHAEL HILL INTERNATIONAL LIMITED

Michael Hill International was founded by Sir Michael Hill in 1979 when he opened his first jewellery store in Whangarei,
New Zealand. The Group currently has 280 stores globally across Australia, New Zealand and Canada. The Group’s global
headquarters, including its wholesale and manufacturing divisions, are located in Brisbane, Australia. The Company is
listed on the ASX (ASX:MHJ) and the NZX (NZX:MHJ).

http://investor.michaelhill.com/


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

TRADING POLICY
1. Purpose of this policy
(a) This trading policy (Policy) is intended to ensure that persons who are discharging managerial
responsibilities including but not limited to Directors, do not misuse, and do not place themselves
under suspicion of misusing Inside Information that they may be thought to have, especially in
periods leading up to an announcement of the Company.
(b) The Policy sets out the procedure for trading in Securities of the Company and aims to provide
Directors and Employees and any other persons who may be associated with the Company, with
guidance on how and when trades in the Company’s Securities may take place and when trading
of the Company’s Securities is strictly prohibited.
(c) For the avoidance of doubt, nothing in this Policy sanctions a breach of the market misconduct or
insider trading provisions of the Corporations Act. A person who possesses Inside Information
about an entity’s securities is generally prohibited from trading in those securities under the insider
trading provisions of the Corporations Act and this applies even where the trade occurs as
permitted within the operation of this policy.
(d) References to the Company in this Policy are references to the Company and its subsidiaries.
(e) Defined terms are set out in clause 21 of this Policy.
2. Who this policy applies to
This policy applies to Restricted Persons.
3. Dealing by Restricted Persons
(a) A Restricted Person must not Deal in any Securities of the Company unless:
(i) a clearance to Deal is obtained in accordance with clause 4 of this Policy; or
(ii) the Dealing is a Permitted Dealing.
(b) Notwithstanding that a clearance to Deal may be granted by the Company (even in exceptional
circumstances) or that a Dealing may be an Permitted Dealing, a Restricted Person must not Deal
in Company Securities where clauses 7 (Inside Information), 14 (short-term selling), 15 (short
selling) and 16 (hedging transactions) of this Policy are applicable.
4. Clearance to Deal
(a) All Restricted Persons (except those who are Directors, the Chief Executive Officer or the
Company Secretary) must not Deal in any Securities of the Company (unless the Dealing is an
Permitted Dealing) without first notifying the Company Secretary and a Director designated by the
Board for this purpose and receiving clearance to Deal from the designated Director or the
Company Secretary.
(b) A Director (other than the Chairperson or a Managing Director) must not Deal in any Securities of
the Company (unless the Dealing is an Permitted Dealing) without first notifying the Chairperson
(or a Director designated by the Board for this purpose) and the Company Secretary and receiving
clearance to Deal from the Chairperson (or the designated Director) (or the Company Secretary
on their behalf).
(c) The Chairperson must not Deal in any Securities of the Company (unless the Dealing is a
Permitted Dealing) without first notifying a senior independent Director, the Audit & Risk
Management Committee or another officer of the Company nominated for that purpose by the
Audit & Risk Management Committee, and receiving clearance to Deal from that Director,
committee or officer (or the Company Secretary on their behalf).
(d) The Chief Executive Offer (or Managing Director, as applicable) must not Deal in any Securities of
the Company (unless the Dealing is an Permitted Dealing) without first notifying the Chairperson

