KMD BRANDS LIMITED — Share Issue/Capital Change 2021

Dec 19, 2021

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
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	1,961,064 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.•50% of vesting is subject to an Earnings PerShare growth hurdle and vesting is on asliding scale proportionate to the totalEarnings Per Share growth.•50% 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.
Reason for issue/acquisition/redemption and specific	Issue of Performance Rights to selected Senior

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Ca ital Chan e Notice p g

Capital Change Notice
authority for issue/acquisition/redemption/ (thereason for change must be identified here)	Management employees to be converted intoOrdinary Shares in the Company upon thesatisfaction of certain conditions in accordancewith the Kathmandu Holdings Limited Long-TermIncentive Plan.Authorised by resolutions of the Board.
Total number of Financial Products of the Class afterthe issue/acquisition/redemption/Conversion(excluding Treasury Stock) and the total number ofFinancial Products of the Class held as TreasuryStock after the issue/acquisition/redemption.	1,961,064 Performance Rights
In the case of an acquisition of shares, whether thoseshares are to be held as treasury stock	Not applicable
Specific authority for the issue, acquisition, orredemption, including a reference to the rulepursuant to which the issue, acquisition, orredemption is made	Board resolution dated 15thDecember 2021pursuant to NZX Listing Rule 4.6.1
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 2024 provided the employee remains inemployment with the company to that date.•50% of the number of performance rightsthat vest will depend on KathmanduHoldings Limited’s Earnings Per Sharegrowth over the three-year PerformancePeriod between 1 August 2021 and 31 July2024. The Board will establish annual EPStargets at the commencement of eachrelevant Financial Year. At the conclusionof the Performance Period, the EPSperformance in each Financial Year will bepooled so that Earnings Per Share growthis measured from the start to the end of thePerformance Period.•50% of the number of performance rightsthat vest will depend on KathmanduHoldingsLimited’sTotalShareholderReturn performance relative to a definedcomparable group of companies over the36 months ending 1 December 2024.•Performance Rights will lapse where theperformance conditions are not met.
Date of issue	20 December 2021
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	20 December 2021

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