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Annual Integrated Report and Notice of Meeting

Annual Report13 October 2022KMDConsumer Discretionary

KMD BRANDS LIMITED W kmdbrands.com

KMD Brands Limited

ASX / NZX / Media announcement


14 October 2022


KMD Brands publishes Annual Integrated Report and

Notice of Meeting

KMD Brands Limited (ASX/NZX: KMD, “KMD Brands”) advises that it has today published its Annual

Integrated Report for the year ended 31 July 2022, and the Notice of Meeting for its 2022 Annual

Shareholders’ Meeting.

Annual Integrated Report

KMD Brands is pleased to publish its first Annual Integrated Report for the year ended 31 July 2022.

The Annual Integrated Report is available electronically at www.kmdbrands.com/results-reports. A

hardcopy will be sent to shareholders who have requested this.

Annual Shareholders’ Meeting

KMD Brands’ Annual Shareholders’ Meeting will be held at Dexus Place, 15/1 Farrer Street, Sydney,

and online at www.virtualmeeting.co.nz/kmd22, on Wednesday, 16 November 2022 at 10:00am

(AEDT) / 12:00pm (NZDT).

The following documents are attached:

1. Annual Integrated Report

2. Notice of Annual Meeting

3. Proxy Form

4. Link Virtual Annual Meeting online guide


– ENDS –

For further information, please contact:

Frances Blundell

Company Secretary

companysecretary@kmdbrands.com

---

KMD Brands
Annual Integrated Report 2022

Annual Integrated Report

CONTENTS
2OUR JOURNEY

2Reporting approach

3Our purpose and vision

4Our brands

10Highlights and lowlights for FY22

12Our world

14LEADERSHIP & GOVERNANCE

14Report from the Chair

16Group CEO’s report

18B Corp at KMD Brands

20Our Board

21Our Management team

22WHAT MATTERS MOST

22Materiality approach

23Our material issues

24STRATEGY

24How we create value

26Our strategic pillars

28BUILDING GLOBAL BRANDS

32ELEVATING DIGITAL

36OPERATIONAL EXCELLENCE

40LEAD IN ESG

42Our people, our communities

48Science-based climate action

70Circular business models

82FINANCING OUR IMPACT

83Group CFO Statement

84Financial Statements

132Auditors report

136ADDITIONAL DISCLOSURES

136 Corporate Governance Statement

146Statutory information

151Directory

152GRI Index

174SASB Index

176Our Partners

KMD Brands acknowledges the Indigenous Nations, First Peoples, Tangata Whenua and Custodians of the

lands and waterways on which our brand head oices reside in New Zealand, Australia and the United

States. We express our gratitude and appreciation to these Peoples for sharing their culture and traditions

and stewarding these lands. We recognise and pay our respects to their elders, past, present and emerging.

1

Our Purpose and Vision
OUR BUSINESS

KMD Brands is a global outdoor

lifestyle and sports company

made up of three iconic brands:

Kathmandu, Oboz and Rip Curl.

Kathmandu, a certified B Corp, was

founded in 1987 in New Zealand

to equip people for travel and

adventure. Oboz, which joined the

Group in 2018, is based in the United

States and designs footwear to

help people explore the outdoors.

Rip Curl, acquired in 2019, is a

leading global surf brand born in

Bells Beach, Australia, in 1969.

KMD Brands Limited is publicly listed

on the NZX and ASX, initially listing

in 2009 as Kathmandu Holdings

Limited. The name changed to

KMD Brands Limited in 2022 to

reflect the multi-brand nature of the

company and its future strategy,

while still acknowledging our history.

KMD Brands is a family of outdoor

brands that designs products for

purpose, is driven by innovation

and is best for people and planet.

All products in the KMD Brands

family are made specifically for

the outdoors and are tested

by experts in the elements.

As the parent company, KMD

Brands brings vision and strategic

guidance that make Kathmandu,

Oboz and Rip Curl much more than

the sum of their parts. By sharing

expertise in technology, research

and development and by leveraging

operational excellence in sourcing,

supply chain and systems, we are

able to deliver the best customer

experience across our brands.

WHAT DRIVES US

Our purpose and vision are motivated

by our love of the outdoors and

a commitment to protecting our

natural environment and the

people touched by our brands.

We are proud to be part of an

accelerating global cultural shift

to redefine success, build a more

inclusive and sustainable economy

and use business as a force

for good.

By pushing for sustainable practices

across all three of our brands,

we protect the experience and

exhilaration oŸered by the outdoors

that mean so much to us and

our customers.

PURPOSE

Inspiring people to

explore and love

the outdoors.

VISION

To be the leading

family of global

outdoor brands –

designed for

purpose, driven by

innovation, best for

people and planet.

OUR JOURNEY

Reporting Approach

ABOUT THIS REPORT

This integrated report is a review

of financial, economic, social and

environmental performance for the

year ending 31 July 2022. This is our

first year of integrated reporting.

We have prepared this report using

the International <IR> Framework,

which aims to communicate the

full range of factors that aŸect

an organisation’s ability to create

value over time. It requires a

high level of transparency and a

commitment to robust disclosure

around Environmental, Social and

Governance (ESG) commitments.

KPMG has audited the financial

statements in this report. Information

has been prepared in accordance

with New Zealand Equivalents to

International Financial Reporting

Standards (NZ IFRS) and International

Financial Reporting Standards

(IFRS). Non-financial information

aligns with the Global Reporting

Initiative (GRI) standards Core

option. From next year our report

will align with the recently released

updated GRI Universal Standards.

In the coming years we will look

to expand on our Climate-related

disclosures. For the first time this

year, we are now reporting on Task

Force on Climate-related Financial

Disclosures (TCFD), building on our

annual Climate Disclosure Project

(CDP) reporting. We will improve and

increase our reporting of our climate-

related risks and opportunities

and how they are reflected in

our business strategy in future

years in preparation for reporting

requirements under the NZ Climate-

related Disclosures standards. We

will consider incorporation of Task

Force on Nature-related Financial

Disclosures (TNFD) disclosures

in future reporting periods.

This report also includes our

Group carbon emissions data,

with assurance provided by Toitū

Envirocare, a New Zealand-based

company helping businesses

reduce their carbon footprint and

be more sustainable. Apart from

our carbon emissions data, external

assurance on non-financial data or

information has not been obtained.

This report constitutes KMD Brands

2022 Annual Report to shareholders

and covers the requirements of the

NZX Corporate Governance Code.

KMD Brands Annual Integrated Report 202223

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

Kathmandu’s journey began
in Aotearoa New Zealand

more than 30 years ago. We’re

on a mission to improve the

wellbeing of the world by

getting more people outdoors

– because nature has a positive

transformative eect on us all.

Getting outside makes us more

happy, open, free and fun. And

that’s why we’re all about creating

thoughtfully designed outdoor

gear – so people can experience

nature’s benefits more often.

Kathmandu’s vision is to be the

world’s most loved outdoor brand.

Our Brands

FINANCIAL

CHANNELS

NZD

$381.6m

Total sales

NZD

$71.5m

Online sales

Representing 18.7% of

direct to consumer sales.

155

Retail stores

Over 50

Wholesale doors

BRAND

2.0m

Active Summit Club

members

Online

19%

Retail stores

81%

BY

CHANNEL

SALES MIX

KMD Brands Annual Integrated Report 202245

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

Born in the legendary Greater
Yellowstone Ecosystem right

outside our front door, the

mountains just outside Bozeman

beckon us. It's this 18-million-

acre laboratory where we test

our designs and inspire ideas,

and where we just soak it all in. It

even inspired the name “Oboz”

(Outside+Bozeman=Oboz).

Each day we come to work, we

simply do our best to live up to this

gift. Here at Oboz, we are hikers, we

are walkers, we are runners, we are

bikers, we are anglers... we are many

things, and yet we’re all connected

on the trail. It's this lifelong love of

the trail that enables our designers

to create footwear that's remarkably

durable, comfortable, and always

worthy of the task at hand. Our

philosophy is simple. Design the kind

of footwear that we'd want to wear.

FINANCIALCHANNELS

NZD

$61.3m

Total sales

Direct-to-consumer

website

650,000

pairs of shoes sold

Over 2,000

Wholesale doors

Online

2%

Wholesale

98%

BY

CHANNEL

SALES MIX

7KMD Brands Annual Integrated Report 20226

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Rip Curl, the ultimate surfing
company, was founded in 1969 in

Bells Beach, Australia. For more

than 50 years, Rip Curl has been

a market leader in surfing and

synonymous with surf culture.

The reason for this is simple – our

products, events, athletes, customer

service and brand messaging

are the best in the industry. ‘The

Search’ is the driving force that

led to the creation of Rip Curl and

it lives in the spirit of everything

we do. All Rip Curl products are

made by surfers for surfers. Our

vision is to be the ultimate surfing

company in all that we do.

Other

2%

Rest of World

12%

Europe

18%

Retail

Stores

46%

AU & NZ

45%

Online

7%

North America

25%

Wholesale

45%

BY

CHANNEL

BY

REGION

FINANCIAL

SALES MIX

CHANNELS

NZD

$536.8m

Total sales

NZD

$36.9m

Online sales

Representing 13.0% of

direct to consumer sales.

161

Owned stores

228

Licensed stores

26

JV stores

Over 6,000

Wholesale doors

9KMD Brands Annual Integrated Report 20228

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Highlights and Lowlights for FY22
International freight

price increases

$979.8m

Group Sales

58.9%

Gross margin

$92.0m

Underlying EBITDA

1

$36.2m

Underlying NPAT

1

$40.1m

Net debt

$43.0m

FY22 dividends paid to shareholders

Successful launch of

the Sawtooth X range

European and

Canadian sell-in for

Fall/Winter 22

Online sales growth

year on year

Same store sales

growth year on year

Impact of COVID on supply chain,

travel restrictions and footfall

1H FY22 demand for wetsuits and

footwear exceeds available supply

Sponsorship of 2021

Rip Curl World Surf

League Finals

LEAD IN ESG

OPERATIONAL EXCELLENCE

ELEVATING DIGITAL

New loyalty

management platforms

for AU & NZ

Underlying

EBITDA margin

9.4% of sales

1

Science Based Targets

submitted to SBTi

1st Sustainability Linked

Loan certificate delivered

Circa 40% FY22 Oboz orders

unable to be fulfilled due to

impact of COVID on supply chain

48%

of Tier 1 Suppliers audits completed

were not fully transparent

Oboz identified restricted

chemical compounds in tongue

pigskin leather

40%

7%

19.1%

Labour resource constraints

Third party imitation of Kathmandu

on social media platforms

1. Statutory results include the impact of IFRS 16 Leases. For comparability, the impact of IFRS is excluded

from Underlying results. Refer to Appendix 1 of the FY22 Results Presentation for a reconciliation of

Statutory to Underlying results.

$35m

Lockdowns in Australasia were more

severe than last year, and less

government support and rent

assistance was received, impacting

year-on-year EBITDA by c. $35m

Strong Oboz online

growth with key

enhancements

Gross margin

maintained despite

inflationary impacts

Kathmandu

Deloitte New Zealand Top 200 Sustainable

Business Leadership award

Oboz

Transitioned to a fully digital product design

and development process

Rip Curl

136 tonnes of neoprene diverted from landfill

Highlights and Lowlights for FY22

HIGHS

HIGHS

LOWS

LOWS

FINANCIALS

BUILDING GLOBAL BRANDS

10KMD Brands Annual Integrated Report 20221110

*Sourced from Gallup Q 12 Engagement Survey conducted during FY22 and is based upon responses received from respondents.
AUSTRALASIATOTAL

Owned Stores261

Licensed Stores18

Wholesale Doors+900

Materials SourcingAustralia,

New Zealand

Factories4

ASIATOTAL

Licensed and JV Stores73

Wholesale Doors+600

Materials SourcingChina, Taiwan, India, Japan,

Thailand, Vietnam, Indonesia,

South Korea, Bangladesh

Factories153

NATIONALITIES OF OUR TEAM*

Australian, New Zealander, Fijian, Tongan , Austrian,

Croatian, Dutch, English, French, German, Greek,

Hungarian, Icelandic, Irish, Italian, Maltese, Norwegian,

Polish, Portugese, Russian, Scottish, Spanish, Swedish,

Welsh, Malaysian, Nepalese, Pakastani, Filipino, Sri Lankan,

Thai, Turkish, Vietnamese, Bangladeshi, Chinese, Indian,

Indonesian, Iranian, Iraqi, Japanese, Korean, Lebanese,

South African, Zimbabwean, Argentine, Brazilian,

Chilean, Colombian, Ecuadorian, Peruvian, American,

Canadian, Cuban, Honduran, Salvadorian, Mexican.

