Results of Special Meeting of Shareholders

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

18 October 2019

KATHMANDU HOLDINGS LIMITED – RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

Kathmandu Holdings Limited (the “Company”) is pleased to announce that shareholders have voted in favour
of the resolutions proposed at the Special Meeting held in Sydney, Australia today, Friday 18 October 2019
(“Special Meeting”).

Please see the attached results of the Special Meeting.

In relation to the acquisition of Rip Curl Group Pty Limited announced on 1 October 2019, the shareholder
approval condition has been satisfied and completion is expected to occur on 31 October 2019.

The Company’s shareholders have approved amendments to its constitution at the Special Meeting. A copy of
the constitution as amended is attached.


ENDS

For further information, please contact:
Corporate
Chris Kinraid
Company Secretary

Investors
Eric Kuret
Market Eye
+61 417 311 335
eric.kuret@marketeye.com.au


Media
Helen McCombie
Citadel-MAGNUS
+ 61 2 8234 0103

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Meeting Results 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
18 October 2019

Results of Kathmandu Holdings Limited Special Shareholder Meeting

At Kathmandu Holdings Limited’s special shareholder meeting, held in Sydney today, 18 October 2019,
shareholders were asked to vote on two resolutions, which were supported by the Board.

As required by NZX Listing Rule 6.1, all voting was conducted by a poll.

The resolutions passed by shareholders were:

• 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.

• To amend the Company’s constitution in the manner described in the explanatory notes, with effect
from the close of the Special Meeting.

Detail of the total number of votes cast in person or by a proxy holder are:

Resolution For Against Abstain
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.
211,634,257

99.96%
87,489

0.04%
1,395,561
To amend the Company’s constitution in the manner
described in the explanatory notes, with effect from
the close of the Special Meeting.
210,206,744

99.99%
25,204

0.01%
1,610,108


Authority for this announcement
Name of person authorised to make this
announcement
Chris Kinraid
Contact person for this announcement Chris Kinraid
Contact phone number 0064 3 968 6244
Contact email address
Chris.Kinraid@kathmandu.co.nz
Date of release through MAP 18/10/2019

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New Zealand Company Number 2334209
Australian Registered Body Number 139 836 918

Constitution of Kathmandu
Holdings Limited

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
100378786/7309524.4041595775/838496.1 2
TABLE OF CONTENTS
1 PRELIMINARY 6
1.1 Defined terms 6
1.2 Further definitions 6
1.3 Construction 6
1.4 Enforcement 7
2 RELATIONSHIP BETWEEN CONSTITUTION AND LISTING RULES 7
2.1 Incorporation of Listing Rules while listed by NZX 7
2.2 Company must comply with Listing Rules while listed by NZX 8
2.3 Constitution subject to Listing Rules while Company is listed 8
2.4 NZX rulings 8
2.5 Failure to comply with Listing Rules has limited effect in some cases 8
3 SHARES AND SHAREHOLDERS 8
3.1 Board need not comply with statutory pre-emptive rights 8
3.2 Issue of Shares 8
3.3 Further issues of Shares do not affect rights of existing shareholders 9
3.4 Conversion, consolidation and subdivision 9
3.5 Share register may be divided 9
3.6 Record date for shareholder voting 9
3.7 Registration of separate parcels 9
3.8 Board may refuse or delay transfer 9
3.9 Compulsory sale of less than Minimum Holdings 9
3.10 Board may make calls on Shares 10
3.11 Forfeiture of Shares where calls or other amounts unpaid 10
3.12 Company’s lien 10
3.13 Company may acquire and hold Shares 11
3.14 Proceedings at meetings of shareholders and interest groups 11
4 DIRECTORS 11
4.1 Board composition 11
4.2 Independent Directors 11
4.3 Appointment of Directors 11
4.4 Rotation of Directors 12
4.5 No shareholding qualification for Directors 12
4.6 Election of chairperson of the Board and term of office 12
4.7 Office of Director vacated in certain cases 12
4.8 Meetings of the Board 12
4.9 Written resolutions of Board permitted 13
4.10 Written resolutions may be in counterparts 13
4.11 Board delegates to comply with regulations 13
4.12 Committee proceedings 13
4.13 Directors may appoint and remove alternate Directors 13
4.14 Alternate Director has powers of appointer 13
4.15 Remuneration of alternate Director 13
4.16 Termination of appointment of alternate Director 14
5 DIRECTORS' REMUNERATION 14

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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5.1 Executive Directors 14
5.2 Expenses 14
5.3 Special remuneration 14
6 INDEMNITY AND INSURANCE 14
6.1 Company may indemnify Directors and employees for certain liabilities 14
6.2 Company may effect insurance for Directors and employees 14
7 DISTRIBUTIONS 14
7.1 Method of payment 14
7.2 Currency of payment 15
7.3 Deductions 15
7.4 Entitlement date 15
7.5 Unclaimed distributions 15
8 LIQUIDATION 15
8.1 Distribution of surplus 15
8.2 Distribution in kind 15
8.3 Trusts 16
9 EXECUTION OF DEEDS 16
9.1 Manner of execution of deeds 16
FIRST SCHEDULE: CALLS, FORFEITURE AND LIENS 17
1 INTERPRETATION 17
1.1 Construction 17
2 CALLS ON SHARES 17
2.1 Shareholders must pay calls 17
2.2 Call made when Board resolution passed 17
2.3 Joint holders are jointly and severally liable 17
2.4 Unpaid calls will accrue interest 17
2.5 Amounts payable under terms of issue treated as calls 18
2.6 Board may differentiate between shareholders as to calls 18
2.7 Board may accept payment in advance for calls 18
3 FORFEITURE OF SHARES 18
3.1 Board may by notice require forfeiture of Shares if calls unpaid 18
3.2 Notice of forfeiture must satisfy certain requirements 18
3.3 Failure to comply with notice may lead to forfeiture 18
3.4 Board may deal with forfeited Share 19
3.5 Shareholder whose Shares are forfeited loses rights 19
3.6 Evidence of forfeiture 19
3.7 Company may sell forfeited Share 19
4 LIEN ON SHARES 19
4.1 Company’s lien 19
4.2 Waiver of lien 20
4.3 Company may sell Share on which it has a lien 20
4.4 Company may transfer Share and apply proceeds 20

