Notice of Annual Meeting

Notice of
Annual Meeting
2020
KATHMANDU HOLDINGS LIMITED
Will be held online at:
www.virtualmeeting.co.nz/kmd20
Wednesday, 25 November 2020 at 11am NZDT

Kathmandu Holdings Limited (ARBN 139 836 918)
Notice of
annual meeting
NOTICE IS GIVEN that the eleventh Annual Meeting of
Kathmandu Holdings Limited (“the Company”) will be
held online at www.virtualmeeting.co.nz/kmd20, on
Wednesday, 25 November 2020 at 11:00am (NZDT).
The Board has decided to hold a virtual-only
Annual Meeting given the current uncertainties
caused by COVID-19 and the restrictions on
gatherings and travel that have applied to date,
and may be in place at the time of the meeting.
AGENDA
Item 1: Chairman’s address
Item 2: Group CEO’s address
Item 3: Resolutions
To consider and, if thought fit, to pass
the following ordinary resolutions:
Re-election of Directors
Resolution 1.
That John Harvey be re-elected as
a Director of the Company.
Resolution 2.
That Philip Bowman be re-elected as
a Director of the Company.
Resolution 3.
That Brent Scrimshaw be re-elected
as a Director of the Company.
Auditor remuneration
Resolution 4.
That the Board be authorised to fix the remuneration
of the Company’s auditor for the ensuing year.
The Board unanimously supports resolutions
1 to 4 and recommends that shareholders
vote in favour of them at the meeting.
Item 4: Other business
To consider any other business, including shareholder
questions, properly brought before the meeting.
By order of the Board
Frances Blundell
Company Secretary
21st October 2020
3NOTICE OF ANNUAL MEETING 2020

Explanatory
notes
Procedural
notes
Resolutions 1, 2 and 3:
Re-election of Directors
NZX Listing Rule 2.7.1 requires that:
• a director must not hold office (without re-election)
past the third annual meeting following the director’s
appointment or 3 years, whichever is longer; and
• a director appointed by the board must not hold
office (without re-election) past the next annual
meeting following the director’s appointment.
Directors John Harvey, Philip Bowman and Brent
Scrimshaw retire in accordance with NZX Listing
Rule 2.7.1 and offer themselves for re-election.
In the Board’s opinion, each of Mr. Harvey, Mr. Bowman
and Mr. Scrimshaw, would, if appointed as at the date
of this Notice of Meeting, be an Independent Director
of the Company as defined in the NZX Listing Rules.
The Board unanimously supports the re-election of
John Harvey, Philip Bowman and Brent Scrimshaw.
John Harvey
Appointed: 16 October 2009
Last re-elected: 24 November 2017
John Harvey is a professional Director with a
background in accounting and professional services.
He has over 35 years professional experience, including
23 years as a partner of PricewaterhouseCoopers
where he also held a number of leadership and
governance roles. He retired from PwC in 2009.
John has extensive experience in financial
reporting, governance, information systems
and processes, initial public offerings, business
evaluation, acquisitions and mergers.
John is currently a non-Executive Director of Stride
Property, Investore Property, Heartland Bank and Napier
Port Holdings. Former non-Executive director roles
include HT&E (formerly APN News & Media), Port Otago,
Ballance Agri-Nutrients and New Zealand Opera.
Philip Bowman
Appointed: 2 October 2017
Last re-elected: 24 November 2017
Philip Bowman has extensive experience in retail, brands
and international, including 15 years as a director of
Burberry. Other past roles include CFO of Bass, CEO of
Bass Taverns, Executive Chairman of Liberty PLC, CEO
of Allied Domecq, CEO of Scottish Power, CEO of Smiths
Group and Chairman of Coral Eurobet and Miller Group.
Philip has also held office as an independent
director of BSkyB, Scottish & Newcastle
Group and Berry Bros. & Rudd.
He currently sits on the boards of Ferrovial SA, Better
Capital PCC and is Chairman of Sky Network Television,
Majid al Futtaim Properties and Tegel Group Holdings.
Brent Scrimshaw
Appointed: 2 October 2017
Last re-elected: 24 November 2017
Brent Scrimshaw has extensive experience leading
and growing consumer brands around the world
including an 18-year career with Nike, Inc. across
Marketing, Commerce and General Management in
three continents.
Brent led Brand marketing for Nike Pacific, was the
Regional GM for Nike North America in New York, was
also the Chief Marketing Officer for Nike EMEA. Brent also
served as Vice President and Chief Executive of Nike
Western Europe leading Nike's European operations
from Amsterdam.
Brent subsequently founded Unscriptd, a sports
technology and media business sold to The
Players’ Tribune (a large USA media company) in
2019. He was previously a director of action sports
company Fox Head Inc in Irvine California.
Brent also holds Non-Executive Director roles with ASX
listed Rhinomed (RNO) and Catapult International
(CAT). Brent is currently the CEO of Enero Group (EGG).
Resolution 4: Auditor remuneration
PricewaterhouseCoopers is the current auditor of the
Company and has indicated its willingness to continue
in office. Pursuant to section 207T of the Companies
Act 1993 of New Zealand, PricewaterhouseCoopers
is automatically reappointed at the annual
meeting as auditor of the Company. The proposed
resolution is to authorise the Board to fix the auditors’
remuneration for the following year for the purposes
of section 207S of the Companies Act 1993.
Attendance
Shareholders can attend the meeting and
participate virtually online. The Board has
determined to hold a virtual-only Annual Meeting.
To attend online please go to www.virtualmeeting.
co.nz/kmd20. Shareholders participating online will
be able to watch the meeting, vote and ask questions
during the meeting. Please note, if you will be attending
online you will require your shareholder number, found
on your Voting/Proxy Form, for verification purposes.
Entitlement to vote
The Company has determined that voting
entitlements for the meeting will be fixed as at
5.00pm (NZDT) on Monday, 23 November 2020. Only
persons recorded as shareholders in the Company’s
share register will be able to vote at this meeting
and only on their shareholdings at that time.
Voting
Voting on all resolutions put before the meeting
will be by poll. Resolutions 1, 2, 3 and 4 are ordinary
resolutions and can be passed by a simple
majority (more than 50%) of the votes cast.
Your rights to vote may be exercised by:
• casting a postal or advance online vote; or
• appointing a proxy (or representative) to
attend online and vote in your place.
Voting during the meeting
Shareholders attending the annual meeting
online will need their shareholder number,
found on their Voting/Proxy Form, for verification
purposes, in order to vote online.
5NOTICE OF ANNUAL MEETING 20204KATHMANDU HOLDINGS LIMITED