EUROPETOTAL

Owned Stores22

Licensed Stores16

Wholesale Doors+2,200

Materials SourcingItaly

Factories4

AFRICA & MIDDLE EASTTOTAL

Licensed Stores28

Materials SourcingSouth Africa

Factories1

Chiang Mai

Fujisawa, Kanagawa

Bangkok

Bali

Torquay

Christchurch

NEW ZEALAND

AUSTRALIA

INDONESIA

THAILAND

JAPAN

Melbourne

Our World

Global OŒice Locations

NORTH AMERICATOTAL

Owned Stores30

Licensed Stores16

Wholesale Doors+3,900

Materials SourcingMexico, USA

Factories1

SOUTH AMERICATOTAL

Owned Stores3

Licensed Stores103

Wholesale Doors+900

Materials SourcingBrazil

Bozeman

Vancouver

San Clemente

Sao Paulo

Hossegor

FRANCE

BRAZIL

USA

CANADA

KMD Brands Annual Integrated Report 20221213

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

and accounting, Abby brings a
strength of knowledge to the

board including knowledge and

capability in ESG governance. Abby

has subsequently taken up the

role of Chair of our Audit and Risk

Committee from John Harvey.

A strong management team

has been established providing

leadership across the Group

representing a balance of executives

originating from each of the Rip

Curl, Kathmandu and Oboz brands.

FINANCIAL

The second half of FY22 delivered

record Group sales and underlying

EBITDA for KMD Brands. Kathmandu

had its highest ever sales for Q4

and Rip Curl sales increased 9.5%

from the prior year to $536 million.

While there was record order

demand for it's products, Oboz was

unable to meet unprecedented

customer demand because of

COVID impacts on supplier capacity,

which has since been scaled up.

Our full year gross margin was

maintained, despite elevated

international freight costs and raw

material cost pressures. Online sales

increased 19%, now comprising more

than 16% of direct-to-consumer sales.

Our strong balance sheet position

allows us to invest in organic brand

growth, which this year included

increasing the investment in brand

marketing and ESG by $18.6 million

year-on-year, as well as strategic

investment in inventory to temporarily

build stock positions given current

supply chain challenges.

DIVIDEND

We have announced a record

dividend payout for FY22, returning

$43 million to shareholders. The

directors have declared a final

dividend of 3 cents per share.

With the 3 cents per share interim

dividend, this will make a total payout

for the 2022 financial year of 6

cents per share. The final dividend

will be fully franked for Australian

shareholders, and not imputed

for New Zealand shareholders.

THANK YOU

I would like to thank my fellow Board

members, the senior management

team and each of the almost

5,000 people employed within

the KMD Brands Group for their

dedication and enthusiasm in what

has continued to be a disruptive

period for our business. Over

the last two years, despite many

challenges, we have built a strong

foundation for future growth.

I would also like to acknowledge

the continued support of

our shareholders.

David Kirk

Chairman

LEADERSHIP & GOVERNANCE

Report from the Chair

Welcome to the first Annual

Integrated Report for KMD

Brands. As Chair of the Board, I

am excited to see the transition

taking place within KMD

Brands from a single brand

ANZ retailer to an owner of

leading global outdoor brands.

In this report, you will find a holistic

overview of our business, including

how we create value for all our

stakeholders, the material issues

that we have encountered this

year, and how we are addressing

these issues and maximising the

opportunities through our business

strategy. We have organised our

report around our strategic pillars to

provide insight about the material

issues facing our Group, what we

have been doing in response, and

our strategic focus going forward.

We will be managing our reporting,

and tracking metrics across our

strategic pillars at a Group, rather

than individual brand level. This year

we will also be publishing our first

combined Modern Slavery Statement

for Rip Curl and Kathmandu. We will

build on the foundation created in

this report over subsequent years as

we are able to provide more depth

in our reporting on our material

topics and strategic approach.

STRATEGY, PURPOSE

AND VISION

FY22 was another period of

transformation for KMD Brands,

albeit not through acquisition, but

rather an internal transformation

through updating the Group strategy

and identity. Through rebranding

to KMD Brands and shaping the

new purpose and vision for the

Group, we now have a fresh identity

which better reflects the family of

global brands that makes up our

Group, while still acknowledging the

company’s heritage. Our purpose is

to inspire people to explore and love

the outdoors. A love for the outdoors

is what all our brands are built

on. Our vision is to be the leading

family of global outdoor brands –

designed for purpose, driven by

innovation, best for people and

planet. Through this new purpose

and vision, all our brands are united

as a group under KMD Brands.

The strategic pillars for our Group

have now been clearly defined,

with senior management roles

established to lead and support

these focus areas to drive success.

These strategic pillars enable a

prioritisation of initiatives within the

business and guide the interactions

between Board and Management.

These pillars support KMD Brands’

growth as a global, multi-channel

business and address the most

important issues facing our business.

PEOPLE

FY22 was the first full financial year

with Michael Daly as Group CEO.

Michael brings a relentless focus on

brand, product innovation, people and

margin. Michael has already delivered

a refreshed corporate identity for the

Group and a clearly defined corporate

strategy which he has implemented

across the business during FY22. We

are looking forward to seeing what

FY23 brings under his leadership.

Last October, we appointed Abby

Foote as a non-executive director.

Abby has over 12 years governance

experience with a range of publicly

listed and Crown-owned companies.

With qualifications in both law

KMD Brands Annual Integrated Report 20221415

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

KEY HIGHS AND LOWS
The year began at a low point, with

first quarter COVID lockdowns in

Australasia resulting in more than

11,000 lost retail trading days for Rip

Curl and Kathmandu. The lockdowns

were more severe than last year,

and less government support

and rent assistance was received,

impacting year-on-year EBITDA

by approximately $35 million.

Oboz saw record order demand for its

products, but was was unable to meet

unprecedented consumer demand,

with the three-month COVID closure

of Vietnam factories, compounded by

international freight delays impacting

approximately 40% of customer

orders. Oboz underlying EBITDA

was $8.5 million below last year.

However, the Group ended the

year on a high. The second half

of FY22 delivered record Group

sales and underlying EBITDA, with

all three brands achieving strong

sales growth in the fourth quarter.

Kathmandu ended the year with its

best-ever sales performance in its

key winter promotion, with fourth

quarter sales and gross margin

both above pre-COVID levels.

Rip Curl achieved full year sales

growth across all channels,

with consistently strong sales

growth through the final three

quarters of the year, following the

impact of Australasian COVID

lockdowns in the first quarter.

Oboz factories resumed full

production in the third quarter of

the year, and strong sales growth

resumed as inventory levels

recovered in the fourth quarter.

PEOPLE

We have put in place a management

structure that will allow us to

leverage operational excellence

and eŸiciencies across all three of

our brands. During the year, Group

executives were appointed from

within our brands to oversee the

Group-wide support functions of

Commercial, HR, Legal and ESG.

Leaders were also appointed from

within our brands to oversee the

growth of all three brands in the

key international markets of North

America and Europe. By establishing

leadership and oversight across

all three brands within these

markets, we can leverage each

brand’s existing local infrastructure

and customer relationships to

grow all brands internationally.

I would like to thank each of our

brands and their worldwide teams for

their continued resilience, flexibility,

dedication and passion over the

past year. The teams once again met

the significant challenges of COVID,

delivering outstanding results given

the circumstances. We can start

looking forward to a post-pandemic

return to normality for our people.

OUTLOOK

The Group is well positioned to

deliver continued sales and earnings

growth in the year ahead, cycling

significant COVID disruption

in the first half of last year, and

continuing the momentum from

the strong final quarter of FY22.

Global macroeconomic conditions

will continue to challenge our

brands, particularly the impact

of inflation on our cost base and

consumer demand. However, we

begin FY23 with the expectation

of uninterrupted trade and the

return of international travel. Supply

chain conditions are improving,

with normalised buying timelines

expected to deliver a reduction in

working capital and increased cash

flow generation in the year ahead.

The Group is well capitalised, with a

strong balance sheet and significant

funding headroom. We are excited by

the opportunity to build a truly unique

global business headquartered in

Australia and New Zealand. We will

continue to invest in the international

expansion of our global brands,

to deliver sustainable long-term

growth for our shareholders.

Group CEO Report

Michael Daly

Group Chief Executive Oicer

PERFORMANCE INSIGHTS

We are pleased with the results

the Group has achieved this year

while navigating the challenging

impacts of the COVID pandemic.

Sales were the highest in the

Group’s history, with growth

achieved across all retail, online,

wholesale, and licensing channels.

The online channel continued to

grow beyond the COVID step-

change. Group online sales increased

19.1% year-on-year, now comprising

16.5% of direct-to-consumer sales.

Wholesale sales grew by 6.9%

overall, despite Oboz COVID supply

challenges, with Rip Curl wholesale

sales growing by 16.5% year-on-year.

Although the Group, like most global

consumer companies, experienced

elevated international freight costs

and raw material cost pressures,

gross margin was maintained year-

on-year. The Kathmandu brand

achieved its highest-ever second

half gross margin result with

currency benefit and a deliberate

strategy to carefully moderate the

historic “high-low” pricing model.

Operating expenses were carefully

controlled through COVID lockdowns,

while continuing to invest for long-

term brand growth. The Group

upweighted investment in brand

marketing and ESG, with an increase

of $18.6 million year-on-year.

Ultimately the Group’s profit result

reflected the impact of COVID in

the first half of the year, plus the

strategic decision to continue

investing for long-term brand growth.

17

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

KMD Brands Annual Integrated Report 202216

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

B Corp at KMD Brands
At KMD Brands, our purpose

is to inspire people to explore

and love the outdoors. It is this

purpose that drives our vision to

be the leading family of global

outdoor brands – designed for

purpose, driven by innovation,

best for people and planet.

KMD Brands is led by a talented

group of non-executive directors

supporting an experienced

management team. Over the past

18 months, through this leadership

team, the Group now has a redefined

corporate strategy identifying the

clear pillars and focus areas to drive

future success for the Group.

A key aspect of governance at KMD

Brands is our commitment to the B

Corp movement. Kathmandu first

became a Certified B Corporation

in 2019, and both Rip Curl and Oboz

are currently working towards B

Corp Certification. We are integrating

recognition of our interdependence

with people and planet, the “benefit

mindset”, across our entire business.

This means that, as a business, we

are required to consider the impact

of our decisions on our employees,

our customers, the wider community,

the environment, our business, our

shareholders, and the workers in our

global supply chain. We empower

and direct our employees to make

decisions with the same principles

of wider stakeholder consideration.

Through this approach, we can make

decisions to have an overall positive

impact on people and planet, while

continuing to operate a profitable

business delivering returns to our

shareholders. This benefit mindset

lies at the centre of the Benefit

Corporation or “B Corp” movement.

A B Corp is a diŸerent way of doing

business; it is a business structure

that considers all stakeholders and

balances purpose and profit. B Corps

are a rapidly growing community

driving a global movement of people

using business as a force for good.

B Corps around the world are

together working towards a more

inclusive, equitable and regenerative

economic system. For KMD Brands,

the process of working towards

B Corp certification guides the

priorities of our Environmental Social

and Governance (ESG) impact

strategy and provides a framework

for continuous improvement.

We have amended our Group

Code of Ethics for KMD Brands to

embed the benefit mindset into our

expectations of all employees in the

Group. We are taking this further by

adding ESG responsibilities to the

job descriptions of all employees and

including ESG related objectives as

part of our employee goal-setting

and performance review processes.

In FY23, the Board will consider

proposing a shareholders’ resolution

to amend the constitution of KMD

Brands to add a requirement to

consider the impact of our decisions

on our employees, customers,

suppliers, community and the

environment in our governing

structure at the highest point.

Incorporating this provision

will become a requirement to

maintaining B Corp Certification

for our Group from 2023. We

will bring further information to

shareholders to consider in 2023.

