Capital Change Notice

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 options under Kathmandu’s performance rights plan
This notice is given under the NZX Listing Rule 3.13.1 and relates to the issue of Performance Rights
which are convertible into fully paid ordinary shares in the Company should certain vesting criteria be met
under the Kathmandu Holdings Limited Long Term Incentive Plan.

Section 1: Issuer information
Name of issuer Kathmandu Holdings Limited
NZX ticker code KMD
Class of financial product Unquoted Performance Rights
convertible into fully paid ordinary
shares in Kathmandu Holdings
Limited
ISIN (If unknown, check on NZX website) NZKMDE0001S3
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 654,836 Performance Rights
Nominal value (if any) N/A
Issue/acquisition/redemption price per security
Nil
Nature of the payment (for example, cash or other consideration) No amount is payable for the
grant of Performance Rights
under the Kathmandu Holdings
Limited Long Term Incentive Plan
Amount paid up (if not in full) N/A
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)
The Performance Rights comprise
100% of the financial products of
that class.
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)
• Each Performance Right
granted under the Plan entitles
the holder to acquire one fully
paid ordinary share in Kathmandu
Holdings Limited.
• The number of
Performance Rights that vest will
depend on Kathmandu Holdings
Limited’s performance over a 12
month performance period to 31
July 2020 assessed against
financial performance conditions
(EBIT).
• Performance Rights will
lapse where the performance
conditions are not met.
• Performance Rights will
lapse where the holder ceases to
be employed by the Kathmandu
Group as at 31 July 2021.
• There is no amount
payable by holders either on grant
or exercise of the Performance
Rights.

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
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Performance Rights to
selected Senior Management
employees to be converted into
Ordinary Shares in the company
upon the satisfaction of certain
conditions in accordance with the
Kathmandu Holdings Limited
Long Term Incentive Plan.
Authorised by Board resolutions
dated 12 December 2019.
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.
654,836 Performance Rights.

In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
Not applicable
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 resolutions 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)
• The holder of the
Performance Rights has the
right to be issued Ordinary
Shares vesting on 31 July
2021 provided the employee
remains in employment with
the company to that date.
• The number of Performance
Rights that vest will depend
on Kathmandu Holdings
Limited’s performance over
the 12 months ending 31
July 2020 assessed against
financial performance targets
(EBIT).
• Performance Rights will
lapse where the
performance conditions are
not met.
Date of issue/acquisition/redemption 20 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

20/12/2019

---

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

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

Performance Rights


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

654,836

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
3
Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount outstanding
and due dates for payment; if
+
convertible securities, the
conversion price and dates for
conversion)
• Each Performance Right granted under
the Kathmandu Holdings Limited Long
Term Incentive Plan entitles the holder
to acquire one fully paid ordinary share
in Kathmandu Holdings Limited.
• The number of performance rights that
vest will depend on Kathmandu
Holdings Limited’s performance over a
12 month performance period to 31 July
2020 assessed against financial
performance conditions (EBIT).
• Performance rights will lapse where the
performance conditions are not met.
• Performance rights will lapse where the
holders ceases to be employed by the
Kathmandu Group as at 31 July 2021.
• There is no amount payable by holders
either on grant or exercise of the
Performance Rights.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3


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

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
Prior to vesting, the Performance Rights do not
entitle the holder to vote, receive dividends or
distributions.

The ordinary shares issued on exercise of
performance rights will rank equally with all
existing ordinary shares in the capital of the
Company.


5 Issue price or consideration

Nil financial consideration is payable for issue of
Performance Rights.


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






The performance rights are issued under the
Kathmandu Holdings Limited Long Term
Incentive Plan as an incentive for certain senior
management.


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
No


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



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



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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

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




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



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.



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



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



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.
654,836 performance rights granted on 20
th

December 2019.



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



295,073,217 Ordinary Shares

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5


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









374,437
261,388
654,836


Performance rights –
Kathmandu Holdings
Limited Long Term
Incentive Plan:

Issued 20 Dec 2017
Issued 20 Dec 2018
Issued 20 Dec 2019


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Any new Ordinary Shares issued on the
exercise of the Performance Rights will rank
equally with the existing Ordinary Shares on
issue


Part 2 - Pro rata issue – NOT APPLICABLE

11 Is security holder approval required?




12 Is the issue renounceable or non-
renounceable?



13
Ratio in which the
+
securities will be
offered



14
+
Class of
+
securities to which the
offer relates



15
+
Record date to determine
entitlements




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



17 Policy for deciding entitlements in
relation to fractions




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.



19 Closing date for receipt of
acceptances or renunciations

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
20 Names of any underwriters





21 Amount of any underwriting fee or
commission



22 Names of any brokers to the issue





23 Fee or commission payable to the
broker to the issue



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



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



26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled



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



28 Date rights trading will begin (if
applicable)



29 Date rights trading will end (if
applicable)





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



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



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



33
+
Issue date

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7



Part 3 - Quotation of securities – NOT APPLICABLE
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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013
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





39
+
Class of
+
securities for which
quotation is sought




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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9
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)





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






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.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013





Sign here: ............................................................. Date: 20 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 11
Appendix 3B – Annexure 1

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

Part 1

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

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

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

“A”

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013
Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items

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

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

Total [“A” x 0.15] – “C”
[Note: this is the remaining placement
capacity under rule 7.1]

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

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

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

Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as
separate line items

“E”

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 14 04/03/2013
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2

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

Total [“A” x 0.10] – “E”

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