We have audited the financial statements on pages 28 to 57. The financial statements provide information about the past financial performance and cash flows of the Company and Group for the year ended 30 June 2008 and their financial position as at that date. This information is stated in accordance with the accounting policies set out on pages 33 to 39.

DIRECTORS' RESPONSIBILITIES
The Company's Directors are responsible for the preparation and presentation of the financial statements which give a true and fair view of the financial position of the Company and Group as at 30 June 2008 and their financial performance and cash flows for the year ended on that date.

AUDITORS' RESPONSIBILITIES
We are responsible for expressing an independent opinion on the financial statements presented by the Directors and reporting our opinion to you.

BASIS OF OPINION
An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. It also includes assessing:

(a) the significant estimates and judgements made by the Directors in the preparation of the financial statements; and
(b) whether the accounting policies are appropriate to the circumstances of the Company and Group, consistently applied and adequately disclosed.

We conducted our audit in accordance with generally accepted auditing standards in New Zealand. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material mis-statements, whether caused by fraud or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. We have no relationship with, or interests in, the Company or any of its subsidiaries other than in our capacity as auditors and consultants in tax compliance, international tax consulting, transfer pricing and system review.

UNQUALIFIED OPINION
We have obtained all the information and explanations we have required. In our opinion:

(a) proper accounting records have been kept by the Company as far as appears from our examination of those records; and
(b) the financial statements on pages 28 to 57:

(i) comply with generally accepted accounting practice in New Zealand;
(ii) comply with International Financial Reporting Standards; and
(iii) give a true and fair view of the financial position of the Company and Group as at 30 June 2008 and their financial performance and cash flows for the year ended on that date.

Our audit was completed on 14 August 2008 and our unqualified opinion is expressed as at that date.

Chartered Accountants
Brisbane

I, Robert Roach, am currently a member of The Institute of Chartered Accountants in Australia and my membership number is 20656. PricewaterhouseCoopers was the audit firm appointed to undertake the audit of Michael Hill International Ltd for the year ended 30 June 2008. I was responsible for the execution of the audit and delivery of our firm's auditors' report. The audit work was completed on 14 August 2008 and an unqualified opinion was issued.

Robert Roach

Liability limited by a scheme approved under Professional Standards Legislation