19KMD Brands Annual Integrated Report 202218

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS
Our Management Team

Michael Daly

– Group Chief Executive Oicer

Joined Rip Curl in 2002

Chris Kinraid

– Group Chief Financial Oicer

Joined Kathmandu in 2014

Brooke Farris

– Rip Curl Chief Executive Oicer

Joined Rip Curl in 2010

Amy Beck – President Oboz /

Kathmandu North America

Joined Oboz in 2019

Jolann Van Dyk

– Chief Information Oicer

Joined Kathmandu in 2014

Frances Blundell

– Chief Legal & ESG Oicer

Joined Kathmandu in 2017

Linda Barlow

– Chief Human Resources Oicer

Re-joined Rip Curl in 2019

Lachlan Farran

– Chief Commercial Oicer

Re-joined Rip Curl in 2016

The management team

takes care of the day-to-day

management and operation

of KMD Brands, regularly

reporting to the board on all

aspects of Group performance.

A brief biography of each member

of the Management team can

be found in the “Board and

Management” section of the

Company’s Investor Website.

Reuben Casey(previously

Kathmandu Chief Executive

OŸicer) left the Group on 31 July

2022. Michael Daly is currently

the acting Kathmandu CEO.

Tony Roberts (previously Group

Legal Counsel) left the Group on

31 July 2022 with his functions

combined into a new role of

Chief Legal and ESG OŸicer.

Our Board

David Kirk

Appointed 21 November 2013 

John Harvey

Appointed 16 October 2009

Philip Bowman

Appointed 2 October 2017

Brent Scrimshaw

Appointed 2 October 2017

Andrea Martens

Appointed 1 August 2019 

Abby Foote

Appointed 15 October 2021

Michael Daly

Appointed 19 May 2021 

The board provides overall

strategic oversight of KMD

Brands, including adherence

to best-practice governance

principles, maintenance of

the highest ethical standards

and protection of core

values so that the KMD

Brands group is managed

eectively and responsibly.

A brief biography of each

Board member can be

found in the “Board and

Management” section of the

Company’s Investor Website.

Our full Corporate Governance

statement, including Director

skills matrix, is included in

the “Additional Disclosures”

section of this report.

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

KMD Brands Annual Integrated Report 2022202120KMD Brands Annual Integrated Report 2022

Our Material Issues
A number of the material issues

facing our business are wholly or

partially outside of our control.

There are actions we can take to

mitigate the risks to our business

that these issues create. We

discuss the impacts of these

material issues throughout our

report and how our strategic

focus areas are informed

and prioritised to respond.

GLOBAL ECONOMIC

LANDSCAPE

Managing the impacts of the global

rising cost of inflation is a critically

important issue for our business

as we experience inflationary

pressures on multiple fronts.

The turbulent geopolitical

landscape, global conflicts and

regional political instability carries

the risk of potential sanctions for

countries, which could impact our

ability to source input materials.

Inflationary pressures and the

ongoing impacts of COVID

are also impacting consumer

discretionary spending habits.

Consumer lifestyles have shifted and

spending patterns are changing.

SUPPLY CHAIN RESILIENCE

The impact of shipping delays, port

congestion and access to regional

freight forwarding has a significant

impact on our ability to move our

products around the globe to

reach our customers. The ongoing

COVID elimination strategy in China

creates challenges in sourcing of raw

materials due to factory closures.

CLIMATE CHANGE

The need for urgent transformative

change to reduce greenhouse gas

emissions is a significant material

issue facing all businesses. Our

commitment and plan to reduce

the emissions connected with our

business and our products is a key

material issue for all our stakeholders.

PEOPLE AND WELLBEING

Attracting talent and retaining

that talent within our businesses

in a competitive labour market

is a challenge. We need skilled

resource to drive our business

strategies and support the

growth potential of our brands.

The wellbeing of people connected

with our businesses is a key

focus. Our stakeholders want us

to focus beyond just health

and safety. Wellbeing is about

resilience, inclusion and recognising

our responsibility to provide a

workplace where everyone can

show up as their true self.

BRAND POWER

The strength of each of our

brands is our material asset and

it is fundamental that we protect

and grow brand awareness

at a manageable pace.

To remain relevant and desirable

to our customers, and ahead

of our competition, we must

deliver products, and provide

a brand experience which is

relevant and appealing.

CHANGE MANAGEMENT

Bringing together our family of

brands to maximise synergies and

optimise operational and financial

performance can be complex

and costly and requires careful

change management processes.

The shift towards the digital

world requires us to keep pace

with future-fit platforms and tools

and to operate with agility.

CYBER AND DATA

SECURITY

The risk and sophistication of cyber

threats is ever increasing requiring

investment in infrastructure which

is resilient and well protected.

We need to respect and protect the

privacy of our customers and the

data assets we hold, and use that

data responsibly and eŸectively.

WHAT MATTERS MOST

Materiality Approach

During 2021, we conducted

a materiality assessment for

KMD Brands for the purpose

of identifying the most

strategic issues for the Group

and its brands to focus on

over the next 3-5 years.

This process involved extensive

stakeholder input and a thorough

review of global trends. We also

considered key topics discussed

by the Board and used the

assessments of our risk register

and global trends to identify the

most material topics we should

be reporting on and addressing.

THE MATERIALITY

ASSESSMENT PROCESS

A total of 745 people were

surveyed or interviewed.

Respondents were asked to rank

a set of ESG issues based on the

importance of each issue to:

•KMD’s continued business success

•the respondent personally

•the health and well-being of society

•a decision to invest in KMD

(i.e., investment community)

•the decision to purchase

from one of our Brands

•the respondent organisation’s

mission along with their viewpoint

on how well the Group was

performing on a given issue.

OUR KEY STAKEHOLDERS

In determining our material

topics we consulted with the

groups who have a substantial

impact on our Group, or on whom

we have a substantial impact

through our business activities:

•Our shareholders

•Our employees

•Our customers

•Suppliers and business partners

•Financiers

•Regulators

•Community groups including our

athletes and brand ambassadors.

23

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

KMD Brands Annual Integrated Report 202222

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

3 ICONIC BRANDS, 1 VISION
CREATING VALUE FOR OUR STAKEHOLDERS

FOR CUSTOMERS

Designing innovative,

technical outdoor lifestyle

and sports products.

FOR EMPLOYEES

Providing a place for all people to

realise their full potential.

FOR THE COMMUNITY

Creating positive change in

the communities we impact.

FOR THE PLANET

Striving for a positive impact on

the environment across the

whole life cycle of our products.

KMD Brands form a global outdoor family that creates

high-quality products designed for purpose, driven by

innovation, and best for people and planet. All products

in the KMD Brands family are made specifically for the

outdoors and are tested by experts, out in the elements.

FOR SUPPLIERS

Providing long-term

partnerships, supporting

strong worker wellbeing.

FOR INVESTORS

Paying total shareholder returns.

Providing a sustainable

investment option.

RETAIL AND

WHOLESALE

NETWORK

STRATEGY

How We Create Value

THE RESOURCES WE RELY ON OUR SUPPLY CHAIN

OUR CUSTOMERS

OUR FUNDING

We rely on a strong financial base to

operate and invest for the future and

employ capital from our shareholders

and from debt.

OUR PRODUCTS AND CHANNELS

We invest in our inventory and our

supply chain infrastructure and sales

channels to deliver our products to

our customers.

OUR CREATIVE POWER

We rely on our product development,

design and innovation, which

contribute to the value of our brands.

OUR PEOPLE

Competencies, capabilities and

experience of our employees, our

key asset.

OUR PARTNERSHIPS

We rely on collaboration with our

partners who are essential in making

our business succeed.

OUR ENVIRONMENT

We rely on a healthy environment

for both creating our products and

for our customers to enjoy.

TIER 3

RAW MATERIALS

PROCESSING

TIER 4

RAW MATERIAL

TIER 2

MATERIAL

PRODUCTION

TIER 1

MANUFACTURING

PARTNERS

DISTRIBUTION

CENTRES

KMD Brands Annual Integrated Report 20222425

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

Our Strategic Pillars
27KMD Brands Annual Integrated Report 202226

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

BUILDING GLOBAL BRANDS

We are actively building global brands. This includes extending awareness for

the Rip Curl brand in North America, growing brand recognition in Europe to

a top 3 position, and being the top surf brand in Australasia. We are launching

Kathmandu into North America and Europe during 2022, highlighting its

New Zealand heritage while maintaining its market dominance throughout

Australasia. We are leveraging Oboz’ position as a leader of hike footwear to

grow in the key North American market and expand distribution in Europe.

ELEVATING DIGITAL

Elevating and enhancing our digital execution is a key feature of the

KMD Brands’ strategy. We are investing in platforms that support a

unified customer experience and commerce operations for the whole

Group. This will be supported by the launch of new and improved

loyalty programs that allow for personalised communications.

LEAD IN ESG

Our purpose is to inspire people to explore and love the outdoors. It is this

purpose that drives our vision to be the leading family of global outdoor brands

– designed for purpose, driven by innovation, best for people and planet.

Through this purpose and vision, we commit to having an overall positive impact

on society and the environment, while delivering returns to our shareholders.

We will strengthen our ESG leadership position in our sector through

collaboration and transparency, and by holding ourselves accountable to

stringent, verified standards of social and environmental responsibility as all

our brands work towards becoming B Corp certified.

OPERATIONAL EXCELLENCE

To support the growth of our global brands, we are focusing on collaboration

across our businesses. We are investing in programmes that accelerate

cross-brand opportunities through supply chain eŸiciencies and core-

system capabilities. We are collaborating on product innovation to enable the

products of each brand to continue to lead in their respective categories.

Our strategy consists of four key

pillars - building global brands,

elevating digital, leveraging

operational excellence, and

showcasing leadership in ESG. These

pillars are designed to support KMD

Brand's growth as a global, multi-

channel business and address the

material issues that we face. As we

manage our way through challenging

and disruptive global conditions,

we are focused on having a flexible

balance sheet that allows for capital

returns and future acquisitions. Each

pillar is addressed in more detail

in the following sections, where

we discuss our observations and

response to the relevant material

issues experienced during the year,

together with the challenges and

opportunities ahead. Each of the

capitals, or resources, we rely on to

create value for our stakeholders

are essential for our success. These

capitals are reflected throughout our

discussion on each strategic pillar.

This year, we renewed our

corporate strategy to support

our future as a global, outdoor

family of brands that creates

high-quality products designed

for purpose, driven by innovation,

and best for people and planet.

MATERIAL ISSUES:GLOBAL ECONOMIC LANDSCAPE ‹ CLIMATE CHANGE ‹ SUPPLY CHAIN RESILIENCE ‹ BRAND POWER
BUILDING GLOBAL BRANDS

29KMD Brands Annual Integrated Report 202228

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

74

NPS for Rip Curl across 111

Australian stores

73

Net Promoter Score (NPS) for

Kathmandu across all customer groups

#1

Rip Curl rated #1 wetsuit,

boardshort and swimsuit brand

SOURCE: STAB Global Survey, 5000 sample size,

60% USA, 30% Australia, 10% rest of world.

SALES CONTRIBUTION TO

THE GROUP %

Oboz

6%

Kathmandu

39%

Rip Curl

55%

BY

BRAND

OUR OBSERVATIONS

Our Group consists of three iconic

brands designing innovative,

technical products for the outdoor

consumer. The strength of each

of our brands is our material

asset and it is fundamental

that we grow brand awareness

across the globe strategically

and at a controllable pace.

To remain relevant and desirable

to our customers, and ahead of

our competition, we must deliver

products which are relatable and

appealing, delivering on innovation,

being responsibly made, supporting

wellbeing and making the outdoor

pursuits of our customers more

enjoyable, comfortable and inspiring.

During FY22, global economic

conditions driving inflation have

resulted in an increase in the cost

to produce our products and

consequently we have adjusted

the prices for the sale of our goods

to maintain margins. Inflation has

also added pressure to our costs of

doing business. In the US market,

we saw inconsistent trends in

consumer spending sentiment

towards the end of FY22. However,

the strength of each of our brands

is strong, benefiting from the easing

of lockdowns and some return to

international and domestic travel.

