Notice of Annual Meeting and Proxy form

Notice of
Annual Meeting 2017
Kathmandu Holdings Limited, Collins Square,
727 Collins Street, Melbourne, Australia on Friday,
24 November 2017 at 11:00am

Kathmandu Holdings Limited (ARBN 139 836 918)
NOTICE OF ANNUAL MEETING
NOTICE IS GIVEN that the eighth Annual Meeting of
Kathmandu Holdings Limited (“the Company”) will be held
at Collins Square, 727 Collins Street, Melbourne, Australia
on Friday, 24 November 2017 at 11:00am (Australian Eastern
Standard time).
Ordinary Business
Financial Statements
1. To receive and consider the Financial Report of the
Company for the year ended 31 July 2017 together with
the Directors’ and Auditor’s reports.
Election of Directors
2.a Mr. John Harvey
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
“That Mr. John Harvey who retires by rotation in
accordance with Article 4.4 of the Company’s Constitution
and NZX Main Board Listing Rule 3.3.11 and, being eligible,
offers himself for re-election, be re-elected as a Director of
the C omp any.”
2.b Mr. Philip Bowman
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
“That Mr. Philip Bowman, having been appointed by the
Board as a Director on 2 October 2017 and holding office
only until the next Annual Meeting, is now eligible for
election in accordance with Article 4.3 of the Company’s
Constitution and, being eligible, offers himself for election,
be elected as a Director of the Company.”
2.c Mr. Brent Scrimshaw
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
“That, Mr. Brent Scrimshaw, having been appointed by the
Board as a Director on 2 October 2017 and holding office
only until the next Annual Meeting, is now eligible for
election in accordance with Article 4.3 of the Company’s
Constitution and, being eligible, offers himself for election,
be elected as a Director of the Company.”
In the Board’s opinion Mr. Harvey, Mr. Bowman and Mr.
Scrimshaw, would, if appointed as at the date of this Notice
of Meeting, each be an Independent Director of the Company
as defined in the NZX Main Board Listing Rules.
Auditors’ Remuneration
3. To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
“To record that PricewaterhouseCoopers continue in office
as the Company’s auditors and to authorise the Directors
to fix the remuneration of PricewaterhouseCoopers for the
ensuing year.”
Grant of performance rights to Xavier
Simonet under the Kathmandu Holdings
Limited Long Term Incentive Plan
4. To consider and, if thought fit, pass the following
resolution as an ordinary resolution of the Company:
“That, for the purposes of ASX Listing Rule 10.14, and for
all other purposes, approval is hereby given for the grant
to Xavier Simonet, Managing Director and Chief Executive
Officer, of a number of performance rights up to a value
of A$568,050, calculated in accordance with the formula
and terms described in the Explanatory Statement which
forms part of this Notice of Meeting.”
3KATHMANDU NOTICE OF ANNUAL MEETING 2017

Voting exclusion statement – Item 4
In accordance with ASX Listing Rule 14.11.1, the Company will
disregard any votes cast on Item 4 by Xavier Simonet or any
of his associates (Mr Simonet being the only director of the
Company eligible to participate in the Kathmandu Holdings
Limited Long Term Incentive Plan).
However, the Company need not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled
to vote in accordance with the directions on the proxy
form; or
(b) it is cast by the person chairing the meeting as proxy for
a person who is entitled to vote, in accordance with a
direction on the proxy form to vote as the proxy decides.
General business – Item 5
To consider such other business of the Company as may be
properly brought before the meeting in accordance with the
Company’s Constitution.
Ordinary resolution
An ordinary resolution is a resolution passed by a simple
majority (i.e. over 50% of the votes of shareholders of the
Company entitled to vote and voting).
Addresses by Chairman and Chief
Executive Officer
Please note that for shareholders who are unable to attend
the meeting, transcripts of the Chairman’s and Chief
Executive Officer’s addresses to the meeting (and any
accompanying slide presentations) will be posted on the
Company’s website at kathmanduholdings.com and released
to NZX’s and ASX’s market announcement platform at the
same time or before they are delivered to the meeting.
Approvals
This notice of meeting has been approved by ASX and NZX.
NZX takes no responsibility for any statement made in this
notice of meeting.
By Order of the Board
Reuben Casey
Company Secretary
17 October 2017
4KATHMANDU NOTICE OF ANNUAL MEETING 2017

