Kathmandu 2020 Interim Results and Equity Capital Raising

Half Year Results31 March 2020KMDConsumer Discretionary

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Kathmandu Holdings Ltd
223 Tuam Street, Christchurch 8011 249 Park Street, South Melbourne, Victoria 3205
PO Box 1234, Christchurch 8140, New Zealand PO Box 984, South Melbourne, Victoria 3205, Australia
Phone: +64 3 373 6110 Fax: +64 3 373 6116 Phone: +61 3 9267 9999 Fax: +61 3 9267 9933
kathmanduholdings.com
1

Not for distribution or release in the United States or to U.S. Persons

1 April 2020
(All amounts in New Zealand Dollars, NZ$, unless otherwise stated)

Rip Curl acquisition and organic sales growth underpinned first half result,
$207 million Equity Raising

Today, Kathmandu Holdings Limited (NZX/ASX: KMD) announces its 1H FY20 results, and a fully underwritten
$207 million Equity Raising, via a pro-rata accelerated entitlement offer (Entitlement Offer) and placement
(Placement).

1H FY20 key highlights (vs 1H FY19)
• Successful completion of the Rip Curl Acquisition, creating a more diversified group of three iconic brands
across key global markets
• Outdoor segment (Kathmandu and Oboz) total sales
1
up 0.4% at constant exchange rates
Kathmandu same store sales
2
growth of 1.5%
Online comparable sales growth of 33.1%; now comprising 11.1% of direct to consumer sales over
the last twelve months, up from 9.5%
Oboz total sales up 10.4% at constant exchange rates
• Surf segment (Rip Curl) total sales up 3.7%
Same store sales growth of 2.7%
Online comparable sales growth of 19.5%
• Group total sales up 58.8% to $363.7 million
• Group Underlying EBIT of $29.0 million, up 46.5% (excluding the impact of IFRS 16, and one-off transaction
and abnormal costs)
• Statutory NPAT of $8.1 million includes $10.3 million of one-off transaction costs and abnormal costs, and
$0.4 million from the implementation of the IFRS 16 leasing standard

Equity Raising highlights
• Kathmandu Holdings is taking pre-emptive action to fortify its balance sheet in conjunction with the
aggressive and significant cost savings and structural cost reduction initiatives the Group is implementing
in response to the global COVID-19 pandemic (COVID-19).
• The Group has launched a fully underwritten $207 million Equity Raising at an offer price of $0.50 per share
via a $30 million Placement to certain institutional investors, together with an approximately $177 million
1.2 for 1 pro-rata accelerated Entitlement Offer (together, the Equity Raising).
• Post-raising, the Group will be strongly capitalised through the current market uncertainties caused by the
global COVID-19 pandemic.

Kathmandu Holdings has announced that it intends to raise approximately $207 million to strengthen its balance
sheet and ensure the Group is strongly capitalised through the current market uncertainties caused by COVID-
19.

Kathmandu Holdings’ Group CEO Xavier Simonet said “The Group’s first half financial results highlight the
strength of our three global brands, Kathmandu, Rip Curl and Oboz. These results also show the strong position
we would have been in to drive the next wave of our growth in line with our long-term diversification strategy
had the global COVID-19 pandemic not occurred. In this situation of uncertainty and challenges, the health and
wellbeing of our team and customers is paramount, while we maintain business continuity and ensure we are
well positioned to bounce back quickly when more normal operating conditions return.”

“The Board is taking pre-emptive action with the capital raising announced today, to ensure our Group remains
strongly capitalised during the current market uncertainties. The proceeds of the Equity Raising will be used to

1
Total sales for the Outdoor segment are for the six months ended 31 January 2020. Total sales for the Surf Segment are for three
months since the acquisition of Rip Curl.
2
Same store and comparable sales are measured at constant currency. For the Outdoor segment, the measurement period is the 26 full
weeks ended 26 January 2020. For the Surf segment, the measurement period is the 12 full weeks of Rip Curl ownership from 4
November 2019 to 26 January 2020.

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
3
Equity Raising Details
The strengthening of the Group’s balance sheet will be funded via a fully underwritten
1
Equity Raising comprising
a $30 million institutional Placement and a 1.2 for 1 pro-rata accelerated non-renounceable Entitlement Offer to
raise approximately $177 million. The Placement and Entitlement Offer will raise approximately $207 million,
with the issue of approximately 413.9 million new ordinary shares (New Shares) representing 140.3% of existing
shares on issue.

The Placement and Entitlement Offer will be conducted at an offer price of $0.50 per share (Offer Price),
representing a:
• 30.2% discount to TERP
2
; and
• 51.0% discount to the last closing price of $1.02 per share on 30 March 2020.

New Shares issued under the Placement and Entitlement Offer will rank equally with existing Kathmandu
Holdings ordinary shares.

Use of Proceeds
The Group intends to use proceeds from the Equity Raising to strengthen its balance sheet.

Specifically, the Group will use the Equity Raising proceeds for the following purposes:
• to pay down the existing Revolving Multi-Option Facility ($86 million
3
);
• to provide additional cash on balance sheet ($115 million); and
• to fund the transaction costs associated with the Equity Raising.

Post the Equity Raising, the Group:
• will have total liquidity of NZ$315 million
4
, with no debt maturities prior to November 2022; and
• will reduce Net Debt / LTM EBITDA
5
as at 31 January 2020 from 1.9x down to pro forma 0.5x.

Placement Details
The Placement to institutional investors will raise $30 million at the Offer Price of $0.50 per share. The
Placement comprises the issue of 59.8 million shares to eligible sophisticated, professional and other
institutional investors located in Australia, New Zealand and select international jurisdictions. The Placement
represents 20.3% of Kathmandu Holdings’ ordinary shares on issue following the Entitlement Offer.

The Placement is within the Company’s existing capacity under NZX Listing Rule 4.5 (following the 19 March
2020 Class Waiver and Ruling) and accordingly no shareholder approval is required to issue the New Shares.

Settlement of the Placement is scheduled to take place on Wednesday, 8 April 2020, with allotment and
quotation of the New Shares on ASX expected to occur on Thursday, 9 April 2020, while in relation to the New
Shares on the NZX this will all occur on Thursday, 9 April 2020.

Entitlement Offer Details
The 1.2 for 1 Entitlement Offer will raise a total of approximately $177 million at an Offer Price of $0.50 per
share. The Entitlement Offer will be conducted in two parts, a component to institutional investors (Institutional
Entitlement Offer) and a retail component (Retail Entitlement Offer). The Entitlement Offer is non-
renounceable, and entitlements will not be tradeable or otherwise transferrable.

Eligible shareholders under the Institutional Entitlement Offer include sophisticated, professional and other
institutional shareholders located in Australia, New Zealand and select international jurisdictions as at the

1
The Underwriting Agreement contains termination events, representations, warranties and indemnities that are customary for a transaction
of this nature.
2
TERP is the Theoretical Ex-Rights Price at which Kathmandu ordinary shares would trade immediately after the ex-rights date for the
Entitlement Offer. TERP is calculated with reference to Kathmandu’s closing share price of NZ$1.02 on 30 March 2020 and includes all
New Shares issued under the Equity Raising. TERP is a theoretical calculation only and the actual price at which Kathmandu ordinary
shares will trade immediately after the ex-rights date for the Entitlement Offer will depend on many factors and may not be equal to TERP.
3
Balance as at 31 January 2020.
4
Pro forma liquidity as at 31 January 2020, which consists of committed undrawn multi-option facility plus cash on balance sheet post
settlement of the underwritten Placement and Entitlement Offer (net of fees and expenses).
5
Calculated using 12 month rolling P&L measures, including a full 12 months of Rip Curl P&L results, and excluding transaction costs.

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
4
Record Date of Friday, 3 April 2020 (Eligible Institutional Shareholders). The Institutional Entitlement Offer
will be conducted on Wednesday, 1 April 2020.

The Retail Entitlement Offer will be offered to eligible retail shareholders with registered addresses in Australia
and New Zealand at the Record Date of Friday, 3 April 2020 (Eligible Retail Shareholders). The Retail
Entitlement Offer will open on Monday, 6 April 2020, and close on Friday, 17 April 2020 (unless extended). The
Retail Offer Document, containing full details of the Entitlement Offer, will be sent to Eligible Retail Shareholders
on Monday, 6 April 2020.

The Board of Kathmandu Holdings supports the Entitlement Offer, and the non-Executive Directors intend to
take up their direct entitlements, to the extent that they are eligible to participate in the Entitlement Offer.

Indicative timetable
1

Event Date
Announcement of Equity Raising Wednesday, 1 April 2020
Institutional Entitlement Offer and Placement opens Wednesday, 1 April 2020
Institutional Entitlement Offer and Placement closes Wednesday, 1 April 2020
Trading halt lifted – KMD shares recommence trading on NZX and
ASX on an “ex-entitlement” basis
Thursday, 2 April 2020
Record Date for the Entitlement Offer Friday, 3 April 2020
Retail Entitlement Offer opens Monday, 6 April 2020
Retail Offer Document despatched and Retail Entitlements allotted Monday, 6 April 2020
Settlement of Placement and Institutional Entitlement Offer – ASX Wednesday, 8 April 2020
Settlement, allotment and commencement of trading of New Shares
under the Institutional Entitlement Offer and Placement – NZX
Thursday, 9 April 2020
Allotment and normal trading of New Shares under the Institutional
Entitlement Offer and Placement – ASX
Thursday, 9 April 2020
Retail Entitlement Offer closes Friday, 17 April 2020
Settlement of New Shares issued under the Retail Entitlement Offer –
ASX
Thursday, 23 April 2020
Settlement, allotment and commencement of trading of New Shares
issued under the Retail Entitlement Offer – NZX
Friday, 24 April 2020
Despatch of holding statements and commencement of trading of New
Shares issued under the Retail Entitlement Offer – ASX
Monday, 27 April 2020

Additional information
Additional information regarding the Equity Raising is contained in the investor presentation released to NZX
and ASX today. The investor presentation contains important information including key risks and foreign selling
restrictions with respect to the Equity Raising.

Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors should
seek appropriate professional advice before making any investment decision.

Credit Suisse (Australia) Limited and Jarden Securities Limited are acting as arrangers for the Equity Raising
and, together with Craigs Investment Partners Limited and Forsyth Barr Limited are joint lead managers and
bookrunners for the Placement and Entitlement Offer.

1
This timetable is indicative only and may change without notice at the Company’s discretion or subject to the requirements of the NZX
Listing Rules. Kathmandu Holdings has the ability at its discretion to make changes including to extend the closing date for the Retail
Entitlement Offer, to withdraw the Entitlement Offer at any time prior to the issue of the New Shares and/or to accept late applications either
generally or in specific areas.

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
9
Important Notices and Disclaimer

Not for release or distribution in the United States
This announcement has been prepared for publication in New Zealand and Australia, and may not be released
to US wire services or distributed in the United States. This announcement does not constitute an offer to sell,
or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities
described in this announcement have not been, and will not be, registered under the US Securities Act of 1933
(the “US Securities Act”) and may not be offered or sold in the United States except in transactions exempt from,
or not subject to, registration under the US Securities Act and applicable US state securities laws.

Forward-looking statements
This announcement contains certain forward-looking statements about Kathmandu Holdings. The “may”, “will”,
“expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance” and other similar expressions are
intended to identify forward-looking statements. Forward-looking statements in this announcement include
statements regarding: statements regarding plans, strategies, growth initiatives and objectives of management,
timing, expected costs for Kathmandu Holdings, based on its estimates for 2020 and beyond and the future
operation and financial performance of Kathmandu Holdings, and the outcome of the Placement and the
Entitlement Offer and the use of proceeds therefrom. Forward-looking statements, including projections,
guidance on future earnings and estimates are provided as a general guide only and should not be relied upon
as an indication or guarantee of future performance. No representation, warranty or assurance (express or
implied) is given or made in relation to any forward-looking statement by any person (including Kathmandu
Holdings). In particular, no representation, warranty or assurance (express or implied) is given that the
occurrence of the events expressed or implied in any forward-looking statements in this announcement will
actually occur. Actual results, performance or achievement may vary materially from any projections and
forward-looking statements and the assumptions on which those statements are based. Readers are cautioned
not to place undue reliance on forward looking statements and Kathmandu Holdings assumes no obligation to
update such information.

All dollar values are in New Zealand dollars (“$”or “NZ$”) unless stated otherwise.

This announcement contains certain financial measures that are "non-IFRS financial information" under ASIC
Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published by ASIC and also “non-GAAP
financial measures” within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as
amended, and are not recognised under Australian Accounting Standards (“AAS”) and International Financial
Reporting Standards (“IFRS”). The non-IFRS/non-GAAP financial information does not have a standardised
meaning prescribed by AAS and IFRS and therefore, may not be comparable to similarly titled measures
presented by other entities, nor should they be construed as an alternative to other financial measures
determined in accordance with AAS or IFRS. Investors are cautioned not to place undue reliance on any non-
IFRS/non-GAAP financial information included in this announcement.

In addition, the pro forma historical financial information included in this announcement does not purport to be
in compliance with Article 11 of Regulation S-X under the US Securities Act and was not prepared with a view
towards compliance with the rules and regulations or guidelines of the U.S. Securities and Exchange
Commission or the American Institute of Certified Public Accountants for the preparation and presentation of
pro forma financial information.

---

KATHMANDU HOLDINGS LIMITED
Offer
Document
1.2 for 1 Accelerated Entitlement Offer of New Shares
1 April 2020
Not for release to US wire services or distribution
in the United States
This Offer Document is an important document.
You should read the entire document before
deciding what action to take with respect to
your Entitlements. If you have any doubts as to
what you should do, please consult your broker,
financial, investment or other professional advisor.

2

CONTENTS
IMPORTANT NOTICE 3

PART 1: LETTER FROM THE CHAIR 5
PART 2: OFFER AT A GLANCE 6
PART 3: IMPORTANT DATES 7
PART 4: DETAILS OF THE OFFER 9
PART 5: GLOSSARY 18
PART 6: DIRECTORY 21

3
IMPORTANT NOTICE
GENERAL INFORMATION
The Offer is made under the exclusion in clause 19 of
Schedule 1 of the Financial Markets Conduct Act 2013
and pursuant to the provisions of section 708AA of the
Corporations Act 2001 (Cth) (as modified by ASIC
Corporations (Non-Traditional Rights Issues) Instrument
2016/84 and ASIC Instrument 19-0895).
This Offer Document is not a product disclosure
statement or other disclosure document for the
purposes of the FMCA, the Corporations Act or any
other law, has not been lodged with the Financial
Markets Authority or ASIC, and does not contain all of
the information that an investor would find in a
product disclosure statement or other disclosure
document, or which may be required in order to make
an informed investment decision about the Offer or
Kathmandu.
ADDITIONAL INFORMATION AVAILABLE UNDER
KATHMANDU’S CONTINUOUS DISCLOSURE
OBLIGATIONS
Kathmandu is subject to continuous disclosure
obligations under the NZX Listing Rules. You can find
market releases by Kathmandu at nzx.com and at
asx.com.au under the code “KMD”.
Kathmandu may, during the period of the Offer, make
additional releases to the NZX and the ASX. To the
maximum extent permitted by law, no release by
Kathmandu to the NZX or the ASX will permit an
applicant to withdraw any previously submitted
application without Kathmandu’s prior consent.
OFFERING RESTRICTIONS
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or to
any person to whom, it would not be lawful to make
such an offer or invitation.
This Offer Document may not be sent or given to any
person who is not an Eligible Shareholder or an
Institutional Investor in circumstances in which the
Offer or distribution of this Offer Document would be
unlawful. The distribution of this Offer Document
(including an electronic copy) outside New Zealand or
Australia may be restricted by law. In particular, this
Offer Document may not be distributed to any person,
and the New Shares may not be offered or sold, in any
country outside of New Zealand or Australia except to
Institutional Investors or as Kathmandu may otherwise
determine in compliance with applicable laws.
Neither the Entitlements nor the New Shares have
been, or will be, registered under the US Securities Act
of 1933, as amended (US Securities Act) or the
securities laws of any state or other jurisdiction of the
United States. Accordingly, the Entitlements may not
be issued to, or taken up or exercised by, and the New
Shares may not be offered or sold, directly or indirectly,
to persons in the United States or to persons acting for
the account or benefit of a person in the United States
(to the extent such persons hold Existing Shares and are
acting for the account or benefit of a person in the
United States), except in transactions exempt from, or
not subject to, the registration requirements of the US
Securities Act and the applicable securities laws of any
state or other jurisdiction of the United States. The
Entitlements and the New Shares to be offered and
sold in the Retail Entitlement Offer pursuant to this
Offer Document may only be offered and sold outside
the United States in “offshore transactions” (as defined
in Rule 902(h) under the US Securities Act), in reliance
on Regulation S.
Further details on the offering restrictions that apply
are set out in Part Four.
If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure to
comply with such restrictions may contravene
applicable securities law. Kathmandu disclaims all
liability to such persons.
CHANGES TO THE OFFER
Subject to the NZX Listing Rules, Kathmandu reserves
the right to alter the dates set out in this Offer
Document.
Additionally, Kathmandu reserves the right to withdraw
all or any part of the Offer (either generally or in
particular cases) and the issue of New Shares at any
time before the Allotment Date at its absolute
discretion.
NO GUARANTEE
No guarantee is provided by any person in relation to
the New Shares to be issued pursuant to the Offer.
Likewise, no warranty is provided with regard to the
future performance of Kathmandu or any return on any
investments made pursuant to this Offer Document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not
constitute a recommendation to acquire or invest in
New Shares nor does it amount to financial product
advice. This Offer Document has been prepared
without taking into account the particular needs or
circumstances of any investor, including an investor’s
investment objectives, financial and/or tax position.

