Notice of Annual Meeting

Notice of
Annual Meeting
2019
KATHMANDU HOLDINGS LIMITED
Link Market Services, Level 11, Deloitte Centre,
80 Queen Street, Auckland, New Zealand
OR online at www.virtualmeeting.co.nz/kmd19
Friday, 22 November 2019 at 11am (NZDT)

Kathmandu Holdings Limited (ARBN 139 836 918)
Notice of
Annual Meeting
NOTICE IS GIVEN that the tenth Annual Meeting of
Kathmandu Holdings Limited (“the Company”) will be
held at Link Market Services, Level 11, Deloitte Centre,
80 Queen Street, Auckland, New Zealand or online at
www.virtualmeeting.co.nz/kmd19 on Friday,
22 November 2019 at 11am (NZDT).
AGENDA
Item 1: Chairman address
Item 2: CEO address
Item 3: Financial Statements
To receive the Annual Report of the Company for the year
ended 31 July 2019, including the financial statements and
Auditor’s report.
Item 4: Election of Directors
Resolution 1. Mr. Xavier Simonet
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution:
“That Mr. Xavier Simonet, who retires at the Annual
Meeting and is eligible for re-election, be re-elected as a
Director of the Company.”
Resolution 2. Ms. Andrea Martens
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution:
“That Ms. Andrea Martens, who was appointed by the
Board on 1 August 2019 and retires at the Annual Meeting,
be elected as a Director of the Company.”
Item 5: Auditors’ Remuneration
Resolution 3. To consider and, if thought fit, to pass the
following resolution as an ordinary resolution:
“To record that PricewaterhouseCoopers continue in office
as the Company’s auditors and to authorise the Directors
to fix the remuneration of PricewaterhouseCoopers for the
ensuing year.”
The Board unanimously supports resolutions 1 to 3 and
recommends that shareholders vote in favour of them at
the meeting.
Item 6: General business
To consider such other business of the Company as may be
properly brought before the meeting in accordance with the
Company’s Constitution.
Ordinary resolution threshold
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).
Addresses by Chairman and Chief
Executive Officer
Please note that for shareholders who are unable to attend
the meeting, transcripts of the Chairman’s and Chief
Executive Officer’s addresses to the meeting (and any
accompanying slide presentations) will be posted on the
Company’s website at kathmanduholdings.com and released
to NZX’s and ASX’s market announcement platforms at the
same time or before they are delivered to the meeting.
By Order of the Board
Chris Kinraid
Company Secretary
21 October 2019
3KATHMANDU NOTICE OF ANNUAL MEETING 2019

Explanatory
Statement
Introduction
The purpose of this Explanatory Statement is to provide
shareholders with further information on the resolutions to be
put to the Annual Meeting of Kathmandu Holdings Limited
(“the Company”) to be held on Friday, 22 November 2019.
Item 4: Re-election and election
of Directors
NZX Listing Rule 2.7.1 requires that:
• a director must not hold office (without re-election)
past the third annual meeting following the director’s
appointment or 3 years, whichever is longer; and
• a director appointed by the board must not hold office
(without re-election) past the next annual meeting
following the director’s appointment.
Pursuant to the updated NZX Listing Rules dated 1
January 2019 which were adopted by the Company on
15 April 2019, Xavier Simonet, as an Executive Director (the
Chief Executive Officer), is no longer exempt from these
retirement requirements.
Director Mr. Xavier Simonet retires by rotation and offers
himself for re-election by shareholders at the Annual Meeting.
Director Ms. Andrea Martens, having been appointed by the
Board on 1 August 2019, retires and offers herself for election
by shareholders at the Annual Meeting.
In the Board’s opinion:
• Mr. Simonet, would not, if appointed as at the date of
this Notice of Meeting, be an Independent Director of the
Company as defined in the NZX Listing Rules; and
• Ms. Martens, would, if appointed as at the date of this
Notice of Meeting, be an Independent Director of the
Company as defined in the NZX Listing Rules.
The Board unanimously supports the re-election of Mr.
Simonet and the election of Ms. Martens.
Information about the candidates for election
a. Resolution 1. – Mr. Xavier Simonet
Mr. Simonet has been the CEO and Managing Director of
Kathmandu since June 2015. Mr. Simonet brings over 20 years
of international experience in building brands and developing
successful retail businesses in fashion, apparel, accessories
and related products.
Mr. Simonet’s prior roles include CEO of Radley & Co Limited
(London), VP & GM International of DB Apparel UK Limited,
11 years with LVMH (primarily Asia-Pacific) and International
Director of Seafolly. Mr. Simonet resides in Canberra, Australia.
b. Resolution 2. – Ms. Andrea Martens
Ms. Martens has extensive executive leadership experience
having spent over 20 years working with some of the world’s
best known-brands and organisations. She is currently the
CEO of ADMA and has previously held roles as the Global Chief
Marketing Officer for Jurlique International, and Managing
Director and VP Marketing, Home and Personal Care for
Unilever Australia and New Zealand. Ms. Martens is also a
member of the Australian Institute of Company Directors
and named as one of the top 50 CMOs in Australia by CMO
Magazine. Ms. Martens resides in New South Wales, Australia.
Item 5: Auditors’ Remuneration –
Resolution 3.
PricewaterhouseCoopers is the existing auditor of the
Company and has indicated its willingness to continue in
office. Pursuant to section 207T of the Companies Act 1993
of New Zealand, PricewaterhouseCoopers is automatically
reappointed at the annual meeting as auditor of the
Company. The proposed resolution is to authorise the Directors
to fix the auditors’ remuneration for the following year for the
purposes of section 207S of the Companies Act 1993.
4KATHMANDU NOTICE OF ANNUAL MEETING 2019