and the Company Secretary and receiving clearance to Deal from the Chairperson (or the
Company Secretary on their behalf) or, if the Chairperson is not readily available, without first
notifying the senior independent Director, a committee of the Board established for that purpose or
another officer of the Company nominated for that purpose by the Chairperson, and receiving
clearance to Deal from that Director, committee or officer (or the Company Secretary on their
behalf).
(e) If the role of Chairperson and Chief Executive Offer (or Managing Director, as applicable) are
combined, that person must not Deal in any Securities of the Company (unless the Dealing is an
Permitted Dealing) without first notifying the Board and the Company Secretary and receiving
clearance to Deal from the Board (or the Company Secretary on its behalf).
(f) The Company Secretary must not Deal in any Securities of the Company (unless the Dealing is an
Permitted Dealing) without first notifying the Chairperson and receiving clearance to Deal from the
Chairperson (or another officer of the Company nominated for that purpose by the Chairperson) or
if the Chairperson is not readily available, without first notifying the senior independent Director, a
committee of the Board established for that purpose or another officer of the Company nominated
for that purpose by the Chairperson, and receiving clearance to Deal from that Director, committee
or officer.
(g) The Company reserves the right of a Clearance Officer to:
(i) give or refuse a request for a clearance to Deal at its sole discretion and without giving any
reasons; or
(ii) withdraw a clearance to Deal if there is a change in circumstances or new information
becomes available.
(h) A response to a request for a clearance to Deal must be given to the relevant Restricted Person
within two Business Days of the request being made.
(i) The Company must maintain a record of the response to a request for a clearance to Deal made
by a Restricted Person and of any clearance given. A copy of the response and clearance (if any)
must be given to the Restricted Person concerned.
(j) A Restricted Person who is given a clearance to Deal in accordance with this clause 4 must deal
as soon as possible in any event within five Business Days of clearance being received by the
Restricted Person.
(k) The grant of a clearance to Deal by the Company is not an endorsement of the Dealing by the
Company. The person seeking the clearance to Deal is solely responsibility for the investment
decision to Deal in Securities in the Company and compliance with insider trading laws.
(l) The grant of a clearance to Deal by the Company does not relieve a Restricted Person from their
legal obligations under the insider trading provisions of the Corporations Act. The person granted
the clearance to Deal should carefully consider whether or not they are in possession of Inside
Information that might preclude them from trading in those Securities and if they are in possession
of Inside Information (including if they come into possession of Inside Information after obtaining a
clearance to Deal), then they must not trade despite having received the clearance.
(m) Before a Restricted Person Deals in the Company’s Securities (even if it is an Permitted Dealing),
they should consider carefully whether they are in possession of any Inside Information that might
preclude them from trading at that time and, if in any doubt, they should not trade.
(n) A refusal by a Clearance Officer to give a clearance to Deal is final and binding on the person
seeking the clearance.
(o) Where the Company refuses to give a clearance to Deal, this information is confidential between
the Company and the person seeking the clearance and must not be disclosed to any other
person.
5. Circumstances for refusal
A Restricted Person must not be given clearance to Deal in any Securities of the Company during a
Prohibited Period unless an exceptional circumstance arises in accordance with clause 6 of this Policy.

6. Dealing in exceptional circumstances
(a) A Restricted Person, who is not in possession of Inside Information in relation to the Company,
may be given clearance to Deal during a Prohibited Period if that person is in severe financial
difficulty or there are other exceptional circumstances. Clearance may be given for such a person
to sell (but not purchase) Securities of the Company when that person would otherwise be
prohibited by this Policy from doing so. The determination of whether the person in question is in
severe financial difficulty or whether there are other exceptional circumstances can only be made
by the Clearance Officer designated by the Board for this purpose under clause 4.
(b) A person may be in severe financial difficulty if that person has a pressing financial commitment
that cannot be satisfied otherwise than by selling the relevant Securities of the Company. A
liability of a person to pay tax would not normally constitute severe financial difficulty unless the
person has no other means of satisfying the liability. A circumstance will be considered
exceptional if the person in question is required by a court order to transfer or sell the Securities of
the Company or there is some other overriding legal requirement to do so.
(c) If required by the Listing Rules, the Company should consult the ASX at an early stage regarding
any application by a Restricted Person to deal in exceptional circumstances.
7. Prohibition on Insider Trading
No Restricted Person may Deal in Company Securities at any time (including a Prohibited Period), if that
person is or could reasonably be expected to be in possession of Inside Information.
8. Communicating Inside Information
A Restricted Person in possession of Inside Information must not, directly or indirectly, communicate the
information, or cause the Inside Information to be communicated, to another person if the Restricted
Person knows, or ought reasonably to know, that the other person would be likely to Deal in the
Company’s Securities.
9. Dealing by persons and entities associated with Restricted Persons
(a) A Restricted Person must take all reasonable steps to prevent an Associate, Related Person or
Related Entity of the Restricted Person from Dealing in the Company’s Securities during a
Prohibited Period.
(b) A Restricted Person must take reasonable steps to advise any Associate, Related Person or
Related Entity of the Restricted Person that:
(i) they are a Restricted Person of the Company; and
(ii) of the Prohibited Periods during which the Associate, Related Person or Related Entity
cannot Deal in the Company’s Securities.
(c) A Restricted Person must immediately notify a Clearance Officer if he or she becomes aware of or
suspects an Associate, Related Person or Related Entity of Dealing in the Company’s Securities
during a Prohibited Period.
10. Disclosure of Dealings by Directors and substantial shareholders
(a) In accordance with section 250G of the Corporations Act and ASX Listing Rule 3.19A, Directors
must notify ASX of any Dealings (whether in a Prohibited Period or otherwise) in the Company’s
Securities within five Business Days of such Dealing.
(b) To the extent required to do so under the Listing Rules, the Company will disclose to the market
when a Restricted Person has been given a clearance to Deal during a Prohibited Period.
(c) In accordance with section 671B of the Corporations Act, a Restricted Person must notify the
Company and ASX if he or she:
(i) has obtained a Substantial Holding in the Company;

