Acquisition of Rip Curl and Equity Raising

M&A30 September 2019KMDConsumer Discretionary

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Kathmandu Holdings Ltd
223 Tuam Street, Christchurch 8011 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
kathmanduholdings.com
KATHMANDU HOLDINGS LIMITED

ASX / NZX / MEDIA ANNOUNCEMENT

1 October 2019

(All amounts in NZ$ unless otherwise stated)

Kathmandu announces acquisition of Rip Curl and Equity Raising

• Kathmandu has entered into a binding agreement to acquire 100% of Rip Curl Group Pty
Limited (“Rip Curl”) for A$350 million (NZ$368 million), representing 7.3x EV / FY19 pro
forma normalised EBITDA (excluding proportional EBITDA contribution of minority
interests not being acquired)
1
.
• Rip Curl is an iconic global surf brand and action sports company born in Bells Beach,
Australia in 1969. Founded by surfer friends Brian Singer and Douglas Warbrick, Rip
Curl’s vision is to be regarded as “the Ultimate Surfing Company” in all that it does.
• Rip Curl is a designer, manufacturer, wholesaler and retailer of surfing equipment and
apparel, and has a global presence across Australia, New Zealand, North America,
Europe, South East Asia and Brazil.
• The acquisition of Rip Curl creates a NZ$1.0 billion
2
global outdoor and action sports
company anchored by two iconic Australasian brands and provides the opportunity for
Kathmandu to considerably diversify its geographic footprint, channels to market and
seasonality profile.
• The transaction is to be financed via a fully underwritten 1 for 4 Pro-Rata Accelerated
Entitlement Offer to raise NZ$145 million, and a placement of approximately NZ$32
million of new Kathmandu shares to the founders and CEO of Rip Curl who have elected
to receive some of the consideration for the acquisition in Kathmandu shares. The
balance of the transaction will be funded from new senior secured debt facilities.
• The transaction is expected to deliver meaningful EPS accretion for Kathmandu
shareholders, with estimated FY20 pro forma EPS accretion in excess of 10% (pre-
synergies)
3
.

1
FY19 pro forma normalised EBITDA for Rip Curl is based on Rip Curl’s statutory EBITDA as disclosed in its
audited financial statements, adjusted for the impact of certain structural changes in the business and one-off
items (refer to the transaction summary released in conjunction with this announcement for further detail).
2
Based on Kathmandu’s statutory revenue for the financial year ending 31 July 2019, and Rip Curl’s pro forma
normalised revenue for the financial year ending 30 June 2019 (where pro forma normalised revenue is based
on Rip Curl’s statutory revenue per its audited financial statements, adjusted for the impact of certain structural
changes in the business as detailed further in the transaction summary released in conjunction with this
announcement).
3
EPS accretion has been calculated by comparing Kathmandu’s budgeted standalone FY20 EPS (calculated
assuming that the acquisition does not occur, and adjusted for the impact of the pro rata accelerated
entitlement offer) against the Combined Group pro forma FY20 EPS excluding any synergies and one-off
transaction costs (for further details, refer to the transaction summary released in conjunction with this
announcement).

Kathmandu Holdings Ltd
223 Tuam Street, Christchurch 8011 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
kathmanduholdings.com
Transaction

Kathmandu Holdings Limited (“Kathmandu” or the “Company”) (ASX:KMD, NZX:KMD) is pleased to
announce that a wholly owned subsidiary of the Company has entered into an agreement to acquire
100% of the shares of Rip Curl for A$350 million (NZ$368 million
4
).

Rip Curl is an iconic Australian global action sports brand, and a designer, manufacturer, wholesaler
and retailer of surfing equipment and apparel. Born in Bells Beach, Australia, in 1969, Rip Curl has a
rich history synonymous with surfing, sponsoring some of the sport’s world class athletes and
premier global competitions. Founded by surfer friends Brian Singer and Douglas Warbrick, Rip
Curl’s vision is to be regarded as the “Ultimate Surfing Company” in all that it does.

Rip Curl offers surf-related products, from highly technical wetsuits, boardshorts, swimwear and
watches to beach lifestyle apparel, equipment and accessories. It operates a multi-channel model
across the wholesale, retail and online channels, and has a global presence across Australia, New
Zealand, North America, Europe, South East Asia and Brazil.

Strategic rationale

• The combination of Kathmandu, Oboz and Rip Curl creates a global outdoor and action
sports company, with in excess of NZ$1.0 billion
5
of revenue
• The combined group will have a deeper and more meaningful global presence, with a
combined footprint of 341 owned retail stores, 254 licensed stores and over 7,300 wholesale
doorways globally, also driving scale benefits
• The acquisition will significantly diversify Kathmandu’s product offering, with Rip Curl’s
summer / beach focus providing a seasonal balance to Kathmandu’s winter / outdoor focus
• The acquisition will significantly diversify Kathmandu’s geographic revenue profile and
provide access into new markets
• Rip Curl’s presence in North America and Europe, which are strategic priorities for
Kathmandu, provides capabilities and relationships for Kathmandu to accelerate its
international expansion into these key regions
• Kathmandu can leverage Rip Curl’s proven wholesale expertise, relationships and global
network to assist in expanding the wholesale business
• Rip Curl can leverage Kathmandu’s online capabilities to accelerate growth in its
underpenetrated online channel, and can also utilise Kathmandu’s retail expertise to improve
the efficiency of its store network
• Rip Curl is aligned with Kathmandu’s culture and goals, and shares a vision for creating high
quality, technical products that cater to a similar core category of consumers
• The transaction is expected to deliver meaningful EPS accretion for Kathmandu
shareholders, with FY20 pro forma EPS accretion in excess of 10% (pre-synergies)
6
.

Commenting on the acquisition, Kathmandu CEO, Xavier Simonet, said: “This is a fantastic
opportunity for Kathmandu to grow and diversify. The acquisition of Rip Curl transforms Kathmandu
into a NZ$1.0 billion outdoor and action sports company, anchored by two iconic global Australasian
brands. The combination of Kathmandu, Oboz and Rip Curl achieves diversification in product,
channel, geography and seasonality, and creates a platform for the acceleration of our brands’
global expansion into new channels and markets. Importantly, there is also strong cultural alignment
between our brands, underpinned by a shared focus on quality, innovation and sustainability.”

4
Based on an AUD/NZD exchange rate of 1.05.
5
Refer to footnote 2.
6
Refer to footnote 3.

Kathmandu Holdings Ltd
223 Tuam Street, Christchurch 8011 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
kathmanduholdings.com
Rip Curl CEO, Michael Daly, said: “We are excited about the opportunity to partner with another
iconic Australasian brand that shares our vision of creating high quality functional products for
outdoor and action enthusiasts. We look forward to continuing to grow the Rip Curl brand as part of
the Kathmandu Group.”

Rip Curl CEO, Michael Daly, will continue to lead Rip Curl from its headquarters in Torquay and will
report to Xavier Simonet, Kathmandu’s CEO. Along with Rip Curl’s founder shareholders, Michael
has also elected to receive some of the consideration for the acquisition in Kathmandu shares.

“We wish to acknowledge the role that Rip Curl’s founders have played in building the iconic status
of the Rip Curl brand internationally as well as its unique cultural identity, and are pleased that the
Founders and CEO wish to remain invested in the ongoing success of Rip Curl under Kathmandu
ownership”, Kathmandu CEO, Xavier Simonet said.

Under the new Kathmandu Group, each brand will retain operational ownership of their respective
businesses, however shared support functions will be considered where operational value can be
derived. This will allow the Group to protect and preserve the strong brand identities and cultural
values associated with each of the Kathmandu, Oboz and Rip Curl brands.

Transaction Funding

The acquisition will be fully funded through a combination of equity and debt comprising:

• An underwritten 1 for 4 pro-rata accelerated entitlement offer to raise NZ$145 million (A$138
million
7
) (the Offer);
• A placement of approximately A$31 million (NZ$32 million
7
) of new Kathmandu shares to the
founders and CEO of Rip Curl (which will be subject to escrow for 12 months following
issue); and
• A$220 million (NZ$231 million
7
) from new senior secured debt facilities.

The funding strategy for the transaction reflects Kathmandu’s commitment to maintain a strong
balance sheet and financial flexibility, with pro forma net debt / FY19 EBITDA as at 31 July 2019 of
approximately 1.5x. Kathmandu expects to subsequently delever to a target leverage range of 0.9 –
1.1x by the end of FY21. The new senior secured debt facilities are fully underwritten by Credit
Suisse AG, Sydney Branch.

The pro-rata accelerated entitlement offer structure also gives current shareholders the opportunity
to participate on an equitable basis and in priority to other prospective investors. Reflecting their
commitment to the Company, all Kathmandu Directors who are current shareholders of the
Company intend to participate in the Offer and intend to vote all shares held or controlled by them in
favour of the resolution to approve the acquisition.

Jarden Securities Limited and Credit Suisse (Australia) Limited are Joint Lead Managers and
Bookrunners for the Offer, which is fully underwritten by Jarden Partners Limited, Credit Suisse
(Australia) Limited and Deutsche Craigs Limited.

The transaction will require shareholder approval at a Special Meeting of shareholders to be held in
Sydney at 12.00pm (NZDT) (10.00am (AEDT)) on Friday, 18 October 2019, notice of which is
released to the NZX and ASX today. Shareholders who cannot attend the Special Meeting in person
will be able to participate online, as detailed in the Notice of Meeting.

7
Based on an AUD/NZD exchange rate of 1.05.

Kathmandu Holdings Ltd
223 Tuam Street, Christchurch 8011 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
kathmanduholdings.com
Transaction completion is expected to occur by the end of calendar year 2019, subject to
shareholder approval and customary closing requirements.

Pro-rata 1 for 4 Accelerated Entitlement Offer

Kathmandu will raise gross proceeds of NZ$145 million via an underwritten pro-rata accelerated
entitlement offer.

Under the Offer, eligible shareholders may subscribe for 1 new ordinary share for every 4 existing
shares held as at 8.00pm (NZDT) or 5.00pm (AEST) on the Record Date of Thursday, 3 October
2019, at an application price of NZ$2.55 per new share (or A$2.37 per new share for Australian
retail shareholders).

The application price reflects a 14.4% discount to NZ$2.98, being the volume weighted average
price (ex-dividend) of Kathmandu’s shares traded on the NZX for the last five trading days prior to 1
October 2019, and a 13.6% discount to the theoretical ex-entitlement price of NZ$2.95.

Eligible retail shareholders have until 21 October 2019 to subscribe for new shares, while the
institutional component of the Offer will be accelerated and complete on 3 October 2019. Online
application is strongly encouraged given the potential for delay with the postal system. Furthermore,
eligible retail shareholders will be given the opportunity to apply for additional shares not taken up by
other shareholders.

Under the Offer, there will be no trading of entitlements. Instead, new shares not taken up or
attributable to ineligible shareholders will be offered through bookbuilds run by the Joint Lead
Managers. Any premium achieved above the application price for the new shares in the bookbuilds
will be shared on a pro-rata basis (with no brokerage costs deducted) between those shareholders
who do not exercise their entitlements or who are ineligible to do so. Those shareholders who do not
exercise their entitlements, or who are ineligible to do so, will however have their shareholdings
diluted.

On 18 September 2019, Kathmandu declared a final dividend of NZ$0.12 per share in respect of the
financial year ending 31 July 2019, with a record date of 30 September 2019. New shares issued
under the Offer will not be eligible to receive that dividend.

Indicative Timetable

The timetable below is indicative only and subject to change. Kathmandu reserves the right to alter
the below dates at its full discretion and without prior notice, subject to the relevant ASX and NZX
Listing Rules.

Important dates

General
Announcement and Trading Halt Tuesday, 1 October 2019
Record Date for Entitlement Offer Thursday, 3 October 2019
Notice of Special Meeting despatched to shareholders Thursday, 3 October 2019
Special Meeting Friday, 18 October 2019
Institutional Entitlement Offer
Institutional Entitlement Offer opens Tuesday, 1 October 2019
Institutional Entitlement Offer closes Wednesday, 2 October 2019
Institutional Shortfall bookbuild closes Thursday, 3 October 2019
Institutional Offer settlement (ASX) Thursday, 10 October 2019

---

Kathmandu Holdings Limited
Acquisition of Rip Curl
VOTE IN FAVOUR
Letter from the Chair
1 October 2019
Today, Kathmandu has announced that it has entered into
an agreement to acquire 100% of the shares in Rip Curl Group
Pty Limited (“Rip Curl”) for A$350 million (NZ$368 million
1
).
On behalf of the Directors of Kathmandu, I am pleased to
outline the opportunity before us and to recommend that all
shareholders vote in favour of the proposed transaction.
The Proposed Transaction
Rip Curl is an iconic and authentic global action sports brand
born at Bells Beach, Australia, in 1969. Founded by surfer
friends Brian Singer and Douglas Warbrick, Rip Curl’s vision
is to be regarded as “the Ultimate Surfing Company” in all
that it does.
Rip Curl designs, manufactures, wholesales and retails surfing
equipment and apparel via a multi-channel model, and
has a global presence across Australia, New Zealand, North
America, Europe, South East Asia and Brazil.
Similar to Kathmandu’s core outdoor products category, the
surf products market has a stable, committed core consumer,
with steady growth in participation and spending. Rip Curl’s
brand strength and focus on core technical surf products in
key growth categories positions it well within this market.
The acquisition of Rip Curl is an opportunity for Kathmandu
to considerably diversify its geographic footprint, channels
to market and seasonality profile, and creates a NZ$1.0
billion
2
outdoor and action sports company anchored by two
iconic Australasian brands. There is strong cultural alignment
between the two brands and a shared focus on technical
and functional products. Kathmandu expects a number of
benefits to be delivered by the acquisition, including:
• Increased geographic diversification and
addressable market;
• Enhanced access to commercial channels, including the
ability to leverage Rip Curl’s wholesale expertise;
1. Based on an AUD/NZD exchange rate of 1.05.
2. Based on Kathmandu’s statutory revenue for the financial year ending 31 July 2019, and Rip Curl’s pro forma normalised revenue for the financial year
ending 30 June 2019 (where pro forma normalised revenue is based on Rip Curl’s statutory revenue per its audited financial statements, adjusted for the
impact of certain structural changes in the business as detailed further in the Transaction Summary accompanying this letter).
3. EPS accretion has been calculated by comparing Kathmandu’s budgeted standalone FY20 EPS (calculated assuming that the acquisition does not occur,
and adjusted for the impact of the pro rata accelerated entitlement offer) against the Combined Group pro forma FY20 EPS excluding any synergies and
one-off transaction costs (for further details, refer to the Transaction Summary accompanying this letter).
• Seasonal balance achieved through complementary
winter / outdoor and summer / beach product focus;
• Scale benefits through a combined footprint of 341 owned
retail stores, 254 licensed stores and over 7,300 wholesale
doorways globally; and
• Significant opportunities to drive top line growth and
profit across geographies and commercial channels.
The acquisition is expected to deliver meaningful EPS
accretion for Kathmandu shareholders, with FY20 pro
forma EPS accretion in excess of 10% (pre-synergies)
3
. There
is potential for further upside over time as synergies are
assessed and identified post-acquisition.
Shareholder Approval Required
Kathmandu will hold a shareholder meeting to approve the
acquisition at 12.00pm (NZDT) (10.00am (AEDT)) on Friday,
18 October 2019 at Dexus Place, Auditorium, Level 5,
1 Margaret Street, Sydney, Australia.
Ahead of the meeting, the directors encourage you to
carefully read the presentation detailing the proposed
transaction accompanying this letter (the Transaction
Summary). The Transaction Summary includes details of the
rationale for the proposed acquisition of Rip Curl, the key risks
involved and the terms of the proposed transaction.
The Transaction Summary provides more details on the
benefits outlined above and the financial profile of the
combined group. In addition to the Transaction Summary, a
formal notice of meeting accompanies this letter. We are also
seeking approval to make some procedural amendments to
our constitution to reflect the new NZX Listing Rules (which
are unrelated to the proposed acquisition), and you can find
details about those changes in the notice of meeting.
On behalf of the board of directors, I encourage you to cast
your vote in favour of the acquisition, and to change our
constitution. If you wish to do so, you can attend the meeting
in person, or cast a postal or proxy vote in advance of the
meeting. If you wish to vote in advance of the meeting, it
is important that your vote is received by 12.00pm (NZDT)
(1 0.0 0 a m (A E DT )) on Wednesday, 16 October 2019 to ensure

that your voice is heard. Shareholders who cannot attend
in person will be able to participate online by going to
www.virtualmeeting.co.nz/kmdsm19.
Further details on how to vote and where to return your
proxy/postal voting form are included on the form itself,
as well as in the notice of meeting.
Funding
The acquisition will be funded through a combination of
equity and debt comprising:
• An underwritten 1 for 4 pro-rata accelerated entitlement
offer to raise NZ$145 million (A$138 million
1
) (the Offer);
• A placement of approximately A$31 million (NZ$32
million
1
) of new Kathmandu shares to the founders and
CEO of Rip Curl (which will be subject to escrow for 12
months following issue); and
• A$220 million (NZ$231 million
1
) from new debt facilities,
fully underwritten and arranged by Credit Suisse AG,
Sydney Branch.
It was important for the Board that the Offer be structured
to allow current shareholders the opportunity to participate
on an equitable basis and in priority to other prospective
investors. A pro-rata entitlement offer gives existing
shareholders that right. If you are eligible to participate in
the Offer, you will be separately sent a copy of the Offer
Document and an Application Form which sets out further
details in relation to the Offer.
Under the Offer, eligible shareholders may subscribe for 1
new ordinary share for every 4 existing shares held as at
8.00pm (NZDT) or 5.00pm (AEST) on the Record Date of
Thursday, 3 October 2019, at an application price of NZ$2.55
per new share (or A$2.37 per new share for Australian retail
shareholders).
The application price reflects a 14.4% discount to NZ$2.98,
being the volume weighted average price (ex-dividend) of
Kathmandu’s shares traded on the NZX for the last five
trading days prior to 1 October 2019, and a 13.6% discount to
the theoretical ex-entitlement price of NZ$2.95.
Eligible retail shareholders have until 21 October 2019 to
subscribe for new shares, while the institutional component of
the Offer will be accelerated and complete on 3 October 2019.
Online application is strongly encouraged given the potential
for delay with the postal system. Furthermore, eligible retail
shareholders will be given the opportunity to apply for
additional shares not taken up by other shareholders.
Under the Offer, there will be no trading of entitlements.
Instead, new shares not taken up or attributable to ineligible
shareholders will be offered through bookbuilds run by the
Joint Lead Managers (Jarden Securities Limited and Credit
Suisse (Australia) Limited). Any premium achieved above
the application price for the new shares in the bookbuilds
will be shared on a pro-rata basis (with no brokerage costs
deducted) between those shareholders who do not exercise
their entitlements or who are ineligible to do so. Those
shareholders who do not exercise their entitlements, or who
are ineligible to do so, will however have their shareholdings
diluted.
The Offer is fully underwritten by Jarden Partners Limited,
Credit Suisse (Australia) Limited and Deutsche Craigs Limited
4
.
Reflecting their commitment to the company, I am also
pleased to confirm that all Kathmandu directors who are
current shareholders of Kathmandu intend to participate in
the Offer. All Kathmandu directors intend to vote all shares
held or controlled by them in favour of the resolution to
approve the acquisition.
On behalf of the Board, I welcome your consideration of the
acquisition and participation in this Offer.
Thank you for your continued support.
Yours Sincerely,
David Kirk
Chairman
4. Deutsche Craigs Limited is a wholly owned subsidiary of Craigs Investment Partners Limited (CIP). The role of the Underwriter may be performed by
Deutsche Craigs Limited or CIP (as the NZX Participant firm) or any of their successors and assigns, as appropriate, and those entities shall have the
rights and benefits of the Underwriters.