EXPLANATORY STATEMENT
Introduction
The purpose of this Explanatory Statement is to provide
shareholders with further information on the items of business
to be considered at the Annual Meeting of Kathmandu
Holdings Limited (“the Company”) to be held on Friday,
24 November 2017.
Item 1: Receive and consider the Financial
and other Reports
It is intended to provide an opportunity for shareholders to
raise questions on the reports and on the performance and
management of the Company generally.
Item 2: Election of Directors
Article 4.4 of Kathmandu Holdings Limited’s constitution and
NZX Main Board Listing Rule 3.3.11 require one-third of the
directors (or, if their number is not a multiple of three, then
the number nearest to one-third) to retire from office at the
annual meeting each year (with the retiring directors being
those who have been longest in office since they were last
elected or deemed elected).
A single Executive Director (the Chief Executive Officer) is
exempt from these rotation requirements.
In addition, Article 4.3 of Kathmandu Holdings Limited’s
constitution, NZX Listing Rule 3.3.6 and ASX Listing Rule 14.4
require any director who is appointed by the Directors to fill a
casual vacancy to retire from office at the next annual meeting
of the issuer, but is eligible for election at that meeting.
Director Mr. Philip Bowman and Director Mr. Brent Scrimshaw
having been appointed by the Board on 2 October 2017 retire
and offer themselves for election.
Director Mr. John Harvey retires by rotation and offers himself
for re-election.
The Board unanimously supports the election of Mr. Bowman
and Mr. Scrimshaw and the re-election of Mr. Harvey.
Information about the candidates for election
a. Mr. John Harvey
Independent non-Executive Director Mr. Harvey retires
by rotation in accordance with the constitution of the
Company and the relevant Listing Rules and offers himself
for re-election.
Mr. Harvey is a professional director with a background in
accounting and professional services, including 23 years as a
partner at PricewaterhouseCoopers where he held a number
of leadership and governance roles. Mr. Harvey has extensive
experience in financial reporting, governance, information
systems and processes, business evaluation, acquisition,
merger and takeover reviews.
Mr Harvey is currently a Director of Heartland Bank Limited,
Stride Property Limited, Port Otago Limited, and the
Chairman of New Zealand Opera Limited.
Mr. Harvey currently resides in Auckland, New Zealand.
b. Mr. Philip Bowman
Mr. Bowman has extensive and varied experience in retail and
other sectors including roles as Chief Financial Officer of Bass,
Chief Executive Officer of Bass Taverns, Executive Chairman
of Liberty PLC, Chief Executive Officer of Allied Domecq,
Chairman of Coral Eurobet, Chief Executive Officer of Scottish
Power and Chief Executive Officer of Smiths Group. He has
also held office as an independent director of BSkyB, Scottish
& Newcastle and Berry Bros. & Rudd.
Mr. Bowman currently sits on the boards of luxury goods
business Burberry Group, Spanish infrastructure group
Ferrovial SA, and is Chairman of Dubai based Majid al Futtaim
Properties and housebuilder The Miller Homes Group (UK).
Mr. Bowman currently resides in Auckland, New Zealand.
c. Mr. Brent Scrimshaw
Mr. Scrimshaw had an 18-year career with Nike Inc across
Marketing, Commerce and General Management. Having
lived in Australia, New Zealand, The Netherlands and the
United States, Mr. Scrimshaw led marketing across Nike
Pacific, was the Regional General Manager for Nike North
America, was the Chief Marketing Officer for Nike EMEA,
and also served as Vice President and Chief Executive of Nike
Western Europe. He retired from Nike in 2012.
Mr. Scrimshaw is currently the Chief Executive Officer and
Co-Founder of sports media platform Unscriptd.com and is a
non-Executive Director of ASX listed Rhinomed Limited (RNO)
and Catapult Group International Limited (CAT).
Mr. Scrimshaw resides in Melbourne, Australia.
Item 3: Auditors’ Remuneration
PricewaterhouseCoopers is the existing auditor of the
Company and has indicated its willingness to continue
in office. Pursuant to section 207T of the Companies Act
1993 of New Zealand, PricewaterhouseCoopers is
automatically reappointed at the annual meeting as
auditor of the Company. The proposed resolution is to
authorise the Directors to fix the auditors’ remuneration for
the following year for the purposes of section 207S of the
Companies Act 1993.
5KATHMANDU NOTICE OF ANNUAL MEETING 2017