(ii) already holds a Substantial Holding - if he or she increases or decreases that Substantial
Holding by 1% or more of the Company’s shares; or
(iii) ceases to hold a Substantial Holding,
such notice to be provided within two Business Days of becoming aware of that information.
11. Dealings in Securities of other companies
(a) A Restricted Person who has Inside Information about another Third Party Listed Entity as a result
of his or her position in the Company is prohibited from:
(i) dealing in any Securities of that Third Party Listed Entity unless a clearance to Deal is
obtained in accordance with clause 4 of this Policy; or
(ii) communicating the Inside Information.
Examples (without being exhaustive) of how Inside Information about a Third Party Listed Entity
may be obtained are as follows:
(iii) during the course of a proposed transaction;
(iv) during the course of due diligence investigations;
(v) Board deliberations;
(vi) negotiations; or
(vii) information provided by others during the ordinary course of business.
12. Penalties
(a) There are penalties under the Corporations Act for a breach of Insider Trading provisions under
the Corporations Act. As at the date of adoption of this Policy, the maximum penalties under the
Corporations Act are:
(i) in the case of a natural person imprisonment of ten years or a fine the higher of:
(A) 4,500 penalty units; and
(B) if the Court can determine the total value of the benefits the person obtained, which are
reasonably attributable to the commission of the offence - three times that total value;
(ii) in the case of a body corporate, a fine the greatest of the following:
(A) 45,000 penalty units;
(B) if the Court can determine the total value of the benefits that have been obtained and
are reasonably attributable to the commission of the offence - three times that total
value; and
(C) if the Court cannot determine the total value of those benefits - 10% of the body
corporate’s annual turnover during the 12 month period ending at the end of the month
in which the body corporate committed, or began committing, the offence; and
(iii) unlimited civil penalties.
(b) A breach of this Policy will also be regarded as serious misconduct which may lead to disciplinary
action, up to and including dismissal.
13. Policy on Margin Loan Arrangements
(a) A Restricted Person may enter into a margin loan or similar funding arrangement in respect of any
Company Securities (Funding Arrangements) but must disclose the existence, nature and terms of
the Funding Arrangements to a Clearance Officer who will notify the Board.

(b) The Company and its Board will disclose any Funding Arrangements which would require
disclosure under Listing Rule 3.1.
(c) Without limiting subclause 1(b), where a Restricted Person’s Funding Arrangement involves 5% or
more of the Company’s shares, the Board and Company Secretary will make appropriate
disclosure to the market of any key terms of the Funding Arrangements.
14. Policy on Short-term trading
A Restricted Person must not Deal in any Securities of the Company where the Dealing involves the short-
term trading of Securities in the Company, being instances where trading in and out of Securities occurs
within a period of less than one month.
15. Policy on Short Selling
A Restricted Person must not Deal in any Securities of the Company where the Dealing involves the short
selling of Securities in the Company.
16. Hedging Transactions
The Corporations Act prohibits Key Management Personnel and a closely related party of Key
Management Personnel from entering into an arrangement if the arrangement would have the effect of
limiting the exposure of the member to risk relating to an element of the members remuneration that has
not vested or has vested but remains subject to a holding lock. Key Management Personnel of the
Company and their closely related parties should not Deal in Securities in the Company which may
infringe this prohibition under the Corporations Act nor should any other Restricted Person enter into
hedging transactions to limit his or her exposure in respect of any unvested entitlement to Securities he or
she receives under any equity based remuneration scheme of the Company.
17. What is Inside Information?
Inside Information is Information that is not Generally Available and, if it were Generally Available, a
reasonable person would expect it to have a Material Effect on either the price or the value of the
Company’s Securities.
18. When is Information Generally Available?
Information is Generally Available if:
(a) it consists of readily observable matter;
(b) where the Information has been made known in a manner that would, or would be likely to, bring it
to the attention of persons who commonly invest in Securities, a reasonable period for it to be
disseminated among such persons has elapsed (for example, it has been released to the ASX or
published in an annual report or prospectus); or
(c) it may be deduced, inferred or concluded from the Information referred to above.
19. What is a Material Effect?
(a) Material Effect, in relation to Inside Information, is where that Information would, or would be likely
to, influence persons who commonly acquire Securities in deciding whether or not to acquire or
dispose of Securities of that nature.
(b) Examples of information, that may have a Material Effect on the price or value of Securities when
it becomes Generally Available, include:
(i) revenue;
(ii) profit forecasts;
(iii) inventory levels;
(iv) forecasts;