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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SECOND SCHEDULE: PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 21
1 INTERPRETATION 21
1.1 Construction 21
2 NOTICE 21
2.1 Written notice must be given to shareholders, Directors and auditors 21
2.2 Notice must state nature of business 21
2.3 Proxy form must be sent with notice 21
2.4 Irregularities in notice may be waived 21
2.5 Company’s accidental failure to send notice does not invalidate meeting 21
2.6 Notice of an adjournment 22
3 MEETING AND QUORUM 22
3.1 Methods of holding meetings 22
3.2 Business to be transacted only if a quorum is present 22
3.3 Quorum for shareholders’ meeting 22
3.4 Meeting convened at shareholders’ request dissolved if no quorum 22
3.5 Other meetings to be adjourned if no quorum 22
4 CHAIRPERSON 23
4.1 Chairperson of Board to be chairperson of meeting 23
4.2 Directors may elect chairperson if chairperson of Board not available 23
4.3 As a last resort shareholders may elect chairperson 23
4.4 Chairperson’s power to adjourn meeting 23
4.5 Chairperson may dissolve or adjourn unruly meetings 23
4.6 Dissolved meetings - unfinished business 23
5 VOTING 24
5.1 Voting by show of hands or voice vote at meeting 24
5.2 Voting by electronic means 24
5.3 Votes of joint holders 24
5.4 Shareholder loses certain voting rights if calls unpaid 24
5.5 Chairperson not allowed casting vote 24
5.6 Chairperson’s declaration of result 24
6 POLLS 24
6.1 Poll may be demanded by chairperson or shareholder 24
6.2 Time at which poll is to be taken 25
6.3 Counting votes cast in a poll 25
6.4 Declaration of poll result 25
6.5 Proxy allowed to demand a poll 25
7 SHAREHOLDER PROPOSALS 25
7.1 Shareholder proposals by written notice 25
8 PROXIES 25
8.1 Proxies permitted 25
8.2 Proxy to be treated as shareholder 25
8.3 Appointment of proxy must be in writing or approved electronic format and specify
restrictions 25
8.4 Notice of proxy to be produced at least 48 hours before meeting 26

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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8.5 Form of notice of proxy 26
8.6 Vote by proxy valid where no notification before meeting of disqualified proxy 26
9 POSTAL VOTES 26
9.1 Postal votes are permitted 26
10 CORPORATE REPRESENTATIVES 27
10.1 Corporations may act by representative 27
11 MINUTES 27
11.1 Board must keep minutes of proceedings 27
12 OTHER PROCEEDINGS 27
12.1 Shareholder participation by electronic means 27
12.2 Chairperson may regulate other proceedings 27
THIRD SCHEDULE: PROCEEDINGS OF THE BOARD 28
1 INTERPRETATION 28
1.1 Construction 28
2 NOTICE OF MEETING 28
2.1 Director’s power to convene meetings 28
2.2 Notice to be sent to Director’s address 28
2.3 Notice to contain certain details 28
2.4 Period of notice required to be given to Directors 28
2.5 Absent Directors 28
2.6 Directors may waive irregularities in notice 28
3 MEETING AND QUORUM 29
3.1 Methods of holding meetings 29
3.2 Quorum for Board meeting 29
3.3 Meeting adjourned if no quorum 29
4 CHAIRPERSON 29
4.1 Chairperson to chair meetings 29
5 VOTING 29
5.1 Voting on resolutions 29
5.2 Chairperson does not have a casting vote 29
6 MINUTES 30
6.1 Board must keep minutes of proceedings 30
7 OTHER PROCEEDINGS 30
7.1 Board may regulate other proceedings 30

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
1 PRELIMINARY
1.1 Defined terms
In this constitution the following expressions have the following meanings:
Act means the Companies Act 1993;
Board means the Directors of the Company from time to time;
Company means Kathmandu Holdings Limited;
constitution means this constitution as it may be amended from time to time in
accordance with the Act;
Director means a person appointed as a director of the Company in accordance with
this constitution;
Independent Director has the meaning given to that term by the Listing Rules;
Listing Rules means the Listing Rules applying to the NZX Main Board (or any
successor to that market) as altered from time to time by NZX;
NZX means NZX Limited, its successors and assigns and, as the context permits,
includes any duly authorised delegate of NZX;
Share means a share in the Company; and
Treasury Stock means Shares which have been acquired by the Company and are
held by the Company as treasury stock pursuant to the Act, and includes Shares
which are held by a subsidiary of the Company other than in accordance with section
82(6) of the Act.
1.2 Further definitions
Subject to clause 1.1, expressions:
(a) which are defined in the Listing Rules (whether or not expressed with an initial
capital letter) have the meanings given by the Listing Rules; AND
(b) which are defined in the Act (whether generally or for the purposes of one or
more particular provisions) have the meanings given to them by the Act.
Where an expression is defined in the Act more than once and in different
contexts, its meaning will be governed by the context in which it appears in
this constitution.
1.3 Construction
In this constitution:
(a) headings appear as a matter of convenience and do not affect the
interpretation of this constitution;

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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(b) the singular includes the plural and vice versa, and words importing one
gender include the other genders;
(c) a reference to a call or an amount called in respect of a Share includes an
amount that, by the terms of issue of a Share or otherwise, is payable at one
or more fixed times;
(d) a reference to something being "written" or "in writing" includes that thing
being represented or reproduced in any mode in a visible form;
(e) a reference to an enactment or any regulations is a reference to that
enactment or those regulations as amended, or to any enactment or
regulations substituted for that enactment or those regulations;
(f) a reference to a Rule or the Listing Rules includes that Rule or the Listing
Rules as from time to time amended or substituted;
(g) a reference to permitted by the Act or permitted by the Listing Rules means
not prohibited by the Act or not prohibited by the Listing Rules; and
(h) the Schedules form part of this constitution.
1.4 Enforcement
(a) Each Shareholder submits to the non-exclusive jurisdiction of the courts of New
Zealand with respect to any proceedings that may be brought at any time relating to
this constitution.
(b) If at any time any provision of this constitution is or becomes illegal, invalid or
unenforceable in any respect pursuant to the law of any jurisdiction, then that does
not affect or impair:
(i) the legality, validity or enforceability in that jurisdiction of any other provision
of this constitution; or
(ii) the legality, validity or enforceability pursuant to the law of any other
jurisdiction of that or any other provision of this constitution.
2 RELATIONSHIP BETWEEN CONSTITUTION AND LISTING RULES
2.1 Incorporation of Listing Rules while listed by NZX
For so long as the Company is listed by NZX:
(a) this constitution is deemed to incorporate all provisions of the Listing Rules
required under the Listing Rules to be contained or incorporated by reference
in this constitution, as those provisions apply from time to time (and as
modified by any ruling or waiver relevant to the Company);
(b) shareholders must not cast a vote if prohibited from doing so by the Listing
Rules; and
(c) Directors must not cast a vote if prohibited from doing so by the Listing Rules.