Item 4: Grant of performance
rights to Xavier Simonet under
the Kathmandu Holdings Limited
Long Term Incentive Plan
Grant of Performance Rights
Item 4 seeks shareholder approval to issue performance rights
to Xavier Simonet, Executive Director, under the shareholder
approved Kathmandu Holdings Limited Long Term Incentive
Plan (“the Plan”). Under the Plan the Board may grant
performance rights to any employee of the Company
(including Directors who are employees) or any related
body corporate of the Company whom the Board decides
in its discretion is eligible to be invited to receive a grant of
performance rights.
ASX Listing Rule 10.14 requires the Company to obtain
shareholder approval to grant equity securities in the
Company to a Director. The performance rights will be
granted to Xavier Simonet under the NZX Main Board Listing
Rule 7.3.6. Accordingly, no shareholder approval is required
for the grant of the equity securities to Xavier Simonet for
the purposes of the NZX Main Board Listing Rules. Subject
to that shareholder approval, Xavier Simonet will be granted
performance rights which, subject to the achievement of
certain performance conditions described below, may vest
and convert to ordinary shares on a one-for-one basis.
The Board has decided to grant performance rights to Xavier
Simonet, for the following reasons:
• the grant of performance rights is in accordance with
acceptable market practice;
• the grant of performance rights has a minimal dilutionary
effect on the issued share capital of the Company;
• the grant of performance rights, as the primary
component of their incentive based remuneration, will
reward this Executive for his performance; and
• performance rights which have been granted under
transparent and robust performance conditions,
containing stretch elements, will when they vest create
recognisable value to the Executive, which ensures
alignment with value creation to Shareholders.
Vesting of the performance rights will only occur when the
Performance Conditions specified below are satisfied within
the Performance Period specified below. If the performance
rights do not vest, they will lapse. Financial Performance
Conditions are determined inclusive of the cost of the
performance rights granted.
On vesting of the performance rights, the Executive is entitled
to one fully paid ordinary share in the Company for each
performance right vested. The Company may acquire fully
paid ordinary shares on market and transfer, or issue new
shares to the Executive to satisfy this entitlement. Any shares
issued or transferred as a result of the vesting of performance
rights issued under the Plan will rank equally with existing fully
paid ordinary shares in the Company in all respects, including
voting rights and entitlements to participate in dividends and
in future rights and bonus issues.
A full copy of the Plan rules may be obtained (at no cost) upon
request by emailing companysecretary@kathmandu.co.nz.
Details about the grant of Performance Rights
Subject to shareholder approval, the Board wishes to grant to
Xavier Simonet performance rights to the value of A$568,050
representing 70% of Mr. Simonet’s Fixed Annual Remuneration
of A$811,500.
The actual number of performance rights to be granted to
Xavier Simonet for nil cash consideration under the Plan will
be determined by dividing the performance rights value of
A$568,050 by the average volume weighted price for the
Company’s ordinary shares as traded on the ASX on the 5
business days prior to the offer being made to Xavier Simonet.
The performance rights will be granted to Xavier Simonet
no later than 12 months after the meeting, and as soon
as practicable after the meeting. The performance
rights will only vest if the Performance Conditions are
satisfied during the applicable Performance Period, as
specified below. Financial Performance Conditions are
determined inclusive of the cost of the performance rights
granted. Where the Performance Conditions are met, the
performance rights will, on the Vesting Date, convert to
ordinary shares in the capital of the Company on a one-
for-one basis. Any shares allotted to Mr. Simonet may
be acquired on market or issued by the Company.
No consideration will be payable by Xavier Simonet in respect
of the grant of the performance rights or the transfer or issue
of shares upon vesting of the performance rights.
Vesting Date
The Vesting Date for the performance rights proposed to be
granted to Mr Simonet will be as follows:
DIRECTORVESTING DATE
Mr Xavier Simonet1 December 2020
Note that at an exchange rate of NZ$1.00 to A$0.90 the grants proposed
equate to NZ$631,167 in respect of Xavier Simonet (Item 4).
6KATHMANDU NOTICE OF ANNUAL MEETING 2017