(v) items of major capital expenditure;
(vi) borrowings;
(vii) liquidity and cashflow information;
(viii) management restructuring;
(ix) changes in distribution arrangements;
(x) litigation;
(xi) impending mergers and acquisitions, reconstructions or takeovers;
(xii) major asset purchases or sales;
(xiii) exploration results; or
(xiv) new product and technology.
20. What is Dealing in Securities?
Dealing in Securities means:
(a) applying for, acquiring or disposing of Securities;
(b) entering into an agreement to apply for, acquire or dispose of Securities; or
(c) Procuring another person to:
(i) apply for, acquire or dispose of Securities; or
(ii) enter into an agreement to apply for, acquire or dispose of Securities.
21. Definitions
In this Trading Policy:
Associate has the same meaning as set out in the Corporations Act.
ASX means the Australian Securities Exchange owned and operated by ASX Limited.
Blackout Period means:
(a) for each Financial Year end, the period starting 10 days prior to that Financial Year end and
ending immediately after the close of trading on the Trading Day after the release of the ASX
appendix 4E and full year financial report to ASX;
(b) for each first Half Year, the period starting 10 days prior to that Half Year end and ending
immediately after the close of trading on the Trading Day after the release of the ASX
appendix 4D and half year financial report to ASX;
(c) the period commencing from the release of information to the ASX which a reasonable person
would expect to have a Material Effect on either the price or the value of the Company’s Securities
and ending immediately after the close of trading on the Trading Day after the release of such
information to the ASX; and
(d) any other period determined by the Directors in their absolute discretion.
Board means board of Directors.
Business Day means a day, other than a Saturday or Sunday, on which banks are open for general
banking business in Brisbane.
Chairperson means the chairperson of the Board.
Chief Executive Officer means the person (if any) engaged by the Company in the role of the chief
executive officer of the Company.

Clearance Officer means:
(a) the Company Secretary;
(b) the Chairperson;
(c) the Managing Director or Chief Executive Officer; or
(d) a Director designated by the Board for the purposes of clause 4.
Company means Michael Hill International Limited ACN 610 937 598.
Company Secretary means a person appointed by the Company to be the company secretary.
Corporations Act means the Corporations Act 2001 (Cth).
Court means the relevant court of law holding jurisdiction over the determination of insider trading matters
under the Corporations Act.
Dealing has the meaning set out in clause 20 of this Policy. Deal has the corresponding meaning.
Director means a director of the Company.
Employee means an individual who works for the Company (or its subsidiary) under a contract of
employment.
Financial Year means the financial year of the Company as nominated by the Company, which will
generally be the period commencing on the Monday immediately preceding the first Sunday in July and
concluding on the last Sunday in the following June.
Generally Available has the meaning given in clause 18 of this Policy.
Half Year means the half year of the Company as nominated by the Company, which will generally be: in
respect of the first Half Year, the period commencing on the first day of the Financial Year and ending on
the Sunday of week 26 of that Financial Year; and, in respect of the second Half Year, the period
commencing on the Monday of week 27 of the Financial Year and ending on the last day of the Financial
Year.
Information includes:
(a) matters of supposition and other matters that are insufficiently definite to warrant being made to
the public; and
(b) matters relating to the intentions, or likely intentions, of a person.
Inside Information has the meaning given in clause 17 of this Policy.
Key Management Personnel has the definition given in the Accounting Standard AASB 124 Related
Party Disclosure as ‘those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly and indirectly, including any director (whether executive or
otherwise) of that entity’.
Listing Rules means the Official Listing Rules of the ASX as amended or replaced from time to time.
Managing Director means the Director (if any) engaged by the Company in the role of the managing
director of the Company.
Material Effect has the meaning given in clause 19 of this Policy.
Permitted Dealings means:
(a) dealing where the beneficial interest in the relevant Security does not change;
(b) transfers of Securities in the Company between a Restricted Person and someone closely related
to the Restricted Person (such as a spouse, minor child, family company, family trust or
superannuation fund) or by a Restricted Person to their superannuation fund, in respect of which
prior clearance has been provided in accordance with this Policy;