Postal and advanced online voting
The Board has determined that shareholders entitled
to attend and vote at the meeting may cast a postal
vote or vote online in advance of the meeting. Link
Market Services Limited has been authorised by the
Board to receive and count postal and online votes.
You can cast a postal vote by completing and sending
the Voting/Proxy Form (enclosed with this Notice of
Meeting) by post, email (as a scanned attachment) or
fax, or delivering it by hand so that, in each case, the
form is received by Link Market Services Limited no later
than 11:00am (NZDT) on Monday, 23 November 2020.
You can vote online in advance of the meeting
at vote.linkmarketservices.com/KMD. Advanced
online votes must be made by 11:00am
(NZDT) on Monday, 23 November 2020.
Voting by proxy
Any shareholder entitled to vote at the meeting
may appoint a proxy (or representative, in the
case of a corporate shareholder) to attend and
vote online at the meeting on their behalf.
You can appoint a proxy online at
vote.linkmarketservices.com/KMD or by completing
and returning the Voting/Proxy Form (enclosed with
this Notice of Meeting) in the manner specified on
the Voting/Proxy Form so that the form is received
by Link Market Services Limited no later than
11:00am (NZDT) on Monday, 23 November 2020.
A proxy does not have to be a shareholder. You may
appoint the Chair of the meeting or any director
as your proxy. The Chair of the meeting and each
director will vote for resolutions marked “Proxy’s
Discretion”, even if they have an interest in the
outcome of the resolution. If you’ve ticked the “Proxy’s
Discretion” box and your named proxy does not
attend the meeting or you haven’t named a proxy,
the Chair of the meeting will act as your proxy.
Questions by shareholders in advance
In addition to asking questions during the meeting,
shareholders are invited to submit questions in
advance of the meeting no later than 11:00am
(NZDT) on Monday, 23 November 2020 online at
vote.linkmarketservices.com/KMD or via the
question section on the Voting/Proxy Form or to:
The Chairman
Kathmandu Holdings Limited
C/- Company Secretary
PO Box 1234
Christchurch 8140
New Zealand
Email: Company.secretary@kathmandu.co.nz
Questions can also be asked via the online platform
during the meeting. The Chair will answer as many
questions as possible during the meeting.
Addresses by Chairman and
Group Chief Executive Officer
Please note that for shareholders who are unable to
attend the meeting, transcripts of the Chairman’s
and Group Chief Executive Officer’s addresses to the
meeting (and any accompanying slide presentations)
will be posted on the Company’s website at
kathmanduholdings.com and released to NZX’s and
ASX’s market announcement platforms at or before
the time at which they are delivered to the meeting.
6KATHMANDU HOLDINGS LIMITED

KATHMANDU HOLDINGS LIMITED
NOTICE OF ANNUAL MEETING 2020
kathmanduholdings.com