KMD – Share Purchase Plan

KATHMANDU HOLDINGS LIMITED
Share Purchase Plan
23 March 2018
THIS IS AN IMPORTANT DOCUMENT
You should read the whole document before deciding whether to subscribe
for shares. If you have any doubts as to what you should do, please consult
your broker, financial, investment or other professional advisor.

IMPORTANT
INFORMATION
General Information
This document has been prepared by Kathmandu Holdings
Limited (Kathmandu) in connection with an offer of new
ordinary shares.
In New Zealand the offer is made to Eligible Shareholders
under the exclusion in clause 19 of Schedule 1 of the
Financial Markets Conduct Act 2013.
In Australia the offer is made to Eligible Shareholders
in accordance with the relief granted under ASIC Class
Order 09/425.
This document is not a product disclosure statement or
prospectus and does not contain all of the information
which may be required in order to make an informed
investment decision about the Offer or Kathmandu.
Additional information available under
continuous disclosure obligations
Kathmandu is subject to continuous disclosure obligations
under the NZX Main Board Listing Rules and the ASX
Listing Rules. Market releases by Kathmandu, including
its most recent financial statements, are available
at www.nzx.com and www.asx.com.au under stock
code KMD.
Offering restrictions
No action has been taken to permit a public offering
of the Shares in any jurisdiction outside New Zealand
and Australia. The distribution of this document in a
jurisdiction outside New Zealand and Australia may be
restricted by law and persons who come into possession
of it (including nominees, trustees or custodians) should
seek advice on and observe any such restrictions.
No person may subscribe for, purchase, offer, sell,
distribute or deliver the Shares, or be in possession of,
or distribute to any other person, any offering material
or any documents in connection with the Shares, in any
jurisdiction other than in compliance with all applicable
laws and regulations. Without limiting the foregoing,
this document may not be sent into or distributed in the
United States.
No Guarantee
No person named in this document (nor any other
person) guarantees the Shares to be issued pursuant to
the Offer or warrants the future performance of
Kathmandu or any return on any investment made
pursuant to this document.
Decision to participate in the Offer
The information in this document does not constitute a
recommendation to acquire Shares or financial product
advice. This document has been prepared without taking
into account the investment objectives, financial, or
taxation situation or particular needs of any applicant
or investor.
Enquiries
Enquiries about the Offer can be directed to an NZX
Primary Market Participant, or your solicitor, accountant,
financial or other professional adviser. If you have any
questions about the number of Shares shown on the
Application Form that accompanies this document, or
how to complete the Application Form, please contact
the Share Registrar on +64 9 375 5998 (New Zealand) or
+61 2 8280 7111 (Australia).
Times
All references in this document to time are to
New Zealand time.
Defined terms
Capitalised terms used in this Share Purchase Plan (SPP)
booklet have the specific meaning given to them in the
Glossary at the back of this booklet or in the relevant
section of this booklet.

DEAR KATHMANDU
SHAREHOLDER 23 MARCH 2018
DAVID KIRK
CHAIRMAN
Kathmandu Holdings Limited – Share Purchase Plan
On behalf of the directors of Kathmandu Holdings Limited (Kathmandu), I am
pleased to offer you the opportunity to acquire ordinary shares in Kathmandu
through this Share Purchase Plan (SPP), without incurring brokerage or other
transaction costs.
On 20 March 2018 Kathmandu announced that it had entered into an unconditional
agreement to purchase all of the shares in Oboz Footwear LLC (the Acquisition).
Oboz Footwear will be Kathmandu’s first acquisition since its IPO and NZX Main
Board and Australian Securities Exchange listing in 2009.
Oboz designs, sources, and sells footwear for backpacking, hiking, travel, winter
and general outdoor wear through wholesale channels primarily to outdoor retailers
in North America. Oboz is a high growth, capital light international wholesaler
with distribution capability into outdoor retailers in the US, Kathmandu’s primary
wholesale customer targets.
Kathmandu and Oboz have worked together for over 10 years, Kathmandu being
historically the second customer of Oboz when the brand launched in 2007.
Kathmandu currently is the exclusive retailer of Oboz in Australia and New Zealand.
The acquisition of Oboz is expected to deliver a number of benefits to both
Kathmandu and Oboz, including:
• a more balanced geographical exposure with greater product diversification;
• a stronger positioning in the outdoor footwear product category;
• the opportunity to leverage the wholesale expertise of Oboz and the retail
expertise of Kathmandu;
• further expansion for Oboz in Australia and New Zealand; and
• the opportunity to leverage the two brands to access new international markets.
Kathmandu also announced on 20 March 2018 that it intended to raise up to
NZ$50 million of new capital to partially fund the purchase price for the Acquisition.
The balance of the purchase price will be sourced from the headroom in
Kathmandu’s existing bank facilities.
The first stage of the capital raising was an equity placement of approximately
NZ$40 million of Shares to existing and new investors under which 18,518,519 new
Shares will be issued at NZ$2.16 per Share.
The second stage of the capital raising is this SPP, which will raise up to NZ$8
million with Kathmandu having the ability to accept oversubscriptions of up to an
additional NZ$2 million (a total raise of up to NZ$10 million).
You can obtain further information about the Acquisition in the market
announcement released by Kathmandu on 20 March 2018, which is available on
Kathmandu’s website www.kathmanduholdings.com and on the NZX website:
www.nzx.com and on the ASX website: www.asx.com.au, under stock code KMD.
Share Purchase Plan
The SPP is available to all Kathmandu shareholders whose address recorded in
Kathmandu’s share register is in New Zealand or Australia, or who Kathmandu is
satisfied can otherwise participate in the SPP in compliance with all applicable
1KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