---

Offer
Document
1 for 4 Accelerated Entitlement Offer of New Shares
1 October 2019
KATHMANDU HOLDINGS LIMITED
This Offer Document is an important document. You should
read the entire document before deciding what action
to take with respect to your Entitlements. If you have
any doubts as to what you should do, please consult your
broker, financial, investment or other professional advisor.

3KATHMANDU OFFER DOCUMENT
Contents
Important Notice
Part 1: Offer at a Glance
Part 2: Important Dates
Part 3: Details of the Offer
Part 4: Glossary
Part 5: Directory
4
7
9
11
19
23

Important Notice
General Information
The Offer is made under the exclusion in clause 19
of Schedule 1 of the Financial Markets Conduct Act
2013 and pursuant to the provisions of section 708AA
of the Corporations Act 2001 (Cth) (as modified by
ASIC Corporations (Non-
Traditional Rights Issues)
Instrument 2016/84 and ASIC Instrument 19-0895)
.
This Offer Document is not a product disclosure statement
or other disclosure document for the purposes of the FMCA,
the Corporations Act or any other law, has not been lodged
with the Financial Markets Authority or ASIC, and does not
contain all of the information that an investor would find in a
product disclosure statement or other disclosure document,
or which may be required in order to make an informed
investment decision about the Offer or Kathmandu.
Additional information available
under Kathmandu’s continuous
disclosure obligations
Kathmandu is subject to continuous disclosure
obligations under the NZX Listing Rules. You can
find market releases by Kathmandu at nzx.com
and at asx.com.au under the code “KMD”
.
Kathmandu may, during the period of the Offer, make
additional releases to the NZX and the ASX. To the maximum
extent permitted by law, no release by Kathmandu to the NZX
or the ASX will permit an applicant to withdraw any previously
submitted application without Kathmandu’s prior consent.
Offering Restrictions
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or to any
person to whom, it would not be lawful to make such an
offer or invitation.
This Offer Document may not be sent or given to any
person who is not an Eligible Shareholder or an Institutional
Investor in circumstances in which the Offer or distribution
of this Offer Document would be unlawful. The distribution
of this Offer Document (including an electronic copy)
outside New Zealand or Australia may be restricted by law.
In particular, this Offer Document may not be distributed
to any person, and the New Shares may not be offered or
sold, in any country outside of New Zealand or Australia
except to Institutional Investors or as Kathmandu may
otherwise determine in compliance with applicable laws.
4KATHMANDU OFFER DOCUMENT

Neither the Entitlements nor the New Shares have been,
or will be, registered under the US Securities Act of 1933, as
amended (US Securities Act) or the securities laws of any
state or other jurisdiction of the United States. Accordingly,
the Entitlements may not be issued to, or taken up or
exercised by, and the New Shares may not be offered or
sold, directly or indirectly, to persons in the United States or
to persons acting for the account or benefit of a person in
the United States (to the extent such persons hold Existing
Shares and are acting for the account or benefit of a
person in the United States), except in transactions exempt
from, or not subject to, the registration requirements of
the US Securities Act and the applicable securities laws
of any state or other jurisdiction of the United States.
The Entitlements and the New Shares to be offered and
sold in the Retail Entitlement Offer pursuant to this Offer
Document may only be offered and sold outside the United
States in “offshore transactions” (as defined in Rule 902(h)
under the US Securities Act), in reliance on Regulation S.
Further details on the offering restrictions
that apply are set out in Part Four.
If you come into possession of this Offer Document, you
should observe any such restrictions. Any failure to comply
with such restrictions may contravene applicable securities
law. Kathmandu disclaims all liability to such persons.
Changes to the Offer
Subject to the NZX Listing Rules, Kathmandu reserves the
right to alter the dates set out in this Offer Document.
Additionally, Kathmandu reserves the right to withdraw all
or any part of the Offer (either generally or in particular
cases) and the issue of New Shares at any time before
the Allotment Date at its absolute discretion.
No Guarantee
No guarantee is provided by any person in relation to
the New Shares to be issued pursuant to the Offer.
Likewise, no warranty is provided with regard to the
future performance of Kathmandu or any return on any
investments made pursuant to this Offer Document.
Decision to Participate in the Offer
The information in this Offer Document does not constitute a
recommendation to acquire or invest in New Shares nor does
it amount to financial product advice. This Offer Document
has been prepared without taking into account the particular
needs or circumstances of any investor, including an investor’s
investment objectives, financial and/or tax position.
Privacy
Any personal information provided by Eligible Shareholders
on the Entitlement and Acceptance Form or via the
online application will be held by Kathmandu or the
Registrar at the addresses set out in the Directory.
Kathmandu and/or the Registrar may store your personal
information in electronic format, including in online storage or
on a server or servers which may be located in New Zealand,
Australia or overseas. The information will be used for the
purposes of administering your investment in Kathmandu.
This information will only be disclosed to third parties with
your consent or if otherwise required or permitted by law.
Under the New Zealand Privacy Act 1993 and the Australian
Privacy Act 1988 (Cth), you have the right to access and
correct any personal information held about you.
Enquiries
Enquiries about the Offer can be directed to an NZX Primary
Market Participant, or your solicitor, accountant or other
professional adviser. If you have any questions about the
number of New Shares shown on the Entitlement and
Acceptance Form that accompanies this Offer Document,
or how to apply online or complete the Entitlement and
Acceptance Form, please contact the Registrar.
Defined Terms
Capitalised terms used in this Offer Document have the
specific meaning given to them in the Glossary at Part Five
of this Offer Document.
5KATHMANDU OFFER DOCUMENT

6KATHMANDU OFFER DOCUMENT

IssuerKathmandu Holdings Limited
The OfferInstitutional Entitlement Offer and Retail Entitlement Offer
A pro rata entitlement offer of 1 New Share for every 4 Existing Shares held by an Eligible
Shareholder at 8:00pm (NZDT) or 5:00pm (AEST) on the Record Date, with fractional
entitlements being rounded down to the nearest share. A shorter than usual offer period
will apply to Eligible Institutional Shareholders under the Institutional Entitlement Offer,
which will occur over the two Business Days immediately following (and including) the
date of announcement of the Offer. If an Eligible Shareholder does not take up all of its
Entitlements, its current shareholding will be diluted as a result of the issue of New Shares.
Institutional Bookbuild and Retail Bookbuild
Entitlements cannot be traded on the NZX Main Board, the ASX or otherwise
privately transferred.
Entitlements not taken up by Eligible Shareholders, or which would have been issued to
Ineligible Shareholders had they been entitled to participate, will be offered for sale through
Bookbuilds run by the Lead Managers.
Any Premium realised for those Entitlements in the Bookbuilds will be paid (net of any
applicable withholding tax) on a pro rata basis to those Shareholders who do not take up all
of their Entitlements or who are ineligible to do so by virtue of being an Ineligible Shareholder.
Bookbuilds
There will be a bookbuild for the Institutional Entitlement Offer (with any Institutional
Premium realised for the Entitlements in the Institutional Bookbuild shared on a
pro rata basis by Eligible Institutional Shareholders who do not take up all of their
Entitlements and Ineligible Institutional Shareholders) which will be offered to
Institutional Investors, and a separate Bookbuild for the Retail Entitlement Offer
(with any Retail Premium realised for the Entitlements in the Retail Bookbuild shared
on a pro rata basis by Eligible Retail Shareholders who do not take up all of their
Entitlements and Ineligible Retail Shareholders) which will be offered to Eligible Retail
Shareholders who take up their Entitlements in full and Institutional Investors.
There is no guarantee that there will be any Premium realised for the Entitlements
offered for sale in the Bookbuilds, and the Premium realised (if any) in the Institutional
Bookbuild may be different from the Premium realised (if any) in the Retail Bookbuild.
Application PriceNZ$2.55 (or the A$ Price) per New Share.
Existing Shares
currently on issue
226,739,717 Existing Shares.
Maximum number of
New Shares being offered
56,684,929 New Shares (subject to rounding).
Offer sizeThe approximate amount to be raised under the Offer is NZ$145 million.
New SharesThe same class as, and ranking equally with, Existing Shares.
Part 1:
Offer at a Glance
7KATHMANDU OFFER DOCUMENT

Eligible Retail ShareholdersYou are an Eligible Retail Shareholder if, as at 8:00pm (NZDT) or 5:00pm (AEST) on the
Record Date, you are recorded in Kathmandu’s share register as a Shareholder and:
(a) your address is shown in Kathmandu’s share register
as being in New Zealand or Australia; or
(b) Kathmandu considers, in its discretion, you may be treated as an Eligible Retail Shareholder,
and you are not in the United States and not acting for the account or benefit
of a person in the United States and not an Institutional Shareholder.
How to applyEligible Retail Shareholders
Applications must be made:
(a) online at www.kathmandushares.com; or
(b) by completing the personalised Entitlement and Acceptance Form and returning it to the
Registrar together with payment.
If a postal application is made please allow plenty of time for it to be
received by us. It can take up to 5 business days to be received.
Eligible Institutional Shareholders
The Lead Managers will contact Eligible Institutional Shareholders and advise them of the
terms and conditions of participation in the Offer and to confirm their application process.
UnderwritingThe Offer is fully underwritten by the Underwriters.
8KATHMANDU OFFER DOCUMENT

Institutional Entitlement Offer and Institutional Bookbuild
This timetable is relevant to participants in the Institutional Entitlement Offer and Institutional Bookbuild. Eligible Retail
Shareholders should refer to the important dates for the Retail Entitlement Offer and Retail Bookbuild set out in the “Retail
Entitlement Offer and Retail Bookbuild” table on the following page.
Key EventDate
1
Trading halt commences on the NZX Main Board and the ASX (pre-market open)Tuesday, 1 October 2019
Institutional Entitlement Offer opens at 10.00am (NZDT) or 7.00am (AEST)Tuesday, 1 October 2019
Institutional Entitlement Offer closes at 4.00pm (NZDT) or 1.00pm (AEST)Wednesday, 2 October 2019
Institutional Bookbuild opens at 6.00pm (NZDT) or 3.00pm (AEST)Wednesday, 2 October 2019
Institutional Bookbuild closes at 5.00pm (NZDT) or 2.00pm (AEST)Thursday, 3 October 2019
Record Date 8.00pm (NZDT) or 5.00pm (AEST)Thursday, 3 October 2019
Announce Institutional Bookbuild pricing and results of Institutional Entitlement Offer
(pre-market open).
Trading halt lifted by open of trading on the NZX Main Board and ASX.
Friday, 4 October 2019
Settlement of Institutional Entitlement Offer and Institutional Bookbuild on ASX.Thursday, 10 October 2019
Settlement of Institutional Entitlement Offer and Institutional Bookbuild on
the NZX Main Board and commencement of trading of allotted New Shares
on the NZX Main Board and ASX.
Friday, 11 October 2019
1. The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are indicative only.
All times and dates refer to NZ time (unless otherwise specified). Kathmandu reserves the right to amend the timetables (including
by extending the closing dates for the Offer or accepting late Applications, either generally or in particular cases) subject to the NZX
Listing Rules. Any extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares.
Part 2:
Important Dates
9KATHMANDU OFFER DOCUMENT

Retail Entitlement Offer and Retail Bookbuild
The timetable immediately below is relevant to participants in the Retail Entitlement Offer and Retail Bookbuild. Eligible
Institutional Shareholders should refer to the important dates for the Institutional Entitlement Offer and Institutional Bookbuild
set out in the “Institutional Entitlement Offer and Institutional Bookbuild” table above.
Key EventDate
2
Record Date 8.00pm (NZDT) or 5.00pm (AEST)Thursday, 3 October 2019
Expected dispatch of the Offer Document and Entitlement and Acceptance FormsFriday, 4 October 2019
Retail Entitlement Offer opensFriday, 4 October 2019
Retail Entitlement Offer closes at 5.00pm (NZDT) or 3.00pm (AEDT) (last day
for online applications, or for receipt of the Acceptance Form, with payment)
Monday, 21 October 2019
Announce results for Retail Entitlement Offer
Trading halt commences on the NZX Main Board and the ASX (pre-market open)
Retail Bookbuild opens
Wednesday, 23 October 2019
Retail Bookbuild closesWednesday, 23 October 2019
Announce results of Retail Bookbuild (pre-market open)
Trading recommences on NZX Main Board and ASX
Thursday, 24 October 2019
Settlement of Retail Entitlement Offer and Retail Bookbuild on ASXFriday, 25 October 2019
Settlement of Retail Entitlement Offer and Retail Bookbuild
on the NZX Main Board and commencement of trading of
allotted New Shares on the NZX Main Board and ASX
Tuesday, 29 October 2019
Despatch of holding statements for New Shares
issued under the Retail Entitlement Offer
Tuesday, 29 October 2019
Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms or apply via the online
application process as soon as possible. No cooling-off rights apply to applications submitted under the Offer.
2. The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are indicative only.
All times and dates refer to NZ time (unless otherwise specified). Kathmandu reserves the right to amend the timetables (including
by extending the closing dates for the Offer or accepting late Applications, either generally or in particular cases) subject to the NZX
Listing Rules. Any extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares.

The Offer
The Offer is an offer of New Shares to Eligible Shareholders
under a pro rata accelerated entitlement offer. Under the
Offer, Eligible Shareholders are entitled to subscribe for 1 New
Share for every 4 Existing Shares held at 8:00 pm (NZDT) or
5:00 pm (AEST) on the Record Date. The New Shares will be
the same class as, and will rank equally with, Existing Shares
which are quoted on the NZX Main Board and ASX. It is a
term of the Offer that Kathmandu will take any necessary
steps to ensure that the New Shares are, immediately
after issue, quoted on the NZX Main Board and ASX.
If you are an Eligible Shareholder you may take up all or some
of your Entitlements or do nothing with all or some of your
Entitlements. If you are an Eligible Shareholder and you do
not take up all of your Entitlements, your current shareholding
will be diluted as a result of the issue of New Shares.
The maximum number of New Shares being offered under
the Offer is 56,684,929 New Shares (subject to rounding).
Kathmandu will raise a total of approximately NZ$145
million through the Offer, which is fully underwritten by
the Underwriters.
Application Price
The Application Price is NZ$2.55 (or the A$ Price) per
New Share.
The A$ Price is A$2.37 per New Share. The Australian dollar
price of A$2.37 has been set by Kathmandu taking into
account the NZ$:A$ exchange rate published by the Reserve
Bank of New Zealand on its website for 30 September 2019.
The Application Price must be paid in full on application.
Payment of the Application Price must be made, for
the Retail Entitlement Offer, together with a completed
Entitlement and Acceptance Form delivered (either by mail,
delivery or email) to the Registry in accordance with the
instructions set out in the Entitlement and Acceptance
Form or in accordance with the online application process.
If you elect to apply for New Shares using New Zealand
Dollars, any New Shares issued to you will be issued on
Kathmandu’s NZX branch register. If you elect to apply for
New Shares using the A$ Price, any New Shares issued to
you will be issued on Kathmandu’s ASX branch register.
Kathmandu may accept late applications and
application monies, but it has no obligation to do so.
Kathmandu may accept or reject (at its discretion) any
Entitlement and Acceptance Form or online application
which it considers is not completed correctly, and may
correct any errors or omissions on any Entitlement
and Acceptance Form or the online application.
Part 3:
Details of the Offer
An application may not be withdrawn without
Kathmandu’s prior consent once submitted.
Application monies received will be held in a trust account
with the Registry until the corresponding New Shares
are allotted or the application monies are refunded.
Interest earned on the application monies will be for the
benefit, and remain the property, of Kathmandu and
will be retained by Kathmandu whether or not the issue
of New Shares takes place. Any refunds of application
monies (without interest) will be made within 10 Business
Days of allotment (or the date that the decision not to
accept an application is made, as the case may be).
Withdrawal
Subject to Kathmandu’s compliance with all applicable laws,
Kathmandu reserves the right to withdraw the Offer at any
time at its absolute discretion. (including if shareholder
approval is not obtained for the Proposed Transaction, or
the Proposed Transaction otherwise will not proceed). If any
Application is not accepted, all applicable application monies
will be refunded, without interest, to the relevant Shareholder.
Overview of the Offer
Kathmandu will raise a total of approximately NZ$145
million through the Offer, which is fully underwritten by the
Underwriters. The maximum number of New Shares that are
being offered under the Offer is 56,684,929 New Shares.
The Offer comprises the following components:
• the Institutional Entitlement Offer;
• the Institutional Bookbuild;
• the Retail Entitlement Offer; and
• the Retail Bookbuild,
in each case, as described in further detail below.
Purpose of the Offer
Kathmandu intends that the proceeds raised from the Offer
will be applied, together with additional debt funding, to fund
the Proposed Transaction and associated transaction costs.
The Institutional Entitlement Offer
Overview of the Institutional Entitlement Offer
Kathmandu is offering Eligible Institutional Shareholders
the opportunity to subscribe for 1 New Share for every 4
Existing Shares held as at 8:00 pm (NZDT) or 5:00 pm (AEST)
11KATHMANDU OFFER DOCUMENT