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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2.2 Company must comply with Listing Rules while listed by NZX
For so long as the Company is listed by NZX, the Company must comply with the
Listing Rules. Subject to clause 2.4, if this constitution contains any provision
inconsistent with the Listing Rules, then the Listing Rules prevail.
2.3 Constitution subject to Listing Rules while Company is listed
To the extent that any provision of this constitution is expressed as being subject to
the Listing Rules or requires compliance with the Listing Rules, such provision will
only be subject to, or require compliance with, the Listing Rules for so long as the
Company is listed.
2.4 NZX rulings
If NZX has granted a ruling in relation to the Company authorising any act or
omission which in the absence of that ruling would be in contravention of the Listing
Rules or this constitution that act or omission will, unless a contrary intention
appears in this constitution, be deemed to be authorised by the Listing Rules and by
this constitution.
2.5 Failure to comply with Listing Rules has limited effect in some cases
Any failure to comply with:
(a) the Listing Rules; or
(b) a provision in this constitution corresponding with a provision in the Listing
Rules (whether such provision is set out in full in this constitution or
incorporated in it pursuant to clause 2.1),
by the Company or shareholders does not affect the validity or enforceability of any
transaction, contract, action, decision or vote taken at a meeting of Equity Security
holders or other matter done or entered into by, or affecting, the Company, except
that a party to a transaction or contract who knew of the non-compliance shall not
be entitled to enforce that transaction or contract. This clause does not limit the
rights of Equity Security holders against the Company or the Directors.
3 SHARES AND SHAREHOLDERS
3.1 Board need not comply with statutory pre-emptive rights
Section 45 of the Act does not apply to the Company.
3.2 Issue of Shares
(a) Subject to this constitution and any rights and restrictions attached to a class of
Shares or other securities, the Company may by resolution of the Board issue
Shares (in different classes), options to acquire Shares, and other securities with
rights of conversion to Shares on any terms, to any person, at any time and for any
consideration, as the Board resolves.
(b) Subject to this constitution and the Listing Rules, the Company may:
(i) issue preference shares on such terms as the Board may determine;
(ii) issue or redeem redeemable Shares on such terms as the Board may
determine; and

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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(iii) exercise an option to redeem redeemable Shares issued by the Company in
relation to one or more holders of redeemable Shares,
in accordance with the Act and the Listing Rules.
3.3 Further issues of Shares do not affect rights of existing shareholders
Subject to this constitution, the Board may issue Shares that rank as to voting or
distribution rights, or both, equally with or in priority to any existing Shares. Any
such issue will not be treated as an action affecting the rights attached to those
existing Shares unless the terms of issue of those Shares expressly provide
otherwise.
3.4 Conversion, consolidation and subdivision
The Board may:
(a) convert any issued Shares into another class of Shares on such terms as the
Board may determine;
(b) consolidate and divide Shares or any class of Shares in proportion to those
Shares or the Shares in that class; and/or
(c) subdivide Shares or any class of Shares in proportion to those Shares or the
Shares in that class.
3.5 Share register may be divided
The Share register may be divided into 2 or more registers kept in different places.
3.6 Record date for shareholder voting
The Board may determine in a notice of meeting for the purpose of voting at that
meeting that those registered shareholders as at 5.00 pm on a day not more than
2 working days before the meeting will be the only persons entitled to exercise the
right to vote at that meeting.
3.7 Registration of separate parcels
A shareholder or a transferee may request the Company to register the Shares held
by that person in two or more separately identifiable parcels. Where the Company
agrees to such a request, the Company may, so far as it considers convenient,
communicate with the shareholder of the securities, pay distributions and otherwise
act in respect of such parcel, as if the separately identifiable parcels belonged to
different persons.
3.8 Board may refuse or delay transfer
The Board may in its absolute discretion refuse or delay the registration of any
transfer of Shares (subject to their terms of issue) if permitted to do so by the Act
or the Listing Rules.
3.9 Compulsory sale of less than Minimum Holdings
(a) The Company may at any time give notice to a security holder holding less than a
Minimum Holding that if, at the expiration of 3 months after the date the notice is
given, securities then registered in the name of the holder are less than a Minimum
Holding the Company may sell those securities on market (including through a
broker acting on the Company’s behalf).

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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(b) The Board may authorise the transfer of the securities sold by the Company under
this clause 3.9 and the holder is deemed to have authorised the Company to act on
behalf of the holder and to sign all necessary documents relating to the sale. The
purchaser of securities sold by the Company under this clause 3.9 shall have no
obligation to ensure the proceeds of the sale of those securities is applied in
accordance with this clause 3.9, nor shall the title to the securities be affected by
any irregularity or invalidity in the procedures under this constitution relating to the
sale. The remedy of any person aggrieved by the sale is in damages only and
against the Company exclusively.
(c) The proceeds of the sale of any securities sold under this clause must be applied as
follows:
(i) first, in payment of any reasonable sale expenses.
(ii) second, in satisfaction of any unpaid calls or any other amounts owing
to the Company in respect of the securities.
(iii) the residue, if any, must be paid to the person who was the holder
immediately before the sale or his or her executors, administrators or
assigns.
(d) A certificate signed by a Director that records that a power of sale under this clause
has arisen and is exercisable by the Company is conclusive evidence of the facts
stated in that certificate.
3.10 Board may make calls on Shares
The Board may make calls on any shareholder for any amount that is unpaid on that
shareholder’s Shares and not otherwise payable at a specified time or times under
this constitution or the terms of issue of those Shares or any contract for the issue
of those Shares. The First Schedule governs calls on Shares.
3.11 Forfeiture of Shares where calls or other amounts unpaid
The Board may exercise the rights set out in the First Schedule for forfeiture of any
Shares if the holder of those Shares fails to pay:
(a) a call payable on those Shares; or
(b) any amount that is payable under this constitution or the terms of issue of
those Shares or any contract for the issue of the Shares,
on or before the date for its payment, together with any accrued interest and any
expenses incurred by the Company by reason of the non-payment.
3.12 Company’s lien
The Company has a lien on Shares and distributions in respect of such Shares on the
terms set out in the First Schedule.

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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3.13 Company may acquire and hold Shares
Subject to this constitution and the Listing Rules, the Company may:
(a) purchase or otherwise acquire Shares issued by the Company and may hold
Shares as Treasury Stock; and
(b) make an offer to one or more holders of Shares to acquire Shares issued by
the Company in such number or proportions as it thinks fit,
in accordance with the Act and the Listing Rules.
3.14 Proceedings at meetings of shareholders and interest groups
The Second Schedule governs the proceedings at meetings of shareholders. The
Second Schedule also governs the proceedings of meetings of any interest group
required to be held by the Act, the Listing Rules, or this constitution, with all
necessary consequential modifications.
4 DIRECTORS
4.1 Board composition
The composition of the Board must include the following:
(a) the minimum number of Directors (other than alternate directors) is three and
the maximum number of Directors (other than alternate directors) is eight;
(b) at least two Directors must be ordinarily resident in New Zealand; and
(c) while the Company is listed by the NZX, it shall have not less than the
minimum number of Independent Directors prescribed by the Listing Rules.
4.2 Independent Directors
While the Company is listed by the NZX, the Company and the Board shall comply
with the Listing Rules applicable to the appointment and identification of
Independent Directors under clause 4.1(c).
4.3 Appointment of Directors
(a) Any natural person who is not disqualified under the Act and, if required under the
Listing Rules, who has been nominated within the time limits under (and in
accordance with the other requirements of) the Listing Rules, may be appointed as a
Director by an ordinary resolution of shareholders.
(b) The Board may appoint any person who is not disqualified under the Act to be a
Director to fill a vacancy or as an addition to the existing Directors. Any Director
appointed under this clause (including any person who subsequent to his or her
appointment as a Director becomes an executive Director) may hold office only until
the next annual meeting, and is then eligible for election.
(c) The persons holding office as directors of the Company on adoption of this
constitution continue in office and are deemed to have been appointed as Directors
pursuant to this constitution. Similarly the chairperson of the Board continues in
office and is deemed to have been appointed as chairperson pursuant to this
constitution.