laws, on equal terms. It gives all eligible shareholders the opportunity to invest up to
NZ$15,000 / AU$13,950 in new Kathmandu shares, with a minimum application of
NZ$1,000 / AU$930.
The issue price per share is NZ$2.16 per Share (being the same price as Shares issued
under the Placement). The issue price represents a 10% discount to the closing price
on the NZX of NZ$2.40 on 19 March 2018.
While participation in the SPP is optional, if eligible shareholders choose not to take
up the SPP their shareholdings will be diluted. The shareholdings of Kathmandu
shareholders are likely to change in any event as a result of the SPP, given the SPP is
not a pro-rata offer.
If we receive applications for Shares in excess of NZ$10 million (i.e. the initial cap of
NZ$8 million and the additional band of NZ$2 million available at our discretion),
your application will be scaled on a proportionate basis with regard to the size of
existing shareholdings at the Record Date and you will receive fewer Shares than the
number you applied for.
While Kathmandu’s SPP and Placement are intended to partially fund the
Acquisition, you should note that the SPP will proceed even if the Acquisition
is cancelled.
Further details about the SPP are included in the enclosed booklet.
The SPP is scheduled to close at 7.00pm New Zealand time on 13 April 2018.
To apply for your new Kathmandu shares, you should complete your application
online at www.kathmandushares.com or return the enclosed Application Form with
payment by a cheque or direct debit in New Zealand dollars or by BPAY® Australian
dollars in plenty of time to be received no later than 13 April 2018.
The correct way to complete and send your Application Form and provide your
application monies is set out on the Application Form accompanying the SPP
booklet. Online application is strongly encouraged given potential for delay with
the postal system.
Thank you for your continued support.
Yours sincerely
DAVID KIRK
CHAIRMAN
2KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

KEY
DETAILS
EQUAL PARTICIPATION
Each Eligible Shareholder has the right to apply for the same dollar amount of Shares.
APPLICATION AMOUNT
You can apply for up to NZ$15,000 / AU$13,950 of Shares. The minimum application amount
is NZ$1,000 / AU$930 of Shares.
ISSUE PRICE
Shares are priced at NZ$2.16 per Share (being the same price as Shares issued under
the Placement).
WHEN TO APPLY
Applications must be received no later than 7.00pm on the Closing Date
(13 April 2018, unless extended).
HOW TO APPLY
Applications can be made online at www.kathmandushares.com
Alternatively, complete and return your personalised Application Form accompanying this
booklet, in accordance with the instructions. Online application is strongly encouraged given
potential for delay with the postal system.
RECEIVING YOUR SHARES
You will receive your Shares on the Allotment Date (20 April 2018, unless extended).
3KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

KEY DATES
*
DATEEVENT
7:00pm 19 March 2018Record DateThe date on which Eligible Shareholders are determined.
26 March 2018Mailing Date
Share Purchase Plan documents e-mailed or mailed to
Eligible Shareholders.
26 March 2018Opening DateShare Purchase Plan opens.
13 April 2018Closing Date
Share Purchase Plan closes. Application Forms and
payment must be received no later than 7.00pm.
20 April 2018
Allotment Date and trading
commencement
Shares allotted. Trading is expected to commence on the
NZX Main Board and the Australian Securities Exchange on
the next Trading Day.
No later than 30 April 2018Allotment statements mailed
Allotment statements despatched to shareholders within
5 business days of the Allotment Date.
* Subject to the Listing Rules, Kathmandu reserves the right to alter the key dates.
4KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