OUR ACTIONS

We are investing in the long-term

success of our brands to drive

demand and oŸset any downside

from a reduction in consumer

spending sentiment. We constantly

monitor our pricing and margins,

taking steps where possible to

simplify our product oŸering,

without decreasing quality, in

order to maintain margins and lift

pricing on more technical goods

that justify a higher price point.

During FY22, we invested in the Rip

Curl brand in the US market through

sponsorship of the Rip Curl World

Surf League Finals where the world

champions for the sport of surfing

are crowned. Team sponsorship

continues to be a focus, beginning

with grass roots sponsorship to

support the development of talent

and strengthen awareness of the

Rip Curl brand from the ground up.

We have opened new flagship stores

in key surf destination locations.

We are leveraging and delivering

operational excellence to all brands

across shared support functions,

utilising existing infrastructure and

scale benefits across the Group.

Kathmandu has established new

customer relationships in Europe

during FY22, highlighting its New

Zealand heritage. Showrooms have

been established in Europe and

Canada to draw on existing Rip

Curl infrastructure. New direct to

customer websites in Canada, France

and Germany are under development

for launch in 1H FY23. Kathmandu

has invested in seasonal “Out There”

campaigns to build awareness of

its new brand positioning in the

Australian and New Zealand markets.

Kathmandu also won international

awards at ISPO and Outdoor Retailer

for the NXT Level Bio Down jacket.

By harnessing the specialist

leadership and values that Oboz

is known for in North America we

aim to grow the North American

and Australasian business and

expand into the European market.

During FY22 Oboz has established

a new logistics infrastructure in

Canada to support its growth in the

region. We have also invested in

brand partnerships and are actively

exploring EU market opportunities.

CHALLENGES AND

OPPORTUNITIES AHEAD

There is significant opportunity

ahead with the launch of new and

improved loyalty programs for the

Rip Curl and Kathmandu brands. At

the close of FY22, we launched a

pilot program for Club Rip Curl, with

the full program roll out in Australia

planned for early FY23. A relaunch

of the Kathmandu Summit Club is

planned for later in FY23 with exciting

new benefits for members. Expansion

of the Kathmandu brand into new

international territories provides a

substantial opportunity for the Group.

Challenging global economic

landscape have seen some of our

competitors reduce investment in

brand development. This provides us

with clear opportunities to establish

our brands in new markets and to

expand our points of diŸerentiation.

One of Oboz’ strategic initiatives
is to create distinguishable

product to support the Oboz

brand and the consumer journey.

Comfortable, durable footwear

for the trail is Oboz’s persistence,

drive and ceaseless commitment.

During FY22, Oboz has expanded its

product oŸering into the emerging

“Fast Trail” and “Camp” categories.

These categories provide a

significant market opportunity as key

growth categories for the brand.

The Fast Trail line is built on 1,000s

of miles of underfoot insight truths

engineered into transformative

footwear that breaks away from the

pack. The result is better foot health,

better adventures and a better kind

of Fast + Light experience. The

kind that sacrifices nothing, so you

can give it your everything. The

fast trail category is a natural brand

extension for Oboz with a focus

on stability, durability and fit, with

technology at the core. This range of

products provides the opportunity

to attract a new, younger, female

consumer, to take market share from

our competitive set and to have

some fun with colour expansion.

The Camp line provides an option

for adventures near and far, even

for the customer who doesn’t need

to leave home. The Camp category

meets adventurers where they like

to spend time during their most

favourite moments outside, no

matter the season. With a focus

on fit and recovery, the Whakata

franchise has shown strong

growth for Oboz during FY22.

In March 2021, the World Surf

League (WSL) and Rip Curl came

together to announce a three-

year sponsorship deal, the Rip

Curl WSL Finals, a new one-day

inaugural event to be held in San

Clemente, California at Lower

Trestles. Often referred to as

the most high-performance

wave in the world, there is

nowhere to hide at Lowers.

A new one-day competition

format where, after the regular

Championship Tour season, the

top five men and top five women

surf with a winner-take-all shot for

the world title. To win requires a

unique combination of technical

mastery and explosive innovation.

The WSL Finals waiting period ran

from September 8 – 17, 2021.

September 14th, 2021 saw all-time,

six-to-eight foot southern bombs

pour into the Lower Trestles. The

line-up displayed perfect conditions

from start to finish and became

the most watched day in the

history of professional surfing.

The Rip Curl WSL finals in the

USA drew a record 6.8 million

live video views as surfing fans

globally witnessed the crowning

of the 2021 male and female

world surfing champions. Rip Curl

team rider Gabriel Medina won

his third world title, driving both

viewership and Rip Curl’s claim on

professional surfing in the USA.

"The inaugural edition of the Rip

Curl WSL Finals was an incredible

success," said Erik Logan, WSL CEO.

"To see the WSL Finals go head-

to-head in amazing waves and to

witness the women's and men's

World Titles decided on the same

day, in the water, for the first time was

special. This new format captivated

our audience and drove consumption

like never before and was the most-

watched day of professional surfing

with the largest live digital audience

in WSL history. We are excited to

return to Lowers this season."

For Medina, this is his third World

Title and puts him amongst some

very heavy company. He joins

surfers such as Tom Curren, Andy

Irons, and Mick Fanning. "I feel

so happy. It is not everyday you

accomplish your dream," Medina

said afterward. "It feels so good to

dream. Every dream seems to be

impossible until it is done ... I had this

dream in my mind for a long time."

31

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

KMD Brands Annual Integrated Report 202230

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Oboz Adventures into

New Categories

CASE

STUDY

Rip Curl World Surf

League Finals

CASE

STUDY

16.5%
Online penetration as a % of

direct to consumer sales

19.1%

Growth in total

online sales year on year

NZD

$109.6m

Total online sales

ELEVATING DIGITAL

OUR OBSERVATIONS

Consumer spending patterns have

changed. The COVID pandemic

and global economic conditions

created a shift in customer lifestyles.

Customers are more discerning.

They are looking for personalised,

inspiring shopping experiences and

expect to have access to a unified,

omni-channel, seamless oŸering.

Strength in our digital capabilities

is vitally important to protect

the reputation and expand

recognition of each of our brands.

Our customers want to engage

with us in diŸerent ways and our

modes of communication and

methods of making transactions

must shift. We need to elevate

our digital oŸering to deliver on all

these customer expectations.

It is essential that we harness data

driven insights to drive our decision

making and accelerate growth across

our direct-to-consumer business. We

must use the customer data we hold

eŸectively, while keeping the data

secure. We embrace digital across our

entire organisation to enhance the

experience of our employees, to drive

eŸiciency and to support innovation.

We must keep pace with future-fit

platforms and tools and to operate

with agility. This requires careful

change management processes.

We need to verify that impacts to

interconnected business procedures

are considered and that all aŸected

stakeholders are consulted.

The Group recognises that its

businesses operate in an increasingly

connected world where information

and cyber threats continue to evolve

and challenge not only information

assets, but the Group’s ability to

interact with customers, suppliers

and prospective employees.

Through its interactions with

diŸerent stakeholders the Group

is entrusted with various personal

details, and the organisation

recognises that any compromise of

this information while under its care

could cause harm and significantly

damage the Group’s reputation.

OUR ACTIONS

During FY22, we have been

improving our digital execution

with our continued investment in

whole-of-group ERP (enterprise

resource planning) platforms

that support a unified customer

experience and commerce

operations. We have enhanced our

online platforms by launching a

new headless e-commerce platform

for Kathmandu which we will roll

out across each of our brands in

subsequent reporting periods.

We have laid the foundations

for providing an omni-channel

experience for our customers by

upgrading our point-of-sale system

in New Zealand and Australia,

rolling out click and collect for

Kathmandu and maximising

fulfilment from store capabilities.

We have focussed on data insights

by implementing a customer

data platform which will provide

us with a single view of our

customer interactions across

brands and allow personalised

communications to support a

unified customer experience.

The Group has established a set

of security standards that detail

the steps taken to secure our

systems and information from a

people, process, and technology

perspective. This Framework

aligns to the ISO 27001 series of

standards for Information Security

Management Systems (ISMS)

and Risk Management. During

FY22 there were no notifiable

data breaches for the Group.

CHALLENGES AND

OPPORTUNITIES AHEAD

The next phase of our strategy

to elevate digital will see a focus

on personalisation, with our new

personalisation engine for tailored

customer content and oŸers. This

will integrate with our loyalty platform

to provide a better experience for

our customers and provide greater

opportunity to harness data insights

about what our customers want and

unlock growth potential for online sales.

For Kathmandu, we will also

incorporate ‘endless aisle’ capabilities

to provide our in-store customer with

the option to order products either

not normally sold in a specific store,

or where that physical store is out

of stock of a particular item. These

initiatives provide an opportunity to

give customers a seamless shopping

experience which contributes to

our brand power and consumer

engagement. Kathmandu will also

launch new direct to customer

websites in Canada, France and

Germany to support the expansion

of the brand into new territories.

For Oboz, we will enhance the

business-to-business dealer portal

platform to build our educational

and technical resources to better

facilitate dealer knowledge and

expertise in the sale of products.

Cyber threats and increasingly

sophisticated threat actors are an

ongoing challenge and risk for our

business, and all businesses. We

must stay vigilant to these threats

and continue to invest in industry

leading tools to protect our systems

and data, embedding risk-based

processes across our businesses and

keeping across global best practice.

MATERIAL ISSUES:GLOBAL ECONOMIC LANDSCAPE ‹ CYBER AND DATA SECURITY ‹ CHANGE MANAGEMENT ‹ BRAND POWER

33KMD Brands Annual Integrated Report 202232

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Connecting to Customers
Through New Digital Experiences

This year, Oboz continued

to invest in new digital

tools to better connect with

customers and improve its

digital brand presence.

Following the launch of the direct-

to-consumer website in 2021, we

emphasised the functionality of our

Shoe Finder, which collects customer

preferences and delivers footwear

recommendations, in addition to Find

a Store, which shows site visitors a list

of nearby retailers for each product.

This year, we also improved our

digital resources for dealers and staŸ

members. We created comprehensive

online training and a list of frequently

asked questions. We also added

marketing assets and technical

information to this online resource.

Consumers were also invited

this year to partake in the Oboz

Trail Experience, a challenge that

encourages participants to learn

about new trails and rediscover old

favourites. Month-long challenges

based in diŸerent parts of the United

States allow trail users to complete

as many trail segments as possible.

“The Oboz Trail Experience is a

combination of an in-person and

virtual event that helps to get

community members on trail,

whether it is a familiar or newly

identified route,” says Abigail

Cook, Digital Content Manager.

The Oboz Trail Experience took

place in seven locations in 2022.

Each experience includes more than

100 miles of trails to explore, and

more than 1,100 people participated

in total. Trail miles are logged via

the Strava app, and participants are

encouraged to share their images

and trail experiences on social media.

Using Technology to

Build Community

The launch of our new Club

Rip Curl members programme

promises to radically improve

our customer engagement.

The goal of Club Rip Curl is

to become the largest and

most engaged surf and beach

community on the planet.

Customers will be able to earn

rewards from purchases, referrals and

product reviews or even by going

for a surf. Points can be spent on

products or donated to protecting the

environment through our partnership

with SurfAid. In the future, members-

only experiences will also be

available to purchase with points.

The technology behind the system

was developed in partnership with

Kathmandu. The KMD Group’s

commitment to elevating digital

means the technology is aligned

across brands, building synergies

and economies of scale.

Connecting customers’ surfing stats

to our membership programme

is a world-first achievement.

Using our own SearchGPS Surf

watch, we can track waves

caught, top speed and distance

travelled that, when uploaded

to our GPS app, will generate

points to use in store or online.

“We have never had a unified

customer in our tech stack. It’s

always been siloed between

e-commerce and our bricks and

mortar stores, so one main goal is

to bring those two environments

together from a membership

and data perspective,” says Sam

Hopgood, Membership Manager.

“For the first time, all our customers

will be connected to the one

ecosystem where we can create

a single view of the customer

and in turn deliver personalised

communications and create a

greater customer experience

for our brand advocates.”

Internally, the programme will help us

to better know our consumer, to drive

incremental frequency and to build

a loyal and connected community.

The programme launched in July

with five stores, expanding to

Australia and New Zealand in August.

