KMD BRANDS LIMITED — Capital/Financing Update 2019

Oct 23, 2019

Not for release or distribution in the United States

KATHMANDU HOLDINGS LIMITED ASX / NZX / MEDIA ANNOUNCEMENT

24 October 2019

SUCCESSFUL COMPLETION OF THE RETAIL 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 retail bookbuild component ( Retail 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 Retail Bookbuild was NZ$3.08 per share, a premium of NZ$0.53 per share over the application price of NZ$2.55 under the Offer. Therefore, eligible retail shareholders who elected not to take up their entitlements and ineligible retail shareholders will receive NZ$0.53 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 by Eligible Retail Shareholders under the Retail Entitlement Offer and New Shares taken up in the Retail Bookbuild are expected to commence trading on NZX Main Board and ASX on Tuesday 29 October 2019 and will rank equally with existing fully paid ordinary shares of Kathmandu.

Subscription schedule

The following table summarises the distribution of subscribed entitlements during the Offer (excluding the premiums in respect of the bookbuilds):

Entitlement Offer	Existing Shareholder	Bookbuild	Total Proceeds
Component	Take-Up $m	participants $m	$m
Institutional Component	96	17	113
Retail Component	19	13	32
Total	115	30	145

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:

Corporate Investors Chris Kinraid Eric Kuret Chief Financial Officer Market Eye P: +64 21 390 669 P: +61 417 311 335 E: eric.kuret@marketeye.com.au

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

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