KMD BRANDS LIMITED — Major Shareholding Notification 2015

Feb 12, 2015

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited

and

To Kathmandu Holdings Limited (KMD)

Relevant event being disclosed: Movement of 1% or more in the substantial holding

Date of relevant event: 10 February 2015

Date this disclosure made: 13 February 2015

Date last disclosure made: 12 February 2015

Substantial product holder(s) giving disclosure

Full name(s): The Goldman Sachs Group, Inc. (“GSGI”) on behalf of itself and its subsidiaries (“Goldman Sachs Group”) including its significant subsidiaries listed in Annexure A.

Summary of substantial holding

Class of quoted voting Products: Ordinary shares

Summary for GSGI on behalf of itself and the Goldman Sachs Group.

For this disclosure,—

• (a) total number held in class: 14,828,583

• (b) total in class: 201,484,583

• (c) total percentage held in class: 7.3597%

For last disclosure,—

• (a) total number held in class: 12,418,410

• (b) total in class: 201,484,583

• (c) total percentage held in class: 6.1635%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure: Please see Annexure B.

Details after relevant event

Details for Goldman, Sachs & Co. (GSCO)

Nature of relevant interest(s): Beneficial holder

For that relevant interest, - (a) number held in class: 141,000

(b) percentage held in class: 0.0700%

(c) current registered holder(s): HSBC Custody Nominees (New Zealand) Limited

(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs International (GSI)

Nature of relevant interest(s): Beneficial holder

For that relevant interest, -

(a) number held in class: 66,742

(b) percentage held in class: 0.0331%

(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody Nominees Australia Limited, Bank of New York Mellon

(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs International (GSI)

Nature of relevant interest(s): Beneficial holder subject to a qualification to its ability to exercise voting rights as set out in Overseas Securities Lender’s Agreements. Forms of Overseas Securities Lender’s Agreements previously attached as relevant agreements to the disclosure made on 12 February 2015.

For that relevant interest, -

(a) number held in class: 399,399

(b) percentage held in class: 0.1982%

(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody Nominees Australia Limited, Bank of New York Mellon

(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs International (GSI)

Nature of relevant interest(s): Beneficial holder

For that relevant interest, -

(a) number held in class: 126,285

(b) percentage held in class: 0.0627%

(c) current registered holder(s) of securities: HSBC Custody Nominees Australia Limited, Bank of New York Mellon

(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs New Zealand Limited (GSNZ)

Nature of relevant interest(s): Beneficial holder

For that relevant interest, - (a) number held in class: 31,233

(b) percentage held in class: 0.0155%

(c) current registered holder(s) of securities: GSNZ

(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs Australia Managed Funds Limited (GSAMF)

Nature of relevant interest(s): GSAMF has a relevant interest in the ordinary shares only in their capacity as responsible entity for a range of Goldman Sachs Australia registered managed investment schemes.

For that relevant interest, -

(a) number held in class: 1,812,150

(b) percentage held in class: 0.8994%

(c) current registered holder(s) of securities: RBC Dexia Investor Services Australia Pty Limited (d) registered holder(s) once transfers registered: NA

Details for Goldman Sachs Asset Management Australia Pty Ltd (GSAMA)

Nature of relevant interest(s): GSAMA has a relevant interest in the ordinary shares only in their capacity as investment managers for managers for a range of Goldman Sachs Australia registered managed investment schemes. GSAMA’s relevant interests arise under investment management contract(s) and only from the powers of investment contained in those contract(s), including the power to exercise, or to control the exercise of, a right to vote attached to KMD shares, or to acquire or dispose of, or to control the acquisition or disposal of, the KMD shares.

For that relevant interest,

(a) number held in class: 1,812,150

(b) percentage held in class: 0.8994%

(c) current registered holder(s) of securities: RBC Dexia Investor Services Australia Pty Limited (d) registered holder(s) once transfers registered: NA

Details for Goldman Sachs Asset Management Australia Pty Ltd (GSAMA)

Nature of relevant interest(s): GSAMA has a relevant interest in the ordinary shares only in their capacity as investment managers for client portfolio(s). GSAMA’s relevant interests arise under investment management contract(s) and only from the powers of investment contained in those contract(s), including the power to exercise, or to control the exercise of, a right to vote attached to KMD shares, or to acquire or dispose of, or to control the acquisition or disposal of, the KMD shares.

For that relevant interest, (a) number held in class: 12,251,774

(b) percentage held in class: 6.0808%

(c) current registered holder(s) of securities: JP Morgan Chase Bank, Sydney

(d) registered holder(s) of securities once transfers registered: NA

Additional information

Address(es) of substantial product holder(s):

The Goldman Sachs Group, Inc. - Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, U.S.A.

Goldman, Sachs & Co. - 200 West Street, New York, NY 10282, U.S.A. Goldman Sachs International - Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom

Goldman Sachs New Zealand Limited - Level 38, Vero Centre, 48 Shortland Street, Auckland 1010, New Zealand

Goldman Sachs Australia Managed Funds Limited - Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia

Gold m an Sachs A sset Management Aust r alia Pty Ltd - Level 17, 1 01 Collins S treet, Melb o urne, Vict o ria 3000, A u stralia

Cont a ct details:

Cont a ct person – Raymond Chow Cont a ct number - 852 2978 7 6 96 Ema i l - gs-reg-o p s-hk-posn@gs.com

Nature of connection between substantial product holders: The G oldman S a chs Group, Inc. owns, d irectly or i n directly, at least 99% o f the votin g secu r ities of eac h of:

• Goldma n , Sachs & C o .;

• Goldma n Sachs Inter n ational;

• Goldma n Sachs New Zealand Li m ited;

• Goldma n Sachs Aust r alia Manag e d Funds Li m ited;

• Goldma n Sachs Asse t Managem e nt Australia Pty Ltd.

Certification

I, Ra y mond Cho w , certify th a t, to the bes t of my kno w ledge and b elief, the in f ormation cont a ined in this d isclosure is correct and that I am duly authorise d to make th i s disclosure by all p e rsons for w h om it is ma d e.

Signature

Print n ame: Ra y mond Cho w Capa c ity: Attor n ey (si g ning under power of att o rney) Sign h ere: Date: 13 F e bruary 201 5

Annexure A

Significant Subsidiaries of The Goldman Sachs Group, Inc.

The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2013 and the states or jurisdictions in which they are organized. Indentation indicates the principal parent of each subsidiary. The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a “significant subsidiary” as that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934.

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Signature

Print n ame: Ra y mond Cho w Capa c ity: Attor n ey (si g ning under power of att o rney) Sign h ere: Date: 13 F e bruary 201 5

Annexure B

Da cha te of nge	P re erson who levant inter changed se est	P re erson who levant inter changed se est	Nat o Cha ure f nge	Co give to ch nsideration n in relatio ange (NZD n )	Numbe Securi r of ties	Cl ass
02/10 /2015	GS AMA		Buy	923,50 2	643 ,705	Ord inary
02/10 /2015	GS AMA		Buy	496,37 0	345 ,983	Ord inary
02/10 /2015	GS AMF		Buy	450,78 9	314 ,212	Ord inary
02/10 /2015	GS AMA		Buy	1,644,27 1	1,146 ,100	Ord inary
02/10 /2015	GS NZ		Sell	60,04 8	41 ,700	Ord inary
02/10 /2015	GS NZ		Sell	11,95 2	8 ,300	Ord inary
02/10 /2015	GS NZ		Sell	12,52 8	8 ,700	Ord inary
02/10 /2015	GS NZ		Sell	9,07 2	6 ,300	Ord inary
02/10 /2015	GS NZ		Sell	63 6	442	Ord inary
02/10 /2015	GS NZ		Sell	5,68 4	3 ,947	Ord inary
02/10 /2015	GS NZ		Sell	55 7	387	Ord inary
02/10 /2015	GS NZ		Sell	36 0	250	Ord inary
02/10 /2015	GS NZ		Sell	2,04 2	1 ,418	Ord inary
02/10 /2015	GS NZ		Sell	7,20 0	5 ,000	Ord inary
02/10 /2015	GS NZ		Sell	6,64 7	4 ,616	Ord inary
02/10 /2015	GS NZ		Sell	1,98 0	1 ,375	Ord inary
02/10 /2015	GS NZ		Sell	12,42 0	8 ,625	Ord inary
02/10 /2015	GS NZ		Sell	3,88 7	2 ,699	Ord inary
02/10 /2015	GS NZ		Buy	78,42 8	53 ,932	Ord inary

Signature

Print n ame: Ra y mond Cho w Capa c ity: Attor n ey (si g ning under power of att o rney) Sign h ere: Date: 13 F e bruary 201 5