on the Record Date, at an Application Price of NZ$2.55 (or
the A$ Price). This ratio and the Application Price are the
same as for the Retail Entitlement Offer. The Lead Managers
will seek to approach Eligible Institutional Shareholders,
who may take up all, part or none of their Entitlements.
The Institutional Entitlement Offer opens at 10:00 am (NZDT)
or 7:00 am (AEST) on 1 October 2019 and closes at 4.00
pm (NZDT) or 1.00 pm (AEST) on 2 October 2019 (subject
to Kathmandu’s right to modify these dates or times).
Entitlements will not be quoted and cannot be traded
on the NZX Main Board, the ASX or privately transferred.
However, Ineligible Institutional Shareholders and Eligible
Institutional Shareholders who have not taken up their full
Entitlement may receive some value in respect of those New
Shares not taken up if an Institutional Premium is achieved
under the Institutional Bookbuild. There is no guarantee
that any premium will be achieved, and any Institutional
Premium may be different from any Retail Premium.
Eligibility under the Institutional Entitlement Offer
The Institutional Entitlement Offer is only open to Eligible
Institutional Shareholders. Kathmandu and the Lead
Managers will determine the Shareholders who will be
treated as Eligible Institutional Shareholders for the
purpose of determining the Shareholders to whom an
offer of New Shares will be made under the Institutional
Entitlement Offer. In exercising their discretion, the Lead
Managers may have regard to a number of matters,
including legal and regulatory requirements and
logistical and registry constraints. Kathmandu and the
Lead Managers will agree on which Shareholders will
be treated as Ineligible Institutional Shareholders.
Kathmandu reserves the right to reject any application
for New Shares under the Institutional Entitlement
Offer that it considers comes from a person who
is not an Eligible Institutional Shareholder.
Acceptance of Entitlement under the
Institutional Entitlement Offer
The Lead Managers may seek to contact Eligible Institutional
Shareholders to inform them of the terms and conditions of
participation in the Institutional Entitlement Offer and seek
confirmation of their Entitlements under the Offer. Application
for New Shares by Eligible Institutional Shareholders
can only be made in accordance with that process.
Entitlements are not rounded up to a minimum holding.
The number of New Shares to which an Eligible Institutional
Shareholder is entitled under an Entitlement will, in the
case of fractions of New Shares, be rounded down to the
nearest whole number. Applications in excess of an Eligible
Institutional Shareholder’s Entitlement will not be accepted.
The Institutional Bookbuild
New Shares that are attributable to Entitlements that are
not taken up by Eligible Institutional Shareholders under
the Institutional Entitlement Offer (together with those
attributable to Entitlements of Ineligible Institutional
Shareholders) will be offered under the Institutional Bookbuild
to Institutional Investors (which may include Eligible
Institutional Shareholders whether or not they took up their
full Entitlement under the Offer). The Institutional Bookbuild
is expected to take place between 2 and 3 October 2019.
The Clearing Price under the Institutional Bookbuild
will be equal to or above the Application Price.
The proceeds from each New Share issued under the
Institutional Bookbuild (if any) will be paid as follows:
• Kathmandu will receive the Application Price for all New
Shares issued under the Institutional Bookbuild; and
• any Institutional Premium will be paid to:
(a) each Eligible Institutional Shareholder who did not take
up their Entitlement in full (with respect to the part
of the Entitlement they did not take up only); and
(b) each Ineligible Institutional Shareholder
(who will be deemed to hold the number of
Entitlements they would have received if they
were Eligible Institutional Shareholders for
the purpose of calculating the amount of any
Institutional Premium payable to them),
in proportion to their holdings of Entitlements that were not
taken up by them.
Allocations of New Shares under the Institutional Bookbuild
will be determined by Kathmandu and the Lead Managers.
Settlement of the Institutional Entitlement
Offer and the Institutional Bookbuild
Settlement of the Institutional Entitlement Offer and
the Institutional Bookbuild will occur on the Institutional
Settlement Date in accordance with arrangements advised
by the Lead Managers. Each investor remains responsible
for ensuring its own compliance with the Takeovers
Code and other applicable legislation. For the purposes
of clause 8B of the Takeovers Code (Class Exemptions)
12KATHMANDU OFFER DOCUMENT

Notice (No 2) 2001, Kathmandu confirms that, to the
best of its knowledge, Jarden Securities Limited, as the
NZX trading and advising firm appointed in relation to
the Offer, is not being prosecuted for any offence.
The Retail Entitlement Offer
Overview of the Retail Entitlement Offer
Kathmandu is offering Eligible Retail Shareholders the
opportunity to subscribe for 1 New Share for every 4 Existing
Shares held as at 8.00pm (NZDT) or 5.00pm (AEST) on the
Record Date, at an Application Price of NZ$2.55 (or the A$
Price) per New Share. This ratio and the Application Price are
the same as for the Institutional Entitlement Offer. Eligible
Retail Shareholders are sent this Offer Document together
with a personalised Entitlement and Acceptance Form
and may take up all, part or none of their Entitlements.
The Retail Entitlement Offer opens on 4 October
2019 and closes at 5.00 pm (NZDT) or 3.00pm
(AEDT) on 21 October 2019 (subject to Kathmandu’s
right to modify these dates or times).
Entitlements will not be quoted and cannot be traded
on the NZX Main Board, the ASX or privately transferred.
However, Ineligible Retail Shareholders and Eligible
Retail Shareholders who have not taken up their full
Entitlement may receive some value in respect of those
New Shares not taken up if a Retail Premium is achieved
under the Retail Bookbuild. There is no guarantee that
any premium will be achieved, and any Retail Premium
may be different from any Institutional Premium.
Eligibility under the Retail Entitlement Offer
The Retail Entitlement Offer is only open to Eligible
Retail Shareholders.
The Retail Entitlement Offer does not constitute an offer
to any person who is not an Eligible Retail Shareholder
(including any Institutional Shareholder or an Ineligible Retail
Shareholder). Any person allocated New Shares under the
Institutional Entitlement Offer or Institutional Bookbuild
does not have any entitlement to participate in the Retail
Entitlement Offer in respect of those New Shares.
Kathmandu reserves the right to reject any
application for New Shares under the Retail
Entitlement Offer that it considers comes from a
person who is not an Eligible Retail Shareholder.
Acceptance of Entitlement under
the Retail Entitlement Offer
The Entitlement and Acceptance Form distributed to Eligible
Retail Shareholders with this Offer Document sets out an
Eligible Retail Shareholder’s Entitlement to participate in
the Retail Entitlement Offer. Applications for New Shares
by Eligible Retail Shareholders can only be made on an
original Entitlement and Acceptance Form sent with this
Offer Document or via an online application at www.
kathmandushares.com.
Entitlements are not rounded up to a minimum holding. The
number of New Shares to which an Eligible Retail Shareholder
is entitled under an Entitlement will, in the case of fractions of
New Shares, be rounded down to the nearest whole number.
Eligible Retail Shareholders are not obliged to subscribe
for any or all of the New Shares to which they are entitled
under the Offer. They may take up some or all of their
Entitlement or allow some or all of their Entitlement to lapse.
Any person outside New Zealand or Australia who takes
up an Entitlement in the Retail Entitlement Offer (and
therefore applies for New Shares) through a New Zealand
or Australian resident nominee, and their nominee, will be
deemed to have represented and warranted to Kathmandu
that the Offer can be lawfully made to their nominee
pursuant to this Offer Document. None of Kathmandu, the
Lead Managers, the Underwriters, the Registrar or any of
their respective directors, officers, employees, agents, or
advisers accept any liability or responsibility to determine
whether a person is eligible to participate in this Offer.
The Retail Bookbuild
New Shares that are attributable to Entitlements that are
not taken up by Eligible Retail Shareholders under the Retail
Entitlement Offer (together with those attributable to
Entitlements of Ineligible Retail Shareholders) will be offered
under the Retail Bookbuild to Eligible Retail Shareholders who
take up their Entitlements in full, and Institutional Investors.
The Retail Bookbuild is expected to take place on
23 October 2019.
The Clearing Price under the Retail Bookbuild will be:
• equal to or above the Application Price; and
• no more than the closing price on the NZX Main Board
for an Existing Share as at the close of trading on the
day prior to the Retail Bookbuild (unless the closing
price is less than the Issue Price, in which case the
Bookbuild Price will be equal to the Issue Price).
13KATHMANDU OFFER DOCUMENT

The proceeds from each New Share issued under the
Retail Bookbuild (if any) will be paid as follows:
• Kathmandu will receive the Application Price for all
New Shares issued under the Retail Bookbuild; and
• any Retail Premium will be paid to:
(a) each Eligible Retail Shareholder who did not take up
their Entitlement in full (with respect to the part of
the Entitlement they did not take up only); and
(b) each Ineligible Retail Shareholder (who will be
deemed to hold the number of Entitlements they
would have received if they were Eligible Retail
Shareholders for the purpose of calculating the
amount of any Retail Premium payable to them),
in proportion to their holdings of Entitlements
that were not taken up by them.
Allocations and any necessary scaling of New
Shares under the Retail Bookbuild will be determined
by Kathmandu and the Lead Managers.
Once the Clearing Price under the Retail Bookbuild has
been determined, the application monies in respect of any
applications for New Shares through the Retail Bookbuild by
Eligible Retail Shareholders will be divided by the Clearing
Price under the Retail Bookbuild to calculate the number
of New Shares that those Eligible Retail Shareholders have
applied for, rounded down to the nearest whole New Share.
Any refunds of application monies due to scaling of
applications or applications not being accepted under the
Retail Bookbuild will be made within five business days (as
defined in the Listing Rules) of allotment (without interest).
If, solely due to rounding, there is any difference between
the dollar amount of New Shares for which you apply
through the Retail Bookbuild and the value (based on the
Clearing Price) of the New Shares you receive through the
Retail Bookbuild, this will be retained by Kathmandu.
Application to participate in the Retail Bookbuild
Eligible Retail Shareholders who have taken up all of their
Entitlements in full may participate in the Retail Bookbuild
by completing Part B of the New Zealand Entitlement and
Acceptance Form , or Box C on the Australian Entitlement
and Acceptance Form, or as directed via the online
application, and applying for a dollar amount of New Shares
at the Bookbuild Price. Payment must be made for both
your Entitlements and the dollar value of New Shares
that you are applying for under the Retail Bookbuild.
If you elect to apply for your Entitlements using the A$
Price, then the dollar value of New Shares that you are
applying for under the Retail Bookbuild must also be
made in Australian dollars. Any application monies
in Australian dollars in respect of applications for New
Shares through the Retail Bookbuild will be converted to
New Zealand dollars at the prevailing A$:NZ$ exchange
rate prior to calculation of the number of New Shares
that those Eligible Retail Shareholders have applied for.
Institutional Investors may participate in the
Retail Bookbuild by contacting the Lead Managers
who will provide details as to the process to be
undertaken in relation to the Retail Bookbuild.
Payment of Premium
Any Premium will be paid in New Zealand dollars or, for those
Shareholders who receive dividends in Australian dollars, in
Australian dollars at the prevailing A$:NZ$ exchange rate,
in accordance with the direct credit payment instructions
provided by the relevant Shareholder to Kathmandu (if
any) and otherwise by cheque sent by ordinary post to
their address as recorded in Kathmandu’s share register. No
interest will be paid in respect of any Premium payable.
Nominees
If you hold Existing Shares as nominee for more than
one person, then you may (depending on the nature
of each such person) be an Eligible Institutional
Shareholder, Ineligible Institutional Shareholder, Eligible
Retail Shareholder or Ineligible Retail Shareholder with
regard to the Entitlement of each such person.
Notice to nominees and custodians
The Retail Entitlement Offer is being made to all Eligible Retail
Shareholders. Nominees with registered addresses in the
eligible jurisdictions, irrespective of whether they participated
under the Institutional Entitlement Offer, may also be able
to participate in the Retail Entitlement Offer in respect of
some or all of the beneficiaries on whose behalf they hold
existing Shares, provided that the applicable beneficiary
would satisfy the criteria for an Eligible Retail Shareholder.
Nominees and custodians who hold Shares as nominees or
custodians will receive a letter from Kathmandu. Nominees
and custodians should consider carefully the contents of
that letter and note in particular that the Retail Entitlement
Offer is not available to, and they must not purport to
accept the Retail Entitlement Offer in respect of:
14KATHMANDU OFFER DOCUMENT

(a) beneficiaries on whose behalf they hold
Existing Shares who would not satisfy the
criteria for an Eligible Retail Shareholder;
(b) Eligible Institutional Shareholders who received an offer
to participate in the Institutional Entitlement Offer
(whether they accepted their Entitlement or not);
(c) Ineligible Institutional Shareholders who were ineligible
to participate in the Institutional Entitlement Offer; or
(d) Shareholders who are not eligible under all
applicable securities laws to receive an offer
under the Retail Entitlement Offer.
In particular, persons acting as nominees for other persons
may not take up Entitlements on behalf of, or send any
documents relating to the Retail Entitlement Offer to,
any person in the United States. Persons in the United
States and persons acting for the account or benefit of
persons in the United States will not be able to exercise
Entitlements under the Retail Entitlement Offer.
Kathmandu is not required to determine whether or not any
registered holder is acting as a nominee or the identity or
residence of any beneficial owners of Shares or Entitlements.
Where any holder is acting as a nominee for a foreign person,
that holder, in dealing with its beneficiary will need to assess
whether indirect participation by the beneficiary in the Retail
Entitlement Offer is compatible with applicable foreign
laws. Kathmandu is not able to advise on foreign laws.
Overseas Shareholders
The Offer is only open to Eligible Shareholders, Institutional
Investors and persons that Kathmandu is satisfied can
otherwise participate in the Offer in compliance with
all applicable laws. Kathmandu has determined that it
is unreasonable to extend the Retail Entitlement Offer
to Ineligible Retail Shareholders and the Institutional
Entitlement Offer to Ineligible Institutional Shareholders
because of the small number of such Shareholders,
the number and value of Shares that they hold and
the cost of complying with the applicable regulations
in jurisdictions outside New Zealand and Australia.
This Offer Document is only being sent by Kathmandu
to Eligible Shareholders and Institutional Investors.
The distribution of this Offer Document (including an
electronic copy) outside New Zealand or Australia may
be restricted by law. Any failure to comply with such
restrictions may contravene applicable securities law.
Kathmandu disclaims all liability to such persons.
Nominees and custodians may not distribute any part of
this Offer Document, and may not permit any beneficial
shareholder to participate in the Offer who is located, in the
United States or any other country outside New Zealand and
Australia except to institutional and professional investors
listed in, and to the extent permitted under, this section.
Hong Kong
WARNING: This Offer Document has not been, and will not
be, registered as a prospectus under the Companies (Winding
Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong, nor has it been authorised by the Securities
and Futures Commission in Hong Kong pursuant to the
Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong (the “SFO”). No action has been taken in Hong
Kong to authorise or register this document or to permit
the distribution of this document or any documents issued
in connection with it. Accordingly, the Entitlements and the
New Shares have not been and will not be offered or sold in
Hong Kong other than to “professional investors” (as defined
in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to
the Entitlements and the New Shares has been or will
be issued, or has been or will be in the possession of any
person for the purpose of issue, in Hong Kong or elsewhere
that is directed at, or the contents of which are likely to
be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong
Kong) other than with respect to Entitlements and the
New Shares that are or are intended to be disposed of
only to persons outside Hong Kong or only to professional
investors. No person allotted Entitlements or New Shares
may sell, or offer to sell, such securities in circumstances
that amount to an offer to the public in Hong Kong within
six months following the date of issue of such securities.
The contents of this Offer Document have not been
reviewed by any Hong Kong regulatory authority. You
are advised to exercise caution in relation to the offer. If
you are in doubt about any contents of this document,
you should obtain independent professional advice.
Norway
This Offer Document has not been approved by, or
registered with, any Norwegian securities regulator under
the Norwegian Securities Trading Act of 29 June 2007.
Accordingly, this Offer Document shall not be deemed
to constitute an offer to the public in Norway within the
meaning of the Norwegian Securities Trading Act of 2007.
15KATHMANDU OFFER DOCUMENT

