KMD BRANDS LIMITED — Share Issue/Capital Change 2017

Dec 21, 2017

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21 December 2017 Market Information Services Section New Zealand Exchange Limited Wellington

NOTIFICATION OF PERFORMANCE RIGHTS

For the purposes of Listing Rule 7.12.1 of the NZSX Listing Rules, Kathmandu Holdings Limited advises the following performance rights have been issued:

a) Class of securities:ISIN:	a) Class of securities:ISIN:	Performance rights to ordinary shares pursuant toKathmandu Holdings Limited Long Term Incentive PlanISIN NZKMDE0001SE	Performance rights to ordinary shares pursuant toKathmandu Holdings Limited Long Term Incentive PlanISIN NZKMDE0001SE	Performance rights to ordinary shares pursuant toKathmandu Holdings Limited Long Term Incentive PlanISIN NZKMDE0001SE
b) Number of securities issued:		Performance rights in respect of 374,437 ordinary shares
c) Nominal value:Issue price:		Not applicableNil, pursuant to Kathmandu Holdings Limited Long TermIncentive Plan
d) Payment in cash?		No. The performance right to be allocated ordinary shares inKathmandu Holdings Limited is subject to satisfaction ofcertain performance conditions with regards to TotalShareholder Returns.
e) Amount paid up:		Nil
f)Principal term of securities:		• Each Performance Right	granted under the Plan entitles
		the holder to acquire onKathmandu Holdings Lim	e fully paid ordinary share inited.
		• 50% of vesting is subject	to the company achieving Total
		Shareholder Return perf	ormance relative to a defined
		comparable group of com	panies and vest on a sliding scale
		proportionate to the Tot	al Shareholder Return
		performance
		• 50% of vesting is subject	to an Earnings Per Share growth
		hurdle and vest on a slidi	ng scale proportionate to the total
		Earnings Per Share growt	h
		 Performance rights will la	pse where the performance
		conditions are not met.
		• Performance rights will l	pse where the holder ceases to
		be employed by the Kath	mandu Group before the end of a
		performance period.

Kathmandu Holdings Ltd

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 kathmandu.com.au

11 Mary Muller Drive, Heathcote 8022 PO Box 1234, Christchurch 8140, New Zealand Phone: +64 3 373 6110 Fax: +64 3 373 6116 kathmandu.co.nz

	• There is no amount payable by holders either on grant orexercise of the Performance Rights.
g) Percentage of total class issued:	0.19%
h) Reason for issue:	Issue of performance rights to selected Senior Managementemployees to be allocated ordinary shares in the companyupon the satisfaction of certain conditions.
i)Specific authority for the issue:	Resolution at Annual General Meeting of shareholders dated24 November 2017 and resolution of Directors dated 20December 2017.
j)Terms or details of the issue:	i. The holder has the right to be issued Ordinary Sharesvesting on 1 December 2020 provided the employeeremains in employment with the company to that date.ii. 50% of the number of performance rights that vest willdepend on Kathmandu Holdings Limited’s TotalShareholder Return performance relative to a definedcomparable group of companies over the 36 monthsending 1 December 2020iii. 50% of the number of performance rights that vest willdepend on Kathmandu Holdings Limited’s Earnings PerShare compound average annual growth rate between 1August 2017 and 31 July 2020.iv. Performance rights will lapse where the performanceconditions are not met.
k) Total number of securities of theclass after issue:	374,437 - Performance Rights – Kathmandu Holdings LimitedLong Term Incentive Plan
l)Treasury Stock:	Not applicable
m) Date of issue:	20 December 2017

Reuben Casey Company Secretary

Kathmandu Holdings Ltd 11 Mary Muller Drive, Heathcote 8022 PO Box 1234, Christchurch 8140, New Zealand Phone: +64 3 373 6110 Fax: +64 3 373 6116 kathmandu.co.nz

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 kathmandu.com.au