4
PRIVACY
Any personal information provided by Eligible
Shareholders on the Entitlement and Acceptance Form
or via the online application will be held by Kathmandu
or the Registrar at the addresses set out in the
Directory.
Kathmandu and/or the Registrar may store your
personal information in electronic format, including in
online storage or on a server or servers which may be
located in New Zealand, Australia or overseas. The
information will be used for the purposes of
administering your investment in Kathmandu.
This information will only be disclosed to third parties
with your consent or if otherwise required or permitted
by law. Under the New Zealand Privacy Act 1993 and
the Australian Privacy Act 1988 (Cth), you have the
right to access and correct any personal information
held about you.
ENQUIRIES
Enquiries about the Offer can be directed to an NZX
Primary Market Participant, or your solicitor,
accountant or other professional adviser. If you have
any questions about the number of New Shares shown
on the Entitlement and Acceptance Form that
accompanies this Offer Document, or how to apply
online or complete the Entitlement and Acceptance
Form, please contact the Registrar.
DEFINED TERMS
Capitalised terms used in this Offer Document have the
specific meaning given to them in the Glossary at Part
Five of this Offer Document.

5
PART 1: LETTER FROM THE CHAIR
Kathmandu Holdings Limited has today announced that it intends to raise approximately NZ$207 million via a
NZ$30 million underwritten placement to certain institutional investors, together with an approximately NZ$177
million underwritten 1.2 for 1 pro-rata accelerated entitlement offer (the Offer).
As you may know from our recent announcements, in line with Government regulation or generally accepted best
practice positions around the world, to minimise the spread of COVID-19 (coronavirus), we have temporarily closed
stores and offices across New Zealand, Australia, Europe, Brazil and North America. The health and safety of the
Group’s employees, customers and the broader community is our highest priority.
While we are taking steps to implement, and in some cases have already implemented, aggressive and significant
cost savings and structural cost reduction initiatives across the Group, the impacts of the virus are expected to have
a material adverse effect on our financial performance. This pre-emptive decision to raise capital is intended to
fortify the Group’s balance sheet during this difficult period and ensure we will emerge in a position of strength.
The proceeds of the placement and the Offer will be used to deleverage the Group’s balance sheet and provide
liquidity and funding for medium term operating requirements while we respond to the impacts of the virus. The
Board notes the Group’s lenders remain supportive of the business.
Under the Offer, eligible shareholders may subscribe for 1.2 new ordinary shares for every 1 existing share held as
at 7.00pm (NZDT) (5.00pm (AEDT)) on the Record Date of Friday, 3 April 2020, at an application price of NZ$0.50
per new share (or A$0.49 per new share).
The application price reflects a 51% discount to NZ$1.02, being the last closing price of Kathmandu’s shares on the
NZX on 30 March 2020, and a 30.2% discount to the theoretical ex-rights price of NZ$0.72.
1

The placement and the institutional component of the Offer will be accelerated and will close on 1 April 2020.
Eligible retail shareholders have until 5.00pm (NZST) on 17 April 2020 to subscribe for new shares. In addition to
being able to take up their entitlement, eligible retail shareholders may apply for additional shares not taken up by
other retail shareholders. Online application at www.kathmandushares.com is strongly encouraged given the
likelihood of delays with the postal system at this time.
The placement and the Offer are fully underwritten by Jarden Partners Limited, Credit Suisse (Australia) Limited,
Craigs Investment Partners Limited and Forsyth Barr Group Limited. Under the Offer, there will be no trading of
entitlements or any shortfall bookbuild of new shares not taken up. Those shareholders who do not exercise their
entitlements, or who are ineligible to do so, will have their shareholdings diluted.
Reflecting their commitment to the company, I am also pleased to confirm that all non-Executive Directors intend
to take up their direct entitlements, to the extent that they are eligible to participate in the Entitlement Offer.
On behalf of the Board, I welcome your participation in the Offer and thank you for your continued support. We
hope for the good health and wellbeing of all our stakeholders during this challenging time.
Yours Sincerely,

David Kirk
Chairman

1
TERP is the Theoretical Ex-Rights Price at which Kathmandu ordinary shares would trade immediately after the ex-rights date for the
Offer. TERP is calculated with reference to Kathmandu’s closing share price of NZ$1.02 on 30 March 2020 and includes all new
shares issued under the placement and the Offer. TERP is a theoretical calculation only and the actual price at which Kathmandu
ordinary shares will trade immediately after the ex-rights date for the Offer will depend on many factors and may not be equal to
TERP.

6
PART 2: OFFER AT A GLANCE
Issuer Kathmandu Holdings Limited
The Offer A pro rata entitlement offer of 1.2 New Shares for every 1 Existing Share held by an
Eligible Shareholder at 7:00pm (NZDT) or 5:00pm (AEDT) on the Record Date, with
fractional entitlements being rounded down to the nearest share. A shorter than usual
offer period will apply to Eligible Institutional Shareholders, with the Institutional
Entitlement Offer taking place over the Business Day the Offer is announced. If an
Eligible Shareholder does not take up all of its Entitlements, its current shareholding will
be diluted as a result of the issue of New Shares.
New Shares that are attributable to Entitlements that are not taken up by Eligible Retail
Shareholders (together with those attributable to Entitlements of Ineligible Retail
Shareholders) will be offered to Eligible Retail Shareholders who take up their
Entitlements in full.
Application Price NZ$0.50 (or the A$ Price) per New Share.
Existing Shares
currently on issue
295,073,217 Existing Shares.
Maximum number of
New Shares being
offered under the
Offer
354,087,860 New Shares (subject to rounding).
Offer size The approximate amount to be raised under the Offer is NZ$177 million.
New Shares The same class as, and ranking equally with, Existing Shares.
Eligible Retail
Shareholders
You are an Eligible Retail Shareholder if, as at 7:00pm (NZDT) or 5:00pm (AEDT) on the
Record Date, you are recorded in Kathmandu’s share register as a Shareholder and:
(a) your address is shown in Kathmandu’s share register as being in New Zealand or
Australia; or
(b) Kathmandu considers, in its discretion, you may be treated as an Eligible Retail
Shareholder,
and you are not in the United States and not acting for the account or benefit of a
person in the United States and not an Institutional Shareholder.
How to apply Eligible Retail Shareholders
Applications must be made:
(a) online at www.kathmandushares.com; or
(b) by completing the personalised Entitlement and Acceptance Form and returning
it to the Registrar together with payment.
If a postal application is made please allow plenty of time for it to be received by us.
Eligible Institutional Shareholders
The Lead Managers will contact Eligible Institutional Shareholders and advise them of
the terms and conditions of participation in the Offer and to confirm their application
process.
Underwriting The Offer is fully underwritten by the Underwriters.

7
PART 3: IMPORTANT DATES
INSTITUTIONAL ENTITLEMENT OFFER
This timetable is relevant to participants in the Institutional Entitlement Offer. Eligible Retail Shareholders should
refer to the important dates for the Retail Entitlement Offer set out in the “Retail Entitlement Offer” table on the
following page.
Key Event Date
2

Trading halt commences on the NZX Main Board and the
ASX (pre-market open)
Wednesday, 1 April 2020
Institutional Entitlement Offer opens at 10.00am (NZDT) or
8.00am (AEDT)
Wednesday, 1 April 2020
Institutional Entitlement Offer closes at 10.30pm (NZDT) or
8.30pm (AEDT)
Wednesday, 1 April 2020
Announce results of Institutional Entitlement Offer
Trading halt lifted on the NZX Main Board and ASX
Thursday, 2 April 2020
Record Date 7.00pm (NZDT) or 5.00pm (AEDT) Friday, 3 April 2020
Settlement of Institutional Entitlement Offer on ASX Wednesday, 8 April 2020
Settlement of Institutional Entitlement Offer on the NZX
Main Board and commencement of trading of allotted New
Shares on the NZX Main Board and ASX
Thursday, 9 April 2020

2
The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are indicative only.
All times and dates refer to NZ time (unless otherwise specified). Kathmandu reserves the right to amend the timetables (including by
extending the closing dates for the Offer or accepting late Applications, either generally or in particular cases) subject to the NZX Listing
Rules. Any extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares.

8
RETAIL ENTITLEMENT OFFER
The timetable immediately below is relevant to participants in the Retail Entitlement Offer. Eligible Institutional
Shareholders should refer to the important dates for the Institutional Entitlement Offer set out in the “Institutional
Entitlement Offer” table above.
Key Event Date
3

Record Date 7.00pm (NZDT) or 5.00pm (AEDT) Friday, 3 April 2020
Expected dispatch of the Offer Document and Entitlement
and Acceptance Forms
Monday, 6 April 2020
Retail Entitlement Offer opens Monday, 6 April 2020
Retail Entitlement Offer closes at 5.00pm (NZST) or 3.00pm
(AEST) (last day for online applications, or for receipt of the
Acceptance Form, with payment)
Friday, 17 April 2020
Announce results for Retail Entitlement Offer

Wednesday, 22 April 2020
Settlement of Retail Entitlement Offer on ASX Thursday, 23 April 2020
Settlement of Retail Entitlement Offer on the NZX Main
Board and commencement of trading of allotted New
Shares on the NZX Main Board
Friday, 24 April 2020
Despatch of holding statements for New Shares issued
under the Retail Entitlement Offer and commencement of
trading of allotted New Shares on ASX
Monday, 27 April 2020
Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms or apply via the online
application process as soon as possible. No cooling-off rights apply to applications submitted under the Offer.

3
The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are indicative only.
All times and dates refer to NZ time (unless otherwise specified). Kathmandu reserves the right to amend the timetables (including by
extending the closing dates for the Offer or accepting late Applications, either generally or in particular cases) subject to the NZX Listing
Rules. Any extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares.

9
PART 4: DETAILS OF THE OFFER
THE OFFER
The Offer is an offer of New Shares to Eligible Shareholders under a pro rata accelerated entitlement offer. Under
the Offer, Eligible Shareholders are entitled to subscribe for 1.2 New Shares for every 1 Existing Share held at 7:00
pm (NZDT) or 5:00 pm (AEDT) on the Record Date. The New Shares will be the same class as, and will rank equally
with, Existing Shares which are quoted on the NZX Main Board and ASX. It is a term of the Offer that Kathmandu
will take any necessary steps to ensure that the New Shares are, immediately after issue, quoted on the NZX Main
Board and ASX.
If you are an Eligible Shareholder you may take up all or some of your Entitlements or do nothing with all or some
of your Entitlements. If you are an Eligible Shareholder and you do not take up all of your Entitlements, your
current shareholding will be diluted as a result of the issue of New Shares.
The maximum number of New Shares being offered under the Offer is 354,087,860 New Shares (subject to
rounding). Kathmandu will raise a total of approximately NZ$177 million through the Offer, which is fully
underwritten by the Underwriters.
APPLICATION PRICE
The Application Price is NZ$0.50 (or the A$ Price) per New Share.
The A$ Price is A$0.49 per New Share. The Australian dollar price of A$0.49 has been set by Kathmandu taking into
account the NZ$:A$ exchange rate published by the Reserve Bank of New Zealand on its website for 31 March
2020.
The Application Price must be paid in full on application. Payment of the Application Price must be made, for the
Retail Entitlement Offer, together with a completed Entitlement and Acceptance Form delivered (either by mail,
delivery or email) to the Registry in accordance with the instructions set out in the Entitlement and Acceptance
Form or in accordance with the online application process.
If you elect to apply for New Shares using New Zealand Dollars, any New Shares issued to you will be issued on
Kathmandu’s NZX branch register. If you elect to apply for New Shares using the A$ Price, any New Shares issued to
you will be issued on Kathmandu’s ASX branch register.
Kathmandu may accept late applications and application monies, but it has no obligation to do so. Kathmandu may
accept or reject (at its discretion) any Entitlement and Acceptance Form or online application which it considers is
not completed correctly, and may correct any errors or omissions on any Entitlement and Acceptance Form or the
online application.
An application may not be withdrawn without Kathmandu’s prior consent once submitted.
Application monies received will be held in a trust account with the Registry until the corresponding New Shares
are allotted or the application monies are refunded. Interest earned on the application monies will be for the
benefit, and remain the property, of Kathmandu and will be retained by Kathmandu whether or not the issue of
New Shares takes place. Any refunds of application monies (without interest) will be made within 10 Business Days
of allotment (or the date that the decision not to accept an application is made, as the case may be).

10
WITHDRAWAL
Subject to Kathmandu’s compliance with all applicable laws, Kathmandu reserves the right to withdraw the Offer at
any time at its absolute discretion. If any Application is not accepted, all applicable application monies will be
refunded, without interest, to the relevant Shareholder.
OVERVIEW OF THE OFFER
Kathmandu will raise a total of approximately NZ$177 million through the Offer, which is fully underwritten by the
Underwriters. The maximum number of New Shares that are being offered under the Offer is 354,087,860 New
Shares (subject to rounding).
The Offer comprises the following components:
• the Institutional Entitlement Offer; and
• the Retail Entitlement Offer,
in each case, as described in further detail below.
The Offer is an accelerated non-renounceable entitlement offer, which is made pursuant to a class waiver by NZX
granted 26 March 2020. This means that if you, as an Eligible Shareholder, do not take up your full Entitlement
under the Offer, then your Entitlement will lapse, and you will receive no value for those lapsed Entitlements.
Further, if you do not take up your Entitlement, you will have your percentage holding in Kathmandu reduced as a
result of the Offer.
PURPOSE OF THE OFFER
Kathmandu intends that the proceeds raised from the Offer will be applied to deleverage the Group’s balance
sheet and provide liquidity and funding for medium-term operating requirements (including estimated redundancy
costs).
THE INSTITUTIONAL ENTITLEMENT OFFER
Overview of the Institutional Entitlement Offer
Kathmandu is offering Eligible Institutional Shareholders the opportunity to subscribe for 1.2 New Shares for every
1 Existing Share held as at 7:00 pm (NZDT) or 5:00 pm (AEDT) on the Record Date, at an Application Price of
NZ$0.50 (or the A$ Price). This ratio and the Application Price are the same as for the Retail Entitlement Offer. The
Lead Managers will seek to approach Eligible Institutional Shareholders, who may take up all, part or none of their
Entitlements.
The Institutional Entitlement Offer opens at 10:00 am (NZDT) or 8:00 am (AEDT) on Wednesday, 1 April 2020 and
closes at 10.30 pm (NZDT) or 8.30 pm (AEDT) on Wednesday, 1 April 2020 (subject to Kathmandu’s right to modify
these dates or times).
Entitlements will not be quoted and cannot be traded on the NZX Main Board, the ASX or privately transferred.
Eligibility under the Institutional Entitlement Offer
The Institutional Entitlement Offer is only open to Eligible Institutional Shareholders. Kathmandu and the Lead
Managers will determine the Shareholders who will be treated as Eligible Institutional Shareholders for the purpose
of determining the Shareholders to whom an offer of New Shares will be made under the Institutional Entitlement
Offer. In exercising their discretion, the Lead Managers may have regard to a number of matters, including legal
and regulatory requirements and logistical and registry constraints. Kathmandu and the Lead Managers will agree
on which Shareholders will be treated as Ineligible Institutional Shareholders.

11
Kathmandu reserves the right to reject any application for New Shares under the Institutional Entitlement Offer
that it considers comes from a person who is not an Eligible Institutional Shareholder.
Acceptance of Entitlement under the Institutional Entitlement Offer
The Lead Managers may seek to contact Eligible Institutional Shareholders to inform them of the terms and
conditions of participation in the Institutional Entitlement Offer and seek confirmation of their Entitlements under
the Offer. Application for New Shares by Eligible Institutional Shareholders can only be made in accordance with
that process.
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible
Institutional Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be rounded
down to the nearest whole number. Applications in excess of an Eligible Institutional Shareholder’s Entitlement will
not be accepted.
New Shares attributable to the Institutional Entitlement Offer not taken up by Eligible Institutional Shareholders
under the Institutional Entitlement Offer and the entitlements of certain Ineligible Institutional Shareholders may,
subject to demand, be allocated to Institutional Investors who participate in the institutional placement or as the
Underwriters may otherwise determine.
Settlement of the Institutional Entitlement Offer
Settlement of the Institutional Entitlement Offer will occur on the Institutional Settlement Date in accordance with
arrangements advised by the Lead Managers. Each investor remains responsible for ensuring its own compliance
with the Takeovers Code and other applicable legislation.
THE RETAIL ENTITLEMENT OFFER
Overview of the Retail Entitlement Offer
Kathmandu is offering Eligible Retail Shareholders the opportunity to subscribe for 1.2 New Shares for every1
Existing Share held as at 7.00pm (NZDT) or 5.00pm (AEDT) on the Record Date, at an Application Price of NZ$0.50
(or the A$ Price) per New Share. This ratio and the Application Price are the same as for the Institutional
Entitlement Offer. Eligible Retail Shareholders are sent this Offer Document together with a personalised
Entitlement and Acceptance Form and may take up all, part or none of their Entitlements.
The Retail Entitlement Offer opens on Monday, 6 April 2020 and closes at 5.00 pm (NZST) or 3.00pm (AEST) on
Friday, 17 April 2020 (subject to Kathmandu’s right to modify these dates or times).
Entitlements will not be quoted and cannot be traded on the NZX Main Board, the ASX or privately transferred.
Eligibility under the Retail Entitlement Offer
The Retail Entitlement Offer is only open to Eligible Retail Shareholders.
The Retail Entitlement Offer does not constitute an offer to any person who is not an Eligible Retail Shareholder
(including any Institutional Shareholder or an Ineligible Retail Shareholder). Any person allocated New Shares
under the Institutional Entitlement Offer does not have any entitlement to participate in the Retail Entitlement
Offer in respect of those New Shares.
Kathmandu reserves the right to reject any application for New Shares under the Retail Entitlement Offer that it
considers comes from a person who is not an Eligible Retail Shareholder.

