Notification of Performance Rights – Group Executive

Capital Change Notice

Kathmandu Holdings Ltd
kathmanduholdings.com
Notice of issue of Performance Rights under Kathmandu Holdings Limited’s Long-Term Incentive
Plan

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

Section 1: Issuer information
Name of issuer Kathmandu Holdings Limited
NZX ticker code KMD
Class of financial product Unquoted Performance Rights convertible into
fully paid ordinary shares in Kathmandu Holdings
Limited
ISIN (If unknown, check on NZX website) NZKMDE0001S3
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,351,890 Performance Rights
Nominal value (if any) N/A
Issue price per security Nil
Nature of the payment (for example, cash or other
consideration)
No amount is payable for the grant of
Performance Rights under the Kathmandu
Holdings Limited Long-Term Incentive Plan
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class, excluding
any Treasury Stock, in existence)
The Performance Rights comprise 100% of the
financial products of that class.
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation to
other Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
• Each Performance Right granted under the
Plan entitles the holder to acquire one fully
paid ordinary share in Kathmandu Holdings
Limited.
• 50% of vesting is subject to an Earnings Per
Share growth hurdle and vesting is on a
sliding scale proportionate to the total
Earnings Per Share growth.
• 50% of vesting is subject to the Company
achieving Total Shareholder Return
performance relative to a defined
comparable group of companies and
vesting is determined on a sliding scale
proportionate to the Total Shareholder
Return performance.
• Performance Rights will lapse where the
performance conditions are not met.
• Performance Rights will lapse where the
holder ceases to be employed by the
Kathmandu Group before the end of a
performance period.
• There is no amount payable by holders
either on grant or exercise of the
Performance Rights.
Reason for issue/acquisition/redemption and specific Issue of Performance Rights to selected Senior

Capital Change Notice

Kathmandu Holdings Ltd
kathmanduholdings.com
authority for issue/acquisition/redemption/ (the
reason for change must be identified here)
Management employees to be converted into
Ordinary Shares in the Company upon the
satisfaction of certain conditions in accordance
with the Kathmandu Holdings Limited Long-Term
Incentive Plan.
Authorised by resolutions of the Board.
Total number of Financial Products of the Class after
the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
1,351,890 Performance Rights
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 15
th
December 2020
pursuant to NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The holder of the Performance Rights has the
right to be issued Ordinary Shares vesting on 1
December 2023 provided the employee remains in
employment with the company to that date.
• 50% of the number of performance rights
that vest will depend on Kathmandu
Holdings Limited’s Earnings Per Share
growth over the three-year Performance
Period between 1 August 2020 and 31 July
2023. The Board will establish annual EPS
targets at the commencement of each
relevant Financial Year. At the conclusion
of the Performance Period, the EPS
performance in each Financial Year will be
pooled so that Earnings Per Share growth
is measured from the start to the end of the
Performance Period.
• 50% of the number of performance rights
that vest will depend on Kathmandu
Holdings Limited’s Total Shareholder
Return performance relative to a defined
comparable group of companies over the
36 months ending 1 December 2023.
• Performance Rights will lapse where the
performance conditions are not met.
Date of issue 22 December 2020
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Frances Blundell
Contact person for this announcement Frances Blundell
Contact phone number 03 421 3957
Contact email address Frances.blundell@kathmandu.co.nz
Date of release through MAP 23 December 2020