Performance Conditions
The Performance Conditions for the vesting of the
performance rights proposed to be granted to Mr Simonet
are comprised of a dual test of relative Total Shareholder
Return (“TSR”) and Earnings per Share (“EPS Growth”)
(“Performance Conditions”).
The Board considered it appropriate to have a dual test since:
• a TSR component provides a challenging test (where
reward is only delivered for ‘out-performing’ a target that
is based on the Company’s relative performance) against
other listed entities and also provides transparency for
external stakeholders; and
• an EPS component which rewards achievement against a
target is within management’s influence, thereby focusing
executives on one of the Company’s key business drivers.
The Board believes that the dual tests, if achieved, will
demonstrably aid the creation of shareholder value. Each
Performance Condition is weighted evenly.
TSR Performance Hurdle
Vesting of 50% of the performance rights will depend
upon the Company’s relative TSR performance determined
by the Board on the basis of the Company’s relative TSR
ranking calculated over the 36 months to 1 December 2020
compared with the TSR performance of the entities in a
comparator group calculated over the same period (“the
Performance Period”).
Comparator Group
The Company’s TSR will be compared to the TSRs over the
same period of listed entities that are amongst the ASX 101-
200 as at 1 December 2017. The Board has a general discretion
to exclude entities from the comparator group for the
comparison of the Company’s TSR in the Performance Period
(for example, in circumstances where an entity subject to a
takeover event during the year).
Vesting Measures
The following table sets out the percentage of performance
rights subject to the TSR condition that may vest based on
the Company’s relative TSR ranking:
PERCENTILE RANKING OF THE COMPANY AT THE END OF THE
PERFORMANCE PERIOD
PERCENTAGE OF PERFORMANCE RIGHTS SUBJECT TO THE
TSR CONDITION THAT WILL VEST
Below the 50th percentile0%
At the 50th percentile50%
Between the 50th and the 75th percentileBetween 50% and 100%, on the basis that each percentile
improvement above the 50th percentile will result in 50%
plus an additional 2% vesting
75th percentile or above100%
7KATHMANDU NOTICE OF ANNUAL MEETING 2017

EPS Growth Condition
Vesting of 50% of the performance rights will be
dependent upon the Company’s EPS Growth Rate over the
Performance Period.
The EPS Growth Rate is the Compound Average Annual
Growth rate in the Company’s basic earnings per share
(EPS) (expressed as a percentage) over the Performance
Period using the 2016/2017 financial year EPS as the base.
The 2016/2017 financial year EPS has been determined as 18.9
cents per share. This has been calculated as follows:
• Company earnings, net profit after tax, was $38.0 million
• Weighted average shares on issue of 201.5 million
• Resulting earnings per share 18.9 cents per share
Performance Period
The applicable Performance Period is 1 August 2017
to 31 July 2020.
The EPS Growth Rate over the Performance Period is
calculated using the following formula:
[EPS Growth Rate = [EPS pp/EPS base]
1/x
- 1 ] where:
EPS pp = EPS over the Performance Period
EPS base = EPS in the 2016/2017 financial year
x = no of years in the Performance Period (i.e. 3).
The calculation of EPS over the Performance Period:
• Will include in the earnings calculation all costs of
performance rights that are expensed during the
Performance Period; and
• Will ignore any performance rights for which a share
has not been issued (i.e. unvested performance rights).
In relation to the performance rights:
• No performance rights subject to EPS Growth
Condition will vest unless the EPS Growth Rate over the
Performance Period is equal to or greater than 7%.
• 100% of the performance rights subject to the EPS
Growth Condition will vest if the EPS Growth Rate
over the Performance Period is equal to or greater
than 12%.
• The proportion of the performance rights subject
to the EPS Growth Condition that will vest will
increase on a straight-line basis for an EPS Growth
Rate of between 7% and 12% so that the number
of EPS performance rights that vest increases by an
additional 10% for each additional 1% increase in the
Company’s EPS Growth Rate.
The vesting scale for the proportion of the performance rights
subject to the EPS Growth Condition is summarised in the
following table:
COMPOUND AVERAGE
ANNUAL GROWTH IN
COMPANY’S EPS OVER THE
RELEVANT PERFORMANCE
PERIOD
PERCENTAGE OF
PERFORMANCE RIGHTS
SUBJECT TO THE EPS
GROWTH CONDITION THAT
WILL VEST
Less than 7%0
7%50%
8%60%
9%70%
10%80%
11%90%
Equal to or greater than 12%100%
Treatment of performance rights on termination
of employment
Where Mr Simonet’s employment ceases before the performance
rights have vested, the treatment of unvested performance
rights depends on a number of factors, including the
circumstances in which he has ceased employment. In general,
where the Executive Director’s employment is terminated:
• for serious misconduct, unvested performance rights will
lapse; or
• in other circumstances, unvested performance rights will
remain on foot and will vest in the ordinary course subject
to the performance hurdles outlined above.
The Board retains a discretion to vest or lapse unvested
performance rights with effect from the termination date in
appropriate circumstances. It is intended that the discretion
to accelerate vesting would only be exercised in the event of
death or total and permanent disablement.
ASX Listing Rule Requirements
Pursuant to the requirements of ASX Listing Rule 10.15, the
following additional information is provided regarding Item 4:
• No consideration was payable for any of the
performance rights.
• In accordance with the approval received from
shareholders at the 2016 Annual Meeting, Xavier Simonet
was granted 293,078 performance rights on 19 December
2016 under the Plan.
• The Plan provides that any Director of the Company who
holds salaried employment is eligible to participate in
8KATHMANDU NOTICE OF ANNUAL MEETING 2017