The rollout will continue to Europe,

USA and Canada in 2023/24.

35

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

KMD Brands Annual Integrated Report 202234

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

35

CASE

STUDY

34

CASE

STUDY

58.9%
Gross margin maintained

year on year

7%

Same store sales growth

year on year

OPERATIONAL EXCELLENCE

OUR OBSERVATIONS

To support the growth of our

global brands, we are focussed on

leveraging the synergies between our

brands through shared knowledge

and collaboration. We achieve this

through programmes that accelerate

cross-brand opportunities that allow

us to optimise our supply chain,

invest in core-system upgrades and

collaborate on product innovation.

Inflationary pressures and supply

chain challenges this year have

made this increasingly important. We

have seen costs increase across all

aspects of producing our products

– from raw materials, manufacturing

costs, freight and internal wage

costs and to the cost of our funding.

Through operational excellence,

we aim to optimise operational and

financial performance. It will also

help us manage our costs eŸiciently

and maximise productivity.

Factory closures during FY22

impacted our ability to deliver

products, particularly closures in

Vietnam which impacted delivery

for Oboz customers. The risk of

port congestion and shipping

delays has complicated our supply

chain and delivery timeframes,

although congestion eased as the

year progressed. The compounding

supply chain challenges resulted

in a higher-than-expected level

of inventory in our distribution

centres at the end of FY22, a

result of a very disruptive period

for global supply chain logistics.

The systems and processes in our

supply chain impact our carbon

footprint and the waste produced

through our operations. We

recognise the impacts generated

by the logistics partners and

transportation methods we choose

to move products, as well as the

waste produced in the manufacture,

distribution and sale of our products,

and ultimately where our products

end up when they have reached

the end of their useful life.

OUR ACTIONS

In response to global economic

conditions and inflationary impacts

on the cost of goods this year,

we have sought opportunities to

improve and optimise the underlying

operational and financial performance

of the Group, to manage our costs

eŸiciently and maximise productivity.

In response to the COVID closures

disrupting supply and the need

for increased capacity to meet

order demand, we accelerated

plans to add a new supplier to the

Oboz factory network to increase

diversification of production.

By collaborating across our brands,

we have also been able to relieve

supply chain pressure points

by reallocating storage space

and utilising freight forwarding

relationships eŸiciently. Now that

supply chain delays, factory closures

and port congestion issues are all

easing, we continue to refine our

planning and buying processes

back to traditional timelines.

We have integrated some key

operating systems across our brands

in the past financial year which can

be challenging as our people learn

to use and adapt to new systems

and processes. The cost and time

required to complete these projects

is a necessary investment in a

resilient system for the future.

CHALLENGES AND

OPPORTUNITIES AHEAD

Looking forward, we will focus on

optimising supply chain logistics

through alignment of factories

across our brands and consolidating

freight vendors to deliver gross

margin benefit. We are a significant

retail tenant in Australasia. We will

continue to leverage this scale

to drive commercial outcomes

across our brands. We will utilise

existing Rip Curl physical and

systems infrastructure in the

Northern Hemisphere as we

expand the Kathmandu and Oboz

brands into these markets. We will

explore consolidation production

volumes across brands in like

categories to common suppliers to

leverage our purchasing power.

Climate change is acting as a

catalyst for disruption and our

business regularly monitors emerging

technologies to see how they

could aŸect our business. We must

proactively adapt to and adopt the

latest technologies in our supply

chain and direct operations that will

reduce the cost of our operations and

increase the resilience of our systems.

MATERIAL ISSUES:GLOBAL ECONOMIC LANDSCAPE ‹ SUPPLY CHAIN RESILIENCE ‹ CHANGE MANAGEMENT ‹ CLIMATE CHANGE

37KMD Brands Annual Integrated Report 202236

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

DEMAND INCREASE MEETS
SUPPLY SHORTAGES FOR

RIP CURL

This year, record numbers of

people took to the ocean, fuelling

a huge increase in wetsuit sales.

This unprecedented increase in

demand coincided with global

material supply shortages. CR,

or Polychloroprene chips that

are used in making wetsuits are

also used in cars, surgical gloves

and many other products.

“What used to take us 30-40

days to source now takes up to

12 months,” says Rip Curl General

Manager – Product Nichol Wylie.

“We are confident that our OnSmooth

Wetsuit factory and our suppliers will

be able to improve wetsuit deliveries

this coming year,” says Nichol.

COVID CLOSURES DISRUPT

OBOZ SUPPLY

A nearly three-month closure of Oboz

factories in Vietnam meant 300,000

customer orders were delayed.

When orders did begin leaving

Vietnam again, there were

bottlenecks at nearly every step

in the chain.

As a result, Oboz has diversified

its supply chain, accelerating plans

to bring a new factory onboard.

A new Canadian warehouse also

reduces road freight emissions by

sending goods direct to Vancouver

rather than Los Angeles.

“We’re proud of the fact that

despite the delays, we were

able to make sure we didn’t

cancel any orders with our

already hard-hit suppliers.”

Oboz Supply Chain and

Demand Planning Manager

John Nehring.

Collaboration Reduces Pain of

Unprecedented Supply Chain Crisis

CASE

STUDY

As General Manager, Group

Supply Chain, Dianne Fuller

has just overseen the most

disruptive period of her 40-year

career in supply chain logistics.

“I can honestly say, I’ve never

experienced anything like this,”

she says. “The most significant

challenges have been around

shipping - and that’s been impacted

by many things, not just COVID.”

Dianne explains that shipping runs

in a global circuit, so delays in one

part of the world have flow-on effects

for the rest. “When a ship blocked

the Suez Canal for six days in 2021,

it created a massive traffic jam all

the way through to Asia and New

Zealand, which stopped products

being able to reach us on time.”

Supply and demand also plays a

part. COVID caused huge demand

in Europe and the USA, which

saw large vessels redirected from

Australasia to cope with demand.

This lowered the freight supply

to Australia and New Zealand,

pushing up prices by up to 600%.

Some challenges were solved by

collaborating across the Group.

When Oboz Vietnam factory closed,

Kathmandu used its relationships in

Vietnam to find storage for stock.

And when Kathmandu needed to

get product into a new Canadian

market, Rip Curl’s freight forwarder

was able to make it happen.

Dianne’s role at KMD Brands Group

level helps to drive this collaboration

and give the Group better visibility

across all three brands.

SHIPPING DELAYS AFFECT

KATHMANDU DELIVERIES

Shipping delays have flow-on effects

for everyone else. Kathmandu

distribution centres, which were

equipped to process 60-container

deliveries, were suddenly scrambling

to process 100-container deliveries.

“It was a significant juggling

act to get product to store

for launching on time,”

Dianne says.

“It was our amazing people,

across planning, merchandising

and distribution, that used their

problem solving skills and their

relationships with suppliers to

miraculously deliver 84% of stock

on time for Kathmandu stores.”

39

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

KMD Brands Annual Integrated Report 202238

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

SUSTAINABLE DEVELOPMENT GOALS
We acknowledge the impact of our businesses on

people and planet and accept our responsibility

to advance the Sustainable Development Goals.

We have incorporated these goals into our ESG

strategy which underpins all our business activities.

An equitable, inclusive workplace representative of the diversity within our communities including:

•40:40:20 gender representation in leadership positions (Board, Executive and Management)

•Increased representation in employment of local Indigenous Peoples and people from ethnic or racial minorities

Genuine transparency of, and e©ective worker voice communications with, strategic suppliers

for each brand

Supported local community projects, through donations, fundraising and paid employee time,

to create a positive impact for the wellbeing of people and planet

Reduced absolute Scope 1 and 2 emissions by a minimum of 47% by 2030, from a FY19 base year

(4.2% per annum emissions reduction)

Reduced absolute Scope 3 emissions by a minimum of 28% by 2030 from a FY19 base year

(2.5% reduction per annum)

Commercialised brand-led circular business models for product take back, renewal, repair, re-commerce

or recycling

Dedicated to our own-brand products being responsibly sourced

Reduced operational and packaging waste including:

•Diversion of 90% of waste to landfill from our direct operations by 2030

•All primary and secondary packaging and promotional material is recyclable or made using recycled materials by 2030

OUR GOALS

KMD Brands ESG Strategy

OUR VISION To be the leading family of global outdoor brands – designed for purpose,

driven by innovation, best for people and planet.

LEAD IN ESG

In this section, we report on our overall impact on society and the environment, including the capitals

(resources) we rely on to create value, within the context of our strategic objective to Lead in ESG.

We have structured this section by reference to the framework of the KMD Brands ESG Strategy; organised

around the focus areas of Communities, Climate and Circularity. We have described our goals in each

focus area, reported on the baseline data where possible, and integrated our reporting to Global Reporting

Initiative (GRI) and Sustainability Accounting Standards Board (SASB) requirements where applicable.

OUR PILLARSOUR FOCUS AREAS

Positively impact the wellbeing

of people and places impacted

by our brands

•Provide a people-centred culture and workplace that

fosters health, safety, wellbeing and inclusiveness

•Protect human rights and dignity by addressing modern slavery

in our value chain through collaboration and transparency

•Engage, inspire and protect the communities

where we operate and impact

•Foster and invest in circular business models across

our businesses

•Increase responsible material content in our products

•Reduce the waste footprint created across our businesses

•Reduce emissions in line with the Paris Climate Agreement goals

Transition to a low carbon future

Eliminate the linear take-make-

waste approach to business

KMD Brands Annual Integrated Report 20224041

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

highly supported across our teams.
During the year, Kathmandu won

the AFR Boss Best Places to Work

in the retail, hospitality, tourism

and entertainment categories.

We have continued to understand

and support the needs of our

employees and adjusted our policies

and practices in response. We have

a range of wellbeing initiatives

in place across the Group from

providing employees with access

to counselling and safe workplace

practices, to COVID protocols such as

additional sick leave and flu vaccines.

An awareness and responsibility

to address mental health and

wellbeing has been embedded into

our business from senior executive

through to store manager level.

Our Group eŸiciencies enable us to

put the right initiatives in place to

support the needs of our people.

By combining the service providers

we use for wellbeing programs

and services we can make these

services more accessible to our

employee network across the globe.

CHALLENGES AND

OPPORTUNITIES AHEAD

Attracting, developing and retaining

employees is crucial to our ongoing

business success. In a challenging

labour market, we need to foster

an employee value proposition that

showcases each of our brands as an

employer of choice. Our commitment

to diversity and inclusion goes

beyond championing gender

equality. Improving and evolving an

inclusive and collaborative workplace

culture is a shared passion across

all our brands that enhances the

Group’s competitive advantage.

With the shifting ways of working, we

need to find ways to maintain critical

culture and team dynamics and to

support the development of skills and

capabilities needed for the future.

Our People, Our Communities

PEOPLE

OUR OBSERVATIONS

We are focussed on positively

impacting the wellbeing of people

and places touched by our brands.

We want to be the best for our people

by providing a people-centred culture

and workplace that fosters health,

safety, wellbeing and inclusiveness.

We harness the power of our team

collectively working together, where

all people are embraced and valued

for who they are and are encouraged

to grow with us. We foster inclusivity

and diversity across our businesses

to inspire all people to explore and

love the outdoors and to provide

a workplace where everyone

can show up as their true self.

Attracting key talent and retaining

that talent within our businesses

in a competitive labour market

has been a challenge during FY22.

We have experienced issues with

recruiting skilled people to drive our

business strategies, particularly with

border restrictions in New Zealand.

While the threat of COVID has

reduced during FY22, the impact

to our business and our people

has remained considerable. Social

distancing measures and mask

requirements have required our store

teams to pivot quickly in response.

Maintaining adequate staŸing levels

despite frequent absences due

to illness has created significant

challenges, albeit challenges our

retail teams have responded to

with resilience and determination.

The impacts of COVID remain

significant, despite the reducing

threat, and the need for initiatives

to support the wellbeing of our

teams is greater than ever.

In the last two years, through the

pandemic and recurring periods of

lockdown and travel restriction, there

has been a significant change in

the ways of working for our teams.

This has an impact on people’s

wellbeing and the methods we

use to stay connected and keep

people engaged. In a dynamic

and disruptive landscape, we are

focussed on supporting a thriving

and engaged team who know who

we are and what we stand for.