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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4.4 Rotation of Directors
(a) Each Director shall retire from office when required to do so by the Listing Rules,
but, subject to the Listing Rules, shall be eligible for re-election (including at any
meeting at which the Director retires).
(b) A Director retiring at a meeting of shareholders continues to hold office:
(i) until he or she is re-elected; or
(ii) if he or she is not re-elected, until the end of the meeting of shareholders at
which he or she retires (or any adjournment of that meeting).
4.5 No shareholding qualification for Directors
There is no shareholding qualification for Directors.
4.6 Election of chairperson of the Board and term of office
(a) The Directors may elect one of their number as chairperson and, if they so
determine a deputy chairperson, of the Board.
(b) The chairperson of the Board and, if one has been elected, the deputy chairperson of
the Board holds that office until he or she vacates that office or the Directors elect a
chairperson or deputy chairperson (as the case may be) in his or her place.
4.7 Office of Director vacated in certain cases
The office of Director is vacated if the person holding that office:
(a) dies;
(b) is removed from office pursuant to the Act;
(c) is an executive Director and ceases to be an employee of the Company or of a
related body corporate of the Company;
(d) becomes an insolvent under administration;
(e) becomes of unsound mind or a person whose property is liable to be dealt
with pursuant to a law about mental health; or
(f) is absent from 3 consecutive meetings of the Board without leave being
granted by a resolution of the Board and the Board resolves that the Director
has vacated office;
(g) becomes disqualified from being a director pursuant to the Act; or
(h) retires from office and is not re-elected or deemed to have been re-elected
under this constitution.
4.8 Meetings of the Board
The Third Schedule governs the proceedings at meetings of the Board, except where
otherwise agreed by all Directors in relation to a particular meeting or meetings.
The third schedule to the Act does not apply to proceedings of the Board.

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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4.9 Written resolutions of Board permitted
A written resolution signed or assented to by a majority of the Directors then
entitled to receive notice of a meeting of the Board and who together would
constitute a quorum at a meeting is as valid and effective as if it had been passed at
a meeting of the Board duly convened and held.
4.10 Written resolutions may be in counterparts
Any written resolution may consist of several copies of the resolution, each signed or
assented to by one or more of the Directors. A copy of a written resolution, which
has been signed and is sent by email or any similar means of communication
(including PDF counterparts), will satisfy the requirements of this clause.
4.11 Board delegates to comply with regulations
In exercising the Board’s delegated powers, any committee of Directors, Director,
employee, or any other person must comply with any regulations that the Board
may impose.
4.12 Committee proceedings
The provisions of this constitution relating to meetings and proceedings of the Board
also apply to meetings and proceedings of any committee of Directors, except to the
extent the Board determines otherwise.
4.13 Directors may appoint and remove alternate Directors
Every Director may:
(a) appoint any person who is not a Director and is not disqualified by the Act or
this constitution from being a Director, and whose appointment has been
approved in writing by a majority of the other Directors, to act as an alternate
Director in his or her place either for a specified period, or generally during
the absence or inability to act from time to time of such Director; and
(b) remove his or her alternate Director from that office,
by giving written notice to that effect to the Company. A majority of the other
Directors may similarly remove an alternate of a Director from that office.
4.14 Alternate Director has powers of appointer
While acting in the place of the Director who appointed him or her, an alternate
Director:
(a) has, and may exercise and discharge, all the powers, rights, duties and
privileges of that Director (including the right to receive notice of, be counted
as part of the quorum of, and participate in a meeting, of the Board, and to
sign any document, including a written resolution, and to act as chairperson
of the Board, but excluding the right to appoint an alternate Director); and
(b) is also subject to the same terms and conditions of appointment as that
Director, except that he or she is not entitled to receive remuneration.
4.15 Remuneration of alternate Director
Each alternate director’s remuneration (if any) must be paid by the Director who
appointed the alternate Director.

CONSTITUTION OF KATHMANDU HOLDINGS LIMITED
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4.16 Termination of appointment of alternate Director
The appointment of an alternate Director terminates automatically if the Director
who appointed him or her ceases to be a Director or if an event occurs which would
cause him or her to vacate office if he or she were a Director. A Director retiring by
rotation and being re-elected is not to be treated as having ceased to be a Director
for the purposes of this clause.
5 DIRECTORS' REMUNERATION
5.1 Executive Directors
Nothing in the Listing Rules concerning the payment of remuneration to Directors in
their capacity as Directors of the Company or any subsidiary shall affect the
remuneration of executive Directors in their capacity as executives.
5.2 Expenses
A Director may be reimbursed for reasonable travelling, accommodation and other
expenses incurred in the course of performing duties or exercising powers as a
Director without requiring the prior approval of shareholders.
5.3 Special remuneration
Notwithstanding anything in the Listing Rules governing the authorisation of
remuneration payable to Directors in their capacity as Directors of the Company or
any subsidiary by holders of Shares, but subject to the Listing Rules applicable to
transactions with related parties of the Company, the Board may authorise special
remuneration to any Director who is or has been engaged by the Company or a
subsidiary to carry out any work or perform any services which is not in the capacity
of a director of the Company or a subsidiary.
6 INDEMNITY AND INSURANCE
6.1 Company may indemnify Directors and employees for certain liabilities
The Company shall indemnify a Director or employee of the Company or a related
company for any liability or costs for which a director or employee may be
indemnified under the Act. The Board may determine the terms and conditions of
such an indemnity.
6.2 Company may effect insurance for Directors and employees
The Company may, with the prior approval of the Board, effect insurance for a
Director or employee of the Company or a related company for any liability or costs
for which a company may effect insurance for a director or employee under the Act.
The Board may determine the amounts and the terms and conditions of any such
insurance.
7 DISTRIBUTIONS
7.1 Method of payment
Any distribution or other money payable to a shareholder may be paid by cheque
sent through the post to the registered address of the shareholder or in any other
manner determined by the Board and directed by the person entitled to the
payment. In the case of joint holders, cheques may be sent to the registered
address of the person first named on the share register.