12
Acceptance of Entitlement under the Retail Entitlement Offer
The Entitlement and Acceptance Form distributed to Eligible Retail Shareholders with this Offer Document sets out
an Eligible Retail Shareholder’s Entitlement to participate in the Retail Entitlement Offer. Applications for New
Shares by Eligible Retail Shareholders can only be made on an original Entitlement and Acceptance Form sent with
this Offer Document or via an online application at www.kathmandushares.com.
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible Retail
Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be rounded down to the
nearest whole number.
Eligible Retail Shareholders are not obliged to subscribe for any or all of the New Shares to which they are entitled
under the Offer. They may take up some or all of their Entitlement or allow some or all of their Entitlement to
lapse.
Any person outside New Zealand or Australia who takes up an Entitlement in the Retail Entitlement Offer (and
therefore applies for New Shares) through a New Zealand or Australian resident nominee, and their nominee, will
be deemed to have represented and warranted to Kathmandu that the Offer can be lawfully made to their
nominee pursuant to this Offer Document. None of Kathmandu, the Lead Managers, the Underwriters, the
Registrar or any of their respective directors, officers, employees, agents, or advisers accept any liability or
responsibility to determine whether a person is eligible to participate in this Offer.
Application to take up additional New Shares
New Shares that are attributable to Entitlements that are not taken up by Eligible Retail Shareholders (together
with those attributable to Entitlements of Ineligible Retail Shareholders) will be offered to Eligible Retail
Shareholders who take up their Entitlements in full.
Eligible Retail Shareholders who have taken up all of their Entitlements in full may apply for these additional New
Shares by completing the appropriate section on the Entitlement and Acceptance Form, or as directed via the
online application, and applying for additional New Shares at the Offer Price. Payment must be made for both your
Entitlements and any additional New Shares for which you wish to apply.
If you elect to apply for your Entitlements using the A$ Price, then any additional New Shares that you are applying
for must also be paid for in Australian dollars at the A$ price.
Allocations and any necessary scaling of additional New Shares applied for by Eligible Retail Shareholders who take
up their Entitlements in full will be determined by Kathmandu and the Lead Managers.
NOMINEES
If you hold Existing Shares as nominee for more than one person, then you may (depending on the nature of each
such person) be an Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible Retail Shareholder
or Ineligible Retail Shareholder with regard to the Entitlement of each such person.
Notice to nominees and custodians
The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in
the eligible jurisdictions, irrespective of whether they participated under the Institutional Entitlement Offer, may
also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose
behalf they hold existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible
Retail Shareholder.
Nominees and custodians who hold Shares as nominees or custodians will receive a letter from Kathmandu.
Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail
Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement Offer in respect of:

13
(a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an
Eligible Retail Shareholder;
(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement
Offer (whether they accepted their Entitlement or not);
(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement
Offer; or
(d) Shareholders who are not eligible under all applicable securities laws to receive an offer under the
Retail Entitlement Offer.
In particular, persons acting as nominees for other persons may not take up Entitlements on behalf of, or send any
documents relating to the Retail Entitlement Offer to, any person in the United States. Persons in the United States
and persons acting for the account or benefit of persons in the United States will not be able to exercise
Entitlements under the Retail Entitlement Offer.
Kathmandu is not required to determine whether or not any registered holder is acting as a nominee or the identity
or residence of any beneficial owners of Shares or Entitlements. Where any holder is acting as a nominee for a
foreign person, that holder, in dealing with its beneficiary will need to assess whether indirect participation by the
beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Kathmandu is not able to
advise on foreign laws.
OVERSEAS SHAREHOLDERS
The Offer is only open to Eligible Shareholders and persons that Kathmandu is satisfied can otherwise participate in
the Offer in compliance with all applicable laws. Kathmandu has determined that it is unreasonable to extend the
Retail Entitlement Offer to Ineligible Retail Shareholders and the Institutional Entitlement Offer to Ineligible
Institutional Shareholders because of the small number of such Shareholders, the number and value of Shares that
they hold and the cost of complying with the applicable regulations in jurisdictions outside New Zealand and
Australia.
This Offer Document is only being sent by Kathmandu to Eligible Shareholders. The distribution of this Offer
Document (including an electronic copy) outside New Zealand or Australia may be restricted by law. Any failure to
comply with such restrictions may contravene applicable securities law. Kathmandu disclaims all liability to such
persons.
Nominees and custodians may not distribute any part of this Offer Document, and may not permit any beneficial
shareholder to participate in the Offer who is located, in the United States or any other country outside New
Zealand and Australia except to institutional and professional investors listed in, and to the extent permitted under,
this section.
Hong Kong
WARNING: This Offer Document has not been, and will not be, registered as a prospectus under the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the
Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the
Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or
to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New
Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as
defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will
be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the
contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under

14
the securities laws of Hong Kong) other than with respect to the New Shares that are or are intended to be
disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any
rules made under that ordinance). No person allotted Entitlements or New Shares may sell, or offer to sell, such
securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date
of issue of such securities.
The contents of this Offer Document have not been reviewed by any Hong Kong regulatory authority. You are
advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this document,
you should obtain independent professional advice.
Norway
This Offer Document has not been approved by, or registered with, any Norwegian securities regulator under the
Norwegian Securities Trading Act of 29 June 2007. Accordingly, this Offer Document shall not be deemed to
constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as
defined in Norwegian Securities Regulation of 29 June 2007 no. 876 and including non-professional clients having
met the criteria for being deemed to be professional and for which an investment firm has waived the protection as
non-professional in accordance with the procedures in this regulation).
Singapore
This Offer Document and any other materials relating to the New Shares have not been, and will not be, lodged or
registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Offer
Document and any other document or materials in connection with the offer or sale, or invitation for subscription
or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or
sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons
in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part XIII of the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance
with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an
"institutional investor" (as defined in the SFA) or (iii) an “accredited investor” (as defined in the SFA). In the event
that you are not an investor falling within any of the categories set out above, please return this Offer Document
immediately. You may not forward or circulate this Offer Document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party.
There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such,
investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and
comply accordingly.
Switzerland
The offering of the New Shares in Switzerland is exempt from requirement to prepare and publish a prospectus
under the Swiss Financial Services Act ("FinSA") because such offering is made to professional clients within the
meaning of the FinSA only and the New Shares will not be admitted to trading on any trading venue (exchange or
multilateral trading facility) in Switzerland. This Offer Document does not constitute a prospectus pursuant to the
FinSA, art. 652a, or art. 752 of the Swiss Code of Obligations (in its version applicable during the transitory period
after entering into force of FinSA on January 1, 2020) or a listing prospectus within the meaning of art. 27 et seqq.
of the SIX Listing Rules (in their version enacted on January 1, 2020, and to be applied during the transitory period),
and no such prospectus has been or will be prepared for or in connection with the offering of the New Shares.

15
United Kingdom
Neither the information in this Offer Document nor any other document relating to the Offer has been delivered
for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of
section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended
to be published in respect of the New Shares.
This Offer Document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of
the FSMA) in the United Kingdom, and these securities may not be offered or sold in the United Kingdom by means
of this Offer Document, any accompanying letter or any other document, except in circumstances which do not
require the publication of a prospectus pursuant to section 86(1) of the FSMA. This Offer Document should not be
distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any
other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA)
received in connection with the issue or sale of the New Shares has only been communicated or caused to be
communicated and will only be communicated or caused to be communicated in the United Kingdom in
circumstances in which section 21(1) of the FSMA does not apply to Kathmandu.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have
professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("FPO"), (ii) who fall
within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant
persons"). The investments to which this Offer Document relates are available only to, and any invitation, offer or
agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person
should not act or rely on this Offer Document or any of its contents.
UNDERWRITING AGREEMENT
Kathmandu has requested the Underwriters to underwrite the Offer and the Underwriters have agreed to do so.
This means that the Underwriters will subscribe at the Application Price for any New Shares that are not subscribed
for under the placement or by Eligible Shareholders under the Offer in accordance with the terms of the
Underwriting Agreement. A summary of the principal terms of the Underwriting Agreement are set out
immediately below:
• The Underwriters have the power to appoint sub-underwriters.
• The Underwriters will be paid an agreed fee for their services in connection with the placement and the
Offer.
• The Underwriting Agreement contains termination events, representations, warranties and indemnities
that are customary for an offer of this nature.
• The reasons why the Underwriters may terminate their obligations under the Underwriting Agreement
include events which have, or are likely to have, a material adverse effect on Kathmandu, the Shares or the
Offer. These may be as a result of events related to Kathmandu or as a result of external events, such as
material or fundamental changes in financial, economic and political conditions in certain countries or
financial markets.
• If the Underwriting Agreement is terminated, a termination fee may be payable to the Underwriters.

16
• Kathmandu has indemnified the Underwriters and their respective directors, officers, partners, employees
and advisers against certain losses sustained, suffered or incurred, arising out of or in connection with the
placement, the Offer, the allotment of the New Shares or the Underwriting Agreement.
• For a period commencing on the date of the Underwriting Agreement and ending six months after the
Allotment Date for the Retail Entitlement Offer, Kathmandu and its subsidiaries will not, without the prior
written consent of the Underwriters:
o offer for sale or accept offers for any Shares or other equity securities issued by Kathmandu;
o allot or issue any Shares or other equity securities of Kathmandu (whether preferential,
redeemable, convertible or otherwise);
o issue or grant any right or option that entitles the holder to call for the issue of Shares or other
equity securities by Kathmandu or that is otherwise convertible into, exchangeable for or
redeemable by the issue of, Shares or other equity securities by Kathmandu;
o create any debt instrument or other obligation which may be convertible into, exchangeable for or
redeemable by, the issue of Shares or other equity securities by Kathmandu;
o otherwise enter into any agreement whereby any person may be entitled to the allotment and
issue of any Shares or other equity securities by Kathmandu; or
o make any announcement of an intention to do any of the above,
other than pursuant to existing employee incentive plans (including as may be amended or updated from
time to time), the placement or the Offer; or
o dispose of or charge, or agree to dispose of or charge, the whole or any substantial part of the
business; or
o enter into any commitment that is or may be material in the context of the placement, the Offer,
the underwriting or the quotation of Shares on the NZX and ASX,
other than as publicly disclosed or disclosed to the Underwriters prior to the date of the Underwriting
Agreement.
TERMS AND RANKING OF NEW SHARES
New Shares will rank equally with, and have the same voting rights, dividend rights and other entitlements as,
Existing Shares in Kathmandu quoted on the NZX Main Board and ASX. Entitlements will not be quoted and cannot
be traded on the NZX Main Board, ASX or privately transferred. It is a term of the Offer that Kathmandu will take
any necessary steps to ensure that the New Shares are, immediately after issue, quoted on the NZX Main Board
and ASX.
Kathmandu does not have a formal dividend policy. However, Kathmandu’s Board has taken the prudent decision
to suspend dividend payments until after such time as more normal trading conditions resume.

17
NZX
The New Shares have been accepted for quotation by NZX and will be quoted on the NZX Main Board upon
completion of allotment procedures. The NZX Main Board is a licensed market under the FMCA. However, NZX
accepts no responsibility for any statement in this Offer Document. It is expected that trading on the NZX Main
Board of the New Shares issued under:
• the Institutional Entitlement Offer will commence on Thursday, 9 April 2020; and
• the Retail Entitlement Offer will commence on Friday, 24 April 2020.
ASX
An application has or will be made to ASX for quotation of the New Shares issued under the Offer and Kathmandu
expects that the New Shares will be quoted upon completion of allotment procedures. It is expected that trading
on ASX of the New Shares issued under:
• the Institutional Entitlement Offer will commence on Thursday, 9 April 2020; and
• the Retail Entitlement Offer will commence on Monday, 27 April 2020.
ASX accepts no responsibility for any statement in this Offer Document. The fact that ASX may approve the New
Shares for quotation is not to be taken in any way as an indication of the merits of Kathmandu. Holding statements
for New Shares allotted under the Offer will be issued and mailed as soon as practicable after allotment. Applicants
under the Offer should ascertain their allocation before trading in the New Shares. Applicants can do so by
contacting the Registrar, whose contact details are set out in the Directory.
Applicants selling New Shares prior to receiving a holding statement do so at their own risk. No person accepts any
liability or responsibility should any person attempt to sell or otherwise deal with New Shares before the holding
statement showing the number of New Shares allotted to an applicant is received by the applicant for those New
Shares.

18
PART 5: GLOSSARY

Term Definition
A$ Price A$0.49 per New Share.
Allotment Date In respect of the:
(a) Institutional Entitlement Offer, Thursday, 9 April 2020; and
(b) Retail Entitlement Offer, Friday, 24 April 2020.
Application Price NZ$0.50 (or the A$ Price) per New Share.
ASIC
The Australian Securities and Investments Commission.
ASX ASX Limited or the market it operates (as the context requires).
Business Day Has the meaning giving to that term in the NZX Listing Rules.
Corporations Act The Australian Corporations Act 2001 (Cth).
Eligible Institutional
Shareholder
A person who, as at 7.00 pm (NZDT) or 5.00 pm (AEDT) on the Record Date,
was recorded in Kathmandu’s share register as being a Shareholder and:
(a) whose address is shown in Kathmandu’s share register as being in New
Zealand, Australia, Hong Kong, Norway, Singapore, United Kingdom or
Switzerland, or is a person who Kathmandu is satisfied the Institutional
Entitlement Offer may be made to under all applicable laws without the
need for any registration, lodgement or other formality (other than a
formality with which Kathmandu is willing to comply), and who is not in
the United States and who is not acting for the account or benefit of a
person in the United States; and
(b) is an Institutional Investor (or the nominee of an Institutional Investor)
and is invited to participate in the Institutional Entitlement Offer.
Eligible Retail Shareholder A person who, as at 7.00 pm (NZDT) or 5.00 pm (AEDT) on the Record Date,
was recorded in Kathmandu’s share register as being a Shareholder and:
(a) whose address is shown in Kathmandu’s share register as being in New
Zealand or Australia; or
(b) who Kathmandu considers, in its discretion, may be treated as an Eligible
Retail Shareholder,
and who is not in the United States and not acting for the account or benefit
of a person in the United States and is not an Institutional Shareholder.
Eligible Shareholder An Eligible Retail Shareholder or an Eligible Institutional Shareholder.
Entitlement A right to subscribe for 1.2 New Shares for every 1 Existing Share held at 7.00
pm (NZDT) or 5.00 pm (AEDT) on the Record Date at the Application Price,
issued pursuant to the Offer.
Entitlement and
Acceptance Form
The personalised entitlement and acceptance form accompanying this Offer
Document for Eligible Retail Shareholders.
Existing Share A Share on issue on the Record Date.

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FMCA The Financial Markets Conduct Act 2013.
Group The Kathmandu, Rip Curl and Oboz businesses, or Kathmandu and its
subsidiaries, as the context requires
Ineligible Institutional
Shareholder
A person who, as at 7.00 pm (NZDT) or 5.00 pm (AEDT) on the Record Date,
was recorded in Kathmandu’s share register as being a Shareholder who is not
an Institutional Investor but, if the Shareholder’s address was shown in
Kathmandu’s share register as being in New Zealand, Australia, Hong Kong,
Norway, Singapore, the United Kingdom or Switzerland would in the opinion
of Kathmandu be an Institutional Investor.
Ineligible Retail
Shareholder
A Shareholder who is not an Institutional Shareholder or an Eligible Retail
Shareholder.
Ineligible Shareholder Shareholders other than Eligible Shareholders.
Institutional Entitlement
Offer
The offer of New Shares to Eligible Institutional Shareholders.
Institutional Investor A person:
(a) in New Zealand, in relation to the Institutional Entitlement Offer, who is a
wholesale investor as defined in the FMCA;
(b) in Australia, who Kathmandu or the Lead Managers reasonably believe to
be a person who is an “exempt investor” as defined in ASIC Corporations
(Non-Traditional Rights Issue) Instrument 2016/84;
(c) in Norway, who is a “professional client”, as that term is defined in
Norwegian Securities Trading Act of 29 June 2007 no. 75 (Section 10-6);
(d) in Hong Kong, who Kathmandu considers is a “professional investor” as
defined in the Securities and Futures Ordinance of Hong Kong, Chapter
571 of the Laws of Hong Kong;
(e) in Singapore, who Kathmandu considers is an “institutional investor” or an
“accredited investor” (as such terms are defined in the Securities and
Futures Act, Chapter 289 of Singapore);
(f) in the United Kingdom, who Kathmandu considers is a “qualified investor”
within the meaning of section 86(7) of the United Kingdom Financial
Services and Markets Act 2000; and within the categories of persons
referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to
(d) (high net worth companies, unincorporated associations, etc.) of the
United Kingdom Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;
(g) in Switzerland, who Kathmandu considers is a professional client in the
meaning of article 4(3) FinSA or who has validly elected to be treated as a
professional client pursuant to article 5(2) FinSA; or
(h) who Kathmandu is satisfied the Institutional Entitlement Offer may be
made to under all applicable laws without the need for any registration,
lodgement or other formality (other than a formality with which
Kathmandu is willing to comply),
and who is not in the United States and who is not acting for the account or
benefit of a person in the United States.
Institutional Settlement
Date
The date of settlement of New Shares under the Institutional Entitlement
Offer, expected to be Wednesday, 8 April 2020 on ASX and Thursday, 9 April
2020 on NZX.