The Entitlements and the New Shares may not be
offered or sold, directly or indirectly, in Norway except to
“professional clients” (as defined in Norwegian Securities
Regulation of 29 June 2007 no. 876 and including non-
professional clients having met the criteria for being
deemed to be professional and for which an investment
firm has waived the protection as non-professional in
accordance with the procedures in this regulation).
Singapore
This Offer Document and any other materials relating to the
Entitlements and the New Shares have not been, and will
not be, lodged or registered as a prospectus in Singapore
with the Monetary Authority of Singapore. Accordingly,
this Offer Document and any other document or materials
in connection with the offer or sale, or invitation for
subscription or purchase, of Entitlements and New Shares,
may not be issued, circulated or distributed, nor may the
Entitlements and New Shares be offered or sold, or be made
the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore
except pursuant to and in accordance with exemptions
in Subdivision (4) Division 1, Part XIII of the Securities
and Futures Act, Chapter 289 of Singapore (the “SFA”),
or as otherwise pursuant to, and in accordance with the
conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that
you are (i) an existing holder of the Company’s shares,
(ii) an “institutional investor” (as defined in the SFA) or
(iii) an “accredited investor” (as defined in the SFA). In
the event that you are not an investor falling within any
of the categories set out above, please return this Offer
Document immediately. You may not forward or circulate
this Offer Document to any other person in Singapore.
Any offer is not made to you with a view to the Entitlements
or the New Shares being subsequently offered for sale
to any other party. There are on-sale restrictions in
Singapore that may be applicable to investors who acquire
Entitlements or New Shares. As such, investors are advised
to acquaint themselves with the SFA provisions relating to
resale restrictions in Singapore and comply accordingly.
Switzerland
The Entitlements and the New Shares may not be publicly
offered in Switzerland and will not be listed on the SIX Swiss
Exchange or any other stock exchange or regulated trading
facility in Switzerland. Neither this Offer Document nor
any other offering material relating to the New Shares (i)
constitutes a prospectus or a similar notice as such terms
are understood under art. 652a, art. 752 or art. 1156 of the
Swiss Code of Obligations or a listing prospectus within
the meaning of art. 27 et seqq. of the SIX Listing Rules or
(ii) has been or will be filed with or approved by any Swiss
regulatory authority. In particular, this Offer Document
will not be filed with, and the offer of the Entitlements
and the New Shares will not be supervised by, the Swiss
Financial Market Supervisory Authority (FINMA).
Neither this Offer Document nor any other offering material
relating to the New Shares may be publicly distributed
or otherwise made publicly available in Switzerland. The
Entitlements and the New Shares will only be offered to
regulated financial intermediaries such as banks, securities
dealers, insurance institutions and fund management
companies as well as institutional investors with professional
treasury operations. This Offer Document is personal to the
recipient and not for general circulation in Switzerland.
United Kingdom
Neither this Offer Document nor any other document
relating to the Offer has been delivered for approval to
the Financial Conduct Authority in the United Kingdom
and no prospectus (within the meaning of section 85 of
the Financial Services and Markets Act 2000, as amended
(“FSMA”)) has been published or is intended to be published
in respect of the Entitlements or the New Shares.
This Offer Document is issued on a confidential basis to
“qualified investors” (within the meaning of section 86(7)
of the FSMA) in the United Kingdom, and these securities
may not be offered or sold in the United Kingdom by
means of this Offer Document, any accompanying letter
or any other document, except in circumstances which
do not require the publication of a prospectus pursuant
to section 86(1) of the FSMA. This Offer Document
should not be distributed, published or reproduced, in
whole or in part, nor may its contents be disclosed by
recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) received in
connection with the issue or sale of the Entitlements or the
New Shares has only been communicated or caused to be
communicated and will only be communicated or caused to
be communicated in the United Kingdom in circumstances in
which section 21(1) of the FSMA does not apply to Kathmandu.
In the United Kingdom, this document is being distributed
only to, and is directed at, persons (i) who have professional
experience in matters relating to investments falling within
Article 19(5) (investment professionals) of the Financial
16KATHMANDU OFFER DOCUMENT

Services and Markets Act 2000 (Financial Promotions)
Order 2005 (“FPO”), (ii) who fall within the categories of
persons referred to in Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the FPO or
(iii) to whom it may otherwise be lawfully communicated
(together “relevant persons”). The investments to which this
Offer Document relates are available only to, and any offer or
agreement to purchase will be engaged in only with, relevant
persons. Any person who is not a relevant person should not
act or rely on this Offer Document or any of its contents.
Underwriting Agreement
Kathmandu has requested the Underwriters to underwrite
the Offer and the Underwriters have agreed to do so. This
means that the Underwriters will subscribe at the Application
Price for any New Shares that are not subscribed for by
Eligible Shareholders or Institutional Investors under the
Offer in accordance with the terms of the Underwriting
Agreement. A summary of the principal terms of the
Underwriting Agreement are set out immediately below:
• The Underwriters have the power to appoint sub-
underwriters.
• The Underwriters will be paid an agreed fee for
their services in connection with the Offer.
• The Underwriting Agreement contains termination
events, representations, warranties and indemnities
that are customary for an offer of this nature.
• The reasons why the Underwriters may terminate their
obligations under the Underwriting Agreement include
events which have, or are likely to have, a material
adverse effect on Kathmandu, the Shares or the Offer.
These may be as a result of events related to Kathmandu
or as a result of external events, such as material or
fundamental changes in financial, economic and political
conditions in certain countries or financial markets.
• If the Underwriting Agreement is terminated, a
termination fee may be payable to the Underwriters.
• Kathmandu has indemnified the Underwriters
and their respective directors, officers, partners,
employees and advisers against certain losses
sustained, suffered or incurred, arising out of or
in connection with the Offer, the allotment of the
New Shares or the Underwriting Agreement.
• For a period commencing on the date of the
Underwriting Agreement and ending six months after
the Allotment Date for the Retail Entitlement Offer,
Kathmandu and its subsidiaries will not, without
the prior written consent of the Underwriters:
– offer for sale or accept offers for any Shares or
other equity securities issued by Kathmandu;
– allot or issue any Shares or other equity
securities of Kathmandu (whether preferential,
redeemable, convertible or otherwise);
– issue or grant any right or option that entitles
the holder to call for the issue of Shares or
other equity securities by Kathmandu or that
is otherwise convertible into, exchangeable
for or redeemable by the issue of, Shares or
other equity securities by Kathmandu;
– create any debt instrument or other obligation
which may be convertible into, exchangeable
for or redeemable by, the issue of Shares or
other equity securities by Kathmandu;
– otherwise enter into any agreement whereby any
person may be entitled to the allotment and issue of
any Shares or other equity securities by Kathmandu; or
– make any announcement of an
intention to do any of the above,
other than pursuant to existing employee incentive plans
(including as may be amended or updated from time
to time), the Offer or the share sale agreement for the
Proposed Transaction; or
– dispose of or charge, or agree to dispose of or charge,
the whole or any substantial part of the business; or
– enter into any commitment that is or may be
material in the context of the Offer, the underwriting
or the quotation of Shares on the NZX and ASX,
other than as publicly disclosed or disclosed to the
Underwriters prior to the date of the Underwriting
Agreement.
Terms and Ranking of New Shares
New Shares will rank equally with, and have the same voting
rights, dividend rights and other entitlements as, Existing
Shares in Kathmandu quoted on the NZX Main Board and
ASX. Entitlements will not be quoted and cannot be traded
on the NZX Main Board, ASX or privately transferred. It is a
term of the Offer that Kathmandu will take any necessary
steps to ensure that the New Shares are, immediately
after issue, quoted on the NZX Main Board and ASX.
17KATHMANDU OFFER DOCUMENT

Kathmandu does not have a formal dividend policy.
On 18 September 2019 Kathmandu declared a final
dividend of NZ$0.12 per share in respect of the
financial year ending 31 July 2019, with a record date
of 30 September 2019. New Shares issued under the
Offer will not be eligible to receive the dividend.
NZX
The New Shares have been accepted for quotation by
NZX and will be quoted on the NZX Main Board upon
completion of allotment procedures. The NZX Main
Board is a licensed market under the FMCA. However,
NZX accepts no responsibility for any statement in this
Offer Document. It is expected that trading on the
NZX Main Board of the New Shares issued under:
• the Institutional Entitlement Offer and Institutional
Bookbuild will commence on 11 October 2019; and
• the Retail Entitlement Offer and Retail
Bookbuild will commence on 29 October 2019.
ASX
An application has or will be made to ASX for quotation
of the New Shares issued under the Offer and Kathmandu
expects that the New Shares will be quoted upon
completion of allotment procedures. It is expected that
trading on ASX of the New Shares issued under:
• the Institutional Entitlement Offer and Institutional
Bookbuild will commence on 11 October 2019; and
• the Retail Entitlement Offer and Retail Bookbuild will
commence on 29 October 2019.
ASX accepts no responsibility for any statement in this Offer
Document. The fact that ASX may approve the New Shares
for quotation is not to be taken in any way as an indication
of the merits of Kathmandu. Holding statements for New
Shares allotted under the Offer will be issued and mailed
as soon as practicable after allotment. Applicants under
the Offer should ascertain their allocation before trading
in the New Shares. Applicants can do so by contacting the
Registrar, whose contact details are set out in the Directory.
Applicants selling New Shares prior to receiving a holding
statement do so at their own risk. No person accepts any
liability or responsibility should any person attempt to
sell or otherwise deal with New Shares before the holding
statement showing the number of New Shares allotted to an
applicant is received by the applicant for those New Shares.
18KATHMANDU OFFER DOCUMENT

Part 4:
Glossary
TermDefinition
A$ Price A$2.37 per New Share.
Allotment DateIn respect of the:
(a) Institutional Entitlement Offer and Institutional Bookbuild,
11 October 2019; and
(b) Retail Entitlement Offer and Retail Bookbuild, 29 October 2019.
Application PriceNZ$2.55 (or the A$ Price) per New Share.
ASICThe Australian Securities and Investments Commission.
ASXASX Limited or the market it operates (as the context requires).
BookbuildThe Institutional Bookbuild or the Retail Bookbuild.
Business DayHas the meaning giving to that term in the NZX Listing Rules.
Clearing PriceThe price determined:
(a) in respect of the Institutional Bookbuild, through the Institutional Bookbuild
process; and
(b) in respect of the Retail Bookbuild, through the Retail Bookbuild process,
which may be equal to or above the Application Price.
Corporations ActThe Australian Corporations Act 2001 (Cth).
Eligible Institutional ShareholderA person who, as at 8.00 pm (NZDT) or 5.00 pm (AEST) on the Record Date,
was recorded in Kathmandu’s share register as being a Shareholder and:
(a) whose address is shown in Kathmandu’s share register as being in
New Zealand, Australia, Hong Kong, Norway, Singapore, United
Kingdom and Switzerland or is a person who Kathmandu is satisfied
the Institutional Entitlement Offer may be made to under all applicable
laws without the need for any registration, lodgement or other
formality (other than a formality with which Kathmandu is willing to
comply), and who is not in the United States and who is not acting
for the account or benefit of a person in the United States; and
(b) is an Institutional Investor (or the nominee of an Institutional Investor)
and is invited to participate in the Institutional Entitlement Offer.
Eligible Retail ShareholderA person who, as at 8.00 pm (NZDT) or 5.00 pm (AEST) on the Record Date,
was recorded in Kathmandu’s share register as being a Shareholder and:
(a) whose address is shown in Kathmandu’s share register as being in New
Zealand or Australia; or
(b) who Kathmandu considers, in its discretion, may be treated as an Eligible
Retail Shareholder,
and who is not in the United States and not acting for the account or benefit of a
person in the United States and is not an Institutional Shareholder.
Eligible ShareholderAn Eligible Retail Shareholder or an Eligible Institutional Shareholder.
19KATHMANDU OFFER DOCUMENT

TermDefinition
EntitlementA right to subscribe for 1 New Share for every 4 Existing Shares held at 8.00 pm
(NZDT) or 5.00 pm (AEST) on the Record Date at the Application Price, issued
pursuant to the Offer.
Entitlement and Acceptance FormThe personalised entitlement and acceptance form accompanying this Offer
Document for Eligible Retail Shareholders.
Existing ShareA Share on issue on the Record Date.
FMCAThe Financial Markets Conduct Act 2013.
Ineligible Institutional ShareholderA person who, as at 8.00 pm (NZDT) or 5.00 pm (AEST) on the Record
Date, was recorded in Kathmandu’s share register as being a Shareholder
who is not an Institutional Investor but, if the Shareholder’s address was
shown in Kathmandu’s share register as being in New Zealand, Australia,
Hong Kong, Norway, Singapore, the United Kingdom or Switzerland
would in the opinion of Kathmandu be an Institutional Investor.
Ineligible Retail ShareholderA Shareholder who is not an Institutional Shareholder or an
Eligible Retail Shareholder.
Ineligible ShareholderShareholders other than Eligible Shareholders.
Institutional BookbuildThe bookbuild process conducted by the Lead Managers under which New
Shares attributable to Entitlements that are not taken up by Eligible Institutional
Shareholders, together with New Shares attributable to Entitlements of Ineligible
Institutional Shareholders, are offered to Institutional Investors (which may
include Eligible Institutional Shareholders, whether or not they took up their full
Entitlement under the Offer).
Institutional Entitlement OfferThe offer of New Shares to Eligible Institutional Shareholders.
20KATHMANDU OFFER DOCUMENT

TermDefinition
Institutional InvestorA person:
(a) in New Zealand:
(i) in relation to the Institutional Entitlement Offer, who Kathmandu
considers is an institutional, habitual, or sophisticated investor (including a
wholesale investor as defined in the FMCA); and
(ii) in relation to the Institutional Bookbuild and Retail Bookbuild, who the
Lead Managers invite to participate in the Institutional Bookbuild or
Retail Bookbuild;
(b) in Australia, who Kathmandu or the Lead Managers reasonably believe to be
a person who is an “exempt investor” as defined in ASIC Corporations (Non-
Traditional Rights Issue) Instrument 2016/84;
(c) in Norway, who is a “professional client”, as that term is defined in Norwegian
Securities Regulation of 29 June 2007 no. 876;
(d) in Hong Kong, who Kathmandu considers is a “professional investor” as
defined in the Securities and Futures Ordinance of Hong Kong, Chapter 571 of
the Laws of Hong Kong;
(e) in Singapore, who Kathmandu considers is an “institutional investor” or an
“accredited investor”, as defined in Subdivision (4) Division 1, Part XIII of the
Securities and Futures Act, Chapter 289 of Singapore;
(f) in the United Kingdom, who Kathmandu considers is a “qualified investor”
within the meaning of section 86(7) of the United Kingdom Financial Services
and Markets Act 2000; and within the categories of persons referred to in
Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net
worth companies, unincorporated associations, etc.) of the United Kingdom
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended;
(g) in Switzerland, who Kathmandu considers is an “institutional investor”: (i)
subject to Swiss or foreign prudential supervision such as a bank, securities
dealer, insurance institution or fund management company; or (ii) with
professional treasury operations; or
(h) who Kathmandu is satisfied the Institutional Entitlement Offer may be
made to under all applicable laws without the need for any registration,
lodgement or other formality (other than a formality with which Kathmandu
is willing to comply),
and who is not in the United States and who is not acting for the account or
benefit of a person in the United States.
Institutional PremiumThe amount per New Share, if any, by which the Clearing Price in the Institutional
Bookbuild exceeds the Application Price.
Institutional Settlement DateThe date of settlement of New Shares under the Institutional Entitlement Offer
and Institutional Offer, expected to be 10 October 2019 on ASX and 11 October
2019 on NZX.
Institutional ShareholderEligible Institutional Shareholders and Ineligible Institutional Shareholders.
KathmanduKathmandu Holdings Limited (company number 2334209).
Lead ManagersJarden Securities Limited and Credit Suisse (Australia) Limited.
21KATHMANDU OFFER DOCUMENT

TermDefinition
New ShareA Share in Kathmandu offered under the Offer of the same class as, and ranking
equally in all respects with, Kathmandu’s quoted Shares at the Allotment Date.
NZXNZX Limited.
NZX Main BoardThe main board financial product market operated by NZX.
NZX Listing RulesThe listing rules of NZX in relation to the NZX Main Board (or
any market in substitution for that market) in force from time
to time, read subject to any applicable rulings or waivers.
NZX Primary Market ParticipantAny company, firm, organisation, or corporation designated or approved
as a primary market participant from time to time by NZX.
OfferThe accelerated entitlement offer of New Shares detailed in this Offer
Document, comprising the Institutional Entitlement Offer, the Institutional
Bookbuild, the Retail Entitlement Offer and the Retail Bookbuild.
Offer DocumentThis document.
PremiumThe amount per New Share, if any, by which the
Clearing Price exceeds the Application Price.
Proposed TransactionThe intended acquisition by Barrel Wave Holdings Pty Ltd, a wholly owned
subsidiary of Kathmandu, of 100% of the shares in Rip Curl Group Pty Ltd.
Record Date3 October 2019.
RegistrarLink Market Services Limited.
Retail BookbuildThe bookbuild process conducted by the Lead Managers under which
New Shares attributable to Entitlements that are not taken up by
Eligible Retail Shareholders, together with New Shares attributable to
Entitlements of Ineligible Retail Shareholders, are offered to Eligible Retail
Shareholders who have taken up all of their Entitlements in full and
Institutional Investors (which may include Eligible Institutional Shareholders
whether or not they took up their full Entitlement under the Offer).
Retail Entitlement OfferThe offer of New Shares to Eligible Retail Shareholders.
Retail PremiumThe amount per New Share, if any, by which the Clearing Price
in the Retail Bookbuild exceeds the Application Price.
ShareA fully paid ordinary share in Kathmandu.
ShareholderA registered holder of Shares.
Takeovers CodeThe Takeovers Code set out in the schedule to the Takeovers Regulations 2000.
UnderwritersJarden Partners Limited, Credit Suisse (Australia) Limited, Deutsche Craigs
Limited
3
and Craigs Investment Partners Limited.
NOTE:
• All references to time are to New Zealand time unless stated or defined otherwise.
• All references to currency are to New Zealand dollars unless stated or defined otherwise.
• All references to legislation are references to New Zealand legislation unless stated or defined otherwise.
• This Offer Document, the Offer and any contract resulting from it are governed by the laws of New Zealand, and each
applicant submits to the exclusive jurisdiction of the courts of New Zealand.
3. Deutsche Craigs Limited is a wholly owned subsidiary of Craigs Investment Partners Limited (CIP). The role of the Underwriter may be performed by
Deutsche Craigs Limited or CIP (as the NZX Participant firm) or any of their successors and assigns, as appropriate, and those entities shall have the
rights and benefits of the Lead Managers or the Underwriters.
22KATHMANDU OFFER DOCUMENT

Part 5:
Directory
Issuer
Kathmandu Holdings Limited
223 Tuam Street, Christchurch Central
Christchurch, 8011
New Zealand
Telephone: +64 3 968 6110
www.kathmandu.co.nz
New Zealand Legal Advisors
Chapman Tripp
Level 35, ANZ Centre
23-29 Albert Street
Auckland 1010
New Zealand
Australian Legal Advisors
Gadens
Level 25
Bourke Place
600 Bourke Street
Melbourne, Victoria 3000
Australia
Lead Managers and Underwriters
Jarden Securities Limited (as Lead Manager) and
Jarden Partners Limited (as Underwriter)
Level 39, ANZ Centre
23-29 Albert Street
Auckland 1010
New Zealand
Credit Suisse (Australia) Limited
(as Lead Manager and Underwriter)
1 Macquarie Place
Level 31
Sydney, NSW 2000
Australia
Deutsche Craigs Limited
(as Underwriter)
Level 36, Vero Centre
48 Shortland Street
Auckland, 1010
New Zealand
If you have any queries about the Entitlements shown on the Entitlement and Acceptance Form which accompanies this Offer
Document, or how to apply online or complete the Entitlement and Acceptance Form, please contact the Registrar at:
Share Registrar
Link Market Services Limited
NEW ZEALAND
PO Box 91976
Auckland, 1142
New Zealand
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
Telephone: +64 9 375 5998
www.linkmarketservices.co.nz
enquiries@linkmarketservices.co.nz
AUSTRALIA
Locked Bag A14
Sydney South NSW 1235
Australia
Level 12
680 George Street
Sydney NSW 2000
Telephone: +61 1300 554 474
www.linkmarketservices.com.au
23KATHMANDU OFFER DOCUMENT

