KMD BRANDS LIMITED — Share Issue/Capital Change 2020

Apr 8, 2020

Capital Change Notice

Section 1: Issuer information
Name of issuer	Kathmandu Holdings Limited
NZX ticker code	KMD
Class of financial product	Ordinary shares
ISIN (If unknown, check on NZX website)	NZKMDE0001S3
Currency	NZD
Section 2: Capital change details
Number issued/acquired/redeemed	308,579,814 ordinary shares, being:•59,841,062 ordinary sharesissued under the placementannounced to NZX on 1 April2020.•248,738,752 ordinary sharesissued under the institutionalcomponent of the fullyunderwritten acceleratedentitlement offer announced toNZX on 1 April 2020.
Nominal value (if any)	N/A
Issue/acquisition/redemption price per security	NZ$0.50
Nature of the payment (for example, cash or other consideration)	Cash
Amount paid up (if not in full)	Fully paid
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the number ofFinancial Products of the Class, excluding any Treasury Stock, inexistence)	104.577%
For an issue of Convertible Financial Products or Options, theprincipal terms of Conversion (for example the Conversion priceand Conversion date and the ranking of the Financial Product inrelation to other Classes of Financial Product) or the Option (forexample, the exercise price and exercise date)	Not applicable
Reason for issue/acquisition/redemption and specific authority forissue/acquisition/redemption/ (the reason for change must beidentified here)	Issue of ordinary shares under theplacement and the institutionalcomponent of the fully underwrittenaccelerated entitlement offerannounced to NZX on 1 April 2020,authorised by Board resolution datedTuesday 31 March 2020.
Total number of Financial Products of the Class after theissue/acquisition/redemption/Conversion (excluding TreasuryStock) and the total number of Financial Products of the Classheld as Treasury Stock after the issue/acquisition/redemption.	603,653,031 ordinary shares
In the case of an acquisition of shares, whether those shares areto be held as treasury stock	Not applicable

Kathmandu Holdings Ltd 223 Tuam Street, Christchurch 8011 PO Box 1234, Christchurch 8140, New Zealand Phone: +64 3 373 6110 Fax: +64 3 373 6116 kathmanduholdings.com

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

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Capital Change Notice

Specific authority for the issue, acquisition, or redemption,including a reference to the rule pursuant to which the issue,acquisition, or redemption is made	Board resolution dated Tuesday 31March 2020. The placement is madepursuant to NZX Listing Rule 4.5.1(as modified by a class waivergranted by NZX Regulation on 19March 2020). The acceleratedentitlement offer is being conductedin accordance with the class waiverfrom NZX Listing Rule 4.1.1 inrelation to ANREOs granted by NZXRegulation on 26 March 2020.
Terms or details of the issue, acquisition, or redemption (forexample: restrictions, escrow arrangements)	Issue of ordinary shares which rankequally with all other fully paidordinary shares in KathmanduHoldings Limited
Date of issue/acquisition/redemption	09/04/2020
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement	Frances Blundell
Contact person for this announcement	Frances Blundell
Contact phone number	+64 3 421 5397
Contact email address	companysecretary@kathmandu.co.nz
Date of release through MAP	09/04/2020

Kathmandu Holdings Ltd 223 Tuam Street, Christchurch 8011 PO Box 1234, Christchurch 8140, New Zealand Phone: +64 3 373 6110 Fax: +64 3 373 6116 kathmanduholdings.com

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

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