20
Institutional Shareholder Eligible Institutional Shareholders and Ineligible Institutional Shareholders.
Kathmandu Kathmandu Holdings Limited (company number 2334209).
Lead Managers Jarden Securities Limited, Credit Suisse (Australia) Limited, Craigs Investment
Partners Limited and Forsyth Barr Limited.
New Share A Share in Kathmandu offered under the Offer of the same class as, and
ranking equally in all respects with, Kathmandu’s quoted Shares at the
Allotment Date.
NZX NZX Limited.
NZX Main Board The main board equity security market operated by NZX.
NZX Listing Rules The listing rules of NZX in relation to the NZX Main Board (or any market in
substitution for that market) in force from time to time, read subject to any
applicable rulings or waivers.
NZX Primary Market
Participant
Any company, firm, organisation, or corporation designated or approved as a
primary market participant from time to time by NZX.
Offer The accelerated entitlement offer of New Shares detailed in this Offer
Document, comprising the Institutional Entitlement Offer and the Retail
Entitlement Offer.
Offer Document This document.
Record Date Friday, 3 April 2020.
Registrar Link Market Services Limited.
Retail Entitlement Offer The offer of New Shares to Eligible Retail Shareholders.
Share A fully paid ordinary share in Kathmandu.
Shareholder A registered holder of Shares.
Takeovers Code The Takeovers Code set out in the schedule to the Takeovers Regulations
2000.
Underwriters Jarden Partners Limited, Credit Suisse (Australia) Limited, Craigs Investment
Partners Limited and Forsyth Barr Group Limited.

NOTE:
• All references to time are to New Zealand time unless stated or defined otherwise.
• All references to currency are to New Zealand dollars unless stated or defined otherwise.
• All references to legislation are references to New Zealand legislation unless stated or defined otherwise.
• This Offer Document, the Offer and any contract resulting from it are governed by the laws of New Zealand,
and each applicant submits to the exclusive jurisdiction of the courts of New Zealand.

21
PART 6: DIRECTORY

ISSUER
Kathmandu Holdings Limited
223 Tuam Street, Christchurch Central
Christchurch, 8011
New Zealand
Telephone: +64 3 968 6110

kathmanduholdings.com

LEGAL ADVISORS
Chapman Tripp
Level 35, ANZ Centre
23-29 Albert Street
Auckland 1010
New Zealand

ARRANGERS, LEAD MANAGERS AND
UNDERWRITERS
Jarden Securities Limited (as Arranger
and Lead Manager) and Jarden
Partners Limited (as Underwriter)
Level 39, ANZ Centre
23-29 Albert Street
Auckland 1010
New Zealand

Credit Suisse (Australia) Limited (as
Arranger, Lead Manager and
Underwriter)
1 Macquarie Place
Level 31
Sydney, NSW 2000
Australia

Craigs Investment Partners (as Lead
Manager and Underwriter)

Level 36, Vero Centre
48 Shortland Street
Auckland, 1010
New Zealand

Forsyth Barr Limited (as Lead
Manager) and Forsyth Barr Group
Limited (as Underwriter)

Level 23
Lumley Centre
88 Shortland Street
Auckland

22
If you have any queries about the Entitlements shown on the Entitlement and Acceptance Form
which accompanies this Offer Document, or how to apply online or complete the Entitlement and
Acceptance Form, please contact the Registrar at:
SHARE REGISTRAR
Link Market Services Limited
New Zealand
PO Box 91976
Auckland, 1142
New Zealand

Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
Telephone: +64 9 375 5998
www.linkmarketservices.co.nz
applications@linkmarketservices.co.nz

Australia
Locked Bag A14
Sydney South NSW 1235
Australia

Level 12
680 George Street
Sydney NSW 2000
Telephone: +61 1300 554 474
www.linkmarketservices.com.au
applications@linkmarketservices.co.nz

KATHMANDU HOLDINGS LIMITED
OFFER DOCUMENT
kathmanduholdings.com

---

Kathmandu Holdings
1H FY20 Results and Equity Raising
Presentation

Important Notice and Disclosure
2
Disclaimer
This presentation has been prepared by Kathmandu Holdings Limited (NZ company number 2334209, ARBN 139 836 918, ticker KMD (NZX and ASX)) (the “Company”) and is dated 1 April 2020. This
presentation has been prepared to provide: (i) additional comment on the financial statements of the Company for the 6 monthsended 31 January 2020, and accompanying information, released to the
market on the same date (and should be read in conjunction with the explanations and views in those documents); and (ii) information in relation to the placement and accelerated entitlement offer of new
shares in the Company (the “New Shares”) under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”) andsection 708AA of the Corporations Act 2001 (Cth) (as modified by
ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Instrument 19-0895).
Information
This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and
does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating apossible investment in the Company or that would be required in a product
disclosure statement under the FMCA or a prospectus under the Corporations Act 2001 (Cth). The historical information in this presentation is, or is based upon, information that has been released to NZX
Limited (“NZX”) and/or ASX Limited (“ASX”). This presentation should be read in conjunction with the Company’s annual report,market releases and other periodic and continuous disclosure
announcements, which are available at www.nzx.com and www.asx.com.au or https://www.kathmanduholdings.com.
Any decision to acquire New Shares should be made on the basis of the separate offer document to be lodged with NZX (the “Offer Document”). Any Eligible Shareholder who wishes to participate in the
offer should review the Offer Document and apply in accordance with the instructions set out in the Offer Document and Entitlement and Acceptance Form accompanying the Offer Document or as
otherwise communicated to the shareholder. This presentation and the Offer Document do not constitute an offer, advertisementorinvitation in any place in which, or to any person to whom, it would not
be lawful to make such an offer, advertisement or invitation.
Not financial product advice
This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire the Company’s securities, and has been prepared without taking into account
the objectives, financial situation or needs of prospective investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to
their own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant or other professionaladviser if necessary.
Past performance
Any past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. No representations or
warranties are made as to the accuracy or completeness of such information.
Future performance
This presentation includes certain “forward-looking statements” about the Company and the environment in which the Company operates, such as indications of, and guidance on, future earnings and
financial position and performance. Forward-looking information is inherently uncertain and subject to contingencies, known and unknown risks and uncertainties and other factors, many of which are
outside of the Company’s control, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. A number of important factors could
cause actual results or performance to differ materially from the forward-looking statements. No assurance can be given that actual outcomes or performance will not materially differ from the forward-
looking statements. The forward-looking statements are based on information available to the Company as at the date of this presentation. Except as required by law or regulation (including the Listing
Rules), the Company undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

Important Notice and Disclosure (cont.)
3
Non-GAAP financial information
Certain financial information included in this presentation is non-GAAP financial information. This non-GAAP financial information is not audited, and caution should be exercised as other companies may
calculate these measures differently. The non-GAAP financial information includes pro forma financial information to which certain adjustments have been made.
Kathmandu Holdings Limited’s financial information has been prepared in accordance with Generally Accepted Accounting Practice. It complies with the New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for profit oriented entities. Kathmandu’s financial statements also comply with International Financial
Reporting Standards (IFRS).
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by the Company of any law. The
distribution of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whose possession this presentation comes should observe any such
restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Foreign Selling Restrictions” section of this presentation. None of the Company, any person named
in this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distributionor possession of this presentation from or in any jurisdiction.
Not for distribution or release in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The
Entitlements and the New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States,
and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration underthe US Securities Act and applicable US state securities laws.
Currency
All currency amounts in this presentation are in NZ dollars unless stated otherwise.
Disclaimer: To the maximum extent permitted by law, each of the Company, the Underwriters, the Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners,
employees, agents and advisers disclaim all liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect loss or damage which may be suffered by any person
through use of or reliance on anything contained in, or omitted from, this presentation.
Capitalised terms used in this presentation and not otherwise defined have the specific meaning given to them in the Glossary at the backofthe Offer Document.
This presentation has been authorised for release to NZX and ASX by the Company’s Board of Directors.

Group Vision
4
Kathmandu,Oboz and
Rip Curl to retain their
strong brand identities
and cultural values
Kathmandu, Oboz and
Rip Curl to retain
operational ownership
of their respective
businesses
Kathmandu, Oboz and
Rip Curl to leverage
respective strengths
and build on each
other’s competitive
advantages over time
Maintain brand affinity and cultural alignment while
leveraging capabilities and delivering synergies

»Rip Curl total sales +3.7% on a comparable basis for three
months of ownership: direct to consumer +4.8%, and
wholesale +1.8%
»Outdoor segment total sales +0.4% at constant exchange
rates, with same store sales +1.5%
Trading
Earnings
»Underlying EBITup 46.5% to $29.0m, with Rip Curl
contributing NZ$15.7m in the three months since
acquisition
»Operating leverage achieved through channel
diversification
Online
»Rip Curl online comparable sales +19.5%, comprising 6.5%
of total direct to consumer sales
»Kathmandu online comparable sales +33.1%, comprising
11.1% of total direct to consumer sales over the last 12
months
5
Rip Curl
»Diversification strategy showing early benefits, with the Rip
Curl surf focus helping to balance out the Kathmandu
business
1H FY20 Financial
Highlights

»Successful completion of the Rip Curl acquisition,
including NZ$145m equity raising and syndication of
A$375m debt facility
»The Rip Curl acquisition has created a more diversified
Group, consisting of three iconic, inspirational, and
authentic brands with strong financial fundamentals, highly
credible and technical products, and loyal customers
»Key work streams have been identified to:
»Realise synergies in sourcing, supply chain, and
systems over the medium-term
»Leverage respective strengths and competitive
advantages
Rip Curl
Acquisition
1H FY20 Operational
Highlights
6
Sustainability
»Installed solar power at our Blackburn Victoria store,
demonstrating progress towards our target of net zero
environmental harm from business operations by 2025
»Donated over $100,000 to the Red Cross Australian
Bushfire appeal, with Kathmandu matching donations
from customers
»Launched our “Best for the World” 2025 Sustainability
plan to customers and staff. Customer awareness of the
Kathmandu sustainability program has increased 9%
year on year (Tru Rating)

COVID-19 Impact and Response
7

COVID-19 Impact
8
Performance
»COVID-19 had minimal impact on earnings in 1H FY20
»While there is uncertainty around the extent of the effects on our business and operations, there will be a material adverse impact to 2H FY20 earnings
Stores
»All New Zealand stores and distribution centres were closed with effect from 24 March for at least 4 weeks and Australian stores were closed with effect from 27 March (276
stores in aggregate)
»Rip Curl has had 18 stores in Europe closed since 15 March, 28 stores in North America closed since 15 March and 3 stores in Brazil closed since 19 March
»2 stores outside of these regions are still operating, however these may close within the next 3 months
»Online retail in Australia, Europe and the USA continues, however online distribution in New Zealand has been suspended
People
»In New Zealand, team members affected by the store closures are expected to have access to government wage assistance as outlined on page 9
»In Australia, retail store and head office staff with the exception of a skeleton crew were stood down, with access to government assistance and leave entitlements
»In Europe, Rip Curl has stood down a majority of team members and is receiving government support as outlined on page 9
»In North America, employment is largely on an “at will” basis allowing for efficient right-sizing of the business in that region
Working
capital
»Key suppliers remain operational
»Rip Curl benefits from alternating seasons, with ability to reroute products
»Prolonged foreign currency impact on hedge contracts currently being placed may increase the cost of products sold in FY21
»No impact on accounts receivable has been experienced and only one major customer has requested extended payment terms
Health and
safety
»Ongoing monitoring of team member health with anyone showing symptoms or having been in contact with a confirmed case required to self-isolate
»All major Head Offices are closed with staff working from home
COVID-19 is expected to have a material adverse impact on our operations and financial performance

Response to COVID-19
9
Supply chain
»Sufficient inventory levels are currently held for the forthcoming season for all brands, assisted by the longer lead time oftechnical product categories
»Where possible, delaying and cancelling existing inventory orders based on reduced levels of expected demand
»All brands focussed on core, non-seasonal products
Leases
»Engaging with our landlord partners to achieve a fair outcome which sees our rental costs aligned to our sales performance
»In Europe, Rip Curl is expected to benefit from force majeure clauses
Other
expenditure
»Cancelling or deferring all non-essential operating expense and capital projects which includes store refurbishments and plannedERP spend across the Group
»The Group has minimal committed capital expenditure which has largely been put on hold
»This is expected to result in NZ$8m of savings in FY20
»All operating expenses have been challenged aggressively for potential savings
Distribution
»Our channel agnostic approach and online fulfilment capabilities will help our brands maintain the high levels of customer service and the continuity of our distribution network
»Importantly, we are maintaining delivery capacity wherever possible
»We have put in place initiatives such as free delivery on all online orders
Management and the Board are taking decisive action to address the impacts of COVID-19 and maintain business continuity, while ensuring the health and safety of our team and
customers remains our highest priority
People
»Utilising government wage subsidies in New Zealand and Europe, significantly offsetting labour costs
»In New Zealand, applications are underway to access the government wage subsidy for employees
»In France, the base of Rip Curl’s European operations, and other European countries, employers are able to temporarily release staff while government funds the majority
of employee’s salaries
»Continuing to use similar schemes in other locations as they become available
»Ceasing the use of casual staff in retail networks and warehouses in all regions in response to reduced demand in recent weeks
»Senior management across all brands have agreed to take a 20% salary reduction until further notice
»Consulting with employees around options for team members to continue on a reduced hours and salary basis
»Undertaking a significant restructuring program for head office functions which is expected to result in NZ$15m of cost-outs across the Group based on initial estimates

Group Results
10

Group Result: Overview
Note: Rounding differences may arise in totals, both $ and %
1.1H FY20 Statutory results include the impact of IFRS 16 leases. For comparability, the impact of IFRS 16 is excluded from Underlying results.Refer to Appendix 1 for a reconciliation of Statutory to Underlying results
2.1H FY20 NZD/AUD conversion rate 0.955 (1H FY19: 0.938), 1H FY20 NZD/GBP conversion rate 0.508 (1H FY19: 0.525), 1H FY20 NZD/USD conversion rate 0.641 (1H FY19 0.663)
3.1H FY19 sales are re-stated net of Summit Club vouchers issued. Refer to Appendix 1 for a reconciliation of Statutoryto Underlying results
4.$10.3m has been incurred during 1H FY20 in relation to the acquisition and integration of Rip Curl, including establishment of anew Groupstructure. Abnormal income of $1.1m in 1H FY19 was from a tax refund
relating to the GST treatment of reward vouchers ($0.8m after tax). Refer to Appendix 1 for a reconciliation to Statutory financial statements
11
»Rip Curl has contributed NZ$15.7m to
group underlying EBIT result in the three
months since acquisition
»Operating leverage achieved through
channel diversification following the Rip
Curl acquisition
KATHMANDU GROUP
IFRS 16
*1
Pre IFRS 16
*1
NZ$m
*2
1H FY201H FY201H FY19Var $Var %
SALES
*3
363.7363.7229.0134.758.8%
GROSS PROFIT218.9218.9141.977.054.3%
Gross margin60.2%60.2%62.0%
OPERATING EXPENSES(140.2)(178.4)(114.3)(64.1)56.1%
% of Sales38.6%49.1%49.9%
EBITDA (UNDERLYING)78.740.527.612.946.7%
EBITDA margin %21.6%11.1%12.1%
EBIT (UNDERLYING)34.129.019.89.246.5%
EBIT margin %9.4%8.0%8.6%
Transaction Costs & Abnormals
*4
(10.3)(10.3)1.1
EBIT23.818.720.9(2.2)(10.5%)
NPAT8.17.714.0(6.3)(45.0%)

Group Result: Segment Summary
12
»Outdoor segment includes both Kathmandu and Oboz brands
»Outdoor segment lower gross marginyear on year has led to a
decrease in EBIT
»Surf segment contains the Rip Curl brand, including the Ozmosis
group of multi-brand surf stores operated by Rip Curl in Australia
»Corporate costs include director and listing costs, plus amortisation
of Oboz and Rip Curl customer relationships
»Gross Profit $ mix charts below include onlythree months of Rip
Curl contribution since acquisition
Note: Rounding differences may arise in totals, both $ and %
1.Refer to Appendix 2 for a reconciliation of Statutory to Underlying segment Sales andEBIT
Kathmandu Holdings Group Gross Profit $ Mix 1H FY20
Retail
stores
75%
Online
8%
Wholesale
15%
Other
2%
BY
CHANNEL
AU & NZ
78%
North
America
13%
Europe
3%
Rest of World
6%
BY
REGION
Kathmandu
57%
Rip Curl
37%
Oboz
6%
BY
BRAND
1H FY20
1H FY19
Var $
Var %
NZ$m
NZ$m
Outdoor segment sales
228.7

229.0

(0.2)

(0.1%)
Surf segment sales
134.9

-

Total Segment Sales
363.7
229.0
134.7
58.8%
Outdoor segment Underlying EBIT
15.5

21.7

(6.2)

(28.5%)
Surf segment Underlying EBIT
15.7

-

Total Segment Underlying EBIT
31.2
21.7
9.5
44.0%
Corporate Costs
(2.2)

(1.9)

(0.3)

17.2%
Group Underlying EBIT
29.0
19.8
9.2
46.5%

Group Result: Balance Sheet
13
Note: Rounding differences may arise in totals, both $ and %
1.1H FY20 key ratios calculated using 12 month rolling P&L measures, including a full 12 months of Rip Curl P&L results, and excluding transaction costs. 1H FY19 key ratios as reported for Kathmandu last year
2.Net Debt / EBITDA
3.Net Debt / (Net Debt + Equity)
4.EBIT / (Net Debt + Equity)
5.(EBITDA + Rent) / (Rent + Net Finance Costs excl. FX)
6.COGS / Average Inventories YOY
Balance Sheet (NZD $m) as at 31 January
1H FY20
1H FY19
Inventories
254.6

130.1

Property, plant and equipment
93.1

60.9

Right of Use Asset (IFRS 16)
309.7

-

Intangible assets
634.8

384.6

Other assets
105.7

37.7

Total assets (excl. cash)
1,397.9

613.3

Net interest bearing liabilities and cash
(273.2)

(79.2)

Lease Liability (IFRS 16)
(344.8)

-

Other non-current liabilities
(55.9)

(48.7)

Current liabilities
(144.0)

(83.8)

Total liabilities (net of cash)
(817.9)

(211.7)

Net assets
580.0

401.6

Key Ratios
*1
1H FY20
1H FY19
Leverage Ratio
*2
1.92x
0.85x
Net Debt to Equity
*3
32.0%
16.5%
ROIC
*4
13.4%
16.1%
Fixed Charge Cover
*5
2.02x
2.28x
Stock Turns
*6
1.77x
1.84x
(NZ$m) as at 31 January