QUESTIONS
AND ANSWERS
1 What is the Share Purchase Plan
(SPP)?
The SPP allows Eligible Shareholders to purchase
additional Shares in Kathmandu without incurring
brokerage or other transaction costs.
All Shares issued under the SPP will be of the same class
as, and rank equally with, all Shares in Kathmandu
currently on issue. It is a term of the SPP that
Kathmandu will take any necessary steps to ensure that
the Shares are immediately after issue, quoted on the
NZX Main Board and the Australian Securities Exchange.
2 Am I eligible to participate?
You are eligible if you were registered as a Kathmandu
shareholder at 7.00pm on 19 March 2018 (being the
Record Date) and your address recorded on the share
register is in New Zealand or Australia or if Kathmandu
is satisfied you can otherwise participate in the SPP in
compliance with all applicable laws.
3 How many Shares can I purchase?
If you apply for Shares under the SPP, you will apply for a
dollar amount rather than a number of Shares.
Eligible Shareholders can apply for up to NZ$15,000 /
AU$13,950 of Shares under the SPP, with a minimum
application of NZ$1,000 / AU$930).
Kathmandu may need to scale your application
backwards if the total value of valid applications exceeds
NZ$10 million, being the initial cap of NZ$8 million and
the additional band of NZ$2 million available at our
discretion. See clause 9 of the Terms and Conditions.
4 What is the Issue Price of the Shares?
The issue price of the Shares is $NZ2.16 per share, (being
the same price paid by investors in the Placement).
The market price of Kathmandu’s shares may rise or fall
between the date of this offer and the date on which the
Shares are allotted to you. The Issue Price may therefore
be higher, equal to or lower than the price at which
Kathmandu’s Shares are trading on the NZX Main Board
and/or the Australian Securities Exchange at the time
the Shares are allotted to you.
5 Can I pay for Shares in Australian
dollars?
The Issue Price determined above is a New Zealand dollar
amount. If you apply for an Australian dollar amount of
Shares, Kathmandu will convert the New Zealand dollar
Issue Price to Australian dollars at the NZ$/AU$ exchange
rate published by the New Zealand Reserve Bank on its
website at 7:00pm on the Closing Date.
6 Are there any conditions to the SPP?
No.
However, if the SPP is cancelled for any reason, all
application monies will be returned to applicants and no
Shares will be allotted under the SPP. No interest will be
payable on any monies returned to applicants.
7 What if I own Shares through a
trustee or custodian or own Shares in
more than one capacity?
If you own Shares through a trustee or custodian, then,
subject to certain certification requirements and other
conditions, you may instruct the trustee or custodian to
purchase Shares on your behalf, up to the NZ$15,000 /
AU$13,950 limit. If you own Shares through a trustee or
custodian and also own Shares in your own name, then
you may either purchase Shares yourself or instruct your
trustee or custodian to purchase Shares on your behalf.
You may not do both.
If you receive more than one copy of this SPP booklet,
or if you hold Shares in more than one capacity (e.g.
because you are both a sole and joint holder of Shares)
but not where you own Shares through a trustee or
custodian to which the first paragraph above applies
you may only purchase Shares in all capacities up to
the NZ$15,000 / AU$13,950 limit. By applying to purchase
Shares under the SPP, you represent that you have not
exceeded that limit.
If you are a Custodian, or you hold shares through
a Custodian, please read clause 4 of the Terms
and Conditions.
8 Do I have to participate?
No. Participation is entirely voluntary.
6KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

9 Is this offer transferable to another
person?
No. This offer is personal to you and you may not transfer
your right to purchase Shares under the SPP to anyone
else; that is, it is non-renounceable.
10 What are the risks to investing in
the SPP?
The market price of Shares may rise or fall between the
date of this offer and the date when Shares are allotted
to you. As a result, the price to be paid for the Shares to
be issued under the SPP may be higher or lower than the
price at which Shares are trading on the NZX Main Board
and/or the Australian Securities Exchange when the
Shares are allotted to you.
There is no certainty that Shares will trade at or above
the Issue Price following the issue of Shares under
the SPP. Therefore, you should seek your own financial
advice in relation to this offer and your participation
under the SPP.
Further information about Kathmandu, including its
most recent financial statements, can be obtained from
Kathmandu’s website: www.kathmanduholdings.com.
You are also recommended to monitor Kathmandu’s
market announcements through the NZX and ASX
websites: www.nzx.com and www.asx.com.au, which are
released under the ticker code KMD.
11 What is the current Share price?
The Share price is quoted on the NZX website at www.
nzx.com and on the ASX website at www.asx.com.au.
12 How do I apply for Shares under
the SPP?
Apply online at www.kathmandushares.com or follow
the step-by-step instructions set out on the enclosed
personalised Application Form.
If you apply by using the enclosed personalised
Application Form, send your completed Application
Form with your payment by cheque or direct debit in
New Zealand dollars or by BPAY® Australian dollars
for the value of the Shares you wish to apply for to the
Share Registrar, as set out in the instructions on the
Application Form.
Australian shareholders who make an Australian dollar
BPAY® payment using the customer reference number
shown on your Application Form, do not need to return
the Application Form. By making such payment you are
deemed to give the representations and certifications set
out in these Terms and Conditions.
If the exact amount of money is not tendered,
Kathmandu reserves the right not to accept all or part of
your payment. In those circumstances, Kathmandu will
return your application and cheque or refund all or part
of your payment (without interest). Online application
payments can only be made by direct debit in New
Zealand or by BPAY® Australian dollars.
By submitting an application or by paying any
subscription monies you agree to be bound by the
terms set out in this SPP document including
representing and certifying to Kathmandu those
matters set out in clause 7, and (if you are a Custodian),
clause 4 of the Terms and Conditions.
Once submitted, you will not be able to withdraw or
revoke your application.
13 How long is the SPP open and when
will I receive my Shares?
The SPP opens on 26 March 2018 and is expected to close
at 7.00pm on 13 April 2018, unless extended. If you want
to participate you should ensure your Application Form
and payment (by cheque or direct debit in New Zealand
or by BPAY® Australian dollars or cheque in Australia) is
received no later than 7.00pm on the Closing Date.
Please allow adequate time for mail deliveries if
payment is made by cheque. Applications received
after this time may not be accepted.
You will receive Shares issued to you under the SPP on
the Allotment Date, which is currently expected to be 20
April 2018. A statement confirming the number of Shares
issued to you under the SPP will be sent to you no later
than 5 business days after the Allotment Date.
14 How many Shares will I receive?
Subject to scaling, you will receive the number of Shares
equal to the dollar amount of Shares you have applied
for divided by the Issue Price (or, if you have subscribed
for an Australian dollar amount, the Australian dollar
Issue Price converted in accordance with question 5
above) and rounded up to the nearest Share, subject to
7KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