awards under the Plan. The only Director who is eligible to
participate in the Plan is Xavier Simonet.
• There is no loan attaching to the offer under the Plan.
• Any additional Directors who become entitled to
participate in the Plan after the shareholders have
approved it who are not named in this notice of meeting
will not participate until approval is obtained under ASX
Listing Rule 10.14.
• Performance rights will be issued no later than 12 months
after the meeting, and as soon as practicable after the
meeting. All Shares to be issued or transferred upon
vesting of performance rights, will be issued or transferred
(as the case may be) no later than 20 December 2020.
The Directors (with Xavier Simonet abstaining) unanimously
recommend that shareholders vote in favour of the resolution
for item 4.
ADMISSION TO MEETING
The Company has determined that for the purpose of voting
at the meeting, shares will be taken to be held by those
persons recorded on the Company’s register as at 5.00pm
(New Zealand time) on Wednesday, 22 November 2017.
Shareholders who will be attending the meeting, and who will
not be appointing a proxy, are requested to bring the proxy
form to the meeting to help speed admission.
Shareholders who do not plan to attend the meeting are
encouraged to complete and return the proxy form for each
of their holdings of Kathmandu Holdings Limited shares or to
complete a postal vote.
QUESTIONS BY SHAREHOLDERS
In addition to asking questions at the meeting, written
questions to the Board, Senior Management and the Auditors
of Kathmandu Holdings Limited, may be submitted no later
than 5:00pm (New Zealand time) on Tuesday, 21 November
2017 to:
The Chairman
Kathmandu Holdings Limited
C/- Company Secretary
PO Box 1234
Christchurch 8140
New Zealand
Facsimile: +64 3 373 6116
Email: Company.secretary@kathmandu.co.nz
Copies of written questions and answers will be available at
the meeting and a full transcript of the meeting will be posted
on Kathmandu Holdings Limited’s website within 24 hours of
the meeting.
PROXIES & POSTAL VOTES
1. If you are unable to attend and vote at the meeting and
wish to appoint a person who will be attending as your
proxy, please complete the enclosed proxy form.
2. Proxy and Postal voting can also be completed online:
New Zealand Register Holders:
https://investorcentre.linkmarketservices.co.nz/voting/
KMD
You will require your CSN/Holder Number and FIN to
complete your vote.
Australian Register Holders:
https://investorcentre.linkmarketservices.com.au/voting/
KMD
You will require your SRN/HIN and postcode to complete
your vote.
3. The Chairman of the meeting offers himself as a proxy
to shareholders.
4. The Chairman will vote according to your instructions on
the proxy form. If the Chairman is not instructed how to
vote on any resolution, he will vote on, and in favour, of all
proposed resolutions set out in this notice.
5. A proxy need not be a shareholder.
6. Alternatively, you may submit a postal vote by ticking the
relevant box on the proxy form and providing your voting
directions for each of the resolutions. If you submit a
postal vote, your votes will be counted on a vote by a show
of hands at the meeting and/or if a poll is called at the
meeting. If you submit a postal vote you do not need to
appoint a proxy.
7. If you return your postal vote form without indicating on
any resolution how you wish to vote, you will be deemed to
have abstained from voting on that resolution.
8. If you complete the postal vote section and also
appoint a proxy your postal vote will take priority over
your proxy appointment.
9. You can complete your postal vote online as detailed on
the Postal / Proxy Form.
10. A member entitled to attend and vote at this meeting is
entitled to appoint not more than two proxies (who need
not be members of the Company) to attend and vote for
the member at the meeting.
9KATHMANDU NOTICE OF ANNUAL MEETING 2017