Group Result: Cash Flow
14
»For consistency between periods, 1H FY20 adjusted operating
cash flows are reduced by the principalelement of right-of-use
lease payments ($34.3m), which are classified as financing rather
than operating cash flows in the IFRS 16 statutory accounts
»Increase in net interest paid and increase in borrowings dues to
the Rip Curlacquisition
»Capital expenditure includes $3.4m for Rip Curl
Cash Flow (NZD $m)
1H FY20
1H FY19
NPAT
8.1
14.0
Change in working capital
(9.9)
(39.8)
Change in non-cash items
22.6
9.6
Adjusted operating cash flow
*1
20.9
(16.2)
Key Line Items:
Net interest paid (including facility fees)
*2
(2.5)
(1.4)
Income taxes paid
(15.9)
(15.3)
Capital expenditure
(10.6)
(7.0)
Dividends paid
(27.2)
(24.8)
Increase/(Decrease) in borrowings
290.8
44.6
1.Adjusted for impacts of adopting IFRS 16
2.1H FY20 net interest paid excludes $4.5m notional interest on IFRS 16 lease liabilities, to improve comparability between periods
(NZ$m)

Outdoor Segment
15

Outdoor Segment: Kathmandu and Oboz Profit & Loss
16
»Sales growth +0.4% at constant exchange
rates
»Gross margin impacted by higher input costs
as a result of foreign currency, increased mix
of clearancesales, and increasedmix of
North America wholesale
Outdoor Gross Profit $ Mix 1H FY20
Retail
stores
81%
Online
9%
Wholesale
10%
BY
CHANNEL
AU & NZ
89%
North
America
10%
Europe
1%
BY
REGION
Kathmandu
90%
Oboz
10%
BY
BRAND
OUTDOOR SEGMENTPre IFRS 16
NZD $m1H FY201H FY19Var $Var %
SALES228.7229.0(0.2)(0.1%)
GROSS PROFIT138.2141.9(3.7)(2.6%)
Gross margin60.4%62.0%
OPERATING EXPENSES(114.8)(112.8)(2.0)1.8%
% of Sales50.2%49.3%
EBITDA (UNDERLYING)23.429.0(5.6)(19.4%)
EBITDA margin %10.2%12.7%
EBIT (UNDERLYING)15.521.7(6.2)(28.5%)
EBIT margin %6.8%9.5%
Note: Rounding differences may arise in totals, both $ and %
NZ$m

Outdoor Segment: Kathmandu and Oboz Sales
17
»Samestore sales by market (at constant exchange rates):
»AU +2.0% with some impact from bush fires and
unusually hot weather
»NZ +0.5% following two years of negative same store
sales
»Onlinecomparable sales +33.1% (at constantexchange rates)
3.8%
3.4%
-0.8%
0.0%
1.5%
1H FY161H FY171H FY181H FY191H FY20
Same Store Sales
*1
Same Store Sales +1.5%
Total Sales +0.4% at constant rates
»Total sales by market (at constant exchange rates):
»AU -0.9%: 3 stores closed since 1H FY19 as part of ongoing
network optimisation
»NZ +0.5%
»Rest of World +6.1%: including Oboz +10.4%, and initial
orders for Kathmandu North America
»Online 11.1% of direct to consumer sales over the last 12 months,
up from 9.5% last year
Note: Rounding differences may arise in totals, both $ and %
1.Same store sales are measured at constant exchange rates. 1H FY20 same store sales are for the 26 full weeks ended 26 January 2020
Total Sales (NZD $m)
1H FY20
1H FY19
Var %
Direct to Consumer
198.1
199.2
(0.6%)
Wholesale
31.8
29.8
7.0%
Total Sales at Constant Rates
230.0
229.0
0.4%
Exchange rate translation impact
(1.2)
Total Outdoor Segment Sales
228.7
229.0
(0.1%)
(NZ$m)

Outdoor Segment: Kathmandu and Oboz Gross Margin
18
62.1%
63.9%
62.0%
60.4%
Outdoor Total
1H
FY20
1H
FY19
1H
FY18
1H
FY17
»Kathmandu gross margin -120 bps(-1.2%)
below last year due to:
»Higher input costs as a result of
foreign currency
»Clearance sales mix higher than last
year
»Kathmandu gross margin above the long-
term target range 61% to 63%
»Higher input costs as a result of foreign
currency are expected to continue through
2H FY20 and FY21
»Mitigating actions: sourcingnegotiations,
product newness, price action, and
improved stock control
62.1%
63.9%
65.2%
64.0%
Kathmandu
1H
FY20
1H
FY19
1H
FY18
1H
FY17
39.3%
39.6%
Oboz
1H
FY20
1H
FY19
1H
FY18
1H
FY17
Note: Rounding differences may arise in totals, both $ and %
1.1H FY20 Statutory sales are presented net of Summit Club vouchers issued. To improve comparability, all prior year gross margins
have been re-presented based on sales net of Summit Club vouchers issued

Oboz:Profit & Loss
19
»Total sales growth +10.4% while cycling a major product launch last year.
Next major product launch shipping from June 2020
»Operating expenses increased due to new investments in:
»A new third party distribution facility with improved capability to future-
proof the Oboz and Kathmandu North America businesses
»Brand and product to increase focus on growing brand equity and
new product development
OBOZ
USD $m
1H FY20
1H FY19
Var $
Var %
SALES
21.3
19.3
2.0
10.4%
GROSS PROFIT
8.5
7.6
0.8
11.1%
Gross margin
39.6%
39.3%
OPERATING EXPENSES
(5.2)
(4.4)
(0.8)
18.2%
% of Sales
24.3%
22.7%
EBITDA (UNDERLYING)
3.3
3.2
0.0
1.5%
EBITDA margin %
15.3%
16.7%
EBIT (UNDERLYING)
3.2
3.1
0.0
0.8%
EBIT margin %
14.8%
16.2%
Note: Rounding differences may arise in totals, both $ and %
US$m

Surf Segment
20

Surf Segment:Rip Curl Profit & Loss
21
»Rip Curl has contributed NZ$15.7m to Group Underlying EBIT result in the three months since acquisition
»Three months of ownership to date include the important Christmas trading period
SURF SEGMENT (NZD $m)
Pre IFRS 16
Three months since acquisition
Nov 19 to
Jan 20
SALES
134.9
GROSS PROFIT
80.7
Gross margin
59.8%
OPERATING EXPENSES
(62.3)
% of Sales
46.2%
EBITDA (UNDERLYING)
18.4
EBITDA margin %
13.7%
EBIT (UNDERLYING)
15.7
EBIT margin %
11.6%
Rip Curl Gross Profit $ Mix (last 12 months)
Retail
stores
51%
Online
5%
Wholesale
40%
Other
4%
BY
CHANNEL
AU & NZ
44%
North
America
23%
Europe
15%
Rest of
World
18%
BY
REGION
Note: Rounding differences may arise in totals, both $ and %
(NZ$m)

Surf Segment: Rip Curl Sales vs comparable 3 months last year
22
Total Sales +3.7%
*1
»Total sales by market (at constant exchange rates):
»AU & NZ +3.2%
»Rest of World +4.5%: North America performed particularly
strongly
»Online 6.5% of direct to consumer sales over the last 3 months,
up from 6.0% last year
»Same store sales +2.7% (at constant exchange rates) for the 12
full weeks of ownership from 4 November 2019 to 26 January
2020
»Online comparable sales +19.5% (at constant exchange rates) for
the same period
Note: Rounding differences may arise in totals, both $ and %
1.Totalsales per Rip Curl management accounts for the three months since acquisition: Nov 19 to Jan 20,
compared to the management account results for the equivalent three months last year. Revenue from 18
Australian ex-joint venture stores reported as direct to consumer this year, and wholesale sales last year
2.Statutoryadjustments include$1.2m revenue from the New Zealand joint venture stores, plus a presentation
adjustment for service centre income this year. Statutory accounts were not prepared for the equivalent three
month period last year
Total Sales (AUD $m)
Nov 19 to
Jan 20
Nov 18 to
Jan 19
Var %
Direct to Consumer
86.0
82.0
4.8%
Wholesale
39.6
38.9
1.8%
Other
2.0
2.0
Total Sales (Comparable)
*1
127.5
123.0
3.7%
Statutory adjustment
*2
1.3
Total Surf Segment Sales
128.8
123.0
4.8%
(A$m)

Equity Raising
23

Strengthening Group Balance Sheet and Liquidity Position
24
1.Pro forma liquidity as at 31 January 2020, which consists of committed undrawn multi-option facility plus cash on balance sheet post settlement of the underwritten Placement and Entitlement Offer (net of fees and expenses)
Overview of
Actions Being
Taken
»A large number of initiatives have already been undertaken covering distribution, supply chain, leases, various operating and capital
expenditure, and people. In addition to these changes, the Group is taking pre-emptive action to ensure it remains strongly capitalised
during the current market uncertainties with sufficient liquidity to maintain its strong position across all brands:
»Suspending the Group’s dividend until trading conditions improve. This includes the Group’s interim dividend for the half year
ending 31 January 2020
»Working with existing banking group, which has provided a covenant waiver for the periods ending 31 July 2020 and 31 January
2021, and a relaxation of certain covenants for the period ending 31 July 2021, subject to successful completion of a minimum
NZ$150 million equity raising
»Executing a fully underwritten NZ$207 million Equity Raising
Strengthening
Balance Sheet and
Liquidity Position
»The Group has launched an Equity Raising comprising a fully underwritten NZ$30 million placement (Placement) and a fully
underwritten NZ$177 million pro-rata accelerated entitlement offer (Entitlement Offer)
»The proceeds of the Equity Raising will be used to deleverage the Group’s balance sheet and provide liquidity and funding formedium-
term operating requirements (including estimated redundancy costs). Refer to the following page for details on planned uses of funding
and the Group’s pro forma capitalisation
»Post the Equity Raising, the Group:
»Will have total liquidity of NZ$315million
*1
, with no debt maturities prior to November 2022
»Expects to have sufficient liquidity to cover payments and meet the capital requirements of the Group for at least the next 12
months based on conservative assumptions
»Expects to be in a position to meet its amended covenant test for the period ending 31 July 2021

Summary of Sources & Uses and Pro Forma Capitalisation
25
SourcesNZ$mA$mUsesNZ$mA$m
Newequity
207200
Paydown of existing debt
8683
Cashto balance sheet
115111
Transaction costs and financing fees
77
Total Sources207200Total Uses207200
Current (asat 31 January 2020)Proforma (asat 31 January 2020)
LimitDrawnLimitDrawn
Proforma capitalisationNZ$mNZ$mx LTMEBITDA
*2
NZ$mNZ$mx LTM EBITDA
*2
FacilityA: Term Loan Facility
2282281.6x2282281.6x
Facility B:Revolving Multi-Option Facility
160860.6x160––
TotalDebt
3883132.2x3882281.6x
Cash on balancesheet
400.3x1551.1x
NetDebt2731.9x730.5x
Sources & Uses of Funding
*1
Pro Forma Capitalisation
*1
Note: Rounding differences may arise in totals
1.Based on a NZD/AUD conversion rate 0.966
2.Calculated using 12 month rolling P&L measures, including a full 12 months of Rip Curl P&L results, and excluding transaction costs
The Group expects a material decline in earnings for 2H FY20 and FY20, together with an increase in pro forma Net Debt. The Group has received a covenant waiver for the periods
ending 31 July 2020 and 31 January 2021, and a relaxation of certain covenants for the period ending 31 July 2021, subject to successful completion of a minimum NZ$150 million
equity raising

Equity Raising Details
26
Offer size and structure
»NZ$207 million equity raising (Equity Raising),comprising:
»NZ$30million underwritten placement (Placement); and
»1.2 for 1 pro-rata accelerated entitlement offer to raise approximately NZ$177 million (Entitlement Offer)
»Approximately 414 million new Kathmandu ordinary shares will be issued under the Equity Raising
Offer Price for the
Equity Raising
»NZ$0.50 per new share representing:
»30.2% discount to TERP
*1
of NZ$0.72
»51.0%discount to last closing price of NZ$1.02 as at 30 March 2020
»The Australian Dollar Offer Price for eligible retail shareholders has been set at A$0.49, using prevailing AUD/NZD exchange rate on 31 March 2020
Ranking
»All new shares issued under the Equity Raising will rank equally with existing Kathmandu ordinary shares from date of issue
Underwriting
»The Equity Raising is fully underwritten by the Credit Suisse (Australia) Limited and Jarden Partners Limited (together, the “Arrangers”) and Craigs Investment
Partners Limitedand Forsyth Barr Group Limited on customary terms for an offer of this nature
Institutional
Entitlement Offer
»Eligible institutional shareholders will be invited to take up their entitlements in an accelerated Institutional Entitlement Offer
»The Entitlement Offer is non-renounceable and any entitlements not taken up will lapse
Retail Entitlement Offer
»Eligible retail shareholders in Australia and New Zealand will be sent offer materials and invited to take up their entitlementsin a Retail Entitlement Offer
»Eligible retail shareholders may also apply for additional new shares in excess of their entitlement at the Offer Price
»The rights will not be listed on NZX or ASX and there will be no shortfall bookbuildfor those entitlements not taken up by eligible retail shareholders or the
entitlements of ineligible retail shareholders (the Offer is non-renounceable and any entitlements not taken up will lapse)
Board Support
»The Board of the Group supports the Entitlement Offer, and the non-Executive Directors intend to take up their direct entitlements, to the extent that they are eligible
to participate in the Entitlement Offer
1.TERP is the Theoretical Ex-Rights Price at which Kathmandu ordinary shares would trade immediately after the ex-rights date for the Entitlement Offer. TERP is calculated with reference to Kathmandu’s closing share price of
NZ$1.02 on 30 March 2020 and includes all new shares issued under the Equity Raising. TERP is a theoretical calculation only and the actual price at which Kathmandu ordinary shares will trade immediately after the ex-rights date
for the Entitlement Offer will depend on many factors and may not be equal to TERP

Equity Raising Timetable
27
EventDate
Announcement of Equity Raising
Wednesday, 1 April 2020
Record date for the Entitlement Offer
Friday, 3 April 2020
Institutional Entitlement Offer and Placement
Institutional Entitlement Offer and Placement opens
Wednesday, 1 April 2020
Institutional Entitlement Offer and Placement closes
Wednesday, 1 April 2020
Trading halt lifted and sharesrecommence trading on NZX and ASX on an ‘ex-entitlement’ basis
Thursday, 2 April 2020
ASX settlement
Wednesday, 8 April 2020
NZX settlement, allotmentand commencement of trading of new shares
Thursday, 9 April 2020
Retail Entitlement Offer
Retail Entitlement Offer opens
Monday, 6 April 2020
Offer Document despatched to Eligible Retail Shareholders
Monday, 6 April 2020
Retail Entitlement Offer closesFriday, 17 April 2020
ASX settlement
Thursday, 23 April 2020
NZX settlement,allotment and commencement of trading of new shares on NZX
Friday, 24 April 2020
Commencement of trading of new shares on ASX
Monday, 27 April 2020

Key Risks Relating to the Equity Raising
28
»This Section sets out the key risks Kathmandu has identified relating to the Equity Raising. These risks may affect the future operating
and financial performance of the Group and the value of Kathmandu shares. Please note that this Section does not (and does not purport
to) set out all of the key risks related to an investment in Kathmandu shares or in relation to the Group, its business or general market or
industry risks
»Investors should be aware that the spread of COVID-19, the effect on the global economy and actions taken in response by governments
are likely to have a material adverse effect on the Group, its financial performance and position. It is also likely that there will be further
unforeseen negative impacts as COVID-19 continues to spread. The Group will continue to respond to the challenges facing it, but there
is no certainty as to the severity or likelihood of any such unforeseen impacts arising nor whether any mitigating action will be effective or
can be taken
»Before deciding whether to invest in Kathmandu shares, you must make your own assessment of the risks associated with an investment
in Kathmandu, including the inherent uncertainties as to the impact of COVID-19 noted above, and consider whether such an investment
is suitable for you having regard to publicly available information (including this presentation), your personal circumstances and following
consultation with a financial or other professional adviser

Key Risks Relating to the Equity Raising (cont.)
29
RiskDetails
Storeand demand
risks
»Some of the Group’s stores and customers are located in countries which are heavily affected by the spread of COVID-19. The travel and movement restrictions now in
place across many countries globally have negatively affected the Group’s operations where the majority of its stores and wholesale customers are now closed (whether
due to enforced or voluntary closures)
»Due to the uncertainty regarding the spread of COVID-19 globally, the duration of closures and impacts on future demand, at thistime the Group cannot forecast the
extent to which COVID-19 will impact the business in the second half of this fiscal year. However, there is likely to be a material adverse impact to FY20 earnings
»There is an additional risk that the impacts of COVID-19 could extend beyond FY20 and have a material adverse impact on FY21 earnings
Supply chain risk
»Sufficient inventory levels are in place for the forthcoming season for all brands, assisted by the longer lead time of technical product categories, and a diversified supplier
base. Due to recent work from the Group’s supply chain team in conjunction with key suppliers, the Group is currently not expecting material delays in product availability
for following seasons
»However, there remains a risk that the spread of COVID-19 has an adverse impact on the supply chain of the Group. This could occur if the ability to transport products
between countries is disrupted, the Group’s key suppliers are negatively affected or the Group is otherwise unable to efficiently distribute products to its stores and
customers
»In the event that the supply chain of the Group is disrupted, this may have a material adverse effect on the Group’s operating performance and earnings
Capital sufficiency
risk
»The Group has undertaken a capital sufficiency modelling exercise to assist in determining the size of the Offer. Based on this model, the Group expects to have sufficient
liquidity to cover payments and meet the capital requirements of the Group for at least the next 12 months
»The model is based on what the Group believes to be conservative assumptions as to the impact of COVID-19. However, there remains a risk that the impacts of COVID-
19 are worse than anticipated, that cost-out assumptions cannot be achieved (for example, rent abatements remain under negotiation with landlords), or that collection of
receivables is slower than assumed and bad debts are higher than assumed due to the Group’s exposure to the risk of wholesalecustomers and others being unable to
pay the Group. As a result of these factors the Group may have insufficient liquidity to cover payments or meet its capital requirements. If this occurred, the Group may
need access to additional equity or debt funding, or take other measures that have a material adverse effect on the Group’s operating performance and earnings