OUR ACTIONS

During FY22, we completed the first

global diversity survey across all of

our brands providing us with valuable

insights about the backgrounds of

our employees so we can support

what matters most to them. The

Group seeks out the best talent

from around the world to join its

brands and is proud to have a broad

range of nationalities and ethnicities

represented within our team, a

diverse cross-generational team,

and strong female representation

across the Group. While we are

reporting on our baseline statistics

for this year following completion

of this survey for the first time at a

Group level, going forward we will set

more specific targets in this area.

We have continued to conduct

engagement and satisfaction surveys

across the Group. FY22 was the third

year of using the Gallup standardised

approach with an emerging

maturity in the understanding

across management teams of the

insights this tool can provide. In

FY22 we introduced pulse surveys to

capture an assessment of employee

engagement in particular focus

areas within the business. Language

around engagement is becoming a

key part of our conversations and is

MATERIAL ISSUES:PEOPLE AND WELLBEING § CHANGE MANAGEMENT

KMD Brands Annual Integrated Report 202242

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

43

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

GOALS
An equitable, inclusive workplace

representative of the diversity within

our communities including:

•40:40:20 gender representation in leadership

positions (Board, Executive and Management)

•Increased representation in employment of local

Indigenous Peoples and people from ethnic or

racial minorities

Goals and

Performance

45

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

44KMD Brands Annual Integrated Report 2022

As at 31 July 2022, sourced from employee payroll data.

4,887

Total Employees

35%

Male

64%

Female

1%

Another Gender or prefer not to say

GENDER DIVERSITY OF OUR EMPLOYEES

GENDER DIVERSITY ACROSS MANAGEMENT LEVELS


Male


Female


Other/prefer not to say

56%44%

71%

71%

29%

29%

59%41%

42%58%

33%66%1%

FY22

Board

Group Executive

Brand Executive

Senior Management

Management

Non-Management

Sourced from Gallup Q 12 Engagement Survey conducted during FY22

and is based upon responses received from respondents.

14%

of our team identify as LGBTQIA+

Kathmandu / Oboz 17%, Rip Curl 12%

12%

of our team are living with a disability

Kathmandu / Oboz 15%, Rip Curl 11%

MINORITY REPRESENTATION IN OUR TEAM

Employing Easwari
CASE

STUDY

Kathmandu Chadstone Store

Manager Zoe Platt’s best

friend has a daughter with

down syndrome. Through this

connection, she understands

first-hand some of the struggles

people with down syndrome face.

So when she heard of a down

syndrome woman who was having

trouble finding work, she didn’t

hesitate to line up an interview.

“Easwari came in for an interview

with her carer. We worked with our

human resources team to create a

role specifically for her which entails

back-of-house work, some greeting

and a few sales. We try to keep the

routine the same every day,” Zoe says.

For more than a year now, Easwari

has been working two four-hour shifts

a week and the role has become a big

part of her week, where she develops

social skills and independence.

“She loves it. She’s earning her

own money and she gets the

bus here on her own now.”

Zoe says the team has welcomed

Easwari. She’s proud to show that

there are businesses who are willing

to be patient and flexible employers.

“For me, it’s nice to know I’ve

done a little something to help

someone else’s journey.”

Employing Easwari is a natural

fit with Kathmandu’s values:

courageous, joyful, open.

“Working at Kathmandu

makes me feel happy,

because everyone helps me

and they make me laugh.”

Easwari

because everyone helps me

and they make me laugh.”

Easwari

Reflecting on Reconciliation

CASE

STUDY

Rip Curl has begun its cultural

journey to develop a Reflect

Reconciliation Action Plan

(RAP). There are four RAP

stages – Reflect, Innovate,

Stretch and Elevate – which

allow organisations to

continuously develop their

reconciliation commitments.

Rip Curl is at step one, Reflect.

To ensure we had a cultural lens

and understanding before creating

our RAP, Rip Curl engaged First-

Nations cultural consultancy firm,

Arranyinha. Co-founder Marsha

Uppill ran a series of workshops that

took our team through a journey

of discovering what reconciliation

looks like both individually and

as an organisation. We looked at

how we can align the values of the

organisation and create actions that

bring about true reconciliation.

The workshop created a company vision for reconciliation to reflect this:

New flags have also been

permanently raised to acknowledge

this respect to all Aboriginal and

Torres Strait Islander peoples.

Our Reflect RAP will be made

publicly available on our website

and via Reconciliation Australia's.

The Reflect RAP will list our

considerations and the actions

we will take to acknowledge and

support indigenous Australians.

"We have a deep desire to

learn the history of

Wadawurrung country, the

people and that of our nation.

We can advance reconciliation

through discovery, education,

creating opportunities and

driving change."

Brooke Farris, Rip Curl CEO

47

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

KMD Brands Annual Integrated Report 202246

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Rip Curl is committed to the

oceans, lands and communities

in which we search.

We recognise First Nations

peoples, elevating our

learnings of their cultures

and acknowledging their

leadership and traditions.

Rip Curl embraces our

responsibility to bring

awareness and inspire

positive change.

Together we walk towards

reconciliation with honesty,

integrity and respect.

other stakeholders to positively
impact the challenges that can lead

to modern slavery. Looking forward,

we will track and report on the year

on year increase of worker voice

survey tools in our Tier 1 factories.

But the challenge does not stop

there. We only have partial visibility

into Tier 2 (suppliers of our

manufacturers) in our supply chain

and almost no visibility into the high-

risk Tier 3 and Tier 4 raw material

suppliers. Improving transparency

of our supply chain is an important

ongoing challenge for our brands

and is a key focus area for us. We

will trace and publish the input

suppliers (Tier 2) of our strategic

Tier 1 suppliers and work to increase

the number of Tier 2 suppliers

identified and published each year.

In support of our community

outreach programmes, each of

our brands will further embed

community partnerships and

programmes to create awareness

around the work that our community

partners undertake. We will

expand the opportunities for our

employees to take part in initiatives

in their local communities.

"Best practice in ESG is not

solely about assessing the

risks to our business. It is

equally about assessing the

risks of our business

decisions and practices to

both people and the planet."

Gary Shaw, KMD Brands

Social Impact Manager

Our People, Our Communities

COMMUNITIES

OUR OBSERVATIONS

There are many communities

impacted by, and impacting, our

brands; from the community

of workers in our supply chain

manufacturing our products to

the local environments where our

employees and our customers

play and explore. We want to

engage, inspire and protect

all of the communities where

we operate and impact.

The root causes of forced labour

have been exacerbated as a result

of the COVID-19 pandemic exposing

vulnerable individuals and families

to the risk of modern slavery.

Human rights groups have identified

cases within the global textiles

and apparel industry of business

owners profiting from slavery. As a

publicly owned company that exists

to inspire people to explore and

love the outdoors, protecting and

promoting the wellbeing of workers

in our global supply chain is integral

to our identity, values and purpose.

Awareness of the climate crisis

is now well understood and on

business, political and social

agendas. All our stakeholders expect

that we take action to address

the risks of climate change to our

business and reduce the impact

of our business on the climate.

OUR ACTIONS

We are prioritising transparency

about the challenges faced by our

suppliers and the impact these issues

have on their workers. Throughout

the year, we have continued to

concentrate on protecting human

rights and dignity by addressing

modern slavery in our value

chain through collaboration and

transparency. We have widened

our impact by working with other

sectors, government agencies,

human rights groups and, in some

cases, our direct competitors, to

facilitate and encourage a more

innovative and collaborative approach

to these human rights issues.

Kathmandu has continued its

partnership with Deloitte in co-

hosting the Collaborative Advantage

working group, a collection of

New Zealand businesses sharing

insights and driving collective action

to collaboratively address social

and environmental challenges.

Membership of the group has grown

steadily since its inception in October

2020 to include a wide variety

of large and small organisations

from diŸerent industries.

Each of our brands support

community partnerships and

projects that are meaningful to their

individual purpose and values. Our

team members’ love for the outdoors

is what draws them to our Group of

brands. We support and encourage

all our team members to be a part of

our eŸort to make a positive social

and environmental impact and to

reduce the emissions connected with

our businesses and our products.

During FY22 we have strengthened

the community partnerships and

programmes for each of our brands.

These initiatives are aligned to

the values of each brand and

provide opportunities for our

team members to take part.

CHALLENGES AND

OPPORTUNITIES AHEAD

We want to go beyond auditing

by focussing on how we can

collaborate with our suppliers and

MATERIAL ISSUES:PEOPLE AND WELLBEING § CLIMATE CHANGE

KMD Brands Annual Integrated Report 202248

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

49

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

72
Tier 1 and 2 suppliers reporting on

environmental performance (Higg FEM)

64%

of our suppliers are in China where freedom

of association is at risk

88

Tier 1 suppliers we partner with

420

Corrective action plans

100%

New Tier 1 suppliers screened against KMD Brands

Code of Conduct

163

Tier 1 factories making our

branded product

109

Copy audits accepted (audits

completed by other brands)

54

Audits completed by our third party

auditor, Elevate Limited

11

Tier 1 suppliers exited during FY22

approx 500

Hours KMD Brands staŸ ESG training

during FY22

60%

of suppliers, (by spend) reporting on their

environmental footprint (HIGG FEM)

60%

of head oŸice staŸ received

training in ESG in FY22

1st

Ethical Voice worker

survey completed,

assessing the wellbeing

of 100% of workers

24

Worker

sentiment

surveys in

place

91%

of Tier 1 suppliers independently

verified by Elevate as accountable to

Code of Conduct under Sustainability

Linked Loan as at May 2022

3

Tier 2 suppliers accountable to

Code of Conduct

Our high-risk countries for child and forced labour are

China, Vietnam, Indonesia, Bangladesh, Cambodia, India,

Mexico and Thailand

WORKING WITH OUR SUPPLIERS

Child labour and forced labour

are common in the international

apparel industry, especially in Tier

3 and Tier 4 (raw materials). Our

focus is to improve the traceability

and transparency of our Tier 2

(suppliers of our manufacturers)

in our supply chain and gain

visibility into the high-risk Tier 3.

Of the 54 Tier 1 audits completed by

Elevate, 48% of those audits were

GOALS

Genuine transparency of, and eective

worker voice communications with, strategic

suppliers for each brand including:

Accountability to KMD Brands

Code of Conduct:

•Tier 1 suppliers: 100% accountable

•Tier 2 suppliers: Increase by at least one for

each brand per year

Transparency:

•Tier 1 suppliers: % increase year on year where

worker voice survey tools are in place

•Tier 2 suppliers: Trace and publish the input

suppliers of our strategic Tier 1 suppliers

not fully transparent. This lack of

transparency is the most significant

potential negative social impact as

it means our business partners are

breaking our trust and violating our

Code of Conduct, and their disclosed

ESG data cannot be relied upon.

The number of copy audits we

completed this year was higher

than usual because of the impact

of COVID. These audits are

completed by trusted third parties

who know the local language

and understand the culture.

Approximately 10% of suppliers

improved their transparency this

year, which has in turn led to an

increase in corrective action plans.

Goals and

Performance

5051KMD Brands Annual Integrated Report 2022

An example of this occurred in
June 2022 when a mechanic from

one of our Kathmandu suppliers

sent a WeChat message to us. He

alleged that the factory making

our product was in the process of

shutting down and reallocating our

supply, without our knowledge. He

further claimed that even though he

had worked there for 15 years, the

factory management had not paid

him or his colleagues the legally

required minimum severance pay.

A case had been filed at the local

court and was set to proceed as part

of a lengthy arbitration process.

Our ESG Specialist based in China

contacted the worker and after

gaining further details, she then

contacted the supplier. They

confirmed that indeed they were

closing the factory and had neglected

to inform us. They also confirmed

that the worker in question had been

dismissed along with his colleagues

and that his severance pay was in

dispute. Referencing our company

code of conduct as well as our agreed

terms of trade, Kathmandu was able

to negotiate with the supplier who,

in turn, put pressure on the factory

management. Ultimately, a mutual

agreement was reached to the

satisfaction of all involved and the

informant withdrew his complaint.