the maximum application amount (see question
16 below).
If Kathmandu receives applications for Shares
in excess of NZ$8 million, it has the discretion to
accept oversubscriptions of up to an additional
NZ$2 million. If Kathmandu receives applications
for Shares in excess of NZ$10 million (i.e. the initial
cap of NZ$8 million plus the additional band of
NZ$2 million available at our discretion), it will scale
back the number of Shares to be allotted under the
SPP. See clause 9 of the terms and conditions.
In the case of scaling, your application monies will
be greater than the value of the Shares you will be
allotted. The difference between the value of the
Shares you are allotted and your application monies
will be refunded to you either by direct credit to your
bank account in New Zealand or to your Australian
bank account (if those details are held by the Share
Registrar) or by cheque mailed within 5 business
days of the Allotment Date. No interest will be
paid on any application monies returned to you.
15 Will the Shares be quoted?
The Shares will be quoted on the NZX Main Board and on
the Australian Securities Exchange. The NZX Main Board
is a licensed market operated by NZX Limited, which is a
licensed market operator regulated under the Financial
Markets Conduct Act 2013. However, neither NZX nor
ASX accept any responsibility for any statement in this
SPP booklet.
It is expected that you will be able to commence trading
the Shares allotted to you under the SPP on the NZX
Main Board and the Australian Securities Exchange on
the next Trading Day after the Allotment Date.
16 Why is there a maximum
application amount?
The offer under the SPP needs to comply with the
conditions imposed under NZX Main Board Listing
Rule 7.3.4(c) and ASIC Class Order 09/425 which caps
the maximum application amount of each Eligible
Shareholder at NZ$15,000 and AU$15,000 respectively.
In order not to exceed the lesser of these two amounts,
Kathmandu has set the maximum Australian dollar
application amount at AU$13,950 to allow for NZ$/
AU$ exchange rate movements up to the Closing Date.
However, if the NZ$:AU$ exchange rate varies such that
the dollar amount you applied for exceeds either of the
NZ$15,000 or AU$15,000 limits, then (subject to scaling)
Shares having a total Issue Price equal to the relevant
limit will be issued to you and you will be refunded the
excess cash amount.
Refunds will not be paid however for any difference
arising solely due to rounding or where the aggregate
amount of the refund payable to an applicant is less
than NZ$1.00.
17 What is Kathmandu’s dividend policy?
Kathmandu does not have a formal dividend policy. On
20 March 2018 Kathmandu declared an interim dividend
of NZ$0.04 per share in respect of the financial year
ending 31 July 2018, with a record date of 8 June 2018.
Shares issued under the SPP will be eligible to receive the
dividend.
18 What is the dilutionary effect of
the SPP?
If you do not participate in the SPP, your shareholding
in Kathmandu will be diluted. By way of example, a
Shareholder owning 5% of the issued Shares before
the SPP who does not participate in the SPP will own
approximately 4.9% of the issued Shares after the SPP
(assuming the SPP is fully subscribed to the $8 million
limit and the Shares are issued at NZ$2.16 per Share).
Further, as the SPP is not a pro-rata offer, even if you
participate in the SPP, your shareholding percentage
in Kathmandu will likely change. Whether your
shareholding percentage increases or decreases will
depend on how many Shares you apply for, how many
Shares you hold on the Record Date and how many
Shares other Eligible Shareholders apply for and are
allotted under the SPP.
19 Further assistance
If you have any further questions, please contact your
broker, financial, investment or other professional advisor
before making your investment decision.
8KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