Key Risks Relating to the Equity Raising (cont.)
30
RiskDetails
Banking support risk
»The Group is working with its existing banking group and has received a covenant waiver for the periods ending 31 July 2020 and 31 January 2021, and a relaxation of
certain covenants for the period ending 31 July 2021, subject to successful completion of a minimum NZ$150 million equity raising.There remains a risk that the
underwriting agreement is terminated and the Group is unable to successfully complete a minimum NZ$150 million equity raising, as required by the covenant waiver
»The Group’s model, which is based on conservative assumptions, indicates that a waiver for the periods ending 31 July 2020 and 31 January 2021, and a relaxation of
certain covenants for the period ending 31 July 2021 (subject to successful completion of a minimum NZ$150 million equity raising) will provide the Group with sufficient
time to achieve full compliance with its existing covenants. However,there remains a risk that the impact of COVID-19 on the Group is worse than anticipated and may
result in non-compliance with covenants for the period ending 31 July 2021 or otherwise trigger an event of default under the Group’s facilities, and the Group is unable to
obtain further support from its banking group.If this occurred, the Group may need to refinance its existing debt on less favourable terms or take other actions to achieve
compliance with its covenants, which may have a material adverse effect on its operating performance and earnings
General business
disruption risk
»In response to trading conditions the Group has taken and is taking further decisive actions, specifically in reducing operatingexpenses, deferring non-essential capital
projects, optimising labour costs, managing inventory levels and implementing a travel and hiring freeze. The Group will alsolook to access all Government subsidies and
other support that is available to it in the jurisdictions in which it operates. While the Group is carefully considering theactions it takes in response to COVID-19, these
actionsand the impact of COVID-19 on the way businessesoperate generally may negatively affect the ability of the Group to operate effectively, which may in turn have
a material adverse effect on its operating performance and earnings
»In addition, the Group’s trading performance once stores reopen may be worse than anticipated, whether due to demand being slower to return than anticipated, margins
being reduced due to the activity of competitors or the need for greater discounting than usual to attract customers, cost reductions having a negative impact on the
Group’s abilityto recommence operationsquickly and effectivelyor other unforeseen factors. If these factors arise, they may have a material adverse effect on the
Group’s financial position and performance

Strategy
31

Become a global outdoor and action sports company underpinned by iconic brands,
technical products and a focus on sustainability
DIVERSIFY THE
BUSINESS
GROW EACH BRAND
REALISE SYNERGIES
PROMOTE
OUR VALUES
Group Strategy
Build a portfolio of brands that:
a)Provide diversification in
geography, channel to
market, product
category and
seasonality
b)Meet the global year
round needs of outdoor
and action sports
enthusiasts
»Maintain relentless focus on
core customers by delivering
solutions to their needs
»Bring to market technical,
differentiated and
sustainable products
»Create global brands
»Accelerate expansion of the
direct to consumer business
»Deliver synergies in sourcing,
supply chain and systems
»Leverage the complementary
expertise and core
capabilities of each brand
»Capitalise on the existing
infrastructure and wholesale
networks to grow Kathmandu
and Oboz internationally
»Sustainability is ingrained in
everything we do
»We embrace diversity and
inclusion in the workplace
»Building up strong ties with
local communities is in our
ethos
32

Revenue Synergy Opportunities
33
Wholesale doorways
Online
Investments made to
develop strong platform
48 doors in North America
16 doors in Europe
Geographic presence
c. 90% AU & NZ
Global (ANZ, North America, Europe,
SE Asia, Brazil)
Relatively new, underpenetrated
online channel
Leveraging Rip Curl's global wholesale
network and Kathmandu's strong online
capabilities to accelerate revenue growth
Beginning to leverage international wholesale channel at
Kathmandu, notably in the US and Europe
Ability to further improve efficiency of Rip Curl’s store network
c. 1,250 doors in North America
c. 2,350 doors in Europe

Sustainability Leadership
34

Outdoor Segment Strategy
Inspire and Enable the Team
Sustainability Leadership: Best for the World
GROW CORE
MARKETS:
AUSTRALIA AND
NEW ZEALAND
WIN WITH
DISTINCTIVE
PRODUCT
ENHANCE THE
CUSTOMER
EXPERIENCE
THROUGH DIGITAL
BECOME A GLOBAL
BUSINESS
»Build the brand to ignite
demand in North America
»Build strategic wholesale
partnerships
»Accelerate the North America
direct to consumer business
»Explore other international
market opportunities
»Make it easy for customers
»Leverage digital to
enhance brand and
product
»Maximise mobile
»Extend leadership in key
product categories
»Accelerate growth in high
potential categories
»Scale the Women’s
opportunity
»Supercharge Summit Club
»Grow Summer
»Elevate key metro markets
»Enhancedstore optimisation
Transformation from a leading Australasian retailer to a brand-led global multi-channel business
35

Surf Segment Vision,Values, Mission
36
OUR
VISION
THE PRINCIPLES
& VALUES
OUR
MISSION
To continue developing a
brand image that truly reflects
our brand values and the
attitudes and aspirations of
those people on The Search...
To be regarded as the ultimate
surfing company in all that
we do...
•Customers
•Creativity & Innovation
•Committed Crew
•Community & Environment
•Honesty & integrity

Questions
37

Appendix 1: Statutory to Underlying Profit & Loss
38
Note: Rounding differences may arise in totals, both $ and %
1.1H FY20 Statutory results include the impact of IFRS 16 leases. For comparability, the impact of IFRS 16 is excluded from Underlying results
2.1H FY20 includes $10.3m expenses incurred in relation to the acquisition and integration of Rip Curl, including establishment of a new Group structure
3.1H FY20 Statutory sales are presented net of Summit Club vouchers issued. To improve comparability, 1H FY19 Underlying sales arealso presented net of Summit Club vouchers issued
4.1H FY19 includes abnormal income of $1.1m from a tax refund relating to the GST treatment of reward vouchers ($0.8m after tax)
1H FY20
1H FY19
IFRS 16
Transaction
Other
IFRS 16
Transaction
Presentation
Other
Statutory
Leases
*1
Costs
*2
one-offs
*2
Underlying
Statutory
Leases
Costs
Adjustm ent
*3
one-offs
*4
Underlying
Sales
363.7

363.7

232.0

(3.0)

229.0

Gross profit
218.9

218.9

141.9

141.9

Gross margin
60.2%
60.2%
61.2%
62.0%
Operating expenses
(150.6)

(38.1)

10.1

0.3

(178.4)

(113.2)

(1.1)

(114.3)

% of sales
-41.4%
-49.0%
-48.8%
-49.9%
EBITDA
68.3

(38.1)

10.1

0.3

40.5

28.7

(1.1)

27.6

EBITDA margin %
18.8%
11.1%
12.4%
12.1%
EBIT
23.8

(5.1)

10.1

0.3

29.0

20.9

(1.1)

19.8

EBIT margin %
6.5%
8.0%
9.0%
8.6%
NPAT
8.1

(0.4)

10.1

0.2

18.0

14.0

(0.8)

13.2

KATHMANDU GROUP
NZ$m

Appendix 2: Segment note
39
1.1H FY19 sales are re-stated net of Summit Club vouchers issued per Appendix 1
SALES
EBIT
1H FY20 (NZ$'000)
Outdoor
Surf
Corporate
Total
1H FY20 (NZ$'000)
Outdoor
Surf
Corporate
Total
SALES per segment note
228,747

134,907

-

363,654

EBIT per segment note
19,221

16,781

(12,242)

23,760

-

-

-

IFRS 16 Leases Adjustment
(4,006)

(1,073)

-

(5,079)

Transaction Costs & Abnormals
262

-

10,073

10,335

SALES (comparable)
228,747

134,907

-

363,654

EBIT (underlying)
15,477

15,708

(2,169)

29,016

1H FY19 (NZ$'000)OutdoorSurfCorporateTotal1H FY19 (NZ$'000)OutdoorSurfCorporateTotal
SALES per segment note232,024 - - 232,024 EBIT per segment note22,775 - (1,851) 20,924
Presentation adjustment
*1
(3,027) - - (3,027) IFRS 16 Leases Adjustment- - - -
Transaction Costs & Abnormals(1,115) - - (1,115)
SALES (comparable)228,997 - - 228,997 EBIT (underlying)21,660 - (1,851) 19,809

Appendix 3: Foreign Selling Restrictions
40
This document does not constitute an offer of entitlements (“Entitlements”) or new ordinary shares (“New Shares”) of the Companyin any jurisdiction in which it would be unlawful. In particular, this
document may not be distributed to any person, and the Entitlements and New Shares may not be offered or sold, in any countryoutside New Zealand and Australia except to the extent permitted below.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been
authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong
Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connectionwith it. Accordingly, the New Shares have not been and will not be offered
or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere
that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permittedto do so under the securities laws of Hong Kong) other than with respect to the
New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (asdefined in the SFO and any rules made under that ordinance). No person
allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of
this document, you should obtain independent professional advice.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian SecuritiesTrading Act of 29 June 2007. Accordingly, this document shall not be
deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876 and including non-
professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived theprotection as non-professional in accordance with the procedures in this
regulation).
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly,
this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the
New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with
exemptions in Subdivision (4) of Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any
other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as
defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please returnthis document immediately. You may not forward or circulate this document to
any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-salerestrictions in Singapore that may be applicable to investors who
acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Appendix 3: Foreign Selling Restrictions (cont.)
41
Switzerland
The offering of the New Shares in Switzerland is exempt from requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA") because such offering is made to
professional clients within the meaning of the FinSA only and the securities will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This document does
not constitute a prospectus pursuant to the FinSA, art. 652a, or art. 752 of the Swiss Code of Obligations (in its version applicable during the transitory period after entering into force of FinSA on January
1, 2020) or a listing prospectus within the meaning of art. 27 et seqq. of the SIX Listing Rules (in their version enacted onJanuary 1, 2020, and to be applied during the transitory period), and no such
prospectus has been or will be prepared for or in connection with the offering of the New Shares.
United Kingdom
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within
the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intendedto be published in respect of the New Shares.
This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and these securities may not be offered or sold in the
United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do notrequire the publication of a prospectus pursuant to section 86(1) of the
FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated
or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experiencein matters relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high
net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated(together "relevant persons"). The investments to which this document
relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.

---

KATHMANDU HOLDINGS LIMITED

INTERIM REPORT 2020

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020
2
DIRECTORS’ REPORT
The Directors of Kathmandu Holdings Limited present the Interim Report for the Company and its controlled entities for the
half year ended 31 January 2020.
Review of Operations
The consolidated net profit after tax for the period was NZ$8.1 million (2019: NZ$14.0 million) including acquisition costs of
NZ$10.1m. The consolidated net profit after tax excluding acquisition costs is NZ$18.2m. Sales for the period were NZ$363.7
million (2019: NZ$232.0 million).
A review of the operations of the Company and its controlled entities is set out in the accompanying Company’s media release
of 1 April 2020. The key line items in the half year results were:
Sales up 56.7% to NZ$363.7m,
EBIT up NZ$2.9m to NZ$23.8m,
NPAT down NZ$5.8m to NZ$8.1m.
Seasonality
Due to the seasonal nature of the Company and its controlled entities activities, the activities in the second half of the year
historically provide a larger portion of the sales and net profit for the full year.
Going Concern and the Impact of COVID-19
The Group has reviewed the impact on the business from the rapidly evolving COVID-19 situation. Providing accurate
forecasts in this rapidly evolving environment is challenging however the Directors are of the view that there is likely to be a
material adverse impact to earnings in the next 12 months. Refer to Note 16 of the Financial Statements for further disclosure
about the impact of COVID-19 on the going concern assumption.
Signed in accordance with a resolution of the directors:
David Kirk Xavier Simonet
Director Director

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020
3
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited
Six Months
Ended
31 January
2020
Unaudited
Six Months
Ended
31 January
2019
Audited
Year
Ended
31 July
2019
Note
NZ$’000 NZ$’000 NZ$’000
Sales revenue 4 363,654 232,024 545,618
Cost of sales (144,754) (90,160) (213,125)
Gross profit 218,900 141,864 332,493
Other income 628 1,115 1,130
Selling expenses
5
(87,168) (77,968) (160,581)
Administration and general expenses
5
(64,025) (36,332) (73,477)
(150,565) (113,185) (232,928)
Earnings before interest, tax, depreciation and amortisation
68,335 28,679 99,565
Depreciation and amortisation 5 (44,575) (7,755) (15,272)
Earnings before interest and tax
23,760 20,924 84,293
Finance income 29 54 37
Finance expenses (9,531) (1,506) (2,952)
Finance costs - net 5 (9,502) (1,452) (2,915)
Profit before income tax
14,258 19,472 81,378
Income tax expense (6,121) (5,518) (23,745)
Profit after income tax
8,137 13,954 57,633
Profit for the period attributable to:
Shareholders of the company 7,471 13,954 57,633
Non-controlling interest 666 - -
Other comprehensive income/(loss) that may be recycled through profit and loss:
Movement in cash flow hedge reserve (407) (1,524)620
Movement in foreign currency translation reserve (2,870) (6,583)(3,297)
Other comprehensive income/(loss) for the period, net of tax
(3,277) (8,107) (2,677)
Total comprehensive income for the period
4,860 5,847 54,956
Total comprehensive income for the period attributable to:
Owners of the company 4,335 5,847 54,956
Non-controlling interest 525 - -
Basic earnings per share (restated)
3
2.8 cps 6.0 cps 24.6 cps
Diluted earnings per share (restated)
3
2.8 cps 5.9 cps 24.4 cps
Weighted average basic ordinary shares outstanding (‘000)
(restated)
3 269,324 234,399 234,561
Weighted average diluted ordinary shares outstanding (‘000)
(restated)
3 270,433 236,231 236,526

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020
4
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
Capital
Cash Flow
Hedge
Reserve
Foreign
Currency
Translation
Reserve
Share
Based
Payments
Reserve
Retained
Earnings
Non-
controlling
Interest
Total
Equity
NZ$’000 NZ$’000 NZ$’000 NZ$’000 NZ$’000 NZ$’000 NZ$’000
Balance as at 31 July 2018 249,882 3,498 (8,975) 2,760 173,356 -420,521
Profit after tax
- - - - 57,633 -57,633
Other comprehensive income
-620(3,297) - - - (2,677)
Dividends paid
- - - - (33,883) -(33,883)
Issue of share capital
1,231 - - (1,231) - - -
Share based payment expense
- - - 721 - - 721
Lapsed share options
- - - (14)14- -
Deferred tax on share-based
payment transactions
- - - (253)-- (253)
Balance as at 31 July 2019 251,113 4,118 (12,272) 1,983 197,120
-
442,062
Profit after tax
- - - - 7,471 666 8,137
Other comprehensive income
-(407)(2,729) - - (141) (3,277)
Dividends paid
- - - - (27,209) -(27,209)
Issue of share capital
174,649 - - (1,613) - - 173,036
Share based payment expense
- - - 116 - - 116
Deferred tax on share-based
payment transactions
- - - 83 - - 83
Non-controlling interest on
acquisition
- - - - -3,3123,312
Transition to NZ IFRS 16
- - - - (16,308) -(16,308)
Balance as at 31 January 2020 425,762 3,711 (15,001) 569 161,074
3,837
579,952

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020
5
CONSOLIDATED BALANCE SHEET
Unaudited
As at
31 January
2020
Unaudited
As at
31 January
2019
Audited
As at
31 July
2019
Note
NZ$’000 NZ$’000 NZ$’000
ASSETS
Current assets
Cash and cash equivalents 40,259 4,650 6,230
Trade and other receivables 81,121 11,373 14,206
Inventories 254,560 130,050 122,773
Derivative financial instruments 13 5,677 3,366 4,964
Current tax asset 18,897 805 -
Other financial assets -22,210-
Total current assets 400,514 172,454 148,173
Non-current assets
Property, plant and equipment 12 93,125 60,941 60,319
Intangible assets 634,834 384,624 386,061
Right-of-use assets 15 309,733 - -
Total non-current assets 1,037,692 445,565 446,380
Total assets
1,438,206 618,019 594,553
LIABILITIES
Current liabilities
Trade and other payables 131,037 60,747 74,560
Derivative financial instruments 13 186 1,348 113
Current tax liabilities 12,828 -6,458
Other financial liabilities -21,739-
Lease liability 15 78,041 - -
Total current liabilities 222,092 83,834 81,131
Non-current liabilities
Derivative financial instruments 13 13 45 9
Non-current trade and other payables 2,480 - -
Interest bearing liabilities 8 313,425 83,850 25,500
Deferred tax 53,444 48,667 45,851
Lease liability 15 266,800 - -
Total non-current liabilities 636,162 132,562 71,360
Total liabilities
858,254 216,396 152,491
Net assets 579,952 401,623 442,062
EQUITY
Contributed equity - ordinary shares 425,762 251,113 251,113
Reserves (10,721) (11,825) (6,171)
Retained earnings 161,074 162,335 197,120
Non-controlling interest 3,837 - -
Total equity 579,952 401,623 442,062