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 5.00pm (NZDT) on
Wednesday, 20 November 2019.
Shareholders attending the annual 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/
kmd19. 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.
Questions by
shareholders
In addition to asking questions at the meeting, written
questions to the Board, Senior Management and the Auditors
of the Company, may be submitted no later than 11:00am
(NZDT) on Wednesday, 20 November 2019 to:
The Chairman
Kathmandu Holdings Limited
C/- Company Secretary
PO Box 1234
Christchurch 814
0
New Zealand
Facsimile: +64 3 373 6116
Email: Company.secretary@kathmandu.co.nz
Copies of written questions and answers will be available at
the meeting and a full transcript of the meeting will be posted
on the Company’s website within 24 hours of the meeting.
5KATHMANDU NOTICE OF ANNUAL MEETING 2019

Proxies & Postal Votes
1. Any person entitled to attend and vote at the annual
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:
http://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.
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 directions for each of
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 postal / proxy 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 11am (NZDT) or 9am
(AEDT) on Wednesday, 20 November 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
6KATHMANDU NOTICE OF ANNUAL MEETING 2019

KATHMANDU HOLDINGS LIMITED
NOTICE OF ANNUAL MEETING 2019
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
ISO14001 Environmental Management System.

---

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

Link Market Services Limited

PO Box 91976
Auckland 1142

New Zealand


SCAN THIS QR CODE WITH YOUR SMARTPHONE AND
VOTE ONLINE








General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com



Kathmandu Holdings Limited Annual Meeting 2019 Admission Card, Proxy or Postal Voting Form


The Kathmandu Holdings Limited (the “Company”) Annual Meeting will be held on Friday, 22 November 2019 at 11am (NZDT) at Link
Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland, New Zealand. Shareholders are also able to attend the Annual
Meeting online via the Link Market Services Virtual Meeting platform at www.virtualmeeting.co.nz/kmd19. If you will be attending
online, you will require your Holder Number for verification purposes.

If you propose NOT to attend the Annual Meeting, but wish to vote by postal vote, or appoint a proxy please complete and return this
form (please keep it intact) to Link Market services no later than 11am (NZDT) or 9am (AEDT) on Wednesday 20 November 2019
(being 48 hours before the commencement of the Annual Meeting). Proxy appointment or Postal Voting can also be completed online.
Please read the instructions below before completing this form. Please do not appoint a proxy if you are voting by Postal Vote.

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

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

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

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

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

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



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

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

authorised officer acting under the express or implied authority
of the shareholder, or an attorney duly authorised
by the
shareholder.

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

POSTAL VOTE / PROXY FORM

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

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

Hereby appoint ____________________________________ of ________________________________________
Full Name Address
or failing him/her ____________________________________ of ________________________________________
Full Name Address
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at Link Market Services, Level
11, Deloitte Centre, 80 Queen Street, Auckland at 11am (New Zealand Daylight time) on Friday, 22 November 2019 and at any
adjournment of that meeting.


STEP 2: VOTING DIRECTIONS

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


Resolution 1. To re-elect Mr. Xavier Simonet as a Director.


Resolution 2. To elect Ms. Martens as a Director.


Resolution 3. Auditor remuneration.








STEP 3: SHAREHOLDER QUESTIONS
Please submit any questions about the Company that you would like us to respond to at the Company’s Annual Meeting. Your
questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of
Meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
vote.linkmarketservices.com/KMD and completing the online validation process or complete the question section below and
return to Link Market Services. Questions will need to be submitted by 11am (NZDT) Wednesday 20 November 2019.











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



Contact Name ________________________ Daytime Telephone ____________________ Date ______________________________


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

Question: