Notification of Performance Rights

Capital Change Notice

Kathmandu Holdings Ltd
kathmanduholdings.com


Notice of issue of options under Kathmandu’s performance rights 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 the Company 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 3,322,092 Performance Rights
Nominal value (if any) N/A
Issue/acquisition/redemption 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.
• The number of Performance
Rights that vest will depend on
Kathmandu Holdings Limited’s
performance over a 12 month
performance period to 31 July 2022
assessed against financial
performance conditions (EBIT).
• 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 as at 31 July 2023.
• There is no amount payable
by holders either on grant or
exercise of the Performance Rights.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Performance Rights to
selected Senior Management
employees to be converted into
Ordinary Shares in the company

Kathmandu Holdings Ltd
kathmanduholdings.com

upon the satisfaction of certain
conditions in accordance with the
Kathmandu Holdings Limited Long
Term Incentive Plan.
Authorised by Board resolutions
dated 15 December 2021.
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.
3,322,092 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
December 2021 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 31 July 2023
provided the employee
remains in employment with
the company to that date.
• The number of Performance
Rights that vest will depend on
Kathmandu Holdings Limited’s
performance over the 12
months ending 31 July 2022
assessed against financial
performance targets (EBIT).
• Performance Rights will lapse
where the performance
conditions are not met.
Date of issue/acquisition/redemption 20 December 2021
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 03 968 6110
Contact email address Frances.blundell@kathmandu.co.nz
Date of release through MAP

20/12/2021