KMD BRANDS LIMITED — Major Shareholding Notification 2017

Jan 17, 2017

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

Note: This form must be completed in accordance with the instructions at the end of the form.

To NZX Limited

and

To Kathmandu Holdings Limited

Relevant event being disclosed: Change of interests of substantial holder

Date of relevant event: 12 January 2017

Date this disclosure made: 17 January 2017

Date last disclosure made: 4 July 2016

Substantial product holder(s) giving disclosure

Full name(s): NovaPort Capital Pty Ltd (ACN 140 833 656)

Summary of substantial holding

Class of quoted voting products: Ordinary Fully Paid Shares in KMD

Summary for NovaPort Capital Pty Ltd:

For this disclosure,—

• (a) total number held in class: 12,337,247

• (b) total in class: 201,484,583

• (c) total percentage held in class: 6.12%

For last disclosure,—

• (a) total number held in class: 10,288,463

• (b) total in class: 201,484,583

• (c) total percentage held in class: 5.11%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure: purchased and sold onmarket as set out more fully in Annexure 2.

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Details after relevant event

Details for NovaPort Capital Pty Ltd

Nature of relevant interest(s): Non-beneficial owner (pursuant to an investment management contract) of Ordinary Fully Paid Shares in KMD. A relevant agreement need not be attached pursuant to regulation 142.

For that relevant interest,—

• (a) number held in class: 12,337,247

• (b) percentage held in class: 6.12%

• (c) current registered holder(s): See Annexure 1

• (d) registered holder(s) once transfers are registered: Not applicable

• For a derivative relevant interest, also—

• (a) type of derivative: N/A

• (b) details of derivative: N/A

• (c) parties to the derivative: N/A

• (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: N/A

Additional information

Address(es) of substantial product holder(s): Level 2, 5 Martin Place, Sydney, NSW, 2000

Contact details: Andrew Brown, Company Secretary: abrown@challenger.com.au; +61 2 9994 7468

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: Challenger Limited and its associated entities is also giving disclosure in relation to these financial products.

Certification

I, Andrew Brown, 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.

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Annexure 1

Holder of relevant interest	Registered holder of securities	Class and number of securities
NovaPort Capital Pty Ltd	BNP Paribas Nominees Pty Limited	5,034,551 (Ordinary Fully Paid)
NovaPort Capital Pty Ltd	Citicorp Nominees Pty Limited	3,459,876 (Ordinary Fully Paid)
NovaPort Capital Pty Ltd	J P Morgan Nominees Australia Limited	3,445,287 (Ordinary Fully Paid)
NovaPort Capital Pty Ltd	National Nominees Limited	397,533 (Ordinary Fully Paid)

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Annexure 2: Transactions

Transactions:

Company Name: Kathmandu Holdings Limited (KMD) As at: 12/01/2017 Class of security: Ordinary Fully Paid

Date of Change	Holder of relevant interest	Nature of Change	Consideration (NZD)	Number of Securities	Person's Votes Affected
05/07/2016	NovaPort Capital PtyLtd	Buy	3,682.59	2,309	2,309
05/07/2016	as above	Buy	6,818.14	4,275	4,275
05/07/2016	as above	Buy	9,904.25	6,210	6,210
05/07/2016	as above	Buy	717.70	450	450
05/07/2016	as above	Buy	3,165.85	1,985	1,985
06/07/2016	as above	Buy	49,315.45	30,583	30,583
06/07/2016	as above	Buy	91,290.74	56,614	56,614
06/07/2016	as above	Buy	132,616.18	82,242	82,242
06/07/2016	as above	Buy	9,602.51	5,955	5,955
06/07/2016	as above	Buy	42,378.42	26,281	26,281
07/07/2016	as above	Buy	32,517.92	20,202	20,202
07/07/2016	as above	Buy	60,195.66	37,397	37,397
07/07/2016	as above	Buy	87,442.02	54,324	54,324
07/07/2016	as above	Buy	6,330.71	3,933	3,933
07/07/2016	as above	Buy	27,943.33	17,360	17,360
11/07/2016	as above	Buy	1,807.93	1,119	1,119
11/07/2016	as above	Buy	3,347.66	2,072	2,072
11/07/2016	as above	Buy	4,861.55	3,009	3,009
11/07/2016	as above	Buy	352.22	218	218
11/07/2016	as above	Buy	1,554.27	962	962
20/09/2016	as above	Buy	40,943.76	20,420	20,420
20/09/2016	as above	Sell	113,766.37	-57,092	57,092
21/09/2016	as above	Buy	57,490.97	27,956	27,956
20/10/2016	as above	Buy	140,835.15	73,385	73,385
20/10/2016	as above	Buy	260,705.75	135,846	135,846
20/10/2016	as above	Buy	378,716.72	197,338	197,338

