KMD BRANDS LIMITED — Share Issue/Capital Change 2021

Dec 20, 2021

Capital Change Notice

Notice of issue of options under Kathmandu’s performance rights 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 the Company 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 Rightsconvertible into fully paid ordinaryshares in Kathmandu HoldingsLimited
ISIN (If unknown, check on NZX website)	NZKMDE0001S3
Currency	NZD
Section 2: Capital change details
Number issued/acquired/redeemed	3,322,092 Performance Rights
Nominal value (if any)	N/A
Issue/acquisition/redemption price per security	Nil
Nature of the payment (for example, cash or other consideration)	No amount is payable for the grantof Performance Rights under theKathmandu Holdings Limited LongTerm Incentive Plan
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the number of FinancialProducts of the Class, excluding any Treasury Stock, in existence)	The Performance Rights comprise100% of the financial products ofthat class.
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)	•EachPerformanceRightgranted under the Plan entitles theholder to acquire one fully paidordinaryshareinKathmanduHoldings Limited.•The number of PerformanceRights that vest will depend onKathmanduHoldingsLimited’sperformance over a 12 monthperformance period to 31 July 2022assessedagainstfinancialperformance conditions (EBIT).•PerformanceRightswilllapsewheretheperformanceconditions are not met.•PerformanceRightswilllapse where the holder ceases tobe employed by the KathmanduGroup as at 31 July 2023.•There is no amount payableby holders either on grant orexercise of the Performance Rights.
Reason for issue/acquisition/redemption and specific authority forissue/acquisition/redemption/ (the reason for change must beidentified here)	Issue of Performance Rights toselected Senior Managementemployees to be converted intoOrdinary Shares in the company

Kathmandu Holdings Ltd kathmanduholdings.com

	upon the satisfaction of certainconditions in accordance with theKathmandu Holdings Limited LongTerm Incentive Plan.Authorised by Board resolutionsdated 15 December 2021.3,322,092 Performance Rights.Not applicableBoard resolution dated 15December 2021 pursuant to NZXListing Rule 4.6.1•The holder of the PerformanceRights has the right to beissuedOrdinarySharesvestingon 31 July2023providedtheemployeeremains in employment withthe company to that date.•The number of PerformanceRights that vest will depend onKathmandu Holdings Limited’sperformanceoverthe12months ending 31 July 2022assessedagainstfinancialperformance targets (EBIT).•Performance Rights will lapsewheretheperformanceconditions are not met.20 December 2021Frances BlundellFrances Blundell03 968 6110Frances.blundell@kathmandu.co.nz20/12/2021
	upon the satisfaction of certainconditions in accordance with theKathmandu Holdings Limited LongTerm Incentive Plan.Authorised by Board resolutionsdated 15 December 2021.
Total number of Financial Products of the Class after theissue/acquisition/redemption/Conversion (excluding TreasuryStock) and the total number of Financial Products of the Class heldas Treasury Stock after the issue/acquisition/redemption.	3,322,092 Performance Rights.
In the case of an acquisition of shares, whether those shares are tobe held as treasury stock	Not applicable
Specific authority for the issue, acquisition, or redemption, includinga reference to the rule pursuant to which the issue, acquisition, orredemption is made	Board resolution dated 15December 2021 pursuant to NZXListing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (forexample: restrictions, escrow arrangements)	•The holder of the PerformanceRights has the right to beissuedOrdinarySharesvestingon 31 July2023providedtheemployeeremains in employment withthe company to that date.•The number of PerformanceRights that vest will depend onKathmandu Holdings Limited’sperformanceoverthe12months ending 31 July 2022assessedagainstfinancialperformance targets (EBIT).•Performance Rights will lapsewheretheperformanceconditions are not met.
Date of issue/acquisition/redemption	20 December 2021
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	03 968 6110
Contact email address	Frances.blundell@kathmandu.co.nz
Date of release through MAP	20/12/2021

Kathmandu Holdings Ltd kathmanduholdings.com