(c) if the Restricted Person is a trustee of a trust but is not a beneficiary of the trust, trading in the
Company’s Securities by that trust provided any decision to trade during a Blackout Period is
taken by the other trustees or investment manager independently of the Restricted Person;
(d) the exercise of an option or right under an incentive scheme or the conversion of a convertible
security, where the final date for the exercise or conversion falls during a Blackout Period and the
Restricted Person could not reasonably have been expected to exercise or convert the Security at
a time when it was entitled to, due to the Company having an exceptionally long Blackout Period
or a number of consecutive Blackout Periods;
(e) bona fide gifts to a Restricted Person by a third party.
(f) a disposal of Securities arising from the acceptance of a takeover offer, scheme of arrangement or
equal access buy-back;
(g) a disposal of rights acquired or an acquisition of Securities in the Company under a pro rata issue;
(h) an acquisition of Securities in the Company under a security purchase plan or a dividend or
distribution reinvestment plan where:
(i) the Restricted Person did not commence or amend their participation in the plan during a
Blackout Period; and
(ii) the Policy does not permit the Restricted Person to withdraw from the plan during a
Blackout Period other than in exceptional circumstances;
(i) the obtaining by a Director of a share qualification;
(j) acquiring Securities in the Company under an employee incentive scheme or the cancellation or
surrender of an option or other right under an employee incentive scheme;
(k) where a Restricted Person is the trustee of an employee incentive scheme, an acquisition of
Securities in the Company by the Restricted Person in his or her capacity as a trustee of the
scheme;
(l) an acquisition or disposal of Securities in the Company under a pre-determined investment or
divestment plan for which prior clearance has been provided in accordance with the Policy and
where:
(i) the Restricted Person did not enter into or amend the plan during a Prohibited Period;
(ii) the plan does not permit the Restricted Person to exercise any discretion over how, when,
or whether to acquire or dispose of Securities; and
(iii) the Policy does not allow for the cancellation of the plan during a Blackout Period other than
in exceptional circumstances;
(m) indirect and incidental trading that occurs as a consequence of a Restricted Person dealing in
Securities issued by a managed investment scheme, listed investment company, exchange-traded
fund or similar investment vehicle that is managed by a third party and that happens to hold as
part of its portfolio Securities in the Company; and
(n) an involuntary disposal of Securities in the Company that results from a margin lender or financier
exercising its rights under the arrangement.
Procuring means to incite, induce or encourage an act or omission by another person.
Prohibited Period means:
(a) any Blackout Period; or
(b) any period where any matter exists which could constitute Inside Information in relation to the
Company.

Restricted Person means:
(a) any persons or entities discharging managerial responsibilities for the Company including, but not
limited to:
(i) the Directors;
(ii) the Company Secretary;
(iii) Key Management Personnel;
(iv) the Executive Management Team and their direct reports;
(v) the Retail General Managers and the Regional Managers;
(vi) any Employee, contractor or consultant who receives regular trading data or information of
the Company (including any summary thereof); or
(vii) any Employee who, depending on their individual circumstances, Chief Executive Officer (or
Managing Director, as applicable) specifies from time to time to be a Restricted Person;
(b) other persons specified from time to time by the Chief Executive Officer (or Managing Director, as
applicable); or
(c) any Related Person or Related Entity (or an Associate of a Related Person or Related Entity) of a
person referred in paragraphs (a) and (b) above.
Related Entity of a Restricted Person means an entity which:
(a) the Restricted Person is a director or secretary of; or
(b) the Restricted Person otherwise controls or has a position of influence.
Related Person of a Restricted Person means a parent, spouse or child of the Restricted Person.
Securities means:
(a) shares;
(b) debentures;
(c) legal or equitable interests in a security covered by paragraph (a) or paragraph (b) above;
(d) options to acquire, by way of issue, a security covered by paragraph (a) or paragraph (b) above;
and
(e) rights (whether existing or future and whether contingent or not) to acquire, by way of issue, the
following under a rights issue:
(i) a security covered by paragraph (a) or paragraph (b) above; or
(ii) an interest or right covered by section 764A(1)(b) or section 764A(1)(ba) of the
Corporations Act.
Substantial Holding has the meaning given in section 9 of the Corporations Act (which, at the date of
adoption of this Policy, includes where a person or entity (and their associates) has total votes attached to
voting shares in the Company representing 5% or more of the total number of votes attaching to voting
shares in the Company).
Third Party Listed Entity means any company, other than the Company, which is listed on the ASX or
other recognised exchange or otherwise has Securities which are traded in an open market.
Trading Day has the meaning given in the Listed Rules.

Note: Additional disclosure may be required under the Listing Rules (for example if the Listing Rules require
disclosure of all clearances) and the Corporations Act (for example if the person is a substantial shareholder).