Moving forward, rather than capture

just a sample of workers during an

audit or worker survey, KMD Brands

is currently trialling a worker voice

tool that provides 100% of workers

with a means to communicate with

the brands on an intermittent or

ongoing basis. Questions can be

tailored to address local challenges

unique to that geographical

location, cultural group or other

demographic. The tool provides

immediate insights and allows brands

to pinpoint areas where potential

exploitation may be occurring and

where further work is required.

Worker Voice Tools and

Grievance Mechanisms

CASE

STUDY

Giving workers a voice is an

essential part of any authentic

social impact program. It

is also a critical part of any

eort to meaningfully address

modern slavery. The challenge

is how to do so in a way that is

culturally appropriate, scalable,

relevant and eective.

An often overlooked component is

the mindset of the business relying

on such tools. Why do we want to

hear from workers in the first place?

If it is purely to meet our social

compliance obligations and tick

the necessary box, then we may

as well not bother. However, if our

desire to hear from workers in our

supply chain is an expression of our

brand identity, values and desire to

improve our impact and footprint,

then such tools are invaluable.

In partnership with our third party

provider ELEVATE, KMD Brands

began incorporating a worker

survey into every full social audit

to ensure that we gained both a

top-down and bottom-up view of

our suppliers. As an example of the

power of worker voice tools and

surveys, during FY22 we were able

to identify one of our suppliers who

performed very well on the traditional

audit scoring, but simultaneously

had a workplace where some of

the women reported experiencing

sexual harassment or bullying

through the worker survey tool.

For a worker to have confidence

in a communication tool, it should

ideally be something they already

use, require little or no training on,

and is a communication channel

they trust. KMD Brands therefore

uses existing social media channels

(such as WeChat in China) as one

of our grievance mechanisms.

Workers simply scan the QR

code with their phones and can

instantly communicate, in their own

language, with the mobile phone

sitting on the desk of the Social

Impact Manager in New Zealand.

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OVER
NZD $150k

in partnership support fees in FY22

OVER

NZD $100k

donated by our customers from sales

of paper shopping bags in FY22

11

Project K Programmes

nationally

02

Nga Ara Whetu

Programmes in the

Far North Region

15

Stars Programmes

nationally

Beyond Blue

Beyond Blue provides information and support

for anxiety, depression, and suicide prevention

in Australia. Kathmandu is the oŸicial partner of

#teambeyondblue challenge events, supporting

those who take on anything from individual

fitness challenges to large-scale running, cycling

or swimming events. Kathmandu’s financial

support funds Beyond Blue’s Support Service.

www.beyondblue.org.au

www.dinglefoundation.org.nz

NZD $1m

invested with our local

community partners

Including over 2,200 volunteer hours

3

.

3. Includes company financial donations, product donations,

partnership fees, employee donations, and volunteer hours.

Goals and

Performance

GOAL

Supported local community projects,

through donations, fundraising and paid

employee time, to create a positive impact

for the wellbeing of people and planet

55

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

COMMUNITY AT

KATHMANDU

Kathmandu works with youth

and mental health focussed

organisations that align with

our purpose to improve

the wellbeing of the world

through the outdoors.

We know that being outdoors

is transformative. Science has

shown that it changes our

brains for the better. When

we spend time out there our

stress goes down, our empathy

goes up and we feel happier.

And that’s why we’re proud to

partner with organisations who

help people experience all the

goodness nature has to oŸer.

KATHMANDU’S COMMUNITY PARTNERS INCLUDE:

Graeme Dingle

Graeme Dingle Foundation is a leader in positive

child and youth development throughout New

Zealand. Through our partnership with the Graeme

Dingle Foundation, we support a series of Wilderness

Adventures, Adventure Camps and Activity Days that

see hundreds of young people become empowered

by spending time in New Zealand's stunning

wilderness. During FY22 Kathmandu’s financial

support helped to fund the below programmes:

54

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Black Folks Camp Too

BFCT's mission is to increase diversity in the

outdoors by making it more accessible, familiar, and

fun for black folks to go camping. During FY22, Oboz

joined forces with BFCT to produce the O FIT Insole®

'Unity Blaze' with a portion of proceeds supporting

Black Folks Camp Too’s Digital Education Initiative.

www.blackfolkscamptoo.com

52 Hike Challenge

Together with outdoor brands Osprey and Outdoor

Research, Oboz launch the 52 Hike Challenge. This

is a group of women over 50 who commit to hiking

52 times a year. The group meets monthly to share

experiences, encouragement, and product feedback.

www.52hikechallenge.com

Trees For The Future

We plant a tree for every pair of Oboz sold since our

beginning in 2007. This equates to over 4 million trees

– and counting. Oboz Footwear specifically supports

the Tabora Forest Garden Project in Tanzania.

www.trees.org

COMMUNITY AT OBOZ

Oboz strives to partner with

individuals, organisations and

causes – referred to as our

Compass Partners, that are

closely tied to our purpose of

empowering the people of the

world to blaze their own trail.

Together with our Compass

Partners, we focus on educating

the broader community in two

key areas: land conservation

and equitable access. Types

of support include: grants,

sponsorships and/or product

givebacks, volunteer service

and brand advocacy.

OBOZ'S COMMUNITY PARTNERS INCLUDE:

150

women participating

OVER

NZD $25k

invested in FY222

OVER

NZD $95k

invested in FY22

SurfAid

SurfAid’s mission is to improve the lives of families

in isolated corners of the globe connected through

surfing. SurfAid has been selected for a two-year

partnership to support our Club Rip Curl loyalty

programme due to alignment with Rip Curl values.

www.surfaid.org

Thread Together

Major floods aŸected thousands of Australians in

New South Wales and Queensland and meant

some lost everything. Rip Curl partnered with

Thread Together, a charity organisation that

sources brand new clothes and distribute

them to those in need around the country.

www.threadtogether.org/about

Rip Curl Community Cup

Each year Rip Curl hosts and contributes largely

to a community golf day at the RACV in Torquay

where funds raised are donated to a local family

in need. This year funds raised were donated

to the Thompson family who suddenly lost

their husband and father of two young girls,

while on a morning bike ride in Jan Juc.

https://rc-community-cup.square.site/

COMMUNITY AT

RIP CURL

Community and the

Environment is embedded

into the Rip Curl company

policy, crew behaviour, and

daily operations. This means

giving back to communities in

which we operate as well as

protecting the environment

around those communities.

RIP CURL'S COMMUNITY PARTNERS INCLUDE:

NZD $11,230

invested in FY22

NZD $20,000RRP

in product donated in FY22

over NZD $55k

funds raised

Volunteerism for
All Employees

CASE

STUDY

This year, Oboz introduced a

new volunteering policy with a

goal of seeing every employee

volunteering for a minimum of

eight hours annually. Each staff

member receives 16 hours of

volunteer time off per year – this

includes eight hours volunteering

with the Oboz team and eight

hours of personal choice.

We created a 2+1 Challenge by

organising two company-wide

volunteer events encouraging

each employee to also volunteer

for a cause of their choice. In

total, Oboz team members

logged 235 volunteer hours in

and out of the office this year.

During one of the company-wide

volunteer events led by the Roots

Crew, staff planted 50 trees in

Bozeman with support from Gallatin

Watershed Council and City of

Bozeman Forestry Division.

“At Oboz, we don't just want people to

volunteer for the sake of volunteering,”

says Kaci Norberg, Human Resources

Specialist. “We encourage people to

not just give back in ways that align

with our company values but also

that align with their own. We have

company-wide volunteer events to

make larger impacts in the areas that

we care about as a company, but we

also offer time for everyone to go

out and volunteer in ways that allow

them to stay true to themselves.”

Planet Day Turns 21

Last year, Rip Curl celebrated

its 21st annual Planet Day on

the Surf Coast, working with

local environmental groups

near our Torquay head office

to clean up, protect and

revegetate beach areas.

Keeping our feet in the sand and our

heart in the surf keeps us focused

on our vision to be regarded as

the Ultimate Surfing Company.

“Planet Day shows how connected

it is to our company and our values,”

says CEO Brooke Farris. “It’s all about

acting locally and thinking globally

about how we can contribute to

the community we live in and the

environment that we live in.”

Each year, around 170 staff participate

in Planet Day. Over 21 years, this

equates to more than 3,500 days

of work or around 17,500 hours.

There were planet day events

cleaning beaches in California

and picking up rubbish on a

culturally significant mountain near

our Thailand wetsuit factory.

“It’s one of my favourite days

of the year,” says Adam Leslie,

Global Product Manager, Men’s

Surfwear. “It’s fantastic to be able

to give back to the community.”

“My favourite part is getting out

of the office and connecting with

crew that I don’t usually work

close to,” says Shasta O’Loughlin,

KMD Brands Head of ESG.

In our home town of Torquay, the

Rip Curl crew are responsible for

successfully reintroducing more than

100,000 indigenous plants – 80%

of those plants survive long term.

“The future of Planet Day is that it’s

absolutely here to stay,” says Brooke.

“We love it and we want to see more

people involved so we’re going to

expand it to ensure that all of our Rip

Curl regions, suppliers, customers

and athletes can be involved. I

really look forward to seeing it

bigger and better every year.”

CASE

STUDY

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Science-Based Climate Action
MATERIAL ISSUES:CLIMATE CHANGE ‹ BRAND POWER

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ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURES

an opportunity to elevate the

distinctiveness of each of our brands

and helps build rapport with our

customer base through product

design and sustainable innovation.

During FY22 we have expanded

our investment in solar, including

the installation of solar panels at

the OnSmooth wetsuit factory in

Thailand. We have continued rolling

out energy eŸicient LED lighting

upgrades across our store network.

We have seen an overall drop in our

Scope 1 and Scope 2 emissions. This

was due substantially to government

enforced closure of parts of our

Australasian store network reducing

energy requirements and limiting

travel required in company owned

vehicles. The reduction strategies

we are putting in place are important

foundational steps to support

reduction in a post-COVID climate.

CHALLENGES AND

OPPORTUNITIES AHEAD

When it comes to climate action,

the challenges ahead could not

be greater. We are committed to

reporting openly and transparently

on our journey to reduce our carbon

footprint and the challenges we

will face along the way. There is

considerable work ahead to collect

information about the primary

data sources for our scope 3

1. IPCC, 2021: Climate Change 2021: The

Physical Science Basis. Contribution of Working

Group I to the Sixth Assessment Report of the

Intergovernmental Panel on Climate Change

(2021) Masson-Delmotte, V., P. Zhai, A. Pirani, S.L.

Connors, C. Péan, S. Berger, N. Caud, Y. Chen,

L. Goldfarb, M.I. Gomis, M. Huang, K. Leitzell,

E. Lonnoy, J.B.R. Matthews, T.K. Maycock, T.

Waterfield, O. Yelekçi, R. Yu, and B. Zhou (eds.)].

Cambridge University Press. In Press.Retrieved

from https://www.ipcc.ch/report/ar6/wg1/

emissions. We have an opportunity

to collaborate through shared

knowledge and experience with

other businesses as we collectively

work to address the challenges

in our industry. Our commitment

to climate action is important

to stakeholders throughout our

business - from employees to

shareholders and ultimately our

customers, who want responsibly

made products, created with a focus

on positive impact for the planet.

The increasing levels of ESG

regulation confirms that our strategy

to showcase our leadership in ESG

will set our brands up for future

success. Recently announced

regulations that will likely impact

our brands in the future include the

revised Waste Framework Directive

which obliges EU Member States to

separately collect textile waste from

2025. The New Zealand Financial

Sector (Climate-related Disclosures

and Other Matters) Amendment

Bill, which broadens non-financial

reporting by requiring and supporting

the making of climate-related

disclosures, will apply to the Group

from the FY23 reporting year. We are

reporting to the TCFD framework for

the first time this year to prepare for

the mandatory disclosures to come.

KMD Brands Annual Integrated Report 202260

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

OUR OBSERVATIONS

Our love for the outdoors is what

all our brands - Kathmandu, Oboz

and Rip Curl - are built on. All our

brands are dedicated to supporting,

enhancing and encouraging activities

which get people into the outdoors,

whether its hiking on a trail, catching

a wave or simply enjoying the open

air. We seek to inspire our customers

to share in our connection with the

outdoors and to respect, protect

and live in recognition for the

interdependent relationship we have

with nature. Demonstrating that we

take responsibility for the climate

impact created by our businesses is

essential to protect the reputation

of each of our brands and to meet

the expectations our customers

have of us as outdoor brands.

