Notice of 2021 Annual Meeting

Notice of
Annual Meeting
2021
KATHMANDU HOLDINGS LIMITED
Will be held online at:
www.virtualmeeting.co.nz/kmd21
Tuesday, 23 November 2021 at 1:00pm NZDT

Kathmandu Holdings Limited (ARBN 139 836 918)
Notice of
annual meeting
NOTICE IS GIVEN that the twelfth Annual Meeting of
Kathmandu Holdings Limited (“the Company”) will
be held at Link Market Services, Level 30, PwC Tower,
15 Customs Street West, Auckland 1010, and online at
www.virtualmeeting.co.nz/kmd21, on Tuesday, 23
November 2021 at 1:00pm (NZDT) (11.00am AEDT).
In the event that COVID-19 related restrictions are
in place which prevent us from holding a physical
meeting, or the Board otherwise determines a physical
meeting is not appropriate in the circumstances, we
may decide to hold a virtual only Annual Meeting. If this
occurs, we will provide shareholders with notice through
an announcement to the NZX, ASX and on our website.
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:
Election of Directors
Ordinary Resolution 1.
That David Kirk be re-elected as a
Director of the Company.
Ordinary Resolution 2.
That Michael Daly be elected as a
Director of the Company.
Ordinary Resolution 3.
That Abby Foote be elected as a
Director of the Company.
Auditor remuneration
Ordinary 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
20 October 2021
3NOTICE OF ANNUAL MEETING 2021

Explanatory
statement
Resolutions 1, 2 and 3: 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.
David Kirk retires in accordance with NZX Listing
Rule 2.7.1 and offers himself for re-election.
Michael Daly, having been appointed by the
Board on 19 May 2021, retires and offers himself for
election by shareholders at the Annual Meeting.
Abby Foote, having been appointed by the Board
on 15 October 2021, retires and offers herself for
election by shareholders at the Annual Meeting.
In the Board’s opinion:
• David Kirk, 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;
• Abby Foote, 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; and
• Michael Daly, would not, 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 David Kirk and the election of Michael Daly and
Abby Foote.
David Kirk
Appointed: 21 November 2013
Last re-elected: 23 November 2018
David is the Co-founder and Managing Partner
of Bailador Investment Management and is
Chairman of Bailador Technology Investments,
Forsyth Barr Group, and the NZ Rugby Players
Association. He sits on the Board of various Bailador
portfolio companies and charitable organisations
including KiwiHarvest and the Sydney Festival.
David’s Executive Management career included roles
as the CEO of Fairfax Media and CEO and Managing
Director of PMP Limited. David was Chief Policy
Advisor to the Prime Minister of New Zealand from
1992 to 1994 and was a management consultant
with McKinsey & Company in London prior to that.
David is a Rhodes Scholar with degrees in
Medicine from Otago University and Philosophy,
Politics and Economics from Oxford University.
Michael Daly
Appointed: 19 May 2021
Michael joined Rip Curl in 2002 and fulfilled the roles
of Chief Financial Officer and then Chief Operational
Officer before being appointed to the CEO of Rip Curl
in January 2013. While based predominantly in the
Torquay head office, Michael spent over two years in
the USA for Rip Curl. Prior to joining Rip Curl, Michael
spent 10 years with PricewaterhouseCoopers across
Australia and the USA specialising in servicing mining
industry clients with debt or equity registered in the USA.
Michael was appointed by the Board to the role of
Group Chief Executive Officer and Managing Director
of Kathmandu Holdings Limited in May 2021 after an
extensive international search.
Abby Foote
Appointed: 15 October 2021
Abby is a professional director with over 12 years’
governance experience, including publicly listed and
Crown companies. With qualifications in both law
and accounting, Abby's career has covered both
disciplines, focusing on corporate finance, treasury
and commercial transactions. Abby currently serves
on the boards of Z Energy Limited, Sanford Limited
and Freightways Limited. Abby’s previous governance
roles include TVNZ, Museum of New Zealand Te Papa
Tongarewa, Transpower New Zealand, Livestock
Improvement Corporation (LIC) and the New Zealand
Local Government Funding Agency (LGFA).
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.
INFORMATION ABOUT THE CANDIDATES FOR ELECTION
5NOTICE OF ANNUAL MEETING 20214KATHMANDU HOLDINGS LIMITED

Procedural
notes
Attendance
Shareholders can attend the meeting in person or
participate virtually online.
To attend online please go to www.virtualmeeting.
co.nz/kmd21.
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 Friday, 19 November 2021. 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 online vote; or
• appointing a proxy (or representative)
to attend 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.
Shareholders attending the annual meeting
in person will be provided with a poll card
at registration for voting purposes.
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 delivering it by hand so that, in each case, the form
is received by Link Market Services Limited no later
than 1:00pm (NZDT) on Sunday, 21 November 2021.
You can vote online in advance of the
meeting at vote.linkmarketservices.com/
KMD.
Advanced online votes must be made by
1:00pm (NZDT) on Sunday, 21 November 2021.
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
1:00pm (NZDT) on Sunday, 21 November 2021.
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 at the meeting,
shareholders are invited to submit questions in
advance of the meeting no later than 1:00pm
(NZDT) on Sunday, 21 November 2021 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 Chairman 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.
7NOTICE OF ANNUAL MEETING 20216KATHMANDU HOLDINGS LIMITED

KATHMANDU HOLDINGS LIMITED
NOTICE OF ANNUAL MEETING 2021
kathmanduholdings.com