KMD BRANDS LIMITED — Share Issue/Capital Change 2020

Jul 9, 2020

Capital Change Notice

Notice of issue of Performance Rights under Kathmandu Holdings Limited’s Long Term Incentive Plan

This notice is given under the NZX Listing Rule 3.13.1 and relates to the issue of Performance Rights which are convertible into fully paid ordinary shares in Kathmandu Holdings Limited should certain vesting criteria be met under the Kathmandu Holdings Limited Long Term Incentive Plan.

Section 1: Issuer information

Section 1: Issuer information	Section 1: Issuer information
Name of issuer	Kathmandu Holdings Limited
NZX ticker code	KMD
Class of financial product	Unquoted Performance Rights convertible intofully paid ordinary shares in Kathmandu HoldingsLimited
ISIN (If unknown, check on NZX website)	NZKMDE0001S3
Currency	NZD
Section 2: Capital change details
Number issued/acquired/redeemed	597,731 Performance Rights
Nominal value (if any)	N/A
Issue price per security	Nil
Nature of the payment (for example, cash or otherconsideration)	No amount is payable for the grant ofPerformance Rights under the KathmanduHoldings Limited Long Term Incentive Plan
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on thenumber of Financial Products of the Class, excludingany Treasury Stock, in existence)	The Performance Rights comprise 100% of thefinancial products of that class.
For an issue of Convertible Financial Products orOptions, the principal terms of Conversion (forexample the Conversion price and Conversion dateand the ranking of the Financial Product in relation toother Classes of Financial Product) or the Option (forexample, the exercise price and exercise date)	•Each Performance Right granted under thePlan entitles the holder to acquire one fullypaid ordinary share in Kathmandu HoldingsLimited.•100% of vesting is subject to the Companyachieving Total Shareholder Returnperformance relative to a definedcomparable group of companies andvesting is determined on a sliding scaleproportionate to the Total ShareholderReturn performance.•Performance Rights will lapse where theperformance conditions are not met.•Performance Rights will lapse where theholder ceases to be employed by theKathmandu Group before the end of aperformance period.•There is no amount payable by holderseither on grant or exercise of thePerformance Rights.

Kathmandu Holdings Ltd kathmanduholdings.com

Capital Change Notice

Capital Change Notice
Reason for issue/acquisition/redemption and specific	Issue of Performance Rights to selected Senior
authority for issue/acquisition/redemption/ (the	Management employees to be converted into
reason for change must be identified here)	Ordinary Shares in the Company upon the
	satisfaction of certain conditions in accordance
	with the Kathmandu Holdings Limited Long Term
	Incentive Plan.
	Authorised by resolutions of the Board.
Total number of Financial Products of the Class after	597,731 Performance Rights.
the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
In the case of an acquisition of shares, whether	Not applicable
those shares are to be held as treasury stock
Specific authority for the issue, acquisition, or	Board resolutions pursuant to NZX Listing Rule
redemption, including a reference to the rule	4.6.1
pursuant to which the issue, acquisition, or
redemption is made
Terms or details of the issue, acquisition, orredemption (for example: restrictions, escrowarrangements)	The holder of the Performance Rights has theright to be issued Ordinary Shares vesting on 1December 2022 provided the employee remainsin employment with the company to that date.
	•100% of the number of performance rights
	that vest will depend on Kathmandu
	Holdings Limited’s Total Shareholder
	Return performance relative to a defined
	comparable group of companies over the
	36 months ending 1 December 2022
	•Performance Rights will lapse where the
	performance conditions are not met.
Date of issue	9 July 2020
Section 3: Authority for this announcement and contact person
Name of person authorised to make thisannouncement	Frances Blundell
Contact person for this announcement	Frances Blundell
Contact phone number	03 421 3957
Contact email address	Frances.blundell@kathmandu.co.nz
Date of release through MAP	9 July 2020

Kathmandu Holdings Ltd kathmanduholdings.com