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7.2 Currency of payment
The Board may, in its discretion, differentiate between shareholders as to the
currency in which distributions are to be paid. In exercising that discretion the
Board may have regard to the registered address of a shareholder, the share
register on which a shareholder's shares are registered or any other matter the
Board considers appropriate. In any case where a distribution is to be paid in a
currency other than New Zealand currency, the amount payable will be converted
from New Zealand currency in a manner, at a time and at an exchange rate
determined by the Board.
7.3 Deductions
The Board may deduct from distributions payable to any shareholder in respect of
any Shares any:
(a) unpaid calls or other amounts, and any interest payable on such amounts,
relating to the specific Shares; and
(b) amounts the Company may be called upon to pay under any legislation in
respect of the specific Shares.
7.4 Entitlement date
Distributions or other payments to shareholders of the Company will be payable to
the persons who are the registered as holders of those Shares on an entitlement
date fixed by the Board.
7.5 Unclaimed distributions
Distributions or other monetary payments, and any other moneys payable to any
shareholder or former shareholder in respect of Shares, unclaimed for one year after
having been authorised may be used for the benefit of the Company until claimed.
All distributions or other monetary payments, and any other moneys payable to any
shareholder or former shareholder in respect of Shares, unclaimed for five years
after having been authorised may be forfeited by the Board for the benefit of the
Company. The Company shall, nevertheless, annul the forfeiture and pay a claimant
which produces evidence of entitlement.
8 LIQUIDATION
8.1 Distribution of surplus
Subject to the rights of the shareholders of the Company and to clauses 8.2 and 8.3,
upon the liquidation of the Company the surplus assets of the Company (if any)
must be distributed among the shareholders in proportion to their shareholding. If
any shareholders shares are not fully paid up the liquidator of the Company may
require those shares to be fully paid up before the shareholder receives any
distribution of the surplus assets of the Company in respect of those shares.
8.2 Distribution in kind
With the approval of the shareholders of the Company by ordinary resolution, the
liquidator of the Company may divide amongst the shareholders in kind the whole or
any part of the surplus assets of the Company (whether or not they are of the same
kind) and for that purpose the liquidator may:

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(a) attribute values to assets as the liquidator considers appropriate; and
(b) determine how the division will be carried out as between the shareholders or
different Classes of shareholders.
8.3 Trusts
With the approval of the shareholders of the Company by ordinary resolution, the
liquidator may vest the whole or any part of any surplus assets of the Company in
trustees upon trust for the benefit of shareholders of the Company. The liquidator
may determine the terms of the trust.
9 EXECUTION OF DEEDS
9.1 Manner of execution of deeds
An obligation which, if entered into by a natural person, would, by law, be required
to be by deed, may be entered into on behalf of the Company in writing signed
under the name of the Company by a Director, or any other person authorised by
the Board, whose signature must be witnessed, or as otherwise permitted by the
Act.

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FIRST SCHEDULE: CALLS, FORFEITURE AND LIENS
1 INTERPRETATION
1.1 Construction
Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
2 CALLS ON SHARES
2.1 Shareholders must pay calls
(a) Every shareholder on receiving at least 10 working days’ (or any other period of
notice required by the Listing Rules or any terms of issue of the relevant Shares)
notice specifying the time or times and the place of payment must pay, in
accordance with that notice, the amount called to be paid in respect of any Shares
that shareholder holds.
(b) The non-receipt of a notice of a call by, or the accidental omission to give notice of a
call to, any shareholder does not invalidate the call.
(c) The Board may revoke or postpone a call at any time prior to the date on which
payment of that call is due, or require a call to be paid by instalments.
2.2 Call made when Board resolution passed
A call is regarded as having been made at the time when the Board resolution
authorising the call was passed.
2.3 Joint holders are jointly and severally liable
The joint holders of a Share are jointly and severally liable to pay all calls for that
Share.
2.4 Unpaid calls will accrue interest
(a) If an amount called is not paid in full at the time specified for payment, the person
from whom the amount is due must pay the Company:
(i) interest on the amount that remains unpaid at a rate determined by the Board
and calculated from the time specified for payment until the day of actual
payment (with such interest accruing daily and capitalised at any interval that
the Board resolves); and
(ii) all costs and expenses that the Company incurs due to the failure to pay or
the late payment.
(b) Subject to the Listing Rules, the Board may waive some or all of the payment of that
interest.

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2.5 Amounts payable under terms of issue treated as calls
Any amount that becomes payable on issue or at any specified date under this
constitution or under the terms of issue of Shares or under a contract for the issue
of Shares, will be regarded as being a call duly made and payable on the specified
date. If the payment is not made, the relevant provisions of this constitution will
apply as if the amount had become payable by virtue of a call made in accordance
with this constitution.
2.6 Board may differentiate between shareholders as to calls
On the issue of Shares, the Board may differentiate between shareholders as to the
amount of calls to be paid and the times of payment.
2.7 Board may accept payment in advance for calls
(a) Where a shareholder is willing to advance some or all of the money unpaid and
uncalled on any Share of that shareholder, the Board may accept the amount
advanced on the Company’s behalf. The Board may pay interest on that amount at
a rate agreed between the Board and that shareholder for the period between the
date that the amount is accepted and the date that the amount becomes payable
pursuant to a call or the date specified for its payment.
(b) The Board may at any time repay to any shareholder the whole or any portion of
any money so advanced upon giving that holder notice in writing and as from the
date of such repayment interest (if any) shall cease to accrue on the money so
repaid.
(c) A shareholder is not entitled as of right to any payment of interest on any amount so
paid in advance and the Board may decline to pay any interest. Any amount so paid
in advance must not be taken into account in ascertaining the amount of any
distribution payable upon the Shares concerned.
3 FORFEITURE OF SHARES
3.1 Board may by notice require forfeiture of Shares if calls unpaid
The Board may during the time that a call or other amount remains unpaid on a
Share, serve a notice on the holder of that Share requiring payment of the unpaid
call or other amount, together with any accrued interest and any costs or expenses
incurred by the Company by reason of non-payment.
3.2 Notice of forfeiture must satisfy certain requirements
The notice served on a shareholder under clause 3.1 must specify a date not earlier
than 10 working days after the date the notice is served by which the payment is to
be made. The notice must also state that in the event of non-payment by the
appointed time, the Shares to which the call or other amount relates will be liable to
be forfeited by the shareholder.
3.3 Failure to comply with notice may lead to forfeiture
Where a valid notice under clause 3.1 is served on a shareholder and the
shareholder fails to comply with the notice, then the Board may resolve that any
Share for which that notice was given and all distributions authorised and not paid
before the notice was served be forfeited.

