KMD BRANDS LIMITED — Capital/Financing Update 2017

Dec 21, 2017

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21 December 2017 Market Information Services Section New Zealand Exchange Limited Wellington

NOTIFICATION OF PERFORMANCE RIGHTS

For the purposes of Listing Rule 7.12.1 of the NZSX Listing Rules, Kathmandu Holdings Limited advises the following performance rights have been issued:

a) Class of securities: ISIN:	Performance rights to ordinary shares pursuant to Kathmandu Holdings Limited Long Term Incentive Plan ISIN NZKMDE0001SE
b) Number of securities issued, acquired or redeemed::	Performance rights in respect of 591,932 ordinary shares
c) The Nominal value and the issue, acquisition or redemption price:	Not applicable Nil, pursuant to Kathmandu Holdings Limited Long Term Incentive Plan
d) Payment in cash?	No. The performance right to be allocated ordinary shares in Kathmandu Holdings Limited is subject to satisfaction of certain performance conditions with regards to Total Shareholder Returns.
e) Amount paid up:	Nil
f) The principal term of the Securities:	• Each Performance Right granted under the Plan entitles the holder to acquire one fully paid ordinary share in Kathmandu Holdings Limited. • The number of performance rights that vest will depend on Kathmandu Holdings Limited’s performance over a 12 month performance period to 31 July 2018 assessed against financial performance conditions (EBIT). • Performance rights will lapse where the performance conditions are not met. • Performance rights will lapse where the holders ceases to be employed by the Kathmandu Group as at 31 July 2019. • There is no amount payable by holders either on grant or exercise of the Performance Rights.
g) Percentage of total class issued:	0.29%

Kathmandu Holdings Ltd

11 Mary Muller Drive, Heathcote 8022 249 Park Street, South Melbourne, Victoria 3205 PO Box 1234, Christchurch 8140, New Zealand PO Box 984, South Melbourne, Victoria 3205, Australia Phone: +64 3 373 6110 Fax: +64 3 373 6116 Phone: +61 3 9267 9999 Fax: +61 3 9267 9933 kathmandu.co.nz kathmandu.com.au

h) Reason for issue:	Issue of performance rights to selected Senior Management employees to be allocated ordinary shares in the company upon the satisfaction of certain conditions.
i) Specific authority for the issue:	Resolution at Annual General Meeting of shareholders dated 18 November 2016 (approving Long Term Incentive Plan for employees) and resolution of Directors on 24 November 2017 (approving issue of performance rights to selected Senior Management).
j) Terms or details of the issue:	i. The holder has the right to be issued Ordinary Shares vesting on 31 July 2019 provided the employee remains in employment with the company to that date. ii. The number of performance rights that vest will depend on Kathmandu Holdings Limited’s performance over the 12 months ending 31 July 2018 assessed against financial performance targets (EBIT). iii. Performance rights will lapse where the performance conditions are not met.
k) Total number of securities of the class after issue:	591,932 - Performance Rights – Kathmandu Holdings Limited Long Term Incentive Plan
l) Treasury Stock:	Not applicable
m) Date of issue:	11 Dec 2017

Reuben Casey Company Secretary

Kathmandu Holdings Ltd 11 Mary Muller Drive, Heathcote 8022 PO Box 1234, Christchurch 8140, New Zealand Phone: +64 3 373 6110 Fax: +64 3 373 6116 kathmandu.co.nz

249 Park Street, South Melbourne, Victoria 3205 PO Box 984, South Melbourne, Victoria 3205, Australia Phone: +61 3 9267 9999 Fax: +61 3 9267 9933 kathmandu.com.au