Notification of Performance Rights CEO / COO

Kathmandu Holdings Ltd
11 Mary Muller Drive, Heathcote 8022 249 Park Street, South Melbourne, Victoria 3205
PO Box 1234, Christchurch 8140, New Zealand PO Box 984, South Melbourne, Victoria 3205, Australia
Phone: +64 3 373 6110 Fax: +64 3 373 6116 Phone: +61 3 9267 9999 Fax: +61 3 9267 9933
kathmandu.co.nz kathmandu.com.au



21 December 2018
Market Information Services Section
New Zealand Exchange Limited
Wellington

NOTIFICATION OF PERFORMANCE RIGHTS

For the purposes of Listing Rule 7.12.1 of the NZSX Listing Rules, Kathmandu Holdings Limited advises
the following performance rights have been issued:

a) Class of securities:

ISIN:
Performance rights to ordinary shares pursuant to
Kathmandu Holdings Limited Long Term Incentive Plan
ISIN NZKMDE0001SE
b) Number of securities issued: Performance rights in respect of 261,388 ordinary shares
c) Nominal value:
Issue price:
Not applicable
Nil, pursuant to Kathmandu Holdings Limited Long Term
Incentive Plan
d) Payment in cash? No. The performance right to be allocated ordinary shares in
Kathmandu Holdings Limited is subject to satisfaction of
certain performance conditions with regards to Total
Shareholder Returns.
e) Amount paid up: Nil
f) Principal term of securities: • Each Performance Right granted under the Plan entitles
the holder to acquire one fully paid ordinary share in
Kathmandu Holdings Limited.
• 50% of vesting is subject to the company achieving Total
Shareholder Return performance relative to a defined
comparable group of companies and vest on a sliding scale
proportionate to the Total Shareholder Return
performance
• 50% of vesting is subject to an Earnings Per Share growth
hurdle and vest on a sliding scale proportionate to the total
Earnings Per Share growth
 Performance rights will lapse where the performance
conditions are not met.
• Performance rights will lapse where the holder ceases to
be employed by the Kathmandu Group before the end of a
performance period.

Kathmandu Holdings Ltd
11 Mary Muller Drive, Heathcote 8022 249 Park Street, South Melbourne, Victoria 3205
PO Box 1234, Christchurch 8140, New Zealand PO Box 984, South Melbourne, Victoria 3205, Australia
Phone: +64 3 373 6110 Fax: +64 3 373 6116 Phone: +61 3 9267 9999 Fax: +61 3 9267 9933
kathmandu.co.nz kathmandu.com.au



• There is no amount payable by holders either on grant or
exercise of the Performance Rights.
g) Percentage of total class issued: 0.12%
h) Reason for issue: Issue of performance rights to selected Senior Management
employees to be allocated ordinary shares in the company
upon the satisfaction of certain conditions.
i) Specific authority for the issue: Resolution at Annual General Meeting of shareholders dated
23 November 2018 and resolution of Directors dated 14
December 2018.
j) Terms or details of the issue: i. The holder has the right to be issued Ordinary Shares
vesting on 1 December 2021 provided the employee
remains in employment with the company to that date.
ii. 50% of the number of performance rights that vest will
depend on Kathmandu Holdings Limited’s Total
Shareholder Return performance relative to a defined
comparable group of companies over the 36 months
ending 1 December 2021
iii. 50% of the number of performance rights that vest will
depend on Kathmandu Holdings Limited’s Earnings Per
Share compound average annual growth rate between 1
August 2018 and 31 July 2021.
iv. Performance rights will lapse where the performance
conditions are not met.
k) Total number of securities of the
class after issue:
261,388 - Performance Rights – Kathmandu Holdings Limited
Long Term Incentive Plan
l) Treasury Stock: Not applicable
m) Date of issue: 20 December 2018

Reuben Casey
Company Secretary