SPH Notice – Yarra Funds Management Limited

604 page 1/2 15 July 2001
Form 604

Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder



To Company Name/Scheme
KATHMANDU HOLDINGS LIMITED

ACN/ARSN
139 836 918


1. Details of substantial holder(1)

Name
YARRA FUNDS MANAGEMENT LIMITED ACN 005 885 567 (YFM); YARRA CAPITAL MANAGEMENT
HOLDINGS PTY LTD ACN 614 782 795 (YCMH); YARRA MANAGEMENT NOMINEES PTY LTD ACN 616 681
068 (YMN); AA AUSTRALIA FINCO PTY LTD ACN 614 781 172 (FINCO); TA SP AUSTRALIA TOPCO PTY
LTD ACN 612 486 452 (TOPCO); TA UNIVERSAL INVESTMENT HOLDINGS LTD (UNIVERSAL)
ACN/ARSN (if applicable) 005 885 567

There was a change in the interests of the
substantial holder on 1 / 12 / 20


The previous notice was given to the company
on 28 / 04 / 20


The previous notice was dated 28 / 04 / 20


2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate
(2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as
follows:


Class of securities (4) Previous notice Present notice
Person’s votes Voting power (5) Person’s votes Voting power (5)

Ordinary Fully Paid Shares 72,436,067 10.2166% 65,243,302 9.2021%


3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the
company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of change Person whose
relevant interest changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and number of
securities affected
Person’s
votes affected

25 April – 1
December 2020
All substantial holders named in
1 above
Acquisition $17,918,559.02 +15,650,422 15,650,422
Disposal $26,122,438.03 -22,843,187 22,843,187

4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder
(8)
Nature of relevant
interest (6)
Class and
number of
securities
Person’s
votes


All substantial
holders named in
1 above
HSBC Custody Nominees
(Australia) Limited
YFM as the
responsible entity for a
range of managed
investment schemes

Relevant interest held in
YFM's capacity as
responsible entity for the
range of funds it
manages.
Ordinary
Fully Paid
Shares /

3,896,872
3,896,872


All substantial
holders named in
1 above
Invia Custodian Pty Limited;
BNP Paribas Securities
Services; JPMorgan Chase
Bank NA; Citigroup Pty
Limited; State Street
Australia Limited; Northern
Trust Company; National
Australia Bank Asset
Servicing
Various clients
Relevant interest held in
YFM's capacity as
investment manager for
a range of client
portfolios.
Ordinary
Fully Paid
Shares /
61,346,430
61,346,430

604 page 2/2 15 July 2001

5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial
holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

N/A





6. Addresses
The addresses of persons named in this form are as follows:

Name Address
YFM LEVEL 19, 101 COLLINS STREET, MELBOURNE, VICTORIA 3000, AUSTRALIA
YCMH LEVEL 19, 101 COLLINS STREET, MELBOURNE VICTORIA 3000, AUSTRALIA
YMN LEVEL 19, 101 COLLINS STREET, MELBOURNE VICTORIA 3000, AUSTRALIA
FINCO 58 GIPPS STREET, COLLINGWOOD VICTORIA 3066, AUSTRALIA
TOPCO 58 GIPPS STREET, COLLINGWOOD VICTORIA 3066, AUSTRALIA
UNIVERSAL 3RD FLOOR, DEVONSHIRE HOUSE 1 MAYFAIR PLACE, LONDON W1J 8AJ, UNITED KINGDOM



Signature
print name

GARVIN LOUIE capacity COMPANY SECRETARY OF YFM

sign here

date 2 / 12 / 2020



DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons
are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the
names and addresses of members is clearly set out in paragraph 6 of the form.

(2) See the definition of “associate” in section 9 of the Corporations Act 2001.

(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

(4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) Include details of:

(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies,
a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of
any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or
arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of
the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has,
or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or
not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the
acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown”.

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.