KMD Brands is focused on

transitioning to a low carbon future

by reducing greenhouse gas

emissions in line with global goals.

Without global and rapid reduction in

greenhouse emissions in the coming

decades, there will be a dramatic

negative impact on our beloved

outdoors and on global economies.

1

OUR ACTIONS

During FY22 we have continued

our journey to track and reduce our

carbon footprint. We have conducted

energy audits across significant parts

of our oŸice, distribution centres and

store network. Through this process

we have identified opportunities,

and formed a roadmap, for emission

reduction through investment in

cost-eŸective onsite solar and

energy eŸiciency projects. While

the purchase of carbon oŸsets for

our unavoidable emissions remains

a component of our strategy,

we are focussed on investing in

reduction policies as the priority.

We have recently submitted

our proposed carbon reduction

targets to Science Based Targets

initiative (SBTi) and are awaiting

formal approval. Our commitment

to climate change initiatives is

6263KMD Brands Annual Integrated Report 2022
*Estimated based upon verified FY19 Kathmandu inventory, verified FY20 Rip Curl inventory,

and verified FY21 Oboz inventory.

**FY22 figures are audited, pre-certified numbers. Previous year's carbon emissions reported were

pre-certified estimates and are now updated with final certified numbers, aligned with our annual Toitū

carbonreduce and net carbonzero certifications. Scope 1 emissions are our direct emissions. Scope 2

emissions are our indirect purchased electricity emissions. Scope 3 are our indirect value chain emissions

including both upstream and downstream.

TOTAL SCOPE 1 EMISSIONS**

% Reduction

(from Baseline) 21%

Baseline*

630Tonnes CO

³

e

FY21

540Tonnes CO

³

e

FY22

498Tonnes CO

³

e

SOURCES OF SCOPE 3 STOCK TRANSPORT EMISSIONS**

68%25%7%

% Reduction

(from Baseline)

22%

TOTAL SCOPE 2 EMISSIONS**

11,904Tonnes CO

³

e

Baseline*

10,321Tonnes CO

³

e

FY21

9,246Tonnes CO

³

e

FY22

GOALS

Reduced absolute Scope 1 and 2 emissions by

a minimum of 47% by 2030, from a FY19 base

year (4.2% per annum emissions reduction)

Reduced absolute Scope 3 emissions by

a minimum of 28% by 2030 from a FY19

base year (2.5% reduction per annum)

This year we are now reporting

our carbon emissions as a Group.

Our Group inventory is audited

annually by Toitū Envirocare and

is aligned with the Greenhouse

Gas Protocol for Corporate

Accounting and Reporting.

Scope 1 and 2 emission reductions

this year are a result of store

closures due to COVID, reduced

travel required in company owned

vehicles and LED lighting upgrades

across our store network.

As a Group we track our Scope 3

indirect emissions including our

operational waste, corporate travel,

inbound freight, DTC transfers,

store-to-store transfers via all

freight modes, air, sea, and road.

Air freight and overseas travel

are two key areas of focus due

to the large emissions created

by the aviation industry. Product

life-cycle considerations and

supplier environmental impact

assessments will continue to

expand our data set to support

transition to a lower carbon future.

With the submission of our Science-

based Targets as a Group we are

working to improve primary data

sources of our Scope 3 emissions.

As we improve our data sources our

reported base year will update.

We anticipate that we may

see an increase in our total

emissions in FY23 as air travel

resumes and all stores return

to full operational capacity.

Goals and

Performance

Climate Risk Disclosures
PREPARED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE TASKFORCE

ON CLIMATE±RELATED FINANCIAL DISCLOSURES ²TCFD³

The following disclosure is our first TCFD report and summarises how we align with the TCFD recommendations.

TCFD recommendations are structured around four areas: Governance, Risk Management, Strategy, Metrics and Targets.

We will expand on the depth of disclosures in subsequent reporting periods.

Disclose the organisation’s

governance around

climate-related risks and

opportunities

TCFD recommendations:

•Describe the Board’s

oversight of climate-related

risks and opportunities

•Describe Management’s

role in assessing and

managing climate-related

risks and opportunities

The Board is responsible for the

overall corporate governance and

oversight of risk for KMD Brands,

including the company’s response

to the risks and opportunities

presented by climate related issues.

The Board approves and adopts the

appropriate policies and procedures

to enable directors, management and

employees to fulfil their functions

eŸectively and responsibly. The

Board meets regularly, at least 8

times each year, and is updated

on the management and strategic

risks of climate related issues on a

periodic basis during meetings.

The Board is supported in this

function by the Audit and Risk

Committee, which meets five times

per year, and assists the Board in

discharging its responsibility for

strategic risk oversight. KMD Brands

has a Risk Management Policy

(available on our investor website at

kmdbrands.com) which is reviewed

and updated regularly. The Audit and

Risk Committee reviews risk reports

from management and ensures

risks are managed in accordance

with the Risk Management policy

and risk framework. The purpose

of the risk policy is to define the

risks relevant to KMD Brand’s

operations, and to ensure that

appropriate systems and methods

are designed and implemented to

minimise and control our risks.

KMD Brands’ Group Chief Executive

OŸicer & Managing Director, Michael

Daly, has oversight of climate-related

issues for the Group. The Chief

Legal & ESG oŸicer, in conjunction

with the Chief Financial OŸicer, are

responsible for overseeing KMD’s

risk management framework which

includes climate-related issues

and both oŸicers report directly to

the Group CEO. Brand CEOs are

ultimately responsible for driving

activities within the business units

comprising their brands. KMD Brands’

Executive team are responsible for

regular assessment and monitoring

of all risks, including climate-

related risks and opportunities. The

wider management team conduct

regular risk assessments using

the risk management framework

and implement appropriate risk

mitigation strategies and controls.

KMD Brands has undertaken a

Group-wide materiality assessment

and, informed by this assessment, has

now developed a KMD Brands ESG

strategy that covers the entire Group.

As part of implementing this Group-

wide ESG strategy, governance over

climate change-related issues is

centrally coordinated. Our Group

CEO has ultimate oversight over our

Group ESG strategy, with regular

reporting to the Board on strategic

performance. The Chief Legal

& ESG OŸicer is responsible for

implementation of the strategic plan

including climate reporting, science-

based target setting, supply chain

engagement, and our emissions

reduction strategy with support

from the KMD Brands ESG team.

STRATEGY

GOVERNANCE

Disclose the actual and

potential impact of

climate-related risks and

opportunities for the

organisation’s businesses,

strategy and financial

planning where such

information is material

TCFD recommendations:

•Describe the climate-related

risks and opportunities

identified over the short,

medium, and long-term

•Describe the actual and

potential impacts of climate-

related risks and opportunities

on the company’s businesses,

strategy and financial

planning

•Describe the resilience of the

organisation’s strategy, taking

into consideration diŸerent

climate-related scenarios,

including a 2°C or lower

scenario

Our Journey to

Science-Based Targets

CASE

STUDY

The Intergovernmental Panel

on Climate Change (IPCC)

special report shows that

even if global economies limit

warming to 1.5 degrees above

pre-industrial levels, 1 billion

people will be exposed to severe

heat waves and there will be a

100% increase in flood risk.

If we fail to achieve 1.5 degrees

warming but can limit temperature

increase by 2 degrees, those

numbers increase to 2.7 billion

people suŸering heat waves and

170% increase in flood risk.

2

There is a lot at stake if we don’t

act - and that’s why KMD Brands

has committed to do our bit to

transition to a low-carbon future

and reduce our emissions in line

with the Paris Climate Agreement

Goals. KMD Brands has submitted

targets to Science Based Targets

Initiative (SBTi) for our entire value

chain and are awaiting approval.

SBTi is a global partnership between

WWF, CDP, WRI and the UN which

aims to support the best practice

for emissions target setting.

For our Scope 1 and 2 emissions,

which are emissions that come

directly from our company’s owned

or controlled sources, as well as

our purchased electricity, we have

committed to targets that align with

limiting global warming to 1.5 degrees.

We have set a target to reduce

emission by at least 47% by

2030, from a 2019 base year.

For our Scope 3 emissions, which

includes all the other indirect

emissions in our supply chain, where

we have less control, we have set

targets that align with keeping global

warming well below 2 degrees. This

translates to a minimum reduction of

28% by 2030, from a 2019 base year.

HOW WE’LL GET THERE

Our baseline emissions show that

76.6% of Scope 1 and 2 emissions

come from electricity purchased

in Australia. Our reduction plan

involves improving our energy

eŸiciency, putting solar panels on

our buildings, and buying renewable

electricity. A core dependency on

our predictions is Australia’s grid

becoming more renewable.

3

We acknowledge that the majority of

our Scope 3 emissions are from the

production of our products and this is

where we will need to concentrate a

significant amount of our eŸorts. Our

Scope 3 reduction plan focuses on

supporting our suppliers to improve

their energy eŸiciency and renewable

energy procurement. A core

dependency on our predictions is our

suppliers’ electricity grid becoming

more renewable.

4

Our continuous

dedication to our own-brand

products being responsibly sourced

will also contribute towards reducing

our overall emissions footprint.

65

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KMD Brands Annual Integrated Report 202264

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

2. Global Warming of 1.5 ºC — (ipcc.ch)

3. https://www.industry.gov.au/sites/default/files/2020-12/australias-emissions-projections-2020.pdf

4. Roadmap to Net Zero: Delivering Science-Based Targets in the Apparel Sector | World Resources Institute (wri.org)

RISK DESCRIPTIONIMPACT OF RISK / OPPORTUNITYPOTENTIAL FINANCIAL IMPACT
TRANSITION

Carbon pricingThe cost to oŸ-set carbon emission is increasing with greater

demand for carbon credits as the number of businesses

committing to net zero targets grows. While the purchase

of carbon oŸsets for our unavoidable emissions remains

a component of our emission strategy, we are focussed

on investing in reduction policies as the priority.

Impact on cost to meet/

maintain carbon zero/carbon

reduce certifications

Higher supply chain costs as

businesses increase prices to

reflect a higher carbon price

PHYSICAL

Rising

temperatures

Increases in heatwaves may lead to increased energy

consumption through operation of air conditioning across

our premises during peak electricity demand periods. This

could increase KMD’s operational costs. Higher temperatures

could reduce seasonal need for insulation products.

Increased capital and

operational expenditure

Impact on market demand

for insulation products

FloodingIncrease in flood risk and severity, increasing risk of damage

to owned and operated oŸice, store and warehouse network.

Damage to capital assets,

investment needed in natural

hazard defences or asset relocation

Sea level riseSea level rise impacting access to shipping lines.

Impact to coastal areas for access for water-based

recreation activities such as swimming and surfing.

Increased operational costs or

delayed delivery of goods

Impact on market demand

for water related products

Resource scarcityDeclining access to raw materials needed to manufacture

goods at aŸordable prices due to scarcity of resources.

Higher cost to produce goods

OPPORTUNITY

Investor and

customer

expectations

Opportunity to meet growing investor and customer

expectations to demonstrate leadership in climate

action, driving long term growth for KMD Brands

and an improvement in market value.

Increase share price performance

Growth in customer base

FinancingBetter access to debt capital through financing

linked to achievement of sustainability goals with

reduced interest rate for meeting targets.

Lower cost of debt

Technology

- Emerging

business models

Climate change is acting as a catalyst for disruption and is

driving development of new technologies providing opportunities

for improving the energy eŸiciency of our direct operations,

improving the resilience of our supply chain and maximising

customer engagement through responsible sourcing of

materials and sustainable innovation in our product range.

Savings in operational costs

New product

development

Development of new products and business models in

response to changing climate conditions. Opportunity to

gain competitive advantage over other businesses.

Increase in profitability and value

of the KMD Brands Group

KMD Brands has not yet modelled

how climate change will impact the

organisation across diŸerent climate-

related scenarios and over diŸerent

time horizons (short-medium-long

term). Therefore, we cannot formally

evaluate whether our strategy is

aligned to a 2°C scenario until the

conclusion of our scenario analysis

and until we receive formal feedback

from SBTi on the emission reduction

targets that we have submitted.

We intend to collaborate with other

retail industry participants, with

guidance from the New Zealand

External Reporting Board (XRB),