TERMS AND CONDITIONS
1 Eligible Shareholders
1.1 You may participate in the SPP if you are an
Eligible Shareholder.
1.2 Joint holders of Shares are taken to be a single registered
holder of Shares for the purposes of determining whether
they are an Eligible Shareholder and the certification
on the Application Form is taken to have been given by
all of them. Note that if you hold Shares in more than
one capacity (e.g. because you are both a sole and joint
holder of Shares), but not where you own Shares through
a trustee or custodian to which the first paragraph of
question 7 applies you may only purchase Shares in all
capacities up to the NZ$15,000 / AU$13,950 limit.
1.3 If you are an Eligible Shareholder, your rights under this
offer are personal to you and non-renounceable, so you
may not transfer them.
2 Issue Price and value of Shares
2.1 The issue price of the Shares under the SPP is NZ$2.16 per
Share (being the same price as the shares issued under
the Placement).
2.2 Subject to clause 4.2, if you are an Eligible Shareholder
you may apply to purchase up to NZ$15,000 / AU$13,950
of Shares under the SPP, with a minimum application of
NZ$1,000 / AU$930 by selecting the desired amount on
the Application Form.
2.3 Eligible Shareholders may only apply for a maximum of
NZ$15,000 / AU$13,950 under the SPP and may only make
one application. This applies to all Eligible Shareholders,
including those who receive more than one offer under
the SPP (for example, because they hold Shares in more
than one capacity) and including whether the Eligible
Shareholder is applying through a Custodian or on his or
her own behalf. Any application in excess of NZ$15,000
or AU$13,950 will be deemed to be an application for
NZ$15,000 or AU$13,950 (as applicable).
3 Payment
3.1 You can apply and pay for Shares in New Zealand dollars
or in Australian dollars. The Issue Price determined
above is a New Zealand dollar amount. If you apply for
an Australian dollar amount of Shares, Kathmandu will
convert the New Zealand dollar Issue Price to Australian
dollars at the NZ$/AU$ exchange rate published by the
New Zealand Reserve Bank on its website at 7:00pm on
the Closing Date.
4 Custodians
4.1 Under the SPP, a custodian (Custodian) is any Eligible
Shareholder that:
(a) holds an Australian financial services licence that:
(i) covers the provision of a custodial or depository
service; or
(ii) covers the operation of an IDPS (as defined in
ASIC Class Order [CO 13/763]); or
(b) is exempt under:
(i) paragraph 7.6.01(1)(k) of the Corporations
Regulations 2001 (Cth) (the Regulations);
(ii) paragraph 7.6.01(1)(na) of the Regulations; or
(iii) ASIC Class Order [CO 14/1000] or Class Order
[CO 14/1001]; or
(iv) Schedule 2 to the ASIC Corporations (Repeal
and Transitional) Instrument 2016/396; or
(v) an instrument, not being a legislative
instrument, made by ASIC and which applies
to the person on terms similar to Schedule
2 of the legislative instrument referred to in
subparagraph (b)(iv) or any of the ASIC Class
Orders repealed by that legislative instrument;
or
(vi) paragraph 911A(2)(h) of the Corporations Act,
from the requirement to hold an Australian financial
services licence for the provision of a custodial or
depository service; or
(c) that is a trustee of a:
(i) self-managed superannuation fund; or
(ii) superannuation master trust; or
(d) that is the responsible entity of an IDPS-like
scheme; or
(e) that is the registered holder of shares or interests in
the class and is noted on the register of members
of the body or scheme (as the case may be) as
holding shares or interests on account of another
person; or
(f) in the case of an Eligible Shareholder having a
registered address in New Zealand:
(i) is a trustee corporation or a nominee company
and holds Shares in Kathmandu by reason only
10KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