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020
6
CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
Six Months
Ended
31 January
2020
Unaudited
Six Months
Ended
31 January
2019
Audited
Year
Ended
31 July
2019
Note
NZ$’000 NZ$’000 NZ$’000
Cash flows from operating activities
Cash was provided from:
Receipts from customers 378,631 235,097 546,499
Income tax received - - 207
Interest received 29 54 621
378,660 235,151 547,327
Cash was applied to:
Payments to suppliers and employees 300,475 234,566 455,743
Income tax paid 15,914 15,338 26,673
Interest paid 7,035 1,404 3,237
323,424 251,308 485,653
Net cash inflow/(outflow) from operating activities
55,236 (16,157) 61,674
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment - 1 1
Proceeds from investment in other financial assets - - 22,321
1 22,322
Cash was applied to:
Purchase of property, plant and equipment 8,337 5,171 11,345
Purchase of intangibles 2,228 1,813 4,351
Acquisition of subsidiaries 378,794 84 22,321
389,359 7,068 38,017
Net cash (outflow) from investing activities
(389,359) (7,067) (15,695)
Cash flows from financing activities
Cash was provided from:
Proceeds of loan advances 451,338 70,214 92,606
Proceeds from share issue 140,081 - -
591,419 70,214 92,606
Cash was applied to:
Dividends 27,209 24,836 33,883
Repayment of loan advances 160,516 25,624 106,606
Repayment of lease liabilities 34,331 - -
222,056 50,460 140,489
Net cash inflow/(outflow) from financing activities
369,363 19,754 (47,883)
Net increase/(decrease) in cash held
35,240 (3,470) (1,904)
Opening cash and cash equivalents 6,230 8,146 8,146
Effect of foreign exchange rates (1,211) (26)(12)
Closing cash and cash equivalents
40,259 4,650 6,230

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020
7
RECONCILIATION OF NET PROFIT AFTER TAXATION WITH CASH INFLOW FROM OPERATING
ACTIVITIES
Unaudited
Six Months
Ended
31 January
2020
Unaudited
Six Months
Ended
31 January
2019
Audited
Year
Ended
31 July
2019
NZ$’000 NZ$’000 NZ$’000
Profit after income tax
8,137 13,954 57,633
Movement in working capital:
(Increase) / decrease in trade & other receivables 17,942 1,660 (379)
(Increase) / decrease in inventories (11,649) (20,516) (13,042)
Increase / (decrease) in trade and other payables (7,782) (10,290) 3,662
Increase / (decrease) in tax liability (8,368) (10,639) (3,260)
(9,857) (39,785) (13,019)
Add non cash items:
Depreciation of property, plant and equipment 8,609 5,851 11,920
Amortisation of intangibles 2,904 1,904 3,352
Depreciation of right-of-use assets 33,061 - -
Foreign currency translation of working capital balances 13,284 181 (286)
Increase / (decrease) in deferred taxation (1,425) 818 539
Employee share based remuneration 116 576 721
Loss on disposal of property, plant and equipment 407 344 814
56,956 9,674 17,060
Cash inflow/(outflow) from operating activities
55,236 (16,157) 61,674

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

8

1 GENERAL INFORMATION
Kathmandu Holdings Limited (the Company) and its subsidiaries (together the Group) is a designer, marketer, retailer and
wholesaler of apparel, footwear and equipment for surfing and the outdoors. It operates in New Zealand, Australia, North
America, Europe, South East Asia and Brazil.
The Company is a limited liability company incorporated and domiciled in New Zealand. Kathmandu Holdings Limited is a
company registered under the Companies Act 1993 and is a FMC reporting entity under Part 7 of the Financial Markets
Conduct Act 2013. The address of its registered office is 223 Tuam Street, Christchurch.
These consolidated interim financial statements have been approved for issue by the Board of Directors on 1 April 2020, and
have been reviewed, not audited.
Seasonality
Due to the seasonal nature of the Company and its controlled entities activities, the activities in the second half of the year
historically provide a larger portion of the sales and net profit for the full year.
2 BASIS OF PREPARATION OF FINANCIAL STATEMENTS
These general purpose financial statements for the six months ended 31 January 2020 have been prepared in accordance with
NZ IAS 34, Interim Financial Reporting. In complying with NZ IAS 34, these consolidated interim financial statements also
comply with IAS 34.
These consolidated interim financial statements do not include all the notes of the type normally included in an annual financial
report. Accordingly, this report should be read in conjunction with the audited financial statements of Kathmandu Holdings
Limited for the year ended 31 July 2019 which have been prepared in accordance with the New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
The Group is designated as a profit-oriented entity for financial reporting purposes.
3 ACCOUNTING POLICIES
Other than the new accounting standards adopted during the period as set out in Note 18 and the earnings per share and
segment restatement noted below, the consolidated interim financial statements have been prepared using the same
accounting policies and methods of computation as those used in the audited financial statements of Kathmandu Holdings
Limited for the year ended 31 July 2019.
The Group has restated the prior year basic and diluted EPS to reflect the impact of the implied bonus element on shares
issued from the institutional entitlement offer on 11 October 2019, retail entitlement offer on 29 October 2019 and share
placement on 31 October 2019. Shares were issued at an issue price of NZ$2.55, representing a 14.4% discount to the
NZ$2.98 volume weighted average price (ex-dividend) of Kathmandu’s shares traded on the NZX for the last five trading days
prior to 1 October 2019, and a 13.6% discount to the theoretical ex-entitlement price of NZ$2.95.
The Group has restated the January 2019 segment disclosure in Note 6 to align the comparative disclosure with the new
operating segments identified following the acquisition of Rip Curl Group Pty Ltd in October 2019.
4 REVENUE

Unaudited
Six Months
Ended
31 January
2020
Unaudited
Six Months
Ended
31 January
2019
Audited
Year
Ended
31 July
2019
NZ$’000 NZ$’000
NZ$’000
Disaggregation of revenue:

Sale of goods 361,300 232,024 545,618
Licensing revenue 2,354 - -
363,654 232,024 545,618

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

9

5 EXPENSES

Unaudited
Six Months
Ended
31 January
2020
Unaudited
Six Months
Ended
31 January
2019
Audited
Year
Ended
31 July
2019
NZ$’000 NZ$’000
NZ$’000
Profit before tax includes the following expenses:

Depreciation of property, plant and equipment 8,609 5,851 11,920
Amortisation 2,904 1,904 3,352
Depreciation of right-of-use assets 33,061 - -
Employee benefit expense 77,594 46,557 92,035
Rental expense 10,107 34,372 69,187
Acquisition costs 10,073 - -

Finance costs – net consist of:

Interest income (29) (54) (37)
Interest expense on term debt 2,197 894 1,877
Interest on lease liabilities 4,462 - -
Other finance costs 1,803 437 886
Net exchange loss on foreign currency borrowings 1,069 175 189
9,502 1,452 2,915
6 SEGMENTAL INFORMATION
Following the acquisition of Rip Curl Group Pty Limited in October 2019 the Group has three operating segments.
Outdoor – including the Kathmandu and Oboz brands. This segment designs, markets, retails and wholesales apparel,
footwear and equipment for outdoor travel and adventure.
Surf – including the Rip Curl brand. This segment designs, manufactures, wholesales and retails surfing equipment and
appreal.
The Corporate segment represents group costs, holding companies and consolidation eliminations and constitutes other
business activities that do not fall within outdoor or surf segments.
These operating segments have been determined based on the reports reviewed by the Group Chief Executive Officer and
Group Executive Management team.
EBITDA represents earnings before income taxes (a non-GAAP measure), excluding interest income, interest expense,
depreciation and amortisation, as reported in the financial statements. EBIT represents EBITDA less depreciation and
amortisation.
Costs recharged between Group companies are calculated on an arms-length basis. The default basis of allocation is % of
revenue with other bases being used where appropriate.
31 January 2020 Outdoor Surf Corporate Total
NZ$’000 NZ$’000 NZ$’000 NZ$’000

Sales from external customers 228,747 134,907 - 363,654
EBITDA 50,780 28,891 (11,336) 68,335
Depreciation and software amortisation (31,559) (12,110) (906) (44,575)
EBIT 19,221 16,781 (12,242) 23,760
Income tax expense 3,251 4,922 (2,052) 6,121
Total segment assets 768,602 662,623 6,981 1,438,206
Total assets includes:

Non-current assets 612,322 425,370 - 1,037,692
Additions to non-current assets 19,596 405,975 - 425,571
Total segment liabilities 290,199 251,719 316,336 858,254

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

10

31 January 2019 – Restated (Note 3) Outdoor Surf Corporate Total
NZ$’000 NZ$’000 NZ$’000 NZ$’000

Sales from external customers 232,024 - - 232,024
EBITDA 30,130 - (1,451) 28,679
Depreciation and software amortisation (7,355) - (400) (7,755)
EBIT 22,775 - (1,851) 20,924
Income tax expense 6,123 - (605) 5,518
Total segment assets 591,856 - 26,163 618,019
Total assets includes:

Non-current assets 445,565 - - 445,565
Additions to non-current assets 6,983 - 84 7,067
Total segment liabilities 111,521 - 104,875 216,396

7 RELATED PARTY DISCLOSURES

No amounts owed to related parties have been written off or forgiven during the period.

8 INTEREST BEARING LIABILITIES

Unaudited
As at
31 January
2020
Unaudited
As at
31 January
2019
Audited
As at
31 July
2019
NZ$’000 NZ$’000 NZ$’000

Non-current portion

313,425 83,850 25,500

The Group has a multi-option syndicated facility agreement, with a term loan facility of A$220 million, a revolving cash
advances facility of NZ$58 million and A$37 million, a trade finance sub-facility of A$30 million and NZ$10 million, and
instruments sub-facility of A$20 million. All facilities are repayable in full on 30 November 2022.
Interest is payable based on the BKBM rate (NZD borrowings), the BBSY rate (AUD borrowings), or the applicable short term
rate for interest periods less than 30 days, plus a margin of up to 1.05%. The debt is secured by the assets of the guaranteeing
group in accordance with the Security Trust Deed dated 25 October 2019.
The covenants entered into by the Group require specified calculations of Group earnings (excluding one-off transaction costs)
before interest, tax, depreciation and amortisation (EBITDA) plus lease rental costs to exceed total fixed charges (net interest
expense and lease rental costs) at the end of each half during the financial year. Similarly EBITDA (excluding one-off
transaction costs) must be no less than a specified proportion of total net debt at the end of each six month interim period. The
calculations of these covenants are specified in the bank facility agreement of 25 October 2019 and have been complied with at
31 January 2020.
The current interest rates, prior to hedging, on the term loans ranged from 1.89% - 2.30% (2019: 2.56% - 3.34%).

9 CONTINGENT LIABILITIES
There are no contingent liabilities as at 31 January 2020 (2019: nil).

10 CONTINGENT ASSETS
There are no contingent assets as at 31 January 2020 (2019: nil).

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

11

11 COMMITMENTS
Capital commitments
Capital commitments contracted for at balance date are:

Unaudited
As at
31 January
2020
Unaudited
As at
31 January
2019
Audited
As at
31 July
2019
NZ$’000 NZ$’000 NZ$’000

Property, plant and equipment

5,300 3,515
1,877
Intangible assets

1,433 3,089
704
Since 31 January 2020 $5,262,000 of these commitments have been subsequently paid.
12 PROPERTY PLANT & EQUIPMENT

Unaudited
Ended
31 January
2020
Unaudited
Ended
31 January
2019
Audited
Ended
31 July
2019

NZ$’000 NZ$’000 NZ$’000

Additions

8,337 5,170
11,345

Acquisition of businesses

35,228 -
-

Disposals

(407) (334)
(802)

13 FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

(a) Financial risk factors

The Group’s activities expose it to a variety of financial risks, market risk (including currency risk and interest rate risk), credit
risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial
instruments such as foreign exchange contracts and interest rate swaps to manage certain risk exposures. Derivatives are
exclusively used for economic hedging purposes, i.e. not as trading or other speculative instruments, however not all derivative
financial instruments qualify for hedge accounting.
Risk management is carried out based on policies approved by the Board of Directors. The Group treasury policy provides
written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages this
risk by actively managing working capital and ensuring flexibility in funding arrangements. Refer to Note 7 for details of the
funding arrangements in place as at 31 January 2020. Also refer to Note 16 for the liquidity risk in relation to the impact of
COVID-19.
The consolidated interim financial statements do not include all financial risk management information and disclosures required
in the annual financial statements; they should be read in conjunction with the Group’s annual financial statements as at 31
July 2019. There have been no changes in the risk management department or in any risk.

(b) Fair value estimation

The only financial instruments held by the Group that are measured at fair value are over-the-counter derivatives. These
derivatives have all been determined to be within level 2 (for the purposes of NZ IFRS 13) of the fair value hierarchy as all
significant inputs required to ascertain the fair value of these derivatives are observable.
There were no changes in valuation techniques during the period.

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

12

The following methods and assumptions were used to estimate the fair values for each class of financial instrument.
Trade debtors, trade creditors and bank balances
The carrying value of these items is equivalent to their fair value.
Term liabilities
The fair value of the Group's term liabilities is approximately carrying value.
Foreign exchange contracts and interest rate swaps
The forward foreign exchange contracts have been fair valued using forward exchange rates that are quoted in an active
market. Interest rate swaps are fair valued using forward interest rates extracted from observable yield curves. The effects of
discounting are insignificant for these derivatives.
Guarantees and overdraft facilities
The fair value of these instruments is estimated on the basis that management do not expect settlement at face value to arise.
The carrying value and fair value of these instruments is approximately nil. All guarantees are repayable on demand.

The following table presents the group’s assets and liabilities that are measured at fair value at 31 January 2020.

Total

NZ$' 000
Assets

Derivative financial instruments 5,677
Total assets
5,677
Liabilities

Derivative financial instruments 199
Total liabilities
199

14 ACQUISITION OF RIP CURL GROUP PTY LTD
On 31 October 2019 Kathmandu Holdings Limited through its wholly-owned subsidiary Barrel Wave Holdings Pty Limited
acquired 100% of the equity interests in Rip Curl Group Pty Limited and its controlled entities based out of Australia. The total
purchase price was A$350,000,000. The non-controlling interest on acquisition relates to the interest acquired by the Group in
Rip Curl joint ventures in New Zealand, Thailand and Europe.
Rip Curl is a designer, manufacturer and retailer of surfing equipment and apparel, and has a global presence across Australia,
New Zealand, North America, Europe, South East Asia and Brazil. The acquisition creates a global outdoor and action sports
company anchored by two iconic Australian brands and provides the opportunity for Kathmandu to considerably diversify its
geographic footprint, channels to market and seasonality profile.
At the time the interim financial report was authorised for issue, the Group had not yet finalised the purchase price allocation for
the acquisition of Rip Curl. Fair values of the assets and liabilities disclosed below are determined provisionally as
management is in process of reviewing the details of independent valuations. In segment information (Note 6), management
temporarily allocates related assets and liabilities of the acquired business in the "Surf" segment. The Group expects to finalise
the purchase price allocation in the next few months.

Goodwill arising on acquisition
On completion of the purchase price allocation, goodwill may be recognised on the acquisition of Rip Curl because of the
established workforce and control premiums paid. This is not recognised separately from goodwill as the expected future
economic benefits arising cannot be reliably measured and they do not meet the definition of identifiable intangible assets.

Acquisition costs
Acquisition related costs of $10,073,000 have been excluded from the consideration transferred and are included in
administration and general expenses in the statement of comprehensive income and in operating cash flows in the statement of
cash flows in the current year.

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

13

Provisional Purchase Price Allocation

NZD$’000
Purchase price
377,562
Less estimated net indebtedness adjustment (81,202)
Plus estimated working capital settlement adjustments 29,165
Total net consideration

325,525

Carrying amounts of identifiable assets acquired and liabilities assumed;
Current assets

Cash and cash equivalents 29,142
Trade and other receivables 88,043
Inventories 125,761
Derivative financial instruments 1,052
Current tax asset 8,147
Non-current assets

Property, plant and equipment 35,228
Right-of-use assets 148,855
Current liabilities

Trade and other payables (83,338)
Current tax liability (3,797)
Current lease liabilities (34,784)
Non-current liabilities

Non-current lease liabilities (114,071)
Interest bearing liabilities (115,366)
Deferred tax (15,125)

Less non-controlling interest acquired (3,312)

Net assets acquired
66,435

Intangible assets to be allocated 259,090

Total net consideration

325,525

Less cash and cash equivalents acquired (29,142)
Less consideration paid as shares (32,955)
Plus indebtedness settled on acquisition 115,366
Net cash outflow on acquisition

378,794

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

14

15 LEASES
The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use
asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term
leases (defined as leases with a term of 12 months or less) and leases of low value assets. For these leases, the Group
recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another
systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Lease Liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental
borrowing rate. The Group's incremental borrowing rate has been determined as the rate of interest that the Group would have
to pay to borrow over a similar term and with a similar security the funds necessary to obtain an asset of a similar value to the
right-of-use asset in a similar economic environment.
Lease payments included in the measurement of the lease liability comprise:
 fixed lease payments (including in-substance fixed payments), less any lease incentives; and
 variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the
effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever;
 the lease term has changed in which case the lease liability is remeasured by discounting the revised lease payments
using a revised discount rate;
 the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed
residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the
initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a
revised discount rate is used);
 a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the
lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
Right of Use Asset
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before
the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation
and impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is
located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is
recognised and measured under NZ IAS 37. The costs are included in the related right-of-use asset.
Right-of-use assets are depreciated over the shorter period of the lease term and useful life of the underlying asset. The
depreciation starts at the commencement date.
The Group applies NZ IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any
identified impairment loss.
Variable Rents
Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-
use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those
payments occurs and are included in the selling expenses line in the consolidated statement of comprehensive income.
Group as a lessee
The Group leases several assets including buildings and motor vehicles. Some of the existing lease arrangements have right of
renewal options for varying terms. Renewal options are included within the lease liability if they are within 2 years and the
Group is reasonably certain to take up the option. The average lease term including rights of renewal is 7 years.
Right-of-use assets and lease liabilities on acquisition
These relate to the acquisition of Rip Curl Group Pty Ltd. The Group is yet to complete the review over the term of the lease
and incremental borrowing rates. This will be completed together with the purchase price allocation (note 14).

