KMD BRANDS LIMITED — Capital/Financing Update 2019

Oct 3, 2019

Not for release or distribution in the United States

KATHMANDU HOLDINGS LIMITED ASX / NZX / MEDIA ANNOUNCEMENT

4 October 2019

SUCCESSFUL COMPLETION OF THE INSTITUTIONAL BOOKBUILD COMPONENT OF KATHMANDU'S 1 FOR 4 FULLY UNDERWRITTEN PRO-RATA ACCELERATED ENTITLEMENT OFFER

Kathmandu Holdings Limited (the Company ) is pleased to advise that it has successfully completed the institutional bookbuild component ( Institutional Bookbuild ) of its fully underwritten 1 for 4 pro-rata accelerated entitlement offer ( Offer ) of new fully paid ordinary shares in Kathmandu ( New Shares ) announced on 1 October 2019. A total of NZ$145 million will be raised under the Offer.

The clearing price under the Institutional Bookbuild was NZ$3.06 per share, a premium of NZ$0.51 per share over the application price of NZ$2.55 under the Offer. Therefore, eligible institutional shareholders who elected not to take up their entitlements and ineligible institutional shareholders will receive NZ$0.51 for each New Share not taken up by them (net of any applicable withholding tax).

The premium will be paid in New Zealand dollars or, for those Shareholders who receive dividends in Australian dollars, in Australian dollars at the prevailing A$:NZ$ exchange rate, in accordance with the direct credit payment instructions provided by the relevant Shareholder to the Company (if any) and otherwise by cheque sent by ordinary post to their address as recorded in the Company’s share register. No interest will be paid in respect of the premium. The New Shares taken up under the Institutional Bookbuild are expected to be allotted and commence trading on NZX on Friday 11 October 2019 and will rank equally with existing fully paid ordinary shares of Kathmandu ( Shares ).

Retail entitlement offer

The retail component of the Offer ( Retail Entitlement Offer ) will open on Friday 4 October 2019 and close at 5.00pm (NZ time) on Monday 21 October 2019.

Eligible Retail Shareholders with an address shown in the Company’s share register as being in New Zealand or Australia will be able to subscribe for 1 New Share for every 4 Shares held on the Record Date, being 8.00pm (NZ time) on Thursday 3 October 2019, at the same application price as the Institutional Entitlement Offer of NZ$2.55 per New Share (or the A$ Price of A$2.37 per New Share).

An offer document ( Offer Document ) (accompanied by a personalised entitlement and acceptance form) will be sent to Eligible Retail Shareholders today, Friday 4 October 2019, and is available on the website established for the Offer at www.kathmandushares.com.

Eligible Retail Shareholders wishing to acquire New Shares under the Retail Entitlement Offer will need to complete their personalised entitlement and acceptance form or complete an online application (via the website noted above). Eligible Retail Shareholders may choose to take up their entitlements in whole, in part or not at all.

New Shares not taken up by Eligible Retail Shareholders under the Retail Entitlement Offer, and those which would otherwise have been offered to Ineligible Retail Shareholders, will be offered for subscription to Eligible Retail Shareholders who have taken up all of their Entitlements in full and selected Institutional Investors through a Retail Bookbuild scheduled for Wednesday 23 October 2019.

Retail Shareholders who do not take up their entitlements under the Retail Entitlement Offer or who are ineligible to participate in the Retail Entitlement Offer will receive a pro-rata share of any positive difference between the retail bookbuild price and the application price for New Shares under the Offer of NZ$2.55 per

Kathmandu Holdings Ltd 223 Tuam Street, Christchurch 8011 PO Box 1234, Christchurch 8140, New Zealand Phone: +64 3 373 6110 Fax: +64 3 373 6116 kathmanduholdings.com

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

New Share. However, there is no guarantee that any value will be received from the Retail Bookbuild by Eligible Retail Shareholders who do not take up their full entitlement or Ineligible Retail Shareholders.

Further information

Shareholders who have any questions about the Offer are encouraged to read the Offer Document and seek financial, investment or other professional advice from a qualified professional adviser.

Kathmandu's Shares are expected to resume normal trading before market open on the NZX and ASX today.

For more information on the content of this announcement please contact:

Investors Eric Kuret Market Eye P: +61 417 311 335 E: eric.kuret@marketeye.com.au

Media Helen McCombie Citadel-MAGNUS P: + 61 2 8234 0103

Note: All capitalised terms used in this announcement have the meanings given in Part 4: Glossary of Kathmandu’s Offer Document dated 1 October.

This announcement has been prepared for publication in Australia and New Zealand and is not for distribution or release in the United States. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Kathmandu Holdings Ltd 223 Tuam Street, Christchurch 8011 PO Box 1234, Christchurch 8140, New Zealand Phone: +64 3 373 6110 Fax: +64 3 373 6116 kathmanduholdings.com

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