of acting for another person in the ordinary
course of business of that trustee corporation or
nominee company; or
(ii) holds Shares in Kathmandu by reason only of
being a bare trustee of a trust to which the
Shares are subject, and is permitted to operate
as a custodian under all relevant laws.
4.2 Custodians may apply to purchase Shares for greater
than NZ$15,000 / AU$13,950 but only up to the total
value of Shares applied for on behalf of each beneficial
owner in New Zealand and Australia (or who Kathmandu
is satisfied can otherwise participate in the SPP in
compliance with all application laws) for whom the
Custodian acts as a Custodian. Custodians must
confirm to Kathmandu that they are holding Shares as
a Custodian for that beneficial owner by providing the
written certification to Kathmandu described in clause
4.3 below. Each beneficial owner may only direct the
Custodian to apply on behalf of that beneficial owner
for one of the parcels described in clause 2.2.
4.3 If a Custodian applies to purchase Shares on behalf of
one or more beneficial owners, the Custodian must
certify to Kathmandu in writing (which must be in
the form required by ASIC Class Order 09/425 if any of
clauses 4.1(a) to (e) above apply):
(a) that the Custodian holds Shares directly or
indirectly as a Custodian for beneficial owners;
(b) the number of those beneficial owners;
(c) the name and address of each beneficial owner;
(d) in respect of each beneficial owner, the number of
Shares that the Custodian holds on their behalf;
(e) that each beneficial owner has a registered address
in Australia or New Zealand;
(f) in respect of each of the beneficial owners, how
many Shares the beneficial owner or the beneficial
owner’s agent has instructed the Custodian to
apply for on behalf of that beneficial owner;
(g) that the Custodian undertakes not to accept on
behalf of any of those beneficial owners on whose
behalf it directly or indirectly holds Shares, in any 12
month period, Shares under the Offer or any similar
arrangement the total Issue Price of which is more
than the lesser of NZ$15,000 or AU$15,000;
(h) that the beneficial owner on whose behalf the
Custodian is submitting an application is not
making an application as an Eligible Shareholder for
Shares under the SPP;
(i) that there are no participating beneficiaries in
respect of which the total of the application monies
for the following exceeds the lesser of NZ$15,000 or
AU$15,000:
(i) the Shares applied for by the Custodian on their
behalf under the SPP;
(ii) any other Shares in the class issued to the
Custodian in the 12 months before the
application as a result of an instruction given
by them to the Custodian to apply for Shares
on their behalf under an arrangement similar
to the SPP.
(j) each beneficial owner (or the beneficial owner’s
agent) has instructed the Custodian to apply for,
and accept, under the SPP the dollar amount of
Shares set out on the Application Form (or in a
schedule attached to the Application Form); and
(k) no other Custodian is submitting an application
under the SPP for that beneficial owner.
5 Completing the Application Form and paying
for Shares
If you wish to participate in the SPP, you must apply
online at www.kathmandushares.com or complete the
Application Form and provide payment by cheque, or
by direct debit in New Zealand dollars, or by BPAY®
Australian dollars for the parcel of Shares you have
selected in accordance with the instructions on the
Application Form.
Australian shareholders who make an Australian dollar
BPAY® payment using the customer reference number
shown on your Application Form, do not need to return
the Application Form. By making such payment you are
deemed to give the representations and certifications
set out in these Terms and Conditions.
6 Kathmandu’s discretion to accept or
reject applications
6.1 Kathmandu has complete discretion to accept or reject
your application to purchase Shares under the SPP,
including (without limitation) if:
(a) your Application Form is incorrectly completed,
incomplete or otherwise determined by Kathmandu
to be invalid;
11KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

(b) your cheque is dishonoured or has not been
completed correctly;
(c) you enclosed a cheque with your Application
Form that is not made out in New Zealand
dollars or Australian dollars for the exact amount
of the parcel that you have selected on the
Application Form;
(d) your direct debit payment is dishonoured;
(e) it appears that you are applying to buy more
than the lesser of NZ$15,000 and AU$13,950 (in
aggregate) of Shares (except if you are a Custodian
applying on behalf of more than one beneficial
owner in accordance with clause 4.2);
(f) your Application Form is received after the Closing
Date. While Kathmandu has discretion to accept
late Application Forms and cheques, there is no
assurance that it will do so. Late Application Forms
and cheques, if not processed, will be returned to
you at your registered address within 5 business
days of the Allotment Date or within 5 business
days of the date of receipt in respect of any late
applications received after the Allotment Date;
(g) Kathmandu believes that you are not an Eligible
Shareholder or Custodian; or
(h) Kathmandu considers that your application
does not otherwise comply with these terms
and conditions.
6.2 No interest will be paid on any application monies
returned to you. Any refunds for whatever reason will be
paid to you either by direct credit to your New Zealand
bank account or to your Australian bank account (if those
details are held by the Share Registrar) or by cheque
mailed within 5 business days of the Allotment Date.
7 Significance of sending in an application
7.1 If you apply to purchase Shares under the SPP by
completing and returning the Application Form:
(a) your application, on these terms and conditions, will
be irrevocable and unconditional (i.e. it cannot be
withdrawn);
(b) you certify to Kathmandu that you are an Eligible
Shareholder entitled to apply for Shares under
these terms and conditions;
(c) you acknowledge that the SPP may not proceed;
(d) you certify that your acceptance of the SPP will not
be, or cause, a breach of any law in any jurisdiction;
(e) you certify to Kathmandu that you are not
applying for Shares under the SPP with an
aggregate application price in excess of the
lesser of NZ$15,000 and AU$15,000 (including
any application made through a Custodian) even
though you may have received more than one offer
under the SPP or received offers in more than one
capacity under the SPP and the total Issue Price of
those Shares for which you are applying, if issued,
together with the total Issue Price of all and any
other Shares applied for by you under the SPP or
any similar arrangement and issued by Kathmandu
to you in the 12 months prior to and including
the date of the application for Shares under the
SPP will not exceed the lesser of NZ$15,000 or
AU$15,000 (excluding any Shares you may have
acquired in that period on the NZX Main Board or
the Australian Securities Exchange);
Note that this limit applies only to Shares issued by
Kathmandu under this SPP (since there has been no
other similar arrangement in the last 12 months).
(f) you agree to be bound by the constitution of
Kathmandu, which you may download for free
from the Companies Office website: https://
companies-register.companiesoffice.govt.nz/;
(g) if you are not a Custodian, you certify to
Kathmandu that the total of the application
monies for the following does not exceed the lesser
of NZ$15,000 and AU$15,000:
(i) the Shares applied for under the SPP;
(ii) any other Shares issued under an arrangement
similar to the SPP in the 12 months before the
application;
(iii) any other Shares which you have instructed a
Custodian to acquire under the SPP; and
(iv) any other Shares issued to a Custodian under
an arrangement similar to the SPP in the 12
months before the application as a result of
an instruction given by you to the Custodian or
another Custodian and which resulted in you
holding beneficial interests in Shares.
Note that this limit applies only to Shares issued by
Kathmandu under this SPP (since there has been
no other similar arrangement in the last 12 months)
12KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