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

15

Right-of-use assets
The movements in right of use assets for the six months ended 31 January 2020 were as follows:

NZ$' 000
Opening net book value 1 August 2019
-
Movements on transition 178,774
Additions 20,297
Right-of-use assets recognised on acquisition (Note 14) 148,855
Depreciation for the period (33,061)
Exchange differences (5,132)
Closing net book value 31 January 2020
309,733

Lease amounts recognised in the consolidated statement of comprehensive income:

Unaudited
Six Months
Ended
31 January
2020

NZ$' 000
Depreciation right-of-use asset 33,061
Short-term lease expense 316
Low-value lease expense 309
Variable lease expense 106
Lease outgoings 9,375
Interest expense related to lease liabilities 4,462
Total
47,629

Some of the property leases in which the Group is the lessee contain variable lease payment terms that are linked to sales
generated from the leased stores. Variable payment terms are used to link rental payments to store cash flows and reduce
fixed cost.

Overall the variable payments constitute up to 0.2% of the Group's entire lease payments. The Group expects this ratio to
remain constant in future years. The variable payments depend on sales and consequently on the overall economic
development over the next few years. Taking into account the development of sales expected over the next 3 years, variable
rent expenses are expected to continue to present a similar proportion of store sales in future years.

The total cash outflow for leases amounts to $48,175,000.

Lease liabilities

Reconciliation of operating lease commitments to lease liabilities recognised on initial application;

NZ$' 000
Operating lease obligation as 31 July 2019
206,476
Recognition exemption for short term leases (318)
Adjustments as result of different treatment of renewal options 28,257
Lease contracts committed to but not yet available for use (6,256)
Effect of discounting at the incremental borrowing rate as of 1 August 2019 (12,795)
Lease liabilities as at 1 August 2019
215,364

The weighted average incremental borrowing rate applied to lease liabilities recognised in the consolidated balance sheet at 1
August 2019 is 3.05%.

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

16

The movements in lease liabilities for the six months ended 31 January 2020 were as follows:

NZ$' 000
Opening lease liabilities 1 August 2019
-
Movements on transition 215,364
Additions 20,297
Lease liabilities recognised on acquisition (Note 14) 148,855
Interest expense related to lease liabilities 4,462
Repayment of lease liabilities (including interest) (38,793)
Exchange differences (5,344)
Closing lease liabilities 31 January 2020
344,841

16 GOING CONCERN AND THE IMPACT OF COVID-19
The Group has reviewed the impact on the business from the rapidly evolving COVID-19 situation. As at the date of this report
the Group has sufficient inventory levels for the forthcoming season for all brands. However there has been significant
reduction in foot traffic across the Group’s store footprint globally with Government enforced shutdowns of store locations.
Given the New Zealand Government announced move to Stage 4 all New Zealand stores are now closed until notified by the
Government. The Group also closed the Australian retail stores as of 27 March 2019.

Providing accurate forecasts in this rapidly evolving environment is challenging however the Directors are of the view that there
will be a material adverse impact to earnings in the next 12 months.

In response to these trading conditions the Group is taking decisive actions, specifically in reducing operating expenses,
deferring non-essential capital projects, optimising labour costs, managing inventory levels and has implemented a travel and
hiring freeze. The Group has also accessed available government incentives.

Even after taking these steps into consideration the Group is forecasting to breach its bank covenants within the immediate
future. The Directors have therefore decided to proceed with a capital raise to provide sufficient liquidity headroom given the
uncertainty of future earnings presented with the COVID-19 situation.

In addition, the Group has sought support from its banking syndicate in the form of a waiver of current covenant measurements
until the 31 July 2021 measurement point and is renegotiating the terms of its banking facilities. The covenant waiver is
dependent on the successful completion of the proposed capital raise by April 2020. The Directors have taken all reasonable
steps to ensure the successful completion of the capital raise including signing an underwriting agreement with Craigs
Investment Partners Limited, Forsyth Barr Limited, Credit Suisse AG and Jarden Limited as Joint Lead Managers and Joint
Bookrunners (“JLMs”) of the capital raise, however these steps do not eliminate the inherent equity market risk.

Having taken these actions the Directors have concluded that it is appropriate that these financial statements are prepared on a
going concern basis. However, it is acknowledged that there are material uncertainties with respect to the Group successfully
renegotiating revised terms on its banking facilities, forecasting revenue in the COVID-19 environment, whether the capital
raise can be achieved and whether the amount raised is sufficient to meet the Group's funding requirements for the next 12
months.

The Directors acknowledge that if the Group does not complete its capital raise and successfully renegotiate revised terms on
its banking facilities, or is unable to secure alternative funding then the going concern assumption may not be appropriate.
These matters therefore indicate that there is a material uncertainty that may cast significant doubt on the Group’s ability to
continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal
course of business.

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

17

17 EVENTS OCCURRING AFTER BALANCE DATE
As discussed in Note 16, the rapid global rise of COVID-19 has had a significant impact on the global financial markets and
asset prices have materially changed. The values of the Group's assets and liabilities may have materially changed since 31
January 2020 including the value of the Group's intangible assets (goodwill and brands) and its financial instruments. An
assessment of the underlying values of the Group's assets and liabilities and the extent of any potential change in values can
be made once some normality has returned to the market or at the latest in the Group's financial statements for the year ending
31 July 2020.

18 NEW ACCOUNTING STANDARDS
(a) New standards first applied in the period

New
Accounting
Standard
Effective Date
Applicable to
the Group
Summary of Changes Group Impact
NZ IFRS 16
Leases
1 August 2019 Introduces a single lessee
accounting model requiring a
lessee to recognise assets
and liabilities for all leases
with a term of more than 12
months where they are not
considered low value. A
right-of-use asset is
recognised representing the
right to use the underlying
leased asset and a lease
liability representing the
obligations to make lease
payments. As a
consequence, a lessee
recognises depreciation of
the right-of-use asset and
interest on the lease liability.
The Group has applied NZ IFRS 16 using a modified
retrospective transition method. Comparative figures
have not been restated and the cumulative effect of
initially applying IFRS 16 has been recognised as an
opening retained earnings adjustment.
NZ IFRS 16 changes how the Group accounts for
leases previously classified as operating leases under
NZ IAS 17, which were off-balance-sheet.
Applying NZ IFRS 16, for all leases (except as noted
below), the Group has:
a) recognised lease liabilities and right-of-use assets in
the consolidated balance sheet. Lease liabilities have
been initially measured at the present value of the
remaining lease payments, discounted using the
incremental borrowing rate at 1 August 2019. Right-of-
use assets has been initially measured at carrying
amount as if NZ IFRS 16 had always applied since the
lease commencement date, using a discount rate
based on the incremental borrowing rate at 1 August
2019;
b) recognised depreciation of right-of-use assets and
interest on lease liabilities in the consolidated
statement of comprehensive income; and
c) separated the total amount of cash paid into a
principal portion (presented within financing activities)
and interest (presented within operating activities) in
the consolidated statement of cash flows.
Lease incentives (eg rent free periods) are recognised
as part of the measurement of the right-of-use assets
and lease liabilities whereas under NZ IAS 17 they
resulted in the recognition of a lease liability, amortised
as a reduction of rental expense on a straight-line
basis.
Under NZ IFRS 16, right-of-use assets are tested for
impairment in accordance with NZ IAS 36 Impairment
of Assets. This replaces the previous requirement to
recognise a provision for onerous lease contracts.
For short-term leases (lease term of 12 months or less)
and leases of low-value assets (such as office
equipment), the Group has opted to recognise a lease
expense on a straight-line basis as permitted by NZ

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

18

IFRS 16. This expense is presented within selling
expenses and administration and general expenses
within the consolidated statement of comprehensive
income.
The Group has used the following practical expedients
on initial application of NZ IFRS 16;
- whether an existing contract is, or contains, a lease
has not been reassessed;
- applied a single discount rate to a portfolio of leases
with reasonably similar characteristics;
- relied on its assessment of whether leases are
onerous applying NZ IAS 37 Provisions, Contingent
Liabilities and Contingent Assets immediately before 1
August 2019 as an alternative to performing an
impairment review;
- excluded initial direct costs from the measurement of
the right-of-use asset at 1 August 2019;
- used hindsight in determining the lease term if the
contract contains options to extend or terminate the
lease.

(b) Standards, interpretations and amendments to published standards that are not yet effective
There are no standards or amendments published but not yet effective that are expected to have a significant impact on the
group.

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

19

STATUTORY INFORMATION

GROUP STRUCTURE
Kathmandu Holdings Limited owns 100% of the following companies unless otherwise stated:
Milford Group Holdings Limited
Kathmandu Limited
Kathmandu Pty Limited
Kathmandu (UK) Limited
Kathmandu US Holdings LLC
Oboz Footwear LLC
Rip Curl Group Pty Ltd (from 31 October 2019)
Rip Curl International Pty Ltd
PT Jarosite
Rip Curl Pty Ltd
Onsmooth Thai Co Ltd
Rip Curl Investments Pty Ltd
Blue Surf Pty Ltd
RC Surf Pty Ltd
Rip Curl Airport & Tourist Stores Pty Ltd
JRRC Rundle Mall Pty Ltd
Rip Curl (Thailand) Ltd (group owns 50%)
RC Airports Pty Ltd
Ozmosis Pty Ltd
RC Chermside Pty Ltd
Bondi Rip Pty Ltd
Rip Curl Japan
Curl Retail No 1. Pty Ltd
RC Surf Pty Ltd
RC Surf South Pty Ltd
RC Surf NZ Limited (group owns 50%)
Rip Curl Finance Pty Ltd
Rip Curl Europe S.A.S
Rip Curl Spain S.A.U
Rip Curl Suisse S.A.R.L
Surf Odyssey S.A.R.L (group owns 70%)
Rip Surf LDA
Rip Curl UK Ltd
Rip Curl Germany GMBH
Rip Curl Italy SRL
Rip Curl Nordic AB
Rip Curl Inc
Ultra Manufacturing Inc (in liquidation)
Rip Curl Canada Inc
Rip Curl Brazil LTDA

DIRECTORS’ DETAILS
David Kirk Chairman, Non-Executive Director
Xavier Simonet Managing Director and Group Chief Executive Officer
John Harvey Non-Executive Director
Philip Bowman Non-Executive Director
Brent Scrimshaw Non-Executive Director
Andrea Martens Non-Executive Director (appointed 1 August 2019)
Sandra McPhee Non-Executive Director (retired 27 September 2019)

EXECUTIVES’ DETAILS
Xavier Simonet Group Chief Executive Officer
Chris Kinraid Group Chief Financial Officer and Company Secretary

DIRECTORY
The details of the company’s principal administrative and registered office in New Zealand is:

223 Tuam Street
Christchurch Central
PO Box 1234
Christchurch 8011

KATHMANDU HOLDINGS LIMITED - INTERIM REPORT 2020

20

SHARE REGISTRY

In New Zealand: Link Market Services (LINK)

Physical Address: Level 11 Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand

Postal Address: PO Box 91976
Auckland, 1142
New Zealand

Telephone: +64 9 375 5999
Investor enquiries: +64 9 375 5998
Facsimile: +64 9 375 5990
Internet address: www.linkmarketservices.co.nz

In Australia: Link Market Services (LINK)

Physical Address: Level 1, 333 Collins Street
Melbourne, VIC 3000
Australia

Postal Address: Locked Bag A14
Sydney, South NSW 1235
Australia

Telephone: +61 2 8280 7111
Investor enquiries: +61 2 8280 7111
Facsimile: +61 2 9287 0303
Internet address: www.linkmarketservices.com.au

STOCK EXCHANGES
The company’s shares are listed on the NZX and on the ASX as a foreign exempt listing.

INCORPORATION
The company is incorporated in New Zealand.

Independent review report
To the shareholders of Kathmandu Holdings Limited
Report on the consolidated interim financial statements
We have reviewed the accompanying consolidated interim financial statements of Kathmandu
Holdings Limited (the Company) and its controlled entities (the Group) on pages 3 to 18,
which comprise the consolidated balance sheet as at 31 January 2020, and the consolidated
statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the period ended on that date, and selected
explanatory notes.
Directors’responsibility for the consolidated interim financial statements
The Directors’are responsible on behalf of the Company for the preparation and fair
presentation of these consolidated interim financial statements in accordance with International
Accounting Standard 34Interim Financial Reporting(IAS 34) and New Zealand Equivalent to
International Accounting Standard 34Interim Financial Reporting(NZ IAS 34) and for such
internal control as the Directors determine is necessary to enable the preparation of
consolidated interim financial statements that are free from material misstatement, whether due
to fraud or error.
Our responsibility
Our responsibility is to express a conclusion on the accompanying consolidated interim financial
statements based on our review. We conducted our review in accordance with the New Zealand
Standard on Review Engagements 2410Review of Financial Statements Performed by the
Independent Auditor of the Entity(NZ SRE 2410). NZ SRE 2410 requires us to conclude
whether anything has come to our attention that causes us to believe that the consolidated
interim financial statements, taken as a whole, are not prepared in all material respects, in
accordance with IAS 34 and NZ IAS 34. As the auditors of the Company, NZ SRE 2410 requires
that we comply with the ethical requirements relevant to the audit of the annual financial
statements.
A review of consolidated interim financial statements in accordance with NZ SRE 2410 is a
limited assurance engagement. The auditor performs procedures, primarily consisting of
making enquiries, primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures.
The procedures performed in a review are substantially less than those performed in an audit
conducted in accordance with International Standards on Auditing (New Zealand) and
International Standards on Auditing. Accordingly, we do not express an audit opinion on these
consolidated interim financial statements.
We are independent of the Group. Our firm carries out other services for the Group in the areas
of agreed procedures over store turnover certificates, a covenant compliance audit, tax
compliance and tax advisory services. The provision of these other services has not impaired
our independence.
PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13-244, Christchurch 8141 New Zealand
T: +64 3 374 3000, F: +64 3 374 3001, www.pwc.co.nz

Conclusion
Based on our review, nothing has come to our attention that causes us to believe that these
consolidated interim financial statements of the Group do not present fairly, in all material
respects, the financial position of the Group as at 31 January 2020, and its financial
performance and cash flows for the period then ended, in accordance with IAS 34 and NZ IAS
34.
Material uncertainty relating to Going Concern
We draw attention to note 16 to the consolidated interim financial statements which describe
the impacts of the COVID-19 situation on trading, a forecasted breach of banking covenants
within the immediate future and measures taken by the Group which include a proposed capital
raise, renegotiated banking facilities including a covenant waiver or securing alternative
funding. These conditions indicate the existence of a material uncertainty that may cast doubt
on the Group’s ability to continue as a going concern. Our conclusion is not modified in respect
of this matter.
Who we report to
This report is made solely to the Company’s Shareholders, as a body. Our review work has been
undertaken so that we might state to the Company’s shareholders those matters which we are
required to state to them in our review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the
shareholders, as a body, for our review procedures, for this report, or for the conclusion we have
formed.
For and on behalf of:
Chartered AccountantsChristchurch
1 April 2020
PwC

---

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
Results for announcement to the market
Name of issuer Kathmandu Holdings Limited
Reporting Period 6 months to 31 January 2020
Previous Reporting Period 6 months to 31 January 2019
Currency NZD

Amount (000s) Percentage change
Revenue from continuing
operations
$363,654 56.7%
Total Revenue $363,654 56.7%
Net profit/(loss) from continuing
operations
$8,137 -41.7%
Total net profit/(loss) $8,137 -41.7%
Interim Dividend
Amount per Quoted Equity
Security
No dividend payment is proposed
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
-$0.19 $0.08
A brief explanation of any of the
figures above necessary to
enable the figures to be
understood
The interim results are based on accounts which have been subject to
review. Refer to accompanying unaudited financial statements.
Authority for this announcement
Name of person

authorised to
make this announcement
Frances Blundell
Contact person for this
announcement
Frances Blundell
Contact phone number 0226486035
Contact email address companysecretary@kathmandu.co.nz
Date of release through MAP

Wednesday, 1 April 2020

Unaudited financial statements accompany this announcement.

---

Corporate Action Notice
(Other than for a Distribution)

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
1 of 2
Section 1: issuer information (mandatory)
Name of issuer Kathmandu Holdings Limited
Class of Financial Product Ordinary Shares
NZX ticker code KMD
ISIN (If unknown, check on NZX website) NZKMDE0001S3
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan

Renounceable
Rights issue

Capital
reconstruction
Non
Renounceable
Rights issue
X
Call Bonus issue
Record date Friday, 3 April 2020
Ex-Date (one business day before the
Record Date)
Thursday, 2 April 2020
Currency NZD
Section 2: Rights issue
Number of Rights to be issued Approximately 354,087,860 (subject to rounding)
Number of Financial Products to be issued
under the Rights issue
Approximately 354,087,860 Ordinary Shares (subject to
rounding)
ISIN of Rights Security (if applicable) N/A
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1.2 Existing 1
Treatment of fractions
Where fractions arise in the calculation of entitlements,
they will be rounded down to the nearest share.
Subscription price NZ$0.50 (or A$0.49) per share.
Letters of entitlement mailed The Offer Document and Entitlement and Acceptance
Form will be sent to eligible retail shareholders on or about
Monday, 6 April 2020.
Offer close Institutional Entitlement Offer – Wednesday, 1 April 2020.
Retail Entitlement Offer – Friday, 17 April 2020.
Quotation Date (if applicable) Market open on:
N/A
Allotment Date New Shares under the Institutional Entitlement Offer –
Market open on Thursday, 9 April 2020.
New Shares under the Retail Entitlement Offer – Market
open on Friday, 24 April 2020.

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Kathmandu Holdings Limited – Trading Halt of Securities Appendix 3B

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