KATHMANDU HOLDINGS LIMITED
OFFER DOCUMENT
kathmanduholdings.com
Design 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
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---

Notice of
Special Meeting
Acquisition of Rip Curl – VOTE IN FAVOUR
KATHMANDU HOLDINGS LIMITED

Kathmandu Holdings Limited (ARBN 139 836 918)
Notice of
Special Meeting
NOTICE IS GIVEN that a Special Meeting of Kathmandu
Holdings Limited (“the Company”) will be held at Dexus Place,
Auditorium, Level 5, 1 Margaret Street, Sydney, NSW, 2000,
Australia or online at www.virtualmeeting.co.nz/kmdsm19 on
Friday, 18 October 2019 at 12.00pm (NZDT) (10.00am (AEDT))
to consider, and if thought fit, pass the following resolutions:
Ordinary Resolution 1: Acquisition of Rip Curl — That
the shareholders of the Company ratify, confirm and
approve, including for the purposes of Rule 5.1.1(b) of the
NZX Listing Rules, for all purposes the acquisition by Barrel
Wave Holdings Pty Ltd, a wholly owned subsidiary of the
Company, of all of the shares in Rip Curl Group Pty Ltd
under the share sale agreement dated 1 October 2019.
Special Resolution 2: Amendment of Constitution
— To amend the Company’s constitution in the
manner described in the explanatory notes, with
effect from the close of the Special Meeting.
See the Explanatory Statement below for further details
relating to the resolutions.
Ordinary resolution and special 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 on the resolution).
A special resolution is a resolution passed by a majority
of 75% or more of the votes of shareholders of the
Company entitled to vote and voting on the resolution.
Addresses by Chairman and
Chief Executive Officer
Please note that for shareholders who are
unable to attend the meeting:
• the meeting will be broadcast online at
www.virtualmeeting.co.nz/kmdsm19; and
• 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 the NZX
and ASX market announcement platforms at the same
time or before they are delivered to the meeting.
Approvals
NZX has confirmed it has no objection to this
notice of meeting, but takes no responsibility for
any statement made in this notice of meeting.
By Order of the Board
Chris Kinraid
Company Secretary
1 OCTOBER 2019
3KATHMANDU NOTICE OF SPECIAL MEETING

Explanatory
Statement
Introduction
The purpose of this Explanatory Statement is to provide
shareholders with further information on the business to be
considered at the Special Meeting of Kathmandu Holdings
Limited (“the Company”) to be held on Friday, 18 October 2019.
Explanatory Note 1:
Acquisition of Rip Curl
As announced on 1 October 2019, Barrel Wave Holdings
Pty Ltd, a wholly owned subsidiary of the Company,
has agreed to acquire all of the shares in Rip Curl Group
Pty Ltd (“Rip Curl”) under a share sale agreement
dated 1 October 2019 (“the Transaction”).
The Transaction is conditional on approval by the Company’s
shareholders as an ordinary resolution. That approval
is being sought from shareholders at this meeting.
Important information about the
Transaction accompanies this notice
A presentation detailing the proposed Transaction
accompanies this notice of meeting (Transaction
Summary). The Transaction Summary includes
details of the rationale for the proposed
acquisition of Rip Curl, the key risks involved
and the terms of the proposed transaction.
You should read the Transaction Summary and
the accompanying letter from the chair in full, as
they contain important information to assist you in
determining whether to vote in favour of this resolution.
Recommendation of the Board
The Board unanimously recommends the Transaction to
shareholders for approval and encourages all shareholders
to vote in favour of the Resolution. In the Board’s view, the
Transaction is in the best interests of the Company and
its shareholders. The directors intend to vote all shares in
the Company held or controlled by them in favour of the
resolution to approve the acquisition.
Consequences if Resolution is not approved
If the Company’s shareholders do not approve the Transaction
by 31 December 2019 then the share sale agreement will be
at an end, unless all parties agree to an extension in writing.
In addition, if the Company’s shareholders do not approve
the Transaction at the Special Meeting, the underwriters
will be entitled to terminate the underwriting agreement
in relation to the accelerated entitlement offer (unless
the Company obtains the prior written consent of the
Underwriters to seek shareholder approval on a different
date). If the underwriters terminated the underwriting
agreement in these circumstances, the Company would be
required to pay a break fee of A$2 million to Rip Curl. No
break fee would be payable if completion occurred under
the share sale agreement, notwithstanding the termination
of the underwriting agreement (although the Transaction
would still remain conditional on shareholder approval
being obtained by 31 December 2019 as outlined above).
Listing Rules requirements – acquisition of assets
Under NZX Listing Rule 5.1.1 a listed issuer must obtain
shareholder approval for an acquisition of assets in respect of
4KATHMANDU NOTICE OF SPECIAL MEETING

which the “Gross Value” exceeds 50% of the issuer’s “Average
Market Capitalisation” (each as defined in the NZX Listing
Rules), or where an acquisition of assets would significantly
change the nature of the issuer’s business. The Gross Value
of the assets being acquired exceeds 50% of the Company’s
Average Market Capitalisation and therefore shareholder
approval for the Transaction is required under NZX Listing Rule
5.1.1. The Company does not consider that the Transaction
will significantly change the nature of its business.
Explanatory Note 2:
Amendment of Constitution
The NZX Listing Rules have been amended by NZX following
their review in 2018. The new NZX Listing Rules came into effect
on 1 January 2019, subject to a six-month transitional period.
They applied to the Company with effect from 15 April 2019.
A class waiver was also issued by NZX, providing that
issuers may defer updating their constitution to comply
with the new NZX Listing Rules, provided they do so at
their next Annual Meeting (or Special Meeting called by the
Board) following transition to the new NZX Listing Rules.
Accordingly, the special resolution seeks shareholder approval
to amend the Company’s constitution to comply with the
new NZX Listing Rules. The proposed amendments to the
constitution are unrelated to the proposed acquisition by
the Company of Rip Curl, which is being voted on as a
separate matter at this Special Meeting. As required by
the class waiver noted above, the proposed amendments
would have otherwise been put before shareholders
at the Company’s Annual Meeting in any event.
Shareholders can view all proposed amendments to the
constitution in marked-up form showing all proposed changes
to the existing constitution on Kathmandu’s website at
https://www.kathmanduholdings.com/investor-relations/
governance/.
The proposed amendments to the constitution are to
reflect the new NZX Listing Rules, to reflect the Company’s
transition to a foreign exempt listing on the ASX on
19 September 2019 and to make procedural changes.
The key proposed amendments are as follows:
(i) Board composition: Providing that the Company’s
board will satisfy the board composition
requirements of the NZX Listing Rules.
(ii) Director rotation: Amending the clauses relating to
director rotation to incorporate the requirements of
the Listing Rules by reference to the Listing Rules.
(iii) Proxies: Including more prescriptive
requirements relating to proxy forms.
(iv) Sale of a Minimum Holding: A procedure has been
introduced allowing for the sale of share parcels
of less than a minimum holding so as to provide
for those shares to be sold on market (including
through a broker on behalf of the Company).
(v) Managing Directors: Removing the clauses in
respect of Managing Directors as these are no
longer consistent with the NZX Listing Rules.
(vi) Interest Group quorums: Removing the specific
quorum for a meeting of an interest group, so
that the quorum for such a meeting is consistent
with other meetings of shareholders.
The proposed amendments do not impose or remove a
restriction on the Company’s activities, and accordingly no
rights arise under section 110 of the Companies Act 1993.
In accordance with the NZX Listing Rules, if there is any
provision in the Company’s constitution that is inconsistent
with the NZX Listing Rules, the NZX Listing Rules will prevail.
The Board unanimously recommends that shareholders vote
in favour of the amendments to the Company’s constitution.
5KATHMANDU NOTICE OF SPECIAL MEETING

Procedural Notes
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 7.00pm (NZDT) on Wednesday, 16 October 2019.
Shareholders attending the special meeting can vote
electronically by using the LinkVote App. To vote electronically,
a shareholder must download the LinkVote App on the
Apple App Store or Google Play Store to vote at the
meeting using your mobile phone. Alternately, a poll card
will be provided at registration for voting purposes.
Shareholders who will be attending the meeting, and who will
not be appointing a proxy, are requested to bring the proxy/
postal voting form to the meeting to assist with registration.
Shareholders who do not plan to attend the meeting
are encouraged to complete and return the proxy/postal
voting form for each of their holdings of the Company’s
shares, complete a postal vote or participate online.
Online participation
To participate online please go to www.virtualmeeting.
co.nz/kmdsm19. Shareholders participating online will
be able to ask questions during the meeting via the
chat function. Information on participating via this
function can be retrieved during the meeting through the
‘Question’ button. Please note, if you will be participating
online you will require your shareholder number, found
on your proxy form, for verification purposes.
Voting restrictions
As announced on 1 October 2019, the Company is
undertaking an accelerated entitlement offer. To the
extent that a shareholder is issued shares under the
institutional entitlement offer in reliance upon clause 8B of
the Takeovers Code (Class Exemptions) Notice (No 2) 2001
such that he, she or it holds or controls more than 20% of
the voting rights in the Company, he, she or it may not
exercise the votes attaching to those additional shares.
A shareholder in this position may cast a vote
with his, her or its shares held prior to allotment
under the institutional entitlement offer.
Proxies & Postal Votes
1. Any person entitled to attend and vote at the special
meeting may exercise the right to vote at the meeting by
being present in person, by appointing a proxy to attend
and vote in your place or by casting a postal vote. 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/postal voting form.
2. Proxy and Postal voting can also be completed
online at vote.linkmarketservices.com/KMD
New Zealand Register Holders:
You will require your CSN/Holder Number and
FIN to complete your vote.
Australian Register Holders:
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/postal voting form. If the Chairman
is not instructed how to vote on any resolution, he
will vote on, and in favour, of the resolution.
6KATHMANDU NOTICE OF SPECIAL MEETING

5. A proxy need not be a shareholder.
6. Alternatively, you may submit a postal vote by ticking
the relevant box on the proxy/postal voting form and
providing your voting direction for the resolutions.
7. If you return your proxy/postal voting 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 proxy/postal voting form.
10. A shareholder entitled to attend and vote at this
meeting is entitled to appoint not more than two proxies
(who need not be shareholders of the Company) to
attend and vote for the shareholder at the meeting.
11. If the shareholder appoints two proxies and the
appointment does not specify the proportion or
number of the shareholder’s votes each proxy
may exercise, each proxy may exercise half of the
votes. A single proxy exercises all voting rights.
12. The proxy/postal voting form must be signed by
the shareholder or the shareholder’s attorney duly
authorised in writing or if the shareholder 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/postal voting
form may be signed by either security holder.
14. Proxy/postal voting 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 12.00pm
(NZDT) or 10.00am (AEDT) on Wednesday, 16 October
2019, 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
7KATHMANDU NOTICE OF SPECIAL MEETING

KATHMANDU HOLDINGS LIMITED
NOTICE OF SPECIAL MEETING
kathmanduholdings.com
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---

ACQUISITION OF
RIP CURL AND
EQUITY RAISING
Transaction Summary
1 October 2019
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

IMPORTANT NOTICE AND DISCLAIMER
2
Disclaimer
This presentation has been prepared by Kathmandu Holdings Limited (NZ company number 2334209, ARBN 139 836 918, ticker KMD (NZX and ASX)) (the “Company”). This presentation has been
prepared in relation to: (i) the proposed acquisition by the Company of all the shares in Rip Curl Group Pty Ltd (“Rip Curl”); and (ii) the accelerated entitlement offer of new shares in the Company (the
“New Shares”) under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA) and section 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-
Traditional Rights Issues) Instrument 2016/84 and ASIC Instrument 19-0895).

Information
This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and
does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a product
disclosure statement under the FMCA or a prospectus under the Corporations Act 2001 (Cth). The historical information in this presentation is, or is based upon, information that has been released to NZX
Limited (“NZX”) and/or ASX Limited (“ASX”). This presentation should be read in conjunction with the Company’s annual report, market releases and other periodic and continuous disclosure
announcements, which are available at www.nzx.com and www.asx.com.au or https://www.kathmanduholdings.com.

Any decision to acquire New Shares should be made on the basis of the separate offer document to be lodged with NZX (the “Offer Document”). Any Eligible Shareholder who wishes to participate in the
offer should review the Offer Document and apply in accordance with the instructions set out in the Offer Document and Entitlement and Acceptance Form accompanying the Offer Document or as
otherwise communicated to the shareholder. This presentation and the Offer Document do not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would not
be lawful to make such an offer, advertisement or invitation.

Not financial product advice
This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire the Company’s securities, and has been prepared without taking into account
the objectives, financial situation or needs of prospective investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to
their own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant or other professional adviser if necessary.

Past performance
Any past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. No representations or
warranties are made as to the accuracy or completeness of such information.

Future performance
This presentation includes certain “forward-looking statements” about the Company, Rip Curl and the environment in which the Company and Rip Curl operate, such as indications of, and guidance on,
future earnings and financial position and performance. Forward-looking information is inherently uncertain and subject to contingencies outside of the Company’s control, and no assurance can be given
that actual outcomes or performance will not materially differ from the forward-looking statements.

IMPORTANT NOTICE AND DISCLAIMER (CONT.)
3
Non-GAAP financial information
Certain financial information included in this presentation is non-GAAP financial information. This non-GAAP financial information is not audited, and caution should be exercised as other companies may
calculate these measures differently. The non-GAAP financial information includes pro forma financial information to which certain adjustments have been made. An explanation of the non-GAAP
measures and the adjustments made to the pro forma financial information are included on page 19 and in Appendix C headed “Additional Financial Information”.

Kathmandu Holdings Limited’s financial information has been prepared in accordance with Generally Accepted Accounting Practice. It complies with the New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for profit oriented entities. Kathmandu’s financial statements also comply with International Financial
Reporting Standards (IFRS). Rip Curl’s financial information has been prepared in accordance with Generally Accepted Accounting Practice. It complies with the Australia Equivalents to International
Financial Reporting Standards (A IFRS) and other applicable Financial Reporting Standards, as appropriate for profit oriented entities. Rip Curl’s financial statements also comply with International
Financial Reporting Standards (IFRS).

Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by the Company of any law. The
distribution of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whose possession this presentation comes should observe any such
restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Foreign Selling Restrictions” section of this presentation. None of the Company, any person named
in this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.

Not for distribution or release in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The
Entitlements and the New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States,
and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Currency
All currency amounts in this presentation are in NZ dollars unless stated otherwise.

Disclaimer: To the maximum extent permitted by law, each of the Company, the Underwriters, the Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners,
employees, agents and advisers disclaim all liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect loss or damage which may be suffered by any person
through use of or reliance on anything contained in, or omitted from, this presentation. To the maximum extent permitted by law, each of the shareholders of Rip Curl, their related bodies corporate, their
respective representatives or advisers and the current or former directors, executives, officers, employees and contractors of any of them disclaim all liability and responsibility (whether in tort (including
negligence) or otherwise) for the preparation, accuracy or completeness of any information contained in this presentation or otherwise provided by the Company to its shareholders.

Capitalised terms used in this presentation and not otherwise defined have the specific meaning given to them in the Glossary at the back of the Offer Document.

1. Executive Summary
2. Rip Curl Overview
3. Investment Highlights
4. Transaction Funding
5. Key Risks
A. Summary Transaction Terms
B. Foreign Selling Restrictions
C. Additional Financial Information

5
10
21
28
33
37
39
42
CONTENTS
4

1. EXECUTIVE SUMMARY
5

1. TRANSACTION SUMMARY
Acquisition of Rip Curl
»Kathmandu has entered into a binding agreement for the acquisition of 100% of the shares in Rip Curl Group Pty Ltd (“Rip Curl”) at an enterprise value of
A$350 million on a debt free, cash free basis
(1)
(NZ$368 million
(2)
)
»Acquisition price implies 7.3x EV / FY19 pro forma normalised EBITDA (excluding proportional EBITDA contribution of minority interests not being
acquired)
»Rip Curl is the ultimate surfing company and an authentic, unique global action sports brand with FY19 pro forma normalised revenue of A$455 million
(3)

(NZ$477 million
(2)
) and FY19 pro forma normalised EBITDA of A$49 million
(3)
(NZ$52 million
(2)
)
»Completion is expected to occur by the end of calendar year 2019, subject to shareholder approval and customary closing requirements
»The key risks associated with the transaction are detailed in Section 5
Rip Curl overview
»Rip Curl is an iconic Australian brand and a designer, manufacturer, wholesaler and retailer of surfing equipment and apparel
»Offers surf-related products, from highly technical wetsuits, boardshorts, swimwear and watches to beach lifestyle apparel, equipment and accessories
»Global presence across Australia, New Zealand, North America, Europe, South East Asia and Brazil
»Operates through a multi-channel model, which was initially focused on wholesale distribution and has evolved to include direct to customer retail
»Founded in 1969 by the current owners, Brian Singer and Doug Warbrick, and headquartered in Torquay, Victoria
Compelling strategic
rationale
»Creates a NZ$1.0 billion
(4)
global outdoor and action sports company anchored by two iconic Australasian brands
»Highly complementary product categories
»Geographic diversification
»Complementary expertise
»Brand affinity and cultural alignment
(1) Excludes the value of minority interests owned by Rip Curl that are not being acquired.
(2) Based on a AUD/NZD exchange rate of 1.05.
(3) Represents pro forma normalised financials of Rip Curl for the financial year ending 30 June 2019. Pro forma normalised financials reflect Rip Curl’s statutory revenue and EBITDA as disclosed in its audited financial statements adjusted for the impact of certain structural
changes in the business and one-off items. Refer to page 19 for further details of these adjustments.
(4) Represents pro forma normalised combined FY19 revenue. Kathmandu revenue represents statutory revenue for the financial year ending 31 July 2019. Rip Curl revenue represents pro forma normalised revenue for the financial year ending 30 June 2019 as noted above.
6

1. TRANSACTION SUMMARY (CONT.)
Funding and equity raising
»The acquisition will be fully funded through a combination of equity and debt comprising:
»An underwritten 1 for 4 pro-rata accelerated entitlement offer to raise NZ$145 million (A$138 million
(1)
)
»Vendor Placement of approximately A$31 million (NZ$32 million
(1)
) in new Kathmandu shares to the founders and CEO of Rip Curl. The entities
associated with the founders and CEO of Rip Curl have elected to receive some of the consideration for the acquisition in Kathmandu shares and
have agreed to escrow those shares for 12 months following issue
»A$220 million (NZ$231 million
(1)
) from debt facilities which are fully underwritten
Financial impacts
»The transaction is expected to deliver meaningful EPS accretion for Kathmandu shareholders
»FY20 pro forma EPS accretion in excess of 10% (pre-synergies)
(2)
»Potential for further upside via an initial assessment of synergies
»Kathmandu intends to maintain a conservative capital structure, with pro forma net debt / FY19 EBITDA as at 31 July 2019 of approximately 1.5x and expects
to subsequently delever to a target leverage range of 0.9 – 1.1x by the end of FY21
7
(1) Based on a AUD/NZD exchange rate of 1.05.
(2) EPS accretion has been calculated by comparing Kathmandu’s budgeted standalone FY20 EPS (calculated assuming that the acquisition does not occur, and adjusted for the impact of the pro-rata accelerated entitlement offer) against the Combined Group pro forma FY20
EPS excluding any synergies and one-off transaction costs. The Combined Group pro forma FY20 EPS is based on: (i) Kathmandu’s standalone budgeted FY20 EBIT; (ii) Rip Curl’s standalone budgeted FY20 EBIT; (iii) estimated incremental amortisation costs associated with
the expected purchase price allocations arising from the transaction (noting that, on completion, a formal purchase price allocation exercise will be completed which may give rise to a change in this expense); (iv) the assumed transaction debt funding structure and associated
interest costs; and (v) Kathmandu’s pro forma number of shares outstanding post transaction (accounting for both new shares issued under the pro-rata accelerated entitlement offer, and new shares issued to the vendors in the Vendor Placement).

