KMD BRANDS LIMITED — Capital/Financing Update 2020

Mar 31, 2020

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KATHMANDU HOLDINGS LIMITED

ASX / NZX ANNOUNCEMENT

1 April 2020

Notice pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014

Kathmandu Holdings Limited ( Kathmandu ) has today announced that it will undertake a placement and an accelerated entitlement offer of new fully paid ordinary shares of the same class as already quoted on the NZX Main Board of NZX Limited and the Australian Securities Exchange operated by ASX Limited (the Offer ).

Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 ( FMC Regulations ), the Financial Markets Conduct Act 2013 ( FMCA ) and the Australian Corporations Act 2001 (Cth) ( Corporations Act ), Kathmandu states that:

• 1 Kathmandu is making the Offer in reliance upon the exclusion in clause 19 of Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of Schedule 8 to the FMC Regulations.

• 2 Kathmandu will offer the ordinary shares for issue and issue the ordinary shares without disclosure under Part 6D.2 of the Corporations Act.

• 3 Kathmandu is giving this notice under sections 708A(12J) (as notionally inserted by ASIC Instrument 19-0895) and 708AA(2)(f) of the Corporations Act.

• 4 As at the date of this notice, Kathmandu is in compliance with:

  • 4.1 the continuous disclosure obligations that apply to it in relation to Kathmandu’s quoted ordinary shares and its obligations under rule 1.15.2 of the ASX Listing Rules; and

  • 4.2 its financial reporting obligations within the meaning set out in clause 20(5) of Schedule 8 of the FMC Regulations.

• 5 As at the date of this notice, there is no information that is "excluded information" as defined in clause 20(5) of Schedule 8 to the FMC Regulations.

The Offer is not expected to have any effect on the control of Kathmandu within the meaning set out in clause 48 of Schedule 1 of the FMCA.

Yours faithfully

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Frances Blundell Company Secretary Kathmandu Holdings Limited

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