and does not include any Shares the Eligible
Shareholder may have acquired on the NZX Main
Board or the Australian Securities Exchange.
(h) you authorise Kathmandu (and its officers or
agents) to correct any error in, or omission
from, your Application Form and to complete
the Application Form by the insertion of any
missing details;
(i) you acknowledge that Kathmandu may at
any time irrevocably determine that your
Application Form is valid, in accordance with
these terms and conditions, even if the
Application Form is incomplete, contains errors
or is otherwise defective;
(j) you accept the risk associated with any refund
that may be despatched to you by cheque to your
address shown on Kathmandu’s share register;
(k) you agree to indemnify Kathmandu for, and to pay
to Kathmandu within 5 business days of demand,
any dishonour fees or other costs Kathmandu may
incur in presenting a cheque for payment which
is dishonoured;
(l) you acknowledge that none of Kathmandu,
its advisors or agents has provided you with
investment advice or financial product advice, and
that none of them has an obligation to provide
advice concerning your decision to apply for and
purchase Shares under the SPP;
(m) you acknowledge the risk that the market price for
the Shares may change between the date of this
offer and the Allotment Date. A change in market
price during this period may affect the value of the
Shares you receive under the SPP; and
(n) you irrevocably and unconditionally agree to these
terms and conditions.
7.2 If a Custodian applies to purchase Shares under the
SPP for a beneficial owner pursuant to clause 4.2, the
certification referred to in clause 7.1(e) will be taken to
be given by the beneficial owner on whose behalf the
Custodian is applying to purchase Shares.
8 Issue Price
You agree to pay the Issue Price per Share up to a
maximum amount you have selected on the
Application Form.
9 Scaling
9.1 If Kathmandu receives applications for Shares in
excess of NZ$8 million, it has the discretion to accept
oversubscriptions of up to an additional NZ$2 million.
If Kathmandu receives applications in excess of
NZ$10 million (i.e. the initial cap of NZ$8 million plus
the additional band of NZ$2 million available at its
discretion), it will scale back all applications on a
proportionate basis having regard to the size of existing
shareholdings at the Record Date. If you apply for Shares
under the SPP, you will apply for a dollar amount rather
than a number of Shares. The number of Shares you
receive will be determined by dividing the dollar amount
of the Shares you have applied for (as scaled back)
by the Issue Price (or, if you elect to pay in Australian
dollars, the Australian dollar Issue Price converted in
accordance with section 5 above). If this produces a
fractional number, the number of Shares you will be
allotted will be rounded up to the nearest whole number
of Shares.
9.2 If your application is scaled, your application monies
will be greater than the value of the Shares you will be
allotted. The difference will be refunded to you either by
direct credit to your bank account (if those details are
held by the Share Registrar) or by cheque mailed within
5 business days of the Allotment Date. No interest will
be paid on any application monies returned to you.
10 The Shares
10.1 Shares issued under the SPP will rank equally with, and
have the same voting rights, dividend rights and other
entitlements as, existing fully paid Shares in Kathmandu
quoted on the NZX Main Board and the Australian
Securities Exchange.
10.2 The Shares have been accepted for quotation on the
NZX Main Board and an application will be made by
Kathmandu for the Shares that are allotted under the
SPP to be quoted on the Australian Securities Exchange.
The NZX Board is a registered market operated by NZX
which is a licensed market operated by NZX Limited,
which is a licensed market operator regulated under the
Financial Markets Conduct Act 2013. Neither NZX nor
ASX accept any responsibility for any statement in this
SPP booklet.
10.3 You cannot trade in any Shares issued to you pursuant
to the SPP, either as principal or agent, until quotation
on the NZX Main Board and the Australian Securities
14KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