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3.4 Board may deal with forfeited Share
A forfeited Share may be sold, cancelled or otherwise disposed of on such terms and
in such manner as the Board thinks fit. However, the Board may cancel the
forfeiture at any time before the sale or other disposition on such terms as the
Board thinks fit if the call or other amount which remains unpaid on the Share is
paid.
3.5 Shareholder whose Shares are forfeited loses rights
A person whose Shares have been forfeited immediately ceases to be a shareholder
in respect of those Shares notwithstanding any other provision of this constitution,
and remains liable to pay the unpaid amount that the shareholder owes the
Company, but that liability shall cease if the Company receives payment in full of all
money owing for those Shares.
3.6 Evidence of forfeiture
A certificate signed by a Director that a Share has been duly forfeited on a stated
date is conclusive evidence of the facts stated in that certificate.
3.7 Company may sell forfeited Share
The Company may receive the consideration, if any, given for a forfeited Share
following a sale or disposition, and may execute a transfer of the Share in favour of
the person to whom the Share is sold or disposed of, and register that person as the
holder of the Share. That person is not bound to see to the application of the
purchase money, if any, nor is the title to the Share affected by any irregularity or
invalidity in the procedures under this constitution in respect of the forfeiture, sale
or disposal of that Share. Any residue after satisfaction of unpaid calls, instalments,
premiums or other amounts and interest, and expenses, shall be paid to the
previous holder, or to his or her executors, administrators or assigns.
4 LIEN ON SHARES
4.1 Company’s lien
The Company has a lien, ranking in priority over all other equities, on:
(a) all Shares registered in the name of a shareholder; and
(b) all distributions authorised in respect of such Shares; and
(c) the proceeds of sale of such Shares,
for:
(d) unpaid calls payable in respect of any such Shares; and
(e) interest and expenses on any such calls; and
(f) sale expenses owing to the Company in respect of any such Shares; and

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(g) any amounts that the Company may be called on to pay under any statute,
regulation, ordinance or other legislation in respect of the Shares of that
shareholder, whether the period for payment has arrived or not.
4.2 Waiver of lien
Registration of a transfer of Shares on which the Company has any lien will operate
as a waiver of the lien, unless the Company gives notice to the contrary to the
transferee prior to registration.
4.3 Company may sell Share on which it has a lien
The Company may sell a Share on which it has a lien in such manner as the Board
thinks fit, where:
(a) the lien on the Share is for a sum which is presently payable; and
(b) the registered holder of the Share, or the person entitled to it on his or her
death or bankruptcy, has failed to pay that sum after the Company has
served that registered holder written notice demanding payment of that sum.
4.4 Company may transfer Share and apply proceeds
(a) The Company may receive the consideration given for a Share sold under clause 4.3,
and may execute a transfer of the Share in favour of the person to whom the Share
is sold, and register that person as the holder of the Share discharged from all calls
due prior to the purchase.
(b) The purchaser is not bound to see to the application of the purchase money, and the
purchaser’s title to the Share is not affected by any irregularity or invalidity in the
proceedings relating to the sale. The remedy of any person aggrieved by the sale
shall be in damages only and against the Company exclusively.
(c) The Company must apply the sale proceeds in payment of the sum presently
payable on the lien, and the balance, if any, shall (subject to a like lien for sums not
presently payable that existed upon the Share before the sale) be paid to the person
who held the Share immediately before the date of sale or to his or her executors,
administrators or assigns.

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SECOND SCHEDULE: PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
1 INTERPRETATION
1.1 Construction
(a) This Schedule is to be read together with Schedule 1 of the Act.
(b) Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
(c) A reference in this Schedule to a shareholder present at a meeting or entitled to
vote at a meeting includes a reference to a proxy of a shareholder, a representative
of a corporate shareholder, an attorney of a shareholder, and any person who may
lawfully act on behalf of a shareholder.
2 NOTICE
2.1 Written notice must be given to shareholders, Directors and auditors
Subject to the Act and the Listing Rules, written notice of the time and place of a
meeting of shareholders must be sent to every shareholder entitled to receive notice
of the meeting and to every Director and any auditor of the Company.
2.2 Notice must state nature of business
The notice must:
(a) state the nature of the business to be transacted at the meeting in sufficient
detail to enable a shareholder to form a reasoned judgment in relation to it;
(b) state the text of any special resolution to be submitted to the meeting;
(c) contain or be accompanied by sufficient explanation to enable a reasonable
person to understand the effect of the resolutions proposed in the notice; and
(d) for so long as the Company is listed, comply with the requirements of the
Listing Rules.
2.3 Proxy form must be sent with notice
A proxy form must be sent by mail or electronically with each notice of meeting.
2.4 Irregularities in notice may be waived
Any irregularity in a notice of a meeting is waived if all the shareholders entitled to
attend and vote at the meeting attend the meeting without protest as to the
irregularity or if all such shareholders agree to the waiver.
2.5 Company’s accidental failure to send notice does not invalidate meeting
The accidental omission to send notice of a meeting to, or the failure to receive
notice by, any person entitled to that notice, does not invalidate the proceedings at
that meeting.

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2.6 Notice of an adjournment
(a) If a meeting is adjourned for less than 30 days no notice of the time and place of the
adjourned meeting need be given other than by announcement at the meeting from
which the adjournment took place and any announcement required by the Listing
Rules.
(b) If a meeting is adjourned for 30 days or more, notice of the adjourned meeting must
be given in the same way as notice was given of the meeting from which the
adjournment took place including any announcement required by the Listing Rules.
3 MEETING AND QUORUM
3.1 Methods of holding meetings
A meeting of shareholders may be held:
(a) by a number of shareholders, who constitute a quorum, being assembled
together at the place, date and time appointed for the meeting; or
(b) by means of an audio, or audio and visual, communication by which all
shareholders participating and constituting a quorum can simultaneously hear
each other throughout the meeting; or
(c) by a combination of both the methods described in clauses 3.1(a) and 3.1(b).
The Company is not required to hold meetings of shareholders in the manner
specified in clauses 3.1(b) or 3.1(c). Meetings will be held in that manner only if the
notice of meeting so specifies or the Board otherwise decides that the Company
should do so. A shareholder participating in a meeting by means of audio, audio and
visual, or electronic communication is present at the meeting and part of the
quorum.
3.2 Business to be transacted only if a quorum is present
Subject to clauses 3.4 and 3.5, business may be transacted at a meeting of
shareholders only if a quorum is present at the time when the meeting proceeds to
business.
3.3 Quorum for shareholders’ meeting
A quorum for a meeting of shareholders is present if 3 or more shareholders are
present having the right to vote at the meeting.
3.4 Meeting convened at shareholders’ request dissolved if no quorum
If a quorum is not present within 30 minutes after the time appointed for the
meeting convened on the written request of shareholders holding Shares together
carrying at least 5 percent of the voting rights entitled to be exercised, the meeting
will be dissolved automatically.
3.5 Other meetings to be adjourned if no quorum
If a quorum is not present within 30 minutes after the time appointed for a meeting
(other than a special meeting convened under the Act or a meeting of an interest
group), the meeting will be adjourned to the same day in the following week at the

