KMD BRANDS LIMITED — Capital/Financing Update 2018

Dec 21, 2018

==> picture [209 x 116] intentionally omitted <==

21 December 2018 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 toKathmandu Holdings Limited Long Term Incentive PlanISIN NZKMDE0001SE
b) Number of securities issued,acquired or redeemed::	Performance rights in respect of 524,220 ordinary shares
c) The Nominal value and the issue,acquisition or redemption price:	Not applicableNil, pursuant to Kathmandu Holdings Limited Long TermIncentive Plan
d) Payment in cash?	No. The performance right to be allocated ordinary shares inKathmandu Holdings Limited is subject to satisfaction ofcertain performance conditions with regards to TotalShareholder Returns.
e) Amount paid up:	Nil
f)The principal term of the Securities:	•Each Performance Right granted under the Planentitles the holder to acquire one fully paid ordinary share inKathmandu Holdings Limited.•The number of performance rights that vest willdepend on Kathmandu Holdings Limited’s performance over a12 month performance period to 31 July 2019 assessed againstfinancial performance conditions (EBIT).•Performance rights will lapse where the performanceconditions are not met.•Performance rights will lapse where the holdersceases to be employed by the Kathmandu Group as at 31 July2020.•There is no amount payable by holders either ongrant or exercise of the Performance Rights.
g) Percentage of total class issued:	0.23%

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 Managementemployees to be allocated ordinary shares in the companyupon the satisfaction of certain conditions.
i)Specific authority for the issue:	Resolution at Annual General Meeting of shareholders dated18 November 2016 (approving Long Term Incentive Plan foremployees) and resolution of Directors on 23 November 2018(approving issue of performance rights to selected SeniorManagement).
j)Terms or details of the issue:	i.The holder has the right to be issued Ordinary Sharesvesting on 31 July 2020 provided the employee remains inemployment with the company to that date.ii.The number of performance rights that vest willdepend on Kathmandu Holdings Limited’s performance overthe 12 months ending 31 July 2019 assessed against financialperformance targets (EBIT).iii.Performance rights will lapse where the performanceconditions are not met.
k) Total number of securities of theclass after issue:	524,220 - Performance Rights – Kathmandu Holdings LimitedLong Term Incentive Plan
l)Treasury Stock:	Not applicable
m) Date of issue:	18 Dec 2018

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