Exchange in accordance with the Listing Rules.
Kathmandu expects that the Shares will commence
trading on the NZX Main Board on the next Trading Day
after the Allotment Date.
11 Amendments to the SPP and waiver of compliance
11.1 Notwithstanding any other term or condition of the
SPP and/or the Application Form, Kathmandu may, at
its discretion:
(a) make non-material modifications to the SPP on
such terms and conditions it thinks fit (in which
event applications for Shares under the SPP will
remain binding on the applicant notwithstanding
such modification and irrespective of whether
an Application Form was received by the Share
Registrar before or after such modification is
made); and/or
(b) suspend or terminate the SPP at any time prior to
the issue of the Shares under the SPP (including by
reviewing the timetable for the SPP). If the SPP is
terminated, application monies will be refunded to
applicants without interest within 5 business days
of termination.
11.2 Kathmandu reserves the right to waive compliance with
any provision of these terms and conditions, which will
be done in accordance with Australia and New Zealand
law (including the NZX and ASX Listing Rules
as relevant).
11.3 Kathmandu will notify NZX and ASX of any waiver,
amendment, variation, suspension, withdrawal or
termination of the SPP. Approval of any material
changes to the SPP will be sought from NZX and ASX to
the extent required under the NZX and ASX Listing Rules.
12 Governing Law
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.
13 Dispute Resolution
If any dispute arises in connection with the SPP,
Kathmandu may settle it in any manner it thinks
fit. It may do so generally or in relation to any
particular shareholder, applicant, application or Share.
Kathmandu’s decision will be final and binding.
14 Inconsistency
Unless otherwise determined by the directors of
Kathmandu, in the event of any inconsistency between
the terms and conditions of the SPP and:
(a) the accompanying letter from the Chairman of
Kathmandu and Questions and Answers, the terms
and conditions take precedence;
(b) Kathmandu’s constitution, Kathmandu’s
constitution shall prevail.
15KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

GLOSSARY
Allotment Date 20 April 2018, unless extended.
Application Form The personalised application form relating to the SPP that you received with this SPP
booklet, including the instructions on the reverse of the form.
AU$ Australian dollars.
ASIC The Australian Securities Investments Commission.
ASX ASX Limited, ABN 98 008 624 691.
Australian Securities Exchange The equity security market operated by ASX.
Closing Date 13 April 2018, unless extended.
Custodian See clause 4.1 for the definition of “Custodian”.
Eligible Shareholder A person who, at 7.00pm on the Record Date, was recorded in Kathmandu’s share
register as being a registered holder of Shares and having an address in New Zealand
or Australia recorded in the share register or who Kathmandu is satisfied can otherwise
participate in the SPP in compliance with all applicable laws.
Issue Price NZ$2.16 per Share (being the same price as Shares issued under the Placement).
Kathmandu Kathmandu Holdings Limited.
Listing Rules The NZX Main Board Listing Rules and/or the ASX Listing Rules, as the context requires.
$ or NZ$ New Zealand dollars.
NZX NZX Limited.
NZX Main Board The main board equity security market operated by NZX.
Opening Date 26 March 2018.
Placement The NZ$40 million placement of Shares in Kathmandu to existing and new investors,
under which 18,518,519 Shares will be issued on 26 March 2018.
Record Date 19 March 2018.
Share Registrar Link Market Services Limited.
Share An ordinary share of Kathmandu.
SPP The share purchase plan detailed in this SPP booklet.
Trading Day A full day on which Shares are quoted, and not suspended from quotation or made
subject to a trading halt, on the Australian Securities Exchange and the NZX Main
Board. A day on which the Australian Exchange Securities or NZX Main Board is closed or
on which trading on the Australian Securities Exchange or the NZX Main Board is closed
or on which the NZX Main Board is suspended is not a Trading Day.
16KATHMANDU HOLDINGS LIMITED SHARE PURCHASE PLAN

DIRECTORY
ISSUER
Kathmandu Holdings Limited
PO Box 1234
Christchurch, 8011
223 Tuam Street
Central Christchurch
Phone: +64 3 373 6110
www.kathmanduholdings.com
NEW ZEALAND SHARE REGISTRAR
Link Market Services Limited
PO Box 91976
Auckland, 1142
New Zealand
Level 11, Deloitte Centre,
80 Queen Street
Auckland 1010
New Zealand
Phone +64 9 375 5998
www.linkmarketservices.co.nz
AUSTRALIAN SHARE REGISTRAR
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
Level 12, 680 George Street
Sydney, NSW 2000
Australia
Phone +61 2 8280 7111
www.linkmarket services.com.au
NZ LEGAL ADVISORS
Chapman Tripp
Level 5, PWC Centre
60 Cashel Street
West End
Christchurch 8013
AUSTRALIAN LEGAL ADVISORS
Gadens
Level 25
Bourke Place
600 Bourke Street
Melbourne
Victoria
Australia 3000

KATHMANDU HOLDINGS LIMITED
SHARE PURCHASE PLAN
kathmanduholdings.com