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same time and place, or to such other day, time, and place as determined by the
Board. If at the adjourned meeting a quorum is not present within 30 minutes after
the time appointed for the meeting, the shareholders present will constitute a
quorum.
4 CHAIRPERSON
4.1 Chairperson of Board to be chairperson of meeting
The chairperson of the Board, if one has been elected by the Directors and is present
at a meeting of shareholders, will chair the meeting.
4.2 Directors may elect chairperson if chairperson of Board not available
If no chairperson of the Board has been elected or, if at any meeting of shareholders
the chairperson of the Board is not present within 15 minutes of the time appointed
for the commencement of the meeting or is unwilling to act, the deputy chairperson
of the Board (if any) shall be the chairperson, or failing him or her, the Directors
present may elect one of their number to be chairperson of the meeting.
4.3 As a last resort shareholders may elect chairperson
If at any meeting of shareholders, no Director is willing to act as chairperson or if no
Director is present within 15 minutes of the time appointed for the commencement
of the meeting, the shareholders present may elect one of their number to be
chairperson of the meeting.
4.4 Chairperson’s power to adjourn meeting
The chairperson of a meeting at which a quorum is present:
(a) may adjourn the meeting or any business, motion, question or resolution
being considered or remaining to be considered at the meeting or any
discussion or debate, either to a later time at the same meeting or to an
adjourned meeting to be held at the time and place determined by the
chairperson; and
(b) must adjourn the meeting if directed by the meeting to do so.
The only business that may be transacted at any adjourned meeting is the business
left unfinished at the meeting from which the adjournment took place.
4.5 Chairperson may dissolve or adjourn unruly meetings
The chairperson may adjourn or dissolve the meeting if in his or her opinion the
meeting has become so unruly, disorderly or inordinately protracted, that the
business of the meeting cannot be conducted in a proper and orderly manner. The
chairperson may exercise this power without the consent of the meeting and without
giving reasons.
4.6 Dissolved meetings - unfinished business
If the chairperson proposes to dissolve a meeting pursuant to clause 4.5, and there
is any item of unfinished business of the meeting which in his or her opinion requires
to be voted upon, then that item shall be dealt with by the chairperson directing it to
be put to the vote by a poll without further discussion.

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5 VOTING
5.1 Voting by show of hands or voice vote at meeting
In the case of a meeting of shareholders held under clause 3.1(a), unless a poll is
demanded, voting at the meeting will be by a show of hands or by voice vote, as the
chairperson may determine.
5.2 Voting by electronic means
To the extent permitted by the Act and the Listing Rules, the Board may allow
shareholders to vote by signifying their assent or dissent by electronic means
(including voting on a personal computer, with such vote being transmitted to the
meeting), instead of the shareholder voting by another method permitted by the Act
or this constitution.
5.3 Votes of joint holders
Where two or more persons are registered as the holders of a Share, the vote of the
person named first in the share register and voting on a matter must be accepted to
the exclusion of the votes of the other joint holders.
5.4 Shareholder loses certain voting rights if calls unpaid
If a sum due to the Company in respect of any Share registered in a shareholder’s
name has not been paid then that Share may not be voted at any meeting of
shareholders or an interest group.
5.5 Chairperson not allowed casting vote
In the case of an equality of votes the chairperson does not have a casting vote.
5.6 Chairperson’s declaration of result
Unless a poll is demanded, a declaration by the chairperson of the meeting that a
resolution on a show of hands or voice vote or by such other manner as the
chairperson may have decided under clause 5.2 is carried by the requisite majority
or lost, shall be conclusive evidence of that fact.
6 POLLS
6.1 Poll may be demanded by chairperson or shareholder
At a meeting of shareholders, a poll may be demanded, either before or after a vote
by show of hands or voice vote, by:
(a) the chairperson, at his or her absolute discretion;
(b) at least 5 shareholders having the right to vote at the meeting;
(c) a shareholder or shareholders having the right to exercise at least 10 percent
of the total votes entitled to be exercised on the business to be transacted at
the meeting; or
(d) a shareholder or shareholders holding Shares that confer a right to vote at the
meeting and on which the total amount paid up is at least 10 percent of the
total amount paid up on all the Shares that confer that right.

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6.2 Time at which poll is to be taken
A poll demanded on the election of a chairperson of a meeting or on a question of
adjournment must be taken immediately. A poll demanded on any other question is
to be taken at such time as the chairperson of the meeting directs. The meeting
may proceed to deal with any business other than that upon which a poll has been
demanded pending the taking of the poll.
6.3 Counting votes cast in a poll
If a poll is taken, votes must be counted according to the votes attached to the
Shares of each shareholder present and voting.
6.4 Declaration of poll result
(a) The chairperson of the meeting may declare the result of a poll either at or after the
meeting, and when the outcome of the poll is known, may do so regardless of
whether all votes have been counted.
(b) The result of a poll declared by the chairperson of the meeting will be treated as the
resolution of the meeting at which the poll was demanded on the issue for which the
poll was taken.
6.5 Proxy allowed to demand a poll
The instrument appointing a proxy to vote at a meeting confers authority to
demand, or join in demanding a poll, and a demand by a person as proxy for a
shareholder has the same effect as a demand by the shareholder.
7 SHAREHOLDER PROPOSALS
7.1 Shareholder proposals by written notice
A shareholder may give written notice to the Board of a matter the shareholder
proposes to raise for discussion or resolution at the next meeting of shareholders at
which the shareholder is entitled to vote. The provisions of clause 9 of the first
schedule to the Act apply to any notice given pursuant to this clause.
8 PROXIES
8.1 Proxies permitted
A shareholder may either exercise the right to vote by being present in person or
represented by proxy.
8.2 Proxy to be treated as shareholder
A proxy for a shareholder is entitled to attend and be heard at a meeting of
shareholders as if the proxy were the shareholder.
8.3 Appointment of proxy must be in writing or approved electronic format and
specify restrictions
A proxy must be appointed by a notice in writing that is signed by or in the case of
an electronic notice, sent by the shareholder, or by appointing the proxy online as
per the Company’s instructions in a notice of meeting, and the notice must state
whether the appointment is for a particular meeting or a specified term. A proxy
need not be a shareholder of the Company.

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8.4 Notice of proxy to be produced at least 48 hours before meeting
No appointment of a proxy is effective in relation to a meeting unless a copy of the
notice of appointment is produced to the Company at least 48 hours before the time
for holding the meeting or adjourned meeting at which the person named in the
notice proposes to vote. If the written notice appointing a proxy is signed under
power of attorney, a copy of the power of attorney (unless already deposited with
the Company) and a signed certificate of non-revocation of the power of attorney
must accompany the notice.
8.5 Form of notice of proxy
(a) A notice appointing a proxy shall be in such form as required by the Listing Rules
and otherwise as the Board may direct.
(b) Proxy forms must as a minimum (so far as the subject matter and form of
resolutions reasonably permits) provide for two-way voting (for or against) on all
resolutions, enabling the shareholder to instruct the proxy as to the casting of the
vote, must not be sent with any name or office (e.g. “chairman of directors”) filled in
as proxy holder, and must contain a statement outlining who is subject to voting
restrictions.
(c) Proxy forms may in accordance with the Listing Rules provide that, if the
shareholder does not name a proxy in the form or if the named proxy does not
attend the meeting, a named person or office will act as the shareholders’ proxy and
vote in accordance with the shareholder’s express direction.
(d) So far as reasonably practicable, resolutions must be framed in a manner which
facilitates two way voting instructions for proxy holders.
8.6 Vote by proxy valid where no notification before meeting of disqualified
proxy
Where:
(a) the shareholder has died or become incapacitated; or
(b) the proxy, or the authority under which the proxy was executed, has been
revoked; or
(c) the Share in respect of which the notice of proxy is given has been
transferred,
before a meeting at which a proxy exercises a vote in terms of a notice of proxy but
the Company does not receive written notice of that death, incapacity, revocation, or
transfer before the start of the meeting, the vote of the proxy is valid.
9 POSTAL VOTES
9.1 Postal votes are permitted
A shareholder may exercise the right to vote at a meeting by casting a postal vote.