1. STRATEGIC RATIONALE
Global outdoor and action
sports company
Highly complementary
product categories
»Significantly diversifies Kathmandu’s product portfolio offering across 24 key categories
»Rip Curl’s summer / beach focus provides seasonal balance to Kathmandu’s winter / outdoor focus
»Shared focus on technical and functional products
Geographic diversification
»Significantly diversifies Kathmandu’s geographic revenue profile, provides access into new markets and increases total addressable market
»Rip Curl’s presence in North America and Europe, which are strategic priorities for Kathmandu, provides capabilities and relationships for Kathmandu to
accelerate its international expansion into these key regions
»Combination of Kathmandu and Rip Curl creates a global outdoor and action sports company anchored by two iconic Australasian brands
»In excess of NZ$1.0bn in revenue with a combined footprint of 341 owned retail stores, 254 licensed stores and over 7,300 wholesale doorways globally,
driving scale benefits
Complementary expertise
Brand affinity and cultural
alignment
»Kathmandu and Rip Curl were both founded with the vision to create high quality, functional products that serve a core category of consumers
»Rip Curl’s underlying brand philosophy, ‘The Search’, is naturally aligned with Kathmandu’s outdoor adventure ethos, ‘World Ready’
»Rip Curl's wholesale expertise, relationships and network can assist Kathmandu in expanding the wholesale business
»Kathmandu’s online capabilities can be leveraged to accelerate growth in Rip Curl’s underpenetrated online channel
»Kathmandu’s retail expertise can be leveraged to improve the efficiency of Rip Curl’s store network
8

FY19 pro forma Combined Group revenue
(2)
FY19 Kathmandu standalone revenue
(1)
1. PRO FORMA COMBINATION ANALYSIS
Product
Segmentation
(3)

Geographical
Segmentation
Step change in geographic reach and reduces
seasonality of earnings and reliance on
Australasia
Distribution
Segmentation
Provides commercial channel diversification,
increases proportion of wholesale channel and
reduces reliance on pure retail trading
Diversifies contribution through increased
presence in surfwear and womenswear, a
complementary category in the Kathmandu
ecosystem
Outdoor
apparel
38%
Summer
apparel
26%
Footwear
13%
Accessories
and other
7%
Wetsuits
7%
Travel
equipment
6%
Outdoor
equipment
3%
ANZ
58%
North America
17%
Rest of World
12%
Europe
8%
SE Asia
5%
Retail
66%
Wholesale
25%
Online
9%
ANZ
87%
North America
12%
Europe
1%
Retail
79%
Wholesale
12%
Online
9%
Outdoor
apparel
64%
Footwear
19%
Accessories
and other
6%
Travel
equipment
6%
Outdoor
equipment
5%



9
(1) Kathmandu revenue represents statutory revenue for the financial year ending 31 July 2019.
(2) Represents pro forma combined FY19 revenue for illustrative purposes. The basis of Kathmandu revenue is noted above. Rip Curl revenue is based on revenue for the financial year ending 30 June 2019 from management accounts.
(3) The product segmentation of the Combined Group excludes Rip Curl revenue from third party brands (which are predominantly sold from multi-brand stores), which are not tracked by product categories.

2. RIP CURL OVERVIEW
10

2. THE ULTIMATE SURFING COMPANY
Born in Bells Beach, Australia, in 1969, Rip Curl has always been a brand on The Search
“The Search was the driving force that led to the creation of Rip Curl... We loved charging
into the unknown and the journey that waited. It was about the great sense of adventure,
anticipation, curiosity and the chance to score great uncrowded waves.
Rip Curl helps us live this life...” – Doug ‘Claw’ Warbrick (Rip Curl Co-Founder)
11

2. PART OF THE FABRIC OF AUTHENTIC GLOBAL SURF CULTURE
(1) As at June 2019.
(2) Across 10 of Rip Curl’s largest accounts. Rip Curl’s online presence is enhanced by its athletes’ own strong Social Media presence, with Gabriel Medina (7.8m Instagram followers) and Alana Blanchard (1.7m followers), in particular, consistently leading the industry tables for
followers.
12
World Class
Athletes
The Ultimate
Sports
Event
Platform
Content
Creation
and
Distribution
Social Media
(1)
2.0m+ fans
globally
2.0m+
Followers
(2)
119k
subscribers
200k+ customers reached daily

25%
22%
16%
11%
4%
22%
ANZNorth America
EuropeSE Asia
BrazilRest of World
41%
21%
19%
9%
8%
2%
WholesaleFlagship retail
Multi-brand retailOutlet retail
OnlineLicensing
41%
22%
16%
6%
15%
SurfwearWomenswear
WetsuitsEquipment
Other
»Rip Curl is a leading global action sports brand with a long-standing history in marketing, designing, manufacturing, wholesaling and retailing surfing apparel and
equipment
Overview Geographic mix
(1)
Distribution mix
(1)
(Total revenue by channel) (Total revenue by region)
(Total revenue by product)
2. RIP CURL AT A GLANCE
1%
»Offers surf-related products,
from highly technical wetsuits,
boardshorts, swimwear and
watches to beach lifestyle
apparel, equipment and
accessories
»Core technical innovations
support the premium nature of
Rip Curl’s brand and drive
sales across broader offering
»Technical product
(1,2,3)
sales
represent approximately 40% of
revenue and are critical to
retaining support from Rip
Curl’s core surfing customers
»Operates a multi-channel
distribution model
»Design and development
capabilities across hubs in
Torquay in Australia, Costa
Mesa in the US and Hossegor
in France
Product mix
(1,3)
(1) Represents revenue for the financial year ending 30 June 2019 from management accounts.
(2) Technical products comprise wetsuits, equipment, watches, boardshorts and other products.
(3) Product mix excludes revenue from third party brands (which are predominantly sold from multi-brand stores), which are not tracked by product categories.
13

»Born in Bells Beach, Australia, in 1969, Rip Curl's vision is to be regarded as the Ultimate Surfing Company in all that it does
»Rip Curl is one of the largest and most iconic surf brands globally and is at the forefront of product innovation, marketing and brand development
2. AN ICONIC BRAND WITH A RICH HISTORY SYNONYMOUS WITH SURFING
Two surfing friends
Doug Warbrick and
Brian Singer begin
making surfboards out
of a garage in Torquay
Acquired a wetsuit
manufacturing facility in
Thailand
Commenced manufacturing
wetsuits to complement
surfboard offering
Established first international
licensee for the US in
Southern California
Began selling wetsuits
directly in the US through
Californian surf shops
Warbrick and Singer begin the annual
Rip Curl Pro, the first professional
surfing competition
Corporate restructuring
and establishment of the
Rip Curl Group
Established a joint
venture with a Brazilian
licensee, acquiring them
soon after
Launched new corporate
logo and global brand look
and feel
Established joint venture in
Thailand with existing customer
Acquired Ozmosis and
Waves surf retail chains
Established
Japanese subsidiary
Expanded its licensee base in the
US, France and Argentina
1969 1973 1978 1981 1990 1997 2000 2005 2007 2011 2015
14
Acquired full Indonesian
operation from the company’s
long term licensees

Equipment
2. DIFFERENTIATED PRODUCT OFFERING FOCUSED ON THE CORE SURF CUSTOMER
T
Technical products
(1) Boardshorts are considered as technical products.
Womenswear
T
»Designed with style
and performance in
mind
»Continuous feedback
and testing from Rip
Curl’s pro women’s
surf team
Wetsuits T
»‘Flashbomb’ – the
world’s fastest drying
wetsuit
»Flex-energy lining
»Thermo-shield panels
»Solar heat absorption
»Lightweight
»Durable
»Functional
»RFID blocking
15
»Ultimate stretch shorts
»Durable fabrics
»Quick dry technology
»‘Surf grip’ waistband
Surfwear T
(1)

2. GLOBAL FOOTPRINT WITH STRONG REPRESENTATION IN MAJOR SURF DESTINATIONS
»Rip Curl has a direct presence across 6 key regions through stores, design and manufacturing facilities
Note: Rip Curl metrics as at 30 June 2019. Rip Curl also has an additional 39 licensed and JV stores in other regions including the Middle East, Africa and South Pacific.

Owned regions

Licensed regions

Rip Curl Group
»Direct presence in 6 key regions
»c.6,000 wholesale doorways
»173 owned retail stores, 254
licensed / JV
»6 E-commerce websites
North America
»c.1,250 wholesale doorways
»30 owned retail stores, 10 licensed
»E-commerce website
»Global product hub located in
Costa Mesa, California
Brazil
»c.910 wholesale doorways
»3 owned retail stores, 79
licensed
»E-commerce website
Australia and New Zealand
»c.920 wholesale doorways
»118 owned retail stores, 18 licensed / JV
»2 E-commerce websites
»Global head office and product hub in
Torquay, Victoria
Asia
»c.570 wholesale doorways
»3 owned retail stores, 85
licensed / JV
»E-commerce website
»Owned wetsuit
manufacturing facility in
Thailand (OnSmooth)
Europe
»c.2,350 wholesale doorways
»19 owned retail stores, 23 licensed
»E-commerce website
»Regional product hub located in
Hossegor, France
16

»Rip Curl's controlled distribution has traditionally focused on the wholesale channel and has progressively evolved towards direct to customer retail
2. WELL ESTABLISHED AND DIVERSIFIED COMMERCIAL CHANNELS
Overview
»Wholesale distribution to external retail customers
»Primary contributor to overall company revenue
»Australia, North America and Europe are the largest
contributors from a region perspective
»Broad retail footprint of owned retail distribution
covering 173 owned physical locations worldwide
−90 flagship stores (stores located in prime tourist
destinations and iconic surf locations)
−26 owned outlet stores (stores distributing old
season stock)
−57 Ozmosis stores which offer multi-brand
products (operates independently to Rip Curl
business primarily in shopping centres)
»E-commerce is a relatively new channel of the Rip
Curl business
−Australia / New Zealand launched in 2010, North
America in 2011, Europe in 2014, Brazil in 2015,
Japan in 2016 and Indonesia in 2018
»Comprises 6 E-commerce websites delivering
products to Rip Curl’s 6 key regions
Key customers

Direct to consumer
Direct to consumer
17
Wholesale Retail Online
Note: Rip Curl metrics as at 30 June 2019.

US Australia France
»Rip Curl’s brand is highly recognisable across surfwear, wetsuit and equipment categories in Australia, the US and France
»Demonstrable brand affinity with core surf customers who value product functionality and performance showcased by world class pro team and events program
2. HIGHLY RECOGNISABLE, GLOBAL BRAND
#2 NPS
(1)
of all
wetsuit brands
#5 NPS
(1)
of all
wetsuit brands
#1 NPS
(1)
of all
surfwear brands
Key highlights
Surfwear
»High brand awareness and purchase conversion across all
categories of consumers (from casual to core surfers) in
Australia
»Second highest purchase penetration in France, with most
support from core and casual surfers
Wetsuits
»Market leader for wetsuits in Australia, with strong
purchase penetration driven by technical product
excellence
»Wetsuits resonate most strongly with core and casual
surfers across all markets, supported by Rip Curl’s
technical product focus
Equipment
»Brand awareness among core, casual and surf-inspired
customers is high, driven by product quality and functional
performance
99%
93%
91%
83%
78%
78%
86%
83%
82%
Brand awareness (2019)
Surfwear Equipment Wetsuits
Source: L.E.K. analysis.
Note: Core surfer defined as someone who surfs 8+ times per year; casual surfer as someone who surfs 1-7 times per year; and surf-inspired consumers are those who have an aspirational surf and beach lifestyle but do not surf.
(1) Net promoter score, determined by % promoters - % detractors.
18

49
41
49
FY17FY18FY19
430
427
455
FY17FY18FY19
»Rip Curl acquisition price implies 7.3x EV / FY19 pro forma normalised EBITDA
(1)
»Historically, Rip Curl focused on its core strength – developing and selling technical products through wholesale channels
2. HISTORICAL FINANCIAL PERFORMANCE
Pro forma normalised revenue
(2)
Pro forma normalised EBITDA
(2)

(1) Excludes the value of minority interests owned by Rip Curl that are not being acquired.
(2) Pro forma normalised revenue and EBITDA reflects Rip Curl’s statutory revenue and EBITDA as reflected within the audited financial statements adjusted for the impact from certain structural changes in the business, non-recurring and one-off items, and reclassification of
interest income. For EBITDA: (i) the structural changes (FY17: A$(2.1)m; FY18: A$1.1m; FY19: A$3.3m) include removing the margin impact associated with Rip Curl having exited the retail channel in Indonesia during 2018, exiting a joint venture arrangement in South
Africa, and the impact of streamlining Group governance functions; (ii) the non-recurring and one-off costs (FY17: A$2.7m; FY18: A$(197)k; FY19: A$4.9m) primarily relate to restructuring costs associated with the structural changes in Group leadership functions; and (iii)
the reclassification of interest income amounts to A$(301)k in FY17, A$(890)k in FY18 and A$(799)k in FY19. The pro forma normalised financials are for the twelve month periods ending 30 June 2017, 2018 and 2019. In addition to the adjustments outlined as
aforementioned, there were certain costs incurred historically that are not expected to be incurred in FY20 and going forward, as they relate to compensation and expenses associated with former employees who have been restructured out of the business. These costs
totalled A$2.7m in FY17, A$5.2m in FY18 and A$4.2m in FY19. For the avoidance of doubt, these costs have not been added back to the pro forma normalised EBITDA numbers presented above.
19
(A$m) (A$m)
11.3%
Margin (%)
9.7% 10.8%

»Rip Curl’s products are focused on core technical surf category, placing
emphasis on authentic alignment with the lifestyle of participants
»The global surf apparel and equipment market is underpinned by a number of
positive fundamentals:
−Increased participation rates in surfing across all key surfing regions,
reinforced by increasing female participation and rising interest from the
inclusion of surfing in the 2020 Olympics
−Increased online interest, reflected in the growth in web traffic for branded
surfwear
−Consumers reporting steady or increasing purchase intentions across most
categories in the key markets of Australia, the US and France
−Strong and consistent growth in key product categories of Rip Curl (primarily
equipment and wetsuits) across Australia, the US and France
»The surf apparel and equipment market in Rip Curl’s largest region, Australia,
expanded above the global average with a 2014-18 CAGR of 4.3%
»Overall, the surf products market has a strong, committed core consumer base
with steady growth in participation and spending
»Rip Curl operates in the c.A$11.3bn global surf apparel and equipment industry
2. LARGE GLOBAL INDUSTRY WITH GROWTH UNDERPINNED BY TECHNICAL PRODUCTS

(A$bn)
2014-18 CAGR
2.9%
3.6%
2.7%
9.0%
15.2%
24.5%
AustraliaUSFrance
(%)
Source: GIA Report 2019, L.E.K. analysis.
(1) “Technical products” includes surf wetsuits, surfboards, boardshorts and other surf equipment.
(2) Based on expenditure by surveyed participants who are identified as either core surfers, casual surfers or surf-inspired consumers as defined on page 18.
20
Global surf apparel and equipment market
Core technical product expenditure (wetsuit and equipment) growth (2017-19 CAGR)
(2)
(1)
7.3
7.4
7.6
7.8
8.1
2.8
2.8
2.9
3.0
3.2
10.1
10.2
10.5
10.8
11.3
20142015201620172018
Surf apparelTechnical and other products
High growth technical product category is the key focus of Rip Curl

3. INVESTMENT HIGHLIGHTS
21

3. INVESTMENT HIGHLIGHTS
1
Creates a NZ$1.0bn
(1)
global outdoor and action sports company anchored by two iconic Australasian brands
2
Rip Curl is a leader in the global surf industry with products that are complementary to Kathmandu from a technical and seasonal perspective
3
Rip Curl provides a platform for Kathmandu's expansion into new core target markets to establish a deeper and more meaningful global presence
4
Diversifies Kathmandu by reducing reliance on the Australian and New Zealand markets
6
Synergy benefits expected to be achieved over time through leveraging each other’s expertise and realising scale benefits
7
FY20 pro forma EPS accretion in excess of 10%
(2)
with potential for further upside as synergies are identified post acquisition
5
Significant opportunities to drive top line growth and profit across geographies and commercial channels
22
(1) Represents pro forma normalised combined FY19 revenue. Kathmandu revenue represents statutory revenue for the financial year ending 31 July 2019. Rip Curl revenue represents pro forma normalised revenue for the financial year ending 30 June 2019 as detailed on
page 19.
(2) EPS accretion has been calculated by comparing Kathmandu’s budgeted standalone FY20 EPS (calculated assuming that the acquisition does not occur, and adjusted for the impact of the pro-rata accelerated entitlement offer) against the Combined Group pro forma FY20
EPS excluding any synergies and one-off transaction costs. The Combined Group pro forma FY20 EPS is based on: (i) Kathmandu’s standalone budgeted FY20 EBIT; (ii) Rip Curl’s standalone budgeted FY20 EBIT; (iii) estimated incremental amortisation costs associated
with the expected purchase price allocations arising from the transaction (noting that, on completion, a formal purchase price allocation exercise will be completed which may give rise to a change in this expense); (iv) the assumed transaction debt funding structure and
associated interest costs; and (v) Kathmandu’s pro forma number of shares outstanding post transaction (accounting for both new shares issued under the pro-rata accelerated entitlement offer, and new shares issued to the vendors in the Vendor Placement).