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Date of Change	Holder of relevant interest	Nature of Change	Consideration (NZD)	Number of Securities	Person's Votes Affected
20/10/2016	as above	Buy	27,422.41	14,289	14,289
20/10/2016	as above	Buy	121,024.00	63,062	63,062
21/10/2016	as above	Buy	21,509.94	10,982	10,982
21/10/2016	as above	Buy	39,817.48	20,329	20,329
21/10/2016	as above	Buy	57,839.05	29,530	29,530
21/10/2016	as above	Buy	4,187.60	2,138	2,138
21/10/2016	as above	Buy	18,483.82	9,437	9,437
24/10/2016	as above	Buy	4,234.68	2,168	2,168
24/10/2016	as above	Buy	7,838.45	4,013	4,013
24/10/2016	as above	Buy	11,383.62	5,828	5,828
24/10/2016	as above	Buy	824.28	422	422
24/10/2016	as above	Buy	3,638.93	1,863	1,863
26/10/2016	as above	Buy	6,587.05	3,328	3,328
26/10/2016	as above	Buy	12,194.36	6,161	6,161
26/10/2016	as above	Buy	17,716.55	8,951	8,951
26/10/2016	as above	Buy	1,282.58	648	648
26/10/2016	as above	Buy	5,660.75	2,860	2,860
27/10/2016	as above	Buy	9,040.89	4,583	4,583
27/10/2016	as above	Buy	16,734.43	8,483	8,483
27/10/2016	as above	Buy	24,309.60	12,323	12,323
27/10/2016	as above	Buy	1,759.65	892	892
27/10/2016	as above	Buy	7,768.50	3,938	3,938
01/11/2016	as above	Buy	3.95	2	2
01/11/2016	as above	Buy	7.90	4	4
01/11/2016	as above	Buy	9.87	5	5
01/11/2016	as above	Buy	3.95	2	2
02/11/2016	as above	Buy	25,306.38	13,070	13,070
02/11/2016	as above	Buy	46,846.82	24,195	24,195
02/11/2016	as above	Buy	68,054.22	35,148	35,148
02/11/2016	as above	Buy	4,927.68	2,545	2,545
02/11/2016	as above	Buy		11,232

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Date of Change	Holder of relevant interest	Nature of Change	Consideration (NZD)	Number of Securities	Person's Votes Affected
			21,747.61		11,232
04/11/2016	as above	Buy	9.70	5	5
04/11/2016	as above	Buy	19.40	10	10
04/11/2016	as above	Buy	29.10	15	15
04/11/2016	as above	Buy	1.94	1	1
04/11/2016	as above	Buy	9.70	5	5
16/11/2016	as above	Buy	134.97	72	72
16/11/2016	as above	Buy	249.31	133	133
16/11/2016	as above	Buy	361.78	193	193
16/11/2016	as above	Buy	26.24	14	14
16/11/2016	as above	Buy	116.22	62	62
17/11/2016	as above	Buy	187.08	100	100
17/11/2016	as above	Buy	346.09	185	185
17/11/2016	as above	Buy	503.24	269	269
17/11/2016	as above	Buy	35.54	19	19
17/11/2016	as above	Buy	160.89	86	86
18/11/2016	as above	Buy	69,086.71	38,706	38,706
18/11/2016	as above	Buy	127,890.55	71,651	71,651
18/11/2016	as above	Buy	185,784.10	104,086	104,086
18/11/2016	as above	Buy	13,452.86	7,537	7,537
18/11/2016	as above	Buy	59,367.88	33,261	33,261
21/11/2016	as above	Buy	22,504.89	12,546	12,546
21/11/2016	as above	Buy	41,658.98	23,224	23,224
21/11/2016	as above	Buy	60,517.10	33,737	33,737
21/11/2016	as above	Buy	4,382.23	2,443	2,443
21/11/2016	as above	Buy	19,338.85	10,781	10,781
22/11/2016	as above	Buy	10,919.66	5,904	5,904
22/11/2016	as above	Buy	20,213.56	10,929	10,929
22/11/2016	as above	Buy	29,365.06	15,877	15,877
22/11/2016	as above	Buy	2,126.96	1,150	1,150
22/11/2016	as above	Buy	9,382.69	5,073	5,073

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Date of Change	Holder of relevant interest	Nature of Change	Consideration (NZD)	Number of Securities	Person's Votes Affected
23/11/2016	as above	Buy	40,488.80	21,985	21,985
23/11/2016	as above	Buy	74,951.71	40,698	40,698
23/11/2016	as above	Buy	108,878.68	59,120	59,120
23/11/2016	as above	Buy	7,884.13	4,281	4,281
23/11/2016	as above	Buy	34,792.56	18,892	18,892
24/11/2016	as above	Buy	43,727.79	23,692	23,692
24/11/2016	as above	Buy	80,947.72	43,858	43,858
24/11/2016	as above	Buy	117,589.96	63,711	63,711
24/11/2016	as above	Buy	8,514.11	4,613	4,613
24/11/2016	as above	Buy	37,576.14	20,359	20,359
25/11/2016	as above	Buy	30,002.53	16,236	16,236
25/11/2016	as above	Buy	55,540.54	30,056	30,056
25/11/2016	as above	Buy	80,683.08	43,662	43,662
25/11/2016	as above	Buy	5,841.22	3,161	3,161
25/11/2016	as above	Buy	25,783.77	13,953	13,953
28/11/2016	as above	Buy	1,310.38	705	705
28/11/2016	as above	Buy	2,425.58	1,305	1,305
28/11/2016	as above	Buy	3,524.06	1,896	1,896
28/11/2016	as above	Buy	254.64	137	137
28/11/2016	as above	Buy	1,126.36	606	606
10/01/2017	as above	Buy	39,774.84	21,112	21,112
10/01/2017	as above	Buy	8,306.52	4,409	4,409
10/01/2017	as above	Buy	33,633.03	17,852	17,852
10/01/2017	as above	Buy	12,564.35	6,669	6,669
11/01/2017	as above	Buy	28,814.77	15,194	15,194
11/01/2017	as above	Buy	6,017.45	3,173	3,173
11/01/2017	as above	Buy	24,365.69	12,848	12,848
11/01/2017	as above	Buy	9,102.99	4,800	4,800
12/01/2017	as above	Buy	90,828.18	48,070	48,070
12/01/2017	as above	Buy	18,970.56	10,040	10,040
12/01/2017	as above	Buy	76,804.32	40,648	40,648

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Date of Change	Holder of relevant interest	Nature of Change	Consideration (NZD)	Number of Securities	Person's Votes Affected
12/01/2017	as above	Buy	28,692.03	15,185	15,185
Total Number of Securities 2,048,784

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