KMD BRANDS LIMITED — Major Shareholding Notification 2016

Sep 1, 2016

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To	Australian Securities Exchange	FREVENTION CARE RECOVERY
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To whom it may concern

Attached is a notice for Kathmandu Holdings Limited. ACC (and its relevant employees) have submitted the following substantial holding notice to the NZX and Kathmandu Holdings Limited today.

Regards

Matthew Cunliffe Investments Compliance Officer

Accident Compensation Corporation

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 New Zealand Stock Exchange

and

To Kathmandu Holdings Ltd

Relevant event being disclosed: Movement of 1% or more

Date of relevant event: 1 September 2016

Date this disclosure made: 2 September 2016

Date last disclosure made: 24 March 2016

Substantial product holder(s) giving disclosure

Full Name(s): Accident Compensation Corporation (ACC)

Nicholas Bagnall, Guy Elliffe, Paul Robertshawe, Blair Tallott, Blair Cooper, Bevan Flack, Jason Familton

Summary of substantial holding

Class of quoted voting products: Ordinary shares (KMD)

Summary for: Accident Compensation Corporation (ACC)

Nicholas Bagnall, Guy Elliffe, Paul Robertshawe, Blair Tallott, Blair Cooper, Bevan Flack

For this disclosure,-

(a) Total number held in class:	13,374,399
------------------------------------	------------	--

• $(b)$ Total in class: 201 484 583
• $\left( \text{c} \right)$ Total percentage held in class: 6.638%

For last disclosure,-

• Total number held in class: $(a)$ 15,512,984
• Total in class: $(b)$ 201,484,583
• $(c)$ Total percentage held in class: 7.699%

Jason Familton

For this disclosure.-

• $(a)$ Total number held in class: 13,390.399
• $(b)$ Total in class: 201,484,583
• $\left( \mathbf{c} \right)$ Total percentage held in class: 6.646%

For last disclosure.-

• $(a)$ Total number held in class: 15,528,984
• Total in class: $(b)$ 201,484,583
• $(c)$ Total percentage held in class: 7.707%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

From 24 March 2016 to 1 September 2016, ACC had the following aggregated on-market transactions in Kathmandu Holdings Ltd:

• Sales of 4,274,822 NZX listed ordinary shares for consideration of NZD \$7,851,617.75
• Sales of 306,516 ASX listed ordinary shares for consideration of AUD \$472,729.40
• Purchases of 2,268,908 NZX listed ordinary shares for consideration of NZD \$3,516,171.92
• Purchases of 173,845 ASX listed ordinary shares for consideration of AUD \$249,109.59

Details after relevant event

Details for ACC

Nature of relevant interest(s):

Beneficial owner of securities under §235(1)(b) of the Financial Markets Conduct Act

No relevant agreement document needs to be attached under regulation 139.

For that relevant interest.-

• $(a)$ Number held in class: 13,374,399
• $(b)$ Percentage held in class: 6.638%
• Current registered holder(s): ACC holds 11,537,070 NZX listed shares via New Zealand $(c)$ Central Securities Depository Limited (NZCSD) and 1,837,329 ASX listed shares indirectly via J.P Morgan Nominees Australia Ltd
• $(d)$ Registered holder(s) once transfers are registered: unknown

Details for Nicholas Bagnall, Guy Elliffe, Paul Robertshawe, Blair Tallott, Blair Cooper, Beyan Flack, Jason Familton

Nature of relevant interest(s):

Qualified powers to exercise control of rights to vote and/or of acquisition or disposal of some or all of the financial products, of which the Accident Compensation Corporation ("ACC") is the beneficial owner under $\S$ 235(1)(c)and 235(1)(d) of the Financial Markets Conduct Act. Further to regulation 139(2)(b), the material terms of this arrangement are that powers are subject to ACC investment policies and the decisions of the ACC Investment Committee.

For that relevant interest,

• Number held in class: 13,374,399 $(a)$
• $(b)$ Percentage held in class: 6.638%
• Current registered holder(s): ACC holds 11,537,070 NZX listed shares via New Zealand $\left( c\right)$ Central Securities Depository Limited (NZCSD) and 1,837,329 ASX listed shares indirectly via J.P Morgan Nominees Australia Ltd
• Registered holder(s) once transfers are registered: unknown $(d)$

Details for Jason Familton

Nature of relevant interest(s):

Beneficial owner of securities under §235(1)(b) of the Financial Markets Conduct Act No relevant agreement document needs to be attached under regulation 139.

For that relevant interest.-

• 16,000 $(a)$ Number held in class:
• Percentage held in class: 0.008% $(b)$
• Current registered holder(s): held by Jason Familton, either directly or indirectly $\left( c \right)$
• Registered holder(s) once transfers are registered: unknown $(d)$

For a derivative relevant interest, also-

• type of derivative: n/a (a)
• $(b)$ details of derivative: n/a
• $(c)$ parties to the derivative: n/a
• if the substantial product holder is not a party to the derivative, the nature of the relevant $(d)$ interest in the derivative: n/a

Additional Information

Address of substantial product holder(s):

ACC: Justice Centre, 19 Altken Street, PO Box 242, Wellington, NZ

+64 4 816 5743 Investmentscompliance@acc.co.nz Contact details: Matthew Cunliffe

Nature of connection between substantial product holders: Nicholas Bagnall, Guy Elliffe, Paul Robertshawe, Blair Tallott, Blair Cooper, Bevan Flack and Jason Familton are employees of ACC and either a portfolio manager, equity analyst or corporate governance manager for ACC. Under current ACC investment policies, they have the discretion to exercise control over some or all the rights to vote and acquisition or disposal of some or all of the financial products of which ACC is the beneficial owner

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: n/a

Certification

I, Matthew Cunliffe, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.