3. COMBINED GROUP MEETS THE YEAR ROUND NEEDS OF CUSTOMERS GLOBALLY
23
The combination creates an outdoor and action sports company which offers complementary products with diversification in
product, channel, geography and seasonality

Europe
Middle East and
South Africa
North America

Australia and New
Zealand
3. COMBINED GROUP HAS A DEEPER AND MORE MEANINGFUL GLOBAL PRESENCE
24
Supplier
relationships
Local
management
capabilities
Global
presence
c.7,300
wholesale
doorways
Retail
footprint of
595 stores
(1)
Online
presence
9% of sales
(1) Comprising 341
owned stores and
254 licensed
stores.
South America
South East Asia

Kathmandu Rip Curl
3. COMPLEMENTARY CORE CAPABILITIES THAT BENEFIT THE
CONSUMER UNDER A COMBINED BUSINESS
Shared
»Global presence with established
distribution network in the US and
Europe
»Extensive social media, content
and influencer network
»Expertise in the wholesale
channel internationally
Technical products
Seasonal specialists
Outdoor adventure ethos
Commitment to core
customers
Brand building and
marketing
Kathmandu and Rip Curl’s respective strengths will be leveraged to create a combined business that excels
across product development, sales and marketing
25
»Experienced retail operations
capabilities
»Omni-channel expertise
»Track record in integrating
international brands
»Expertise in large customer
loyalty programs

»A number of opportunities have been identified to drive the Combined Group’s growth and create value for shareholders
3. SIGNIFICANT OPPORTUNITIES TO DRIVE GROWTH
Leverage partnerships
with key wholesale
customers worldwide
Continue to develop
global retail network
through licensed store
partners and selected
flagship store
locations
Leverage Kathmandu
online expertise and
platform investments
to accelerate online
growth
Leverage combined
expertise to enhance
and expand our high
quality product ranges
Continue to invest in
our iconic brands,
particularly through
social and digital
channels
26

3. VISION FOR THE COMBINED GROUP
27
Shared support functions where operational value can be derived
(1) No changes to the Kathmandu Board are proposed as a result of the transaction. Changes to the scope of existing Kathmandu senior managers’ roles are expected upon completion of the transaction.
(1)
Kathmandu and Rip Curl
to leverage respective
strengths and build on
each others’ competitive
advantages over time
Kathmandu and Rip Curl
to retain their strong
brand identities and
cultural values
Rip Curl and Kathmandu
to retain operational
ownership of their
respective businesses

4. TRANSACTION FUNDING
28

4. SUMMARY OF ACQUISITION FUNDING AND SOURCES & USES
Sources NZ$m A$m Uses NZ$m A$m
New debt 231 220 Purchase consideration
(1)
368 350
Equity 145 138 Refinancing of existing Kathmandu net debt 19 18
Vendor scrip 32 31 Transaction costs and financing fees
(3)
19 18
Cash to balance sheet 2 2
Total Sources 408 388 Total Uses 408 388
Purchase price
»Total cash consideration of A$350 million
(1)
Funding
»The acquisition, and associated transaction costs, will be fully funded through a combination of equity and debt issuance comprising:
»A 1 for 4 underwritten accelerated entitlement offer to raise NZ$145 million (A$138 million
(2)
)
»Vendor Placement of approximately A$31 million (NZ$32 million
(2)
) in new Kathmandu shares to the founders and CEO of Rip Curl
»A$220 million (NZ$231 million
(2)
) from debt facilities underwritten and arranged by Credit Suisse AG, Sydney Branch
Timing and closing
conditions
»Completion is expected to occur by the end of calendar year 2019, subject to shareholder approval and customary closing requirements
29
Summary
Sources and uses of funding
(1) Excludes the value of minority interests owned by Rip Curl that are not being acquired.
(2) Based on a AUD/NZD exchange rate of 1.05.
(3) Includes the costs of M&A, financial, tax, commercial and legal advisers, as well as fees associated with the equity raising and debt underwriting.

4. SOURCES OF FUNDING
Entitlement Offer
»1 for 4 underwritten pro-rata accelerated entitlement offer to raise gross proceeds of NZ$145 million (A$138 million
(1)
)
»Issue price of NZ$2.55 per share, representing a 13.6% discount to the theoretical ex-rights price (“TERP”) of NZ$2.95 on 30 September 2019
»Approximately 56.7 million new shares to be issued
Vendor Placement
»The founders and CEO of Rip Curl have elected to receive some of the consideration for the acquisition in Kathmandu shares
»Approximately 10.9 million new shares will be issued to the founders and CEO of Rip Curl
»Shares will be issued at the lower of TERP, or the closing price of Kathmandu shares on the business day prior to the date of issue, and subject to
escrow for 12 months from the date of issue
Debt
»Kathmandu has put in place new senior secured debt facilities to fund the acquisition and replace existing facilities
»Total facility size of A$375 million (NZ$394 million
(1)
) split between: A$220 million (NZ$231 million
(1)
) Facility A (Term Loan Facility) and A$155 million
(NZ$163 million
(1)
) Facility B (Multi-Option Facility)
(2)

»The facilities will collectively be used to facilitate the acquisition, replace existing debt facilities and for general corporate purposes, and will have a
maturity date of October 2022
»The financial maintenance covenants will be in-line with existing facilities and no material changes to key terms are expected
»Kathmandu intends to maintain a conservative capital structure, with pro forma net debt / FY19 EBITDA as at 31 July 2019 of approximately 1.5x as outlined
on page 45. Kathmandu expects to subsequently delever to a target leverage range of 0.9 – 1.1x by the end of FY21
»Underwritten by Credit Suisse AG, Sydney Branch
30
(1) Based on a AUD/NZD exchange rate of 1.05.
(2) The incremental interest expense is included in the pro forma financial information presented on page 43.

4. ENTITLEMENT OFFER DETAILS
31
Offer size and structure
»1 for 4 underwritten pro-rata accelerated entitlement offer to raise approximately NZ$145 million (A$138 million
(1)
)
»Approximately 56.7 million new shares to be issued
Offer Price
»NZ$2.55 per new share representing a 13.6% discount to TERP of NZ$2.95 as at 30 September 2019
»Australian Dollar Offer Price for eligible retail shareholders determined as A$2.37, using prevailing AUD/NZD exchange rate on 30 September 2019
Ranking
»All new shares issued under the Entitlement Offer will rank equally with existing Kathmandu ordinary shares from date of issue
»New shares issued under the Entitlement Offer will not be entitled to receive the dividend declared in respect of FY19
Managers and
Underwriters
»Credit Suisse (Australia) Limited and Jarden Securities Limited are Lead Managers in respect of the Entitlement Offer and the Entitlement Offer is fully
underwritten by Credit Suisse (Australia) Limited, Jarden Partners Limited and Deutsche Craigs Limited
(2)
on normal commercial terms for an offer of this
nature
Institutional shareholders
»Eligible institutional shareholders will be invited to take up their entitlements in an accelerated Institutional Entitlement Offer
»Entitlements not taken up and entitlements of ineligible institutional shareholders will be sold in the institutional shortfall bookbuild
»Any premium achieved in respect of the sale of the entitlements will be remitted to non-participating and ineligible institutional shareholders, net of any
applicable withholding tax
Retail shareholders
»Eligible retail shareholders in Australia and New Zealand will be sent offer materials and invited to take up their entitlements in a Retail Entitlement Offer
»Entitlements not taken up and entitlements of ineligible retail shareholders will be sold in the retail shortfall bookbuild
»Any premium achieved in respect of the sale of the entitlements will be remitted to non-participating and ineligible institutional shareholders, net of any
applicable withholding tax
(1) Based on a AUD/NZD exchange rate of 1.05.
(2) Deutsche Craigs Limited is a wholly owned subsidiary of Craigs Investment Partners Limited (CIP). The role of the Underwriter may be performed by Deutsche Craigs Limited or CIP (as the NZX Participant firm) or any of their successors and assigns, as appropriate, and those
entities shall have the rights and benefits of the Underwriters.

4. TRANSACTION TIMETABLE
Event Date
Trading halt and announcement
Tuesday, 1 October 2019
Record date for the Entitlement Offer (8:00pm NZDT)
Thursday, 3 October 2019
Dividend record date Monday, 30 September 2019
Dividend payment date Friday, 11 October 2019
Institutional Entitlement Offer
Institutional Entitlement Offer opens
Tuesday, 1 October 2019
Institutional Entitlement Offer closes (4:00pm NZDT)
Wednesday, 2 October 2019
Institutional shortfall bookbuild closes
Thursday, 3 October 2019
Trading halt lifted on NZX and ASX
Friday, 4 October 2019
ASX settlement
Thursday, 10 October 2019
NZX settlement and commencement of trading of new shares issued under the Institutional Entitlement Offer on NZX and ASX
Friday, 11 October 2019
Retail Entitlement Offer
Retail Entitlement Offer opens
Friday, 4 October 2019
Offer Document despatched to Eligible Retail Shareholders
Friday, 4 October 2019
Retail Entitlement Offer closes (5:00pm NZDT) Monday, 21 October 2019
Retail shortfall bookbuild (trading halt expected to be in place) Wednesday, 23 October 2019
Trading halt expected to be lifted on NZX and ASX Thursday, 24 October 2019
ASX settlement Friday, 25 October 2019
NZX settlement and commencement of trading of new shares issued under the Retail Entitlement Offer on NZX and ASX Tuesday, 29 October 2019
Special Meeting
Notice of SM despatched to shareholders Thursday, 3 October 2019
Record date for the SM
Wednesday, 16 October 2019
SM Australia (and online) (10:00am AEDT)
Friday, 18 October 2019
32

5. KEY RISKS
33

5. KEY RISKS RELATING TO THE ACQUISITION
»This Section sets out the key risks Kathmandu has identified relating to the acquisition of the shares in Rip Curl. These risks may affect the future operating and financial performance of Kathmandu
and the value of Kathmandu shares.
»Please note that this Section does not (and does not purport to) set out the key risks related to an investment in shares in Kathmandu or in relation to Kathmandu, its business or general market or
industry risks.
»Before deciding whether to invest in Kathmandu shares, you should make your own assessment of the risks associated with an investment in Kathmandu and consider whether such an investment is
suitable for you having regard to publicly available information (including this Presentation), your personal circumstances and following consultation with a financial or other professional adviser.

34

5. KEY RISKS RELATING TO THE ACQUISITION (CONT.)
Risk Details
Reliance on information
provided
»While Kathmandu and its advisors have undertaken a due diligence review in respect of the acquisition, which encompassed operational, financial, accounting, tax and legal matters
relating to Rip Curl, the information on which such review was based was substantially provided by or on behalf of Rip Curl.
»If any such information provided by or on behalf of Rip Curl proves to be incorrect, incomplete or misleading, or if the due diligence undertaken by Kathmandu and its advisers has not
identified all material risks in respect of the acquisition or if the risks that have been identified have not been adequately mitigated under the acquisition agreement or otherwise, there is a
risk that the actual financial position and performance of Rip Curl and the Group may be materially different to the expectations reflected in this Presentation.
»However, Kathmandu has no reason to believe Rip Curl has not acted in good faith and therefore believes the likelihood of this risk materialising to be low. Kathmandu also considers that
the acquisition agreement provides appropriate remedies, customary for a transaction of this nature, so as to mitigate the effects of such non-disclosure or misleading conduct.
Key personnel risk
»Due to the size of the Rip Curl business, Kathmandu considers a small number of Rip Curl employees are crucial for the ongoing success of the Rip Curl business due to their knowledge
and understanding of the Rip Curl business and their deep relationships with customers and suppliers. Kathmandu considers the ability of these employees to continue to support Rip Curl
to be a critical component for Rip Curl’s continued growth.
»If those employees were to leave Rip Curl’s employment, replacing them could involve significant time and cost but may also inhibit Rip Curl from achieving its business objectives.
»Kathmandu management has been communicating with key personnel and evaluated this risk. Kathmandu has concluded that key personnel have strong loyalty to the Rip Curl brand and
will value the opportunity for the growth of Rip Curl provided there is good cultural integration into the Kathmandu group.
»Kathmandu therefore considers the risk of key personnel leaving following the acquisition to be low and will seek to carefully manage the integration of Rip Curl into the wider Kathmandu
group.
Business integration
failure
»There may be challenges in the cultural integration of Rip Curl, considering its strong brand identity and that it has been owned by the founders since it was established approximately 50
years ago.
»As Rip Curl is not listed on any stock exchange, there may be challenges faced in bringing Rip Curl up to the same regulatory and disclosure standards as Kathmandu is subject to.
»It is intended that post acquisition, Rip Curl will retain its own strong brand identities, cultural values and retain operational ownership (see page 27). Further, both Kathmandu and Rip Curl
will retain focus on completing required processes to keep the business moving forward during integration, particularly around product development. This means that the likelihood of a
failure to integrate the businesses should be low.
Information systems
upgrades
»The following key risks have been identified in relation to Rip Curl’s information systems:
»information security, PCI compliance and data privacy controls need to be strengthened; and
»Rip Curl’s IT systems in regional locations are planned to be upgraded.
»There is a risk that following further investigation, current maintenance and upgrading of core systems is more complex than anticipated.
»Kathmandu and its advisors have completed an assessment of the costs of developing and upgrading the information systems. Nevertheless, there remains a risk that the cost required to
complete this programme of work is more than allowed for in the course of normal expenditure.
Decline in brand loyalty
»Kathmandu and Rip Curl are both strong brands with a high degree of reliance on brand loyalty. If there is brand damage from an unexpected event (e.g. product failure or other
reputational damage) then brand loyalty could decline. Kathmandu considers that it is well placed to manage this risk through the significant marketing and retail experience within
Kathmandu and Rip Curl, but if such an unexpected event were to arise, it could result in a material impact on profits.
35

5. KEY RISKS RELATING TO THE ACQUISITION (CONT.)
36
Risk Details
Downturn in product
sales
»Rip Curl faces similar operational risks to Kathmandu – the retail environment is challenging and a highly competitive environment. There is a risk that Rip Curl’s forecast retail sales growth
does not eventuate or that consumer spending via wholesale accounts declines, reducing value accretion to shareholders.
»Kathmandu and Rip Curl will leverage respective strengths and build on each other’s competitive advantages, strengthening the two brands and enabling them to better withstand a retail
downturn.
»Rip Curl’s wholesale accounts typically do not have long term guaranteed contracts in place, giving rise to a risk that external retailers reduce the value of Rip Curl product sold by them
(whether as a result of a change in customer spending generally or other factors specific to that external retailer). As with product sales generally, this risk will be managed by endeavouring
to keep product offerings relevant to both wholesale account holders and end consumers. In addition, Kathmandu will focus on closely monitoring distribution partner performance and
pursuing opportunities for new wholesale sales relationships and opportunities.
»If there is a significant downturn in consumer sentiment in either the outdoor or surf categories there is a risk of a material impact on profits. However, Kathmandu considers that the
diversification in categories across the enlarged group will provide a natural hedge against this risk.
Change to operations of
Ozmosis
»Rip Curl’s Ozmosis business operates stores which offer multi-brand products and are primarily located in shopping centres. Ozmosis operates independently to Rip Curl.
»A number of loss-making Ozmosis stores have been closed over recent years and further closures of remaining loss-making stores will be considered by Kathmandu. In addition,
Kathmandu will take steps to optimise the operations of Ozmosis.
»There is a risk that changes to operations of remaining Ozmosis stores may adversely affect the performance of Rip Curl. Kathmandu and its advisors have undertaken an assessment of
the Ozmosis performance improvement plan and both management of Rip Curl and Kathmandu will retain focus on optimising performance of remaining stores. Further, Kathmandu
considers the diversification in commercial channels will limit the overall impact on the Combined Group.
Loss of lease of key
premises
»Change of control provisions have been identified in a number of key premises leases which would be triggered on acquisition of Rip Curl by Kathmandu. There is a risk that the landlord
terminates the lease on acquisition, resulting in a loss of revenue from the retail premises.
»Kathmandu considers it is unlikely that a landlord would seek to terminate the lease with a reliable tenant given the current commercial lease environment. The likelihood of this risk
eventuating is therefore considered to be low.
Financing risk
»The acquisition is being partly funded by an increase to Kathmandu’s total existing debt facilities of approximately NZ$240m. These facilities will need to be refinanced at various maturity
dates. The inability to refinance these facilities or to secure new financing on satisfactory terms could adversely affect Kathmandu’s financial performance and prospects. To the extent that
additional equity or debt funding is not available from time to time on acceptable terms, or at all, Kathmandu may not be able to take advantage of acquisition and other growth
opportunities, develop new ideas or respond to competitive pressures.
»If at any time Kathmandu requires an extension to a facility but is unable to obtain it and is unable to repay the relevant facility, this will constitute a default under the other existing facilities
and enable the financiers to demand immediate repayment and cancel the facilities. Cancellation of the debt financing arrangements would have an adverse impact on Kathmandu’s
financial position and performance.
Completion risk
»The acquisition of Rip Curl is conditional on approval by Kathmandu’s shareholders. The Special Meeting to approve the acquisition is to be held on 18 October, which is after shares are
issued under the Institutional Entitlement Offer and institutional bookbuild. In addition, while shares will be issued under the Retail Entitlement Offer and retail bookbuild after the Special
Meeting, such shares will be issued prior to completion of the acquisition.
»Accordingly, there is a risk that shareholder approval is not obtained, or the acquisition otherwise will not proceed, in which case Kathmandu will need to consider alternative uses for, or
ways to return to shareholders, any excess capital it holds following the issue of shares under the accelerated entitlement offer.