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10 CORPORATE REPRESENTATIVES
10.1 Corporations may act by representative
A body corporate which is a shareholder may appoint a representative to attend any
meeting of shareholders on its behalf in the same manner as that in which it could
appoint a proxy. The representative shall be entitled to attend and be heard at a
meeting of shareholders as if the representative were the shareholder.
11 MINUTES
11.1 Board must keep minutes of proceedings
The Board must ensure that minutes are kept of all proceedings at meetings of
shareholders and that a record is kept of all written resolutions of shareholders.
Minutes which have been signed correct by the chairperson of the meeting are
evidence of the proceedings at the meeting unless they are shown to be inaccurate.
12 OTHER PROCEEDINGS
12.1 Shareholder participation by electronic means
For the purposes of this schedule, a shareholder, or the shareholder’s proxy or
representative, may participate in a meeting by means of audio, audio and visual, or
electronic communication if:
(a) the Board approves those means; and
(b) the shareholder, proxy, or representative complies with any conditions
imposed by the Board in relation to the use of those means (including for
example, conditions relating to the identity of the shareholder, proxy, or
representative and that persons approval or authentication (including
electronic authentication) of the information communicated by electronic
means).
Participation in a meeting includes participation in any manner specified in this
schedule or permitted by the constitution.
12.2 Chairperson may regulate other proceedings
Except as provided in Schedule 1 of the Act as modified by this Schedule, the
chairperson of a meeting of shareholders may regulate the proceedings at the
meeting.

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THIRD SCHEDULE: PROCEEDINGS OF THE BOARD
1 INTERPRETATION
1.1 Construction
Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
2 NOTICE OF MEETING
2.1 Director’s power to convene meetings
A Director, or any other person at the request of a Director, may convene a meeting
of the Board by giving notice in accordance with this Schedule.
2.2 Notice to be sent to Director’s address
The notice of meeting must be a written notice delivered by hand to the Director, or
sent to the address, or an electronic mail message sent to the electronic mail
address, which the Director provides to the Company for that purpose, or if an
address, or electronic mail address, is not provided, then a written notice to his or
her last place of employment or residence or known to the Company.
2.3 Notice to contain certain details
The notice of meeting must include the date, time and place of the meeting and an
indication of the matters to be discussed in sufficient detail to enable a reasonable
Director to appreciate the general import of the matters.
2.4 Period of notice required to be given to Directors
At least two days’ notice of a meeting of the Board must be given unless the
chairperson (or, in the chairperson's absence from New Zealand, the deputy
chairperson (if any), and in the deputy chairperson’s absence, any other Director)
believes it is necessary to convene a meeting of the Board as a matter of urgency, in
which case shorter notice of the meeting of the Board may be given, so long as at
least two hour’s notice is given. Any such shorter notice may be given by telephone
communication to each Director at the telephone number provided to the company
by each Director provided that written notice shall be given to the Directors within
the shorter notice period where it is practicable to do so.
2.5 Absent Directors
If a Director, who is for the time being absent from New Zealand, supplies the
Company with an address or electronic mail address to which notices are to be sent
during his or her absence, then notice must be given to that Director. Otherwise
notice need not be given to any Director for the time being absent from New
Zealand. However, if he or she has an alternate Director who is in New Zealand,
then notice must be given to that person.
2.6 Directors may waive irregularities in notice
Any irregularity in the notice of a meeting, or failure to comply with clauses 2.1 to
2.5 is waived if all Directors entitled to receive notice of the meeting attend the
meeting without protest as to the irregularity or failure, or if all Directors entitled to
receive notice of the meeting agree to the waiver.

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3 MEETING AND QUORUM
3.1 Methods of holding meetings
A meeting of the Board may be held either:
(a) by a number of Directors who constitute a quorum, being assembled together
at the place, date and time appointed for the meeting; or
(b) by means of audio, or audio and visual, communication by which all Directors
participating can simultaneously hear each other throughout the meeting.
3.2 Quorum for Board meeting
Unless otherwise determined by the Board, the quorum necessary for the
transaction of business at a meeting of the Board is a majority of the Directors. No
business may be transacted at a meeting of the Board unless a quorum is present.
3.3 Meeting adjourned if no quorum
If a quorum is not present within 30 minutes after the time appointed for a meeting
of the Board, the chairperson will adjourn the meeting to a specified day, time and
place, the day being within the next two days. If no such adjournment is made the
meeting will be adjourned automatically until the same day in the following week at
the same time and place. If at the adjourned meeting a quorum is not present
within 30 minutes from the time appointed for the meeting, the Directors present
will constitute a quorum.
4 CHAIRPERSON
4.1 Chairperson to chair meetings
The chairperson or, in the absence of the chairperson, the deputy chairperson of the
Board will chair all meetings of the Board. If no chairperson or deputy chairperson
is elected, or if at a meeting of the Board the chairperson or deputy chairperson is
not present within 15 minutes after the time appointed for the commencement of
the meeting, then the Directors present may elect one of their number to be
chairperson of the meeting.
5 VOTING
5.1 Voting on resolutions
Each Director has one vote. A resolution of the Board is passed if it is agreed to by
all Directors present without dissent or if a majority of the votes cast on it are in
favour of it. A Director must not vote where that Director is not permitted to vote
by the Listing Rules or this constitution. A Director present at a meeting of the
Board may abstain from voting on a resolution, and any Director who abstains from
voting on a resolution will not be treated as having voted in favour of it for the
purposes of the Act.
5.2 Chairperson does not have a casting vote
The chairperson of the Board does not have a casting vote.

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6 MINUTES
6.1 Board must keep minutes of proceedings
The Board must ensure that minutes are kept of all proceedings of meetings of the
Board. Minutes which have been signed correct by the chairperson of the meeting
are evidence of the proceedings at the meeting unless they are shown to be
inaccurate.
7 OTHER PROCEEDINGS
7.1 Board may regulate other proceedings
Except as set out in this Schedule, the Board may regulate its own procedure.