Capital Change Notice and Appendix 3B

Capital Change 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

Notice of issue of ordinary shares under Kathmandu’s performance rights plan
This notice is given under the NZX Listing Rules 3.13.1 and 3.15.2 and relates to the conversion of
performance rights under the 2016 tranche of Kathmandu’s performance rights plan pursuant to which
participants were issued performance rights which entitle them to receive fully paid ordinary shares in
Kathmandu should certain vesting criteria be met.

After the vesting of the performance rights detailed in this notice, there will be no further remaining
performance rights of that same class.


Section 1: Issuer information
Name of issuer Kathmandu Holdings Limited
NZX ticker code KMD
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZKMDE0001S3
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 375,810
Nominal value (if any) N/A
Issue/acquisition/redemption price per security
Nil consideration for issue of
Ordinary Shares
Nature of the payment (for example, cash or other consideration) Ordinary shares issued on one-
for-one conversion of
Performance Rights granted
under the Kathmandu Holdings
Limited Long Term Incentive Plan
for Employees 19 December 2016
Amount paid up (if not in full) Fully paid
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
0.13% (being 375,810 out of
294,697,407 Ordinary Shares on
issue immediately before the
issue)
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example, the
exercise price and exercise date)
Not applicable
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Ordinary Shares under
the Kathmandu Holdings Limited
Long Term Incentive Plan.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
295,073,217
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
Not applicable

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

Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 12
December 2019 pursuant to NZX
Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of ordinary shares which
rank equally with all other fully
paid ordinary shares in
Kathmandu Holdings Limited
Date of issue/acquisition/redemption 13 December 2019
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Chris Kinraid
Contact person for this announcement Chris Kinraid
Contact phone number 03 968 6110
Contact email address chris.kinraid@kathmandu.co.nz
Date of release through MAP

16/12/2019

---

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

375,810 New Shares




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.

Appendix 3B Page 2 04/03/2013


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

Nil cash consideration for issue of Ordinary
Shares.


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






Ordinary shares issued on one‐for‐one
conversion of Performance Rights granted
under the Kathmandu Holdings Limited
Long Term Incentive Plan for Employees 19
December 2016


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.

04/03/2013 Appendix 3B Page 3
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.
13/12/2019



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



295,073,217 Fully paid ordinary
shares

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013


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








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

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?

N/A


12 Is the issue renounceable or non-
renounceable?
N/A


13 Ratio in which the
+
securities will
be offered
N/A


14
+
Class of
+
securities to which the
offer relates
N/A


15
+
Record date to determine
entitlements
N/A



16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
N/A


17 Policy for deciding entitlements in
relation to fractions

N/A


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.
N/A


19 Closing date for receipt of
acceptances or renunciations
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5

20 Names of any underwriters


N/A


21 Amount of any underwriting fee or
commission
N/A


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
N/A


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 6 04/03/2013

32 How do security holders dispose of
their entitlements (except by sale
through a broker)?
N/A


33
+
Issue date


N/A


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


Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought

N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7
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 8 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: 16 December 2019
(Company secretary)


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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9
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 10 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 11
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 12 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