11. If the member appoints two proxies and the appointment
does not specify the proportion or number of the
member’s votes each proxy may exercise, each proxy
may exercise half of the votes. A single proxy exercises all
voting rights.
12. The form of proxy must be signed by the member or
the member’s attorney duly authorised in writing or if
the member is a corporation under its corporate seal
or by its duly authorised attorney or representative. If
an attorney is to attend the meeting please submit the
relevant certified power of attorney for noting and return.
If a representative of the corporation or body corporate
is to attend the meeting the appropriate Letter of
Representation should be produced prior to admission.
13. In the case of joint holders the proxy form may be signed
by either securityholder.
14. Proxy forms will only be valid and accepted if they are
signed and forwarded to the Company’s share registry,
Link Market Services, at the address or facsimile number
specified below, or by being scanned and emailed to
meetings@linkmarketservices.co.nz (please put the
words “KMD Proxy Form” in the subject line for easy
identification) so as to be received by 1:00pm (New
Zealand time) or 11:00am (Australian Eastern Standard
time) on Wednesday, 22 November 2017, being at least 48
hours before the meeting.
The Company’s share register is maintained at the
following address:
In Australia:
Link Market Services Limited
Level 12, 680 George Street
Sydney, NSW 2000
Postal Address: Locked Bag A14
Sydney South NSW 1235
Telephone: +61 1300 554 474 (toll free within Australia)
+61 2 8280 7100
Facsimile Number: +61 2 9287 0309
In New Zealand:
Link Market Services Limited
Level 11, Deloitte Centre,
80 Queen Street, Auckland 1010
New Zealand
Postal Address: PO Box 91976
Auckland 1142
New Zealand
Telephone: +64 9 375 5998
Facsimile Number: +64 9 375 5990
10KATHMANDU NOTICE OF ANNUAL MEETING 2017

Design direction by Kathmandu.
Design and print production by MOSHA.
This document is printed on an environmentally
responsible paper, produced using Elemental Chlorine Free
(ECF), FSC
®
certified, Mixed Source pulp from Responsible
Sources, and manufactured under strict ISO14001
Environmental Management System. Vegetable based inks
and water-based aqueous coating were used.

KATHMANDU HOLDINGS LIMITED
NOTICE OF ANNUAL MEETING 2017
kathmanduholdings.com

---

LODGE YOUR PROXY
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vote.linkmarketservices.com/KMD
Scan
meetings@linkmarketservices.co.nz
Fax
+64 9 375 5990
Deliver in person
Link Market Services Limited,
Level 11, Deloitte Centre
80 Queen Street, Auckland 1010
Mail
Use the enclosed envelope or
address to:

Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand


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Kathmandu Holdings Limited Annual Meeting 2017 Admission Card, Proxy or Postal Voting Form

The Kathmandu Holdings Limited Annual Meeting will be held on Friday, 24 November 2017 at 11.00am (AEST) at Collins Square,
727 Collins Street, Melbourne, Australia.