A. SUMMARY TRANSACTION
TERMS
37

A. SUMMARY TRANSACTION TERMS
38
»The acquisition of the Rip Curl Group is effected by way of a purchase of all of the shares in the parent company of that group, Rip Curl Group Pty Ltd, from its 22 shareholders, 3 of whom are
associated with the founders and own approximately 85% of its issued shares between them.
»The transaction is predicated on an enterprise value (debt-free / cash-free) of Rip Curl of A$350 million
(1)
. After deduction for estimated net debt at completion, a completion payment of A$307
million (assuming a normalised level of working capital in the business) is anticipated. Of this consideration, approximately A$31 million is satisfied by Kathmandu in the form of ordinary shares
being issued to the founders and CEO of Rip Curl via the Vendor Placement.
»The final purchase price is then adjusted post completion to reflect actual levels of completion net working capital and net debt, against the estimated position.
»The transaction is solely conditional on the ordinary resolution approval of the transaction by Kathmandu shareholders. A Special Meeting is to be held for this purpose in Sydney on 18 October. In
addition, Kathmandu has the right to terminate the transaction if the lenders or underwriters involved in the equity and debt raisings to finance the transaction terminate their funding commitments.
»A break fee of A$2 million is payable by Kathmandu to Rip Curl if any of Kathmandu’s directors fail to recommend the transaction or change their recommendation (other than because
Kathmandu’s underwriters or lenders have terminated their funding commitments) or if Kathmandu’s Underwriters or lenders terminate their funding commitments (other than pursuant to certain
material adverse change or other “market out” provisions in funding documentation), and as a consequence of either event the transaction does not proceed.
»Customary warranties and indemnities (the latter, including as to pre completion tax liabilities) are provided, primarily by the 3 founder shareholders. These are subject to a range of limitations,
qualifications, deductibles and caps. Kathmandu considers the warranty and indemnity position achieved to be market typical for transactions of this nature in Australasia.
»Kathmandu has obtained warranty and indemnity insurance in respect of any claims under the general warranties and tax indemnity, from Liberty Australia, on behalf of a Lloyd’s syndicate. As a
consequence, Kathmandu’s recourse for warranty and/or indemnity breach will be to the insurer rather than the Rip Curl sellers (subject to customary insurance exceptions and save in respect of
several specific indemnities, which are not insured).
»The Rip Curl founders have provided personal non-compete and other undertakings in favour of Kathmandu, of a 5 year duration.
(1) Excludes the value of minority interests owned by Rip Curl that are not being acquired.

B. FOREIGN SELLING
RESTRICTIONS
39

B. FOREIGN SELLING RESTRICTIONS
40
This document does not constitute an offer of entitlements ("Entitlements") or new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. In particular, this
document may not be distributed to any person, and the Entitlements and New Shares may not be offered or sold, in any country outside New Zealand and Australia except to the extent permitted below.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been
authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong
Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the Entitlements and the New Shares have not been
and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Entitlements and the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in
Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong)
other than with respect to Entitlements and the New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Entitlements
or New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this
document, you should obtain independent professional advice.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be
deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The Entitlements and the New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876
and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-professional in accordance with the
procedures in this regulation).
Singapore
This document and any other materials relating to the Entitlements and the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of
Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Entitlements and New Shares, may not be
issued, circulated or distributed, nor may the Entitlements and New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons
in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise
pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as
defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to
any other person in Singapore.
Any offer is not made to you with a view to the Entitlements or the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to
investors who acquire Entitlements or New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

B. FOREIGN SELLING RESTRICTIONS (CONT.)
41
Switzerland
The Entitlements and the New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or any other stock exchange or regulated trading facility in Switzerland.
Neither this document nor any other offering material relating to the New Shares (i) constitutes a prospectus or a similar notice as such terms are understood under art. 652a, art. 752 or art. 1156 of the
Swiss Code of Obligations or a listing prospectus within the meaning of art. 27 et seqq. of the SIX Listing Rules or (ii) has been or will be filed with or approved by any Swiss regulatory authority. In
particular, this document will not be filed with, and the offer of the Entitlements and the New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
Neither this document nor any other offering material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The Entitlements and the New Shares will
only be offered to regulated financial intermediaries such as banks, securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury
operations. This document is personal to the recipient and not for general circulation in Switzerland.
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of
section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the Entitlements or the New Shares.
This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and these securities may not be offered or sold in the
United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the
FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Entitlements or the New Shares has only
been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not
apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are
available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its
contents.

C. ADDITIONAL FINANCIAL
INFORMATION
42

C. PRO FORMA INCOME STATEMENT
NZ$m FY19 Kathmandu
(1)
FY19 Rip Curl
(2)
Adjustments for acquisition
(3)
FY19 pro forma normalised
Combined Group
Revenue
545.6 477.4 – 1,023.0
EBITDA
99.6 51.6 – 151.1
EBITDA margin
18.2% 10.8% 14.8%
Depreciation and amortisation
(15.3) (12.7)
(4)
– (27.9)
(5)
EBIT
84.3 38.9 – 123.2
EBIT margin
15.4% 8.1% 12.0%
NPAT
57.6 27.2
(6)
(3.8)
(7)
81.1
(1) Represents statutory financials of Kathmandu for the financial year ending 31 July 2019.
(2) Represents pro forma normalised financials of Rip Curl for the financial year ending 30 June 2019. Pro forma normalised
financials reflect Rip Curl’s statutory revenue and EBITDA as disclosed in its audited financial statements adjusted for the impact
of certain structural changes in the business and one-off items. Rip Curl financials converted to NZD based on AUD/NZD
exchange rate of 1.05. Refer to page 19 for further details.
(3) No adjustment has been made for transaction costs (including equity and debt underwriting fees).
(4) Represents pro forma normalised depreciation and amortisation.
(5) On completion a formal purchase price allocation exercise will be completed, which may give rise to a change in depreciation and
amortisation costs.
(6) Assumes no interest and 30% tax rate for Rip Curl.
(7) Net interest expense (post-tax) on c.NZ$205m incremental debt drawn to fund the acquisition.
43

C. PRO FORMA BALANCE SHEET
Note: Balance sheet data sourced from statutory accounts as at 31 July 2019 for Kathmandu and statutory accounts as at 30 June 2019 for Rip Curl. Rip Curl financials converted to NZD based on AUD/NZD exchange rate of 1.05.
(1) Adjustments reflect the acquisition of 100% of Rip Curl on a cash-free, debt-free basis for the purchase consideration of A$350m, and assuming the funding structure as set out on page 29. Note, the full amount of transaction costs have been treated as expensed through
retained earnings, however upon completion, it is likely that a portion of these will be capitalised. On completion, a formal purchase price allocation exercise will be completed, which may give rise to a change in certain balance sheet line items.
44
NZ$m FY19 Kathmandu FY19 Rip Curl Adjustments for acquisition
(1)
FY19 pro forma Combined Group
Cash 6.2 26.1 (30.1) 2.2
Receivables 9.8 81.5 - 91.4
Inventory 122.8 120.3 - 243.0
Fixed assets 60.3 35.6 - 95.9
Intangibles and goodwill 386.1 24.3 185.4 595.7
Other 9.2 26.6 - 35.8
Total assets 594.4 314.3 155.3 1,064.1

Payables 25.9 73.5 - 99.4
Borrowings 25.5 98.5 107.0 231.0
Other 101.0 27.8 - 128.7
Total liabilities 152.4 199.8 107.0 459.1

Net assets 442.1 114.6 48.3 604.9
Net debt / (net cash) 19.3 72.4 137.1 228.8

C. PRO FORMA LEVERAGE AND RATIOS
Metric FY19 pro forma Combined Group
Net debt (NZ$m)
228.8
Net debt / EBITDA (x)
1.51x
Gearing
(1)

27.4%
Fixed charge cover ratio
(2)

2.09x
Interest cover ratio
(3)

14.85x
45
Note: Balance sheet data sourced from statutory accounts as at 31 July 2019 for Kathmandu and statutory accounts as at 30 June 2019 for Rip Curl. Leverage and ratios are calculated using pro forma normalised combined financials. Kathmandu financials represents statutory
financials for the financial year ending 31 July 2019. Rip Curl financials represent pro forma normalised financials for the financial year ending 30 June 2019. Refer to page 19 for further details. Rip Curl financials converted to NZD based on AUD/NZD exchange rate of 1.05.
(1) Gearing defined as net debt / (net debt + equity).
(2) Fixed charge cover ratio defined as (EBITDA + rent) / (net interest + rent).
(3) Interest cover ratio defined as EBIT / net interest.

C. COMBINED FINANCIAL PROFILE
Note: Kathmandu financials represents statutory financials for the financial year ending 31 July 2019. Rip Curl financials represent pro forma normalised financials for the financial year ending 30 June 2019. Refer to page 19 for further details.
Rip Curl financials converted to NZD based on AUD/NZD exchange rate of 1.05.
»The Combined Group generates FY19 pro forma normalised revenue of NZ$1.0bn and FY19 pro forma normalised EBITDA of NZ$151m
46
FY19 pro forma normalised Combined Group
contribution (NZ$m)
(1)

FY17 pro forma normalised Combined Group
contribution (NZ$m)
(1)

497
90
75
448
43
29
945
133
104
Revenue
EBITDA
EBIT
FY18 pro forma normalised Combined Group
contribution (NZ$m)
(1)

445
71
57
452
51
36
897
122
93
Revenue
EBITDA
EBIT
546
100
84
477
52
39
1,023
151
123
Revenue
EBITDA
EBIT

---

Corporate Action Notice
Kathmandu Holdings Ltd
223 Tuam Street, Christchurch 8011 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
kathmanduholdings.com
Section 1: issuer information (mandatory)
Name of issuer Kathmandu Holdings Limited
Class of Financial Product Ordinary Shares
NZX ticker code KMD
ISIN NZKMDE0001S3
Name of Registry Link Market Services Limited
Type of corporate action

Share purchase
plan
Renounceable
Rights issue

Capital
reconstruction
Non
Renounceable
Rights issue
X
Call Bonus issue
Record date 8.00pm (NZDT) / 5.00pm (AEST), 03/10/2019
Ex-Date (one business day before the
Record Date)
02/10/2019
Currency NZD
Section 2: Rights issue
Number of Rights to be issued Approximately 56,684,929 (subject to rounding)
Number of Financial Products to be
issued under the Rights issue
Approximately 56,684,929 Ordinary Shares (subject
to rounding)
ISIN of Rights Security (if applicable) N/A
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 4
Treatment of fractions Where fractions arise in the calculation of
entitlements, they will be rounded down to the
nearest share.
Subscription price NZ$2.55 (or A$2.37) per share.
Letters of entitlement mailed The Offer Document and Entitlement and
Acceptance Form will be sent to eligible retail
shareholders on or about Friday 4 October 2019.
Offer close Institutional Entitlement Offer – 3 October 2019.
Retail Entitlement Offer – 21 October 2019.
Quotation Date (if applicable) Market open on:
N/A
Allotment Date New Shares under the Institutional Entitlement Offer
and Institutional Bookbuild – Market open on 11
October 2019
New Shares under the Retail Entitlement Offer and
Retail Bookbuild – Market open on 29 October 2019
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Chris Kinraid

---

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity
Kathmandu Holdings Limited (KMD)

ABN
ARBN 139 836 918

We (the entity) give ASX the following information.

Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

Fully paid ordinary shares (New Shares)

2 Number of
+
securities issued or to
be issued (if known) or maximum
number which may be issued

Approximately 56,684,929 New Shares (subject
to rounding) to be issued under the fully
underwritten accelerated pro rata entitlement
offer announced to ASX on 1 October 2019 (the
Offer).

The Offer consists of an institutional
component (the Institutional Offer) and a retail
component (the Retail Offer).

The final number of New Shares to be issued
and the split of those New Shares between the
Institutional Offer and the Retail Offer is still to
be finalised and is subject to the reconciliation
of shareholder entitlements and rounding.

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
3 Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount outstanding
and due dates for payment; if
+
convertible securities, the
conversion price and dates for
conversion)
The New Shares will be on the same terms as
existing fully paid ordinary shares in KMD
(Existing Shares).

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

4 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
Yes, the New Shares will rank equally in all
respects with the Existing Shares from the date
of issue.

5 Issue price or consideration

NZ$2.55 (or A$2.37) per New Share.

6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)

The Offer proceeds will be applied, together
with additional debt funding, to fund the
acquisition of 100% of the shares in Rip Curl
Pty Group Ltd
and associated transaction costs.

6a Is the entity an
+
eligible entity that
has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
N/A

6b The date the security holder
resolution under rule 7.1A was
passed
N/A

6c Number of
+
securities issued
without security holder approval
under rule 7.1
N/A

6d Number of
+
securities issued with
security holder approval under rule
7.1A
N/A

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013
6e Number of
+
securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)

N/A

6f Number of
+
securities issued under
an exception in rule 7.2
N/A

6g If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
N/A

6h If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on which
valuation of consideration was
released to ASX Market
Announcements
N/A

6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/A

7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
New Shares under the Institutional Entitlement
Offer and Institutional Bookbuild – 11
October 2019
New Shares under the Retail Entitlement Offer
and Retail Bookbuild – 29 October
2019

Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in section
2 if applicable)

After completion of
the Offer, there will be
283,424,646 (subject
to rounding) fully paid
ordinary shares on
issue (based on the
number of Existing
Shares and the number
of New Shares to be
issued under the
Offer).
Fully paid ordinary
shares

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5

Number
+
Class
9 Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in section
2 if applicable)

375,810
374,437
261,388
Performance rights –
Kathmandu Holdings
Limited Long Term
Incentive Plan:

Issued 19 Dec 2016
Issued 20 Dec 2017
Issued 20 Dec 2018

10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
The New Shares rank equally with the Existing
Shares.

Part 2 - Pro rata issue

11 Is security holder approval
required?

No

12 Is the issue renounceable or non-
renounceable?
Non-renounceable

13 Ratio in which the
+
securities will
be offered
1 New Share for every 4 Existing Shares held
on the record date for the Offer

14
+
Class of
+
securities to which the
offer relates
Fully paid ordinary shares

15
+
Record date to determine
entitlements
8.00pm (NZDT) / 5.00pm (AEST) 3 October 2019

16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
No

17 Policy for deciding entitlements in
relation to fractions

Where fractions arise in the calculation of
entitlements, they will be rounded down to the
nearest share.

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
18 Names of countries in which the
entity has security holders who will
not be sent new offer documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
All countries except Australia and New
Zealand and such other jurisdictions (which
will include Hong Kong, Norway, Singapore,
Switzerland and UK, in each case to
shareholders that are not in the United States
or are not acting for the account or benefit of a
person in the United States) in which KMD
decides to make offers under applicable
exemptions from the requirement to issue a
prospectus or other disclosure document in
those jurisdictions.

19 Closing date for receipt of
acceptances or renunciations
Institutional Entitlement Offer – 3 October
2019.

Retail Entitlement Offer – 21 October 2019.

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

20 Names of any underwriters

The Offer is fully underwritten by Jarden
Partners Limited, Credit Suisse (Australia)
Limited and Deutsche Craigs Limited.

21 Amount of any underwriting fee or
commission
The Underwriters will be paid a fee equal to
the proceeds of the Offer multiplied by 1.50%
for their services in connection with the Offer.

22 Names of any brokers to the issue

N/A

23 Fee or commission payable to the
broker to the issue
N/A

24 Amount of any handling fee payable
to brokers who lodge acceptances
or renunciations on behalf of
security holders
N/A

25 If the issue is contingent on security
holders’ approval, the date of the
meeting
N/A

26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
The Offer Document and Entitlement and
Acceptance Form will be sent to eligible retail
shareholders on or about Friday 4 October
2019.

27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
N/A

28 Date rights trading will begin (if
applicable)
N/A

29 Date rights trading will end (if
applicable)

N/A

30 How do security holders sell their
entitlements in full through a
broker?
N/A

31 How do security holders sell part of
their entitlements through a broker
and accept for the balance?
N/A

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

32 How do security holders dispose of
their entitlements (except by sale
through a broker)?
Entitlements which are not taken up by an
eligible shareholder or which would have been
issued to ineligible shareholders had they been
entitled to participate, will be offered for sale
to institutional investors through an
institutional bookbuild, and to institutional and
certain retail investors through a retail
bookbuild.

33
+
Issue date

New Shares under the Institutional Entitlement
Offer and institutional bookbuild – 11 October
2019.

New Shares under the Retail Entitlement Offer
and retail bookbuild – 29 October 2019.

Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34 Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1

(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or
documents

35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities held by
those holders

36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over

37

A copy of any trust deed for the additional
+
securities

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9

Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought

N/A

39
+
Class of
+
securities for which
quotation is sought

N/A

40 Do the
+
securities rank equally in all
respects from the
+
issue date with an
existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
N/A

41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)

N/A

Number
+
Class
42 Number and
+
class of all
+
securities
quoted on ASX (including the
+
securities in clause 38)

N/A N/A

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013

Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX may
quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the
+
securities to be quoted complies with the law and is not
for an illegal purpose.

• There is no reason why those
+
securities should not be granted
+
quotation.

• An offer of the
+
securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any
+
securities to be quoted and
that no-one has any right to return any
+
securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the
+
securities be quoted.

• If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and complete.

Sign here: ...... ...................................................... Date: 1 October 2019
(Company secretary)

Print name: Chris Kinraid
== == == == ==

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for
eligible entities
Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid
+
ordinary
securities on issue 12 months before the
+
issue date or date of agreement to issue

Add the following:
• Number of fully paid
+
ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid
+
ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid
+
ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

Subtract the number of fully paid
+
ordinary
securities cancelled during that 12 month
period

“A”

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013

Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2

Subtract “C”
Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”

[Note: this is the remaining placement
capacity under rule 7.1]

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 13
Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1

Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items

“E”

Appendix 3B
New issue announcement

+ See chapter 19 for defined terms.

Appendix 3B Page 14 04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2

Subtract “E”
Note: number must be same as shown in
Step 3

Total [“A” x 0.10] – “E”

Note: this is the remaining placement
capacity under rule 7.1A

---

Confirmation of Director Retirement Date Notification of Dividend Exchange Rate

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.