Ann: MEETING: MHI: Notice Of Annual Meeting of Sh

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• Summary: MEETING: MHI: Notice Of Annual Meeting of Shareholders
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					MHI
04/10/2013 12:24
MEETING

REL: 1224 HRS Michael Hill International Limited

MEETING: MHI: Notice Of Annual Meeting of Shareholders

Michael Hill International has provided NZX with the Notice of the Annual
Meeting of shareholders which will be held at the Stamford Plaza Hotel, 22
Albert St, Auckland on Wednesday 30 October 2013 commencing at 10.30 am.

The Notice of meeting has been sent to all shareholders  and the 2013 Annual
Report has been sent to all shareholders who have requested a hard copy.
Copies are also available on the Company's investor website
http://investor.michaelhill.com

Notice of Annual Meeting

Notice is hereby given that the Annual Meeting of shareholders of Michael
Hill International Limited (the 'Company') will be held at the Stamford Plaza
Hotel, 22 Albert St, Auckland, on Wednesday, 30 October 2013 commencing at
10.30 am.

Business
The business of the Annual Meeting will be:
1 Financial statements and reports
 To receive and consider the Annual Report including the financial statements
and the auditor's report for the year ended 30 June 2013.
2 Re-election of Gary John Gwynne and Emma Jane Hill as directors -
Resolutions 1 and 2
To consider, and if thought fit, to re-elect  Gary John Gwynne and Emma Jane
Hill as directors of the Company by passing the following separate ordinary
resolutions:
a. "That  Gary John Gwynne be re-elected as a director of the Company."
b. "That Emma Jane Hill be re-elected as a director of the Company."
 See Explanatory Notes.
3 Auditors - Resolution 3
 To record that the Company's auditors Ernst & Young are automatically
reappointed as auditors pursuant to section 200 of the Companies Act 1993 and
to consider, and if thought fit, to pass the following resolution:
 "That the Directors be authorised to fix the remuneration of the auditors
for the ensuing year"
4    Non - Executive Directors' Remuneration - Resolution 4
 To consider, and if thought fit, to pass the following ordinary resolution
setting the maximum level of non-executive directors' annual remuneration,
which will apply until altered by a further ordinary resolution of
shareholders:
 "For the purposes of Listing Rule 3.5.1,the maximum aggregate remuneration
payable to the company's directors will be increased from NZD570,000 to
AUD650,000 per annum, being an increase of approximately NZD161,158 (using an
exchange rate of 0.8890, being the latest available rate prior to printing
and despatch of this Notice of Meeting), which amount may be divided between
the directors as the Board deems appropriate."
 See Explanatory Notes.
5 Other business
To consider any other ordinary business that may be properly brought before
the meeting.
Proxies
All shareholders are entitled to attend and vote at the Annual Meeting or to
appoint a proxy to attend and vote in their place. A proxy need not be a
shareholder of the Company. Individuals who are disqualified from voting on
any resolution are unable to vote a discretionary proxy.
Enclosed with this Notice of Annual Meeting is a Proxy/Corporate
Representative Form. For the appointment of a proxy to be valid, the form
must be deposited at the offices of the Company's share registrar,
Computershare Investor Services Limited, at either Private Bag 92119,
Auckland 1142 or at Level 2, 159 Hurstmere Road, Takapuna, Auckland, or faxed
to +64 9 488 8787 so as to be received no later than 48 hours before the
start of the Annual Meeting (being no later than 10.30 am on Monday, 28
October 2013).
All of the Directors offer themselves as proxy to shareholders and, subject
to the restriction that they cannot vote a discretionary proxy on a
resolution if they themselves are disqualified from voting, will vote in
favour of each of the resolutions put to the Annual Meeting unless otherwise
directed.
By virtue of NZSX Listing Rule 9.3.1, all of the non-executive directors and
their associated persons are precluded from voting on Resolution 4.
For those shareholders appointing proxies, you are encouraged to appoint a
proxy using Computershare's on line proxy system. See the on line Proxy form
and instructions enclosed.
Postal voting is not permitted.
Corporate representatives
A corporation which is a shareholder may appoint a person to attend the
Annual Meeting on its behalf in the same manner as that in which it could
appoint a proxy. The Proxy/Corporate Representative Form must be signed on
behalf of the company by a person acting under the company's express or
implied authority.
Requisite majorities
In order for an ordinary resolution to be passed, an affirmative vote of a
simple majority of more than 50% of the votes cast by those entitled to vote
and who vote in person or by proxy is required. Each of the resolutions to be
voted on by shareholders at the Annual Meeting is an ordinary resolution.

By order of the board of directors

W. K. Butler
Company Secretary   4 October 2013

Explanatory Notes

Business Item 2 (Resolutions 1 and 2) - Re-election of Gary John Gwynne and
Emma Jane Hill as directors
Gary John Gwynne and Emma Jane Hill are currently directors of the Company
and retire by rotation in accordance with NZSX Listing Rule 3.3.11.
Each of the above directors, being eligible, offers himself/herself for
re-election.
NZSX Listing Rule 3.3.11 requires a specified number of the Company's
directors to retire from office on a rotational basis each year at the
Company's Annual Meeting. The retiring directors are eligible for re-election
at that same Annual Meeting. Those required to retire are those who have been
longest in office since they were last elected or deemed elected.
Gary John Gwynne is currently a director of the Company and was first
appointed a director in 1998. He was lasted appointed to the Board on 5
November 2010.
Emma Jane Hill is currently a director of the Company and was first appointed
a director in 2007. She was last appointed to the Board on 5 November 2010.
Further details regarding Gary John Gwynne and Emma Jane Hill are contained
in the Company's Annual Report which can be viewed in the Investor Centre at
the Company's website: www.michaelhill.com. The Board considers Gary John
Gwynne to be an independent director. The Board does not consider Emma Jane
Hill to be an independent director.
Director Recommendations
The other directors support the re-election of Gary John Gwynne and Emma Jane
Hill as directors and recommend that shareholders vote to approve Resolutions
1 and 2.
Business Item 4 (Resolution 4) - Non Executive Directors' Remuneration
Resolution 4 relates to a proposed increase in the total amount of
remuneration which can be paid to directors.
The reasons for the increase are explained below, but shareholders will also
note that the total amount of remuneration is now proposed to be expressed in
Australian dollars rather than New Zealand dollars. This particular aspect is
a consequence of the change in the Company's presentation currency announced
to the market in early October 2013, which will result in the annual
financial statements disclosing directors' remuneration in Australian
dollars. This will be reflected in the financial statements for the current
and subsequent financial years.
If resolution 4 is passed, the total amount of remuneration payable to
directors will be increased from NZD570,000 to AUD650,000 per annum, being an
increase of approximately NZD 161,158 (using an exchange rate of 0.8890,
being the latest available rate prior to printing and despatch of this Notice
of Meeting),
This pool is paid to the non-executive directors. The executive directors do
not receive fees for acting as directors.
At present our New Zealand resident non-executive directors are paid
NZD85,000 per annum and our Australian resident directors are paid AUD85, 000
per annum. If the increase is approved, it is proposed to increase the amount
paid to New Zealand non-executive directors to NZD95,000 and the amount paid
to our Australian non-executive directors to AUD95,000.
It is also proposed to pay an additional fee of 10% of the base fee to the
chairs of the Audit sub-committee and the People Development and Remuneration
sub-committee and an additional fee of 33% of the base fee to the deputy
chair to reflect their increased responsibilities. Historically these roles
have not been paid any extra remuneration.
There is currently one fewer directors than when shareholders last approved
directors' fees in 2011, but the board anticipates appointing another
director within the next six months, thereby restoring director numbers to
that level. The proposed pool anticipates that appointment.
The proposed increase reflects a number of matters.
The primary reason relates to the increased workloads and expectations of
non-executive directors, both generally and arising specifically in the
context of the Company's growth. Shareholders will be aware of the Company's
continued progress towards becoming a truly global company since the
shareholders last considered the matter of directors' fees in 2011. We have
now grown to 267 stores in Australia, New Zealand, Canada and the USA. Growth
is anticipated to continue in the foreseeable future with a further 20 new
stores planned for the current financial year.
We also need to build in an allowance for fluctuations in the exchange rate
between the New Zealand and Australian dollars. In the recent past the
fluctuations have been significant with exchange rates varying by well in
excess of 10%.
Finally it is inevitable that some portion of the proposed increase is
attributable to the general movement in costs of living.
The proposed pool takes into account anticipated increases over the next two
financial years, and the Board does not anticipate seeking a review of
remuneration prior to the meeting in late 2015.
End CA:00242008 For:MHI    Type:MEETING    Time:2013-10-04 12:24:13