If you propose NOT to attend the Annual Meeting, but wish to vote by postal vote, or appoint a proxy please complete and return this
form (please keep it intact) to Link Market services no later than 1:00pm (NZST) or 11:00am (AEST) on Wednesday 22 November
2017 (being 48 hours before the commencement of the Annual Meeting). Proxy appointment or Postal Voting can also be completed
online. Please read the instructions below before completing this form. Please do not appoint a proxy if you are voting by Postal Vote.

POSTAL VOTE
As a shareholder entitled to vote at the Annual Meeting you
are entitled to vote by postal vote.

If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to have
abstained from voting on that resolution.

If you complete the postal vote section and also appoint a
proxy your postal vote will take priority over your proxy
appointment.

APPOINTMENT OF A PROXY
A shareholder entitled to attend and vote at the Annual
Meeting is entitled to appoint a proxy or, in the case of a
corporate shareholder, a representative to attend and vote
instead of him/her and that proxy or representative need not
also be a shareholder. A proxy appointment may be delivered
or completed online as detailed above.

A Proxy is able to vote on motions from the floor and/or any
resolutions put before the meeting to amend the resolutions
stated in the Notice.

If you wish you may appoint the Chairman of the Meeting as
your proxy. To do so, please write “Chairman of the Meeting”
in the box marked “full name of proxy”. The Chairman will vote
according to your instructions. If the Chairman is not instructed
how to vote on any resolution, he will vote as he thinks fit on
the relevant resolution.



VOTING OF YOUR HOLDING
You may vote or direct your proxy how to vote by placing a
mark in one of the boxes opposite each item of business. If
you do not mark any of the boxes on the items of business, your
postal vote will be invalid, or in the case of a proxy appointee,
your proxy may vote as he or she chooses. Where a proxy is
excluded from voting on a particular resolution, discretionary
proxies cannot be exercised. Express instructions must be
provided for that resolution. If you mark more than one box on an
item your vote on that item will be invalid.

VOTING EXCLUSIONS
Xavier Simonet and any associate of Xavier Simonet (as
defined in the ASX Listing Rules) are excluded from voting on
Resolution 4. No other person is excluded from voting on any of
the resolutions.

SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
This Proxy Form must be signed by the shareholder or
his/her/its attorney, duly authorised in writing.
Joint Holding
This Proxy Form may be signed by either, or on behalf of,
the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form is signed under a power of attorney, a copy
of the power of attorney and a signed certificate of non-
revocation of the power of the attorney, under which it is
signed, must be produced to Kathmandu Holdings Limited with
this proxy form.
Company
This Proxy Form must be signed by a Director or a duly
authorised officer acting under the express or implied authority
of the shareholder, or an attorney duly authorised by the
shareholder.

Go online to vote.linkmarketservices.com/KMD to vote or turn over to complete the Postal Vote/Proxy Form

POSTAL VOTE / PROXY FORM

STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.

APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder of Kathmandu Holdings Limited

Hereby appoint ____________________________________ of ________________________________________

or failing him/her ____________________________________ of ________________________________________
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at Collins Square, 727 Collins
Street, Melbourne, Australia at 11:00am (Australian Eastern Standard time) on Friday, 24 November 2017 and at any
adjournment of that meeting.

STEP 2: VOTING DIRECTIONS

Tick () in box to vote
ORDINARY BUSINESS For Against Proxy Abstain
Discretion

2(a) To re-elect Mr. John Harvey as a Director.


2(b) To elect Mr. Philip Bowman as a Director.


2(c) To elect Mr. Brent Scrimshaw as a Director.


3. Auditor remuneration.


4. Grant of performance rights to Mr Xavier Simonet.







STEP 3: SHAREHOLDER QUESTIONS
Please submit any questions about the Company that you would like us to respond to at the Company’s Annual Meeting. Your
questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of
Meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
vote.linkmarketservices.com/KMD and completing the online validation process or complete the question section below and
return to Link Market Services. Questions will need to be submitted by 5:00pm (NZT) Tuesday 21 November 2017.











SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.
Security holder 1 Security holder 2 Security holder 3



Contact Name ________________________ Daytime Telephone ____________________ Date ______________________________


Electronic Investor Communication:
If you received the Notice of Meeting & Proxy Form by mail and you wish to receive your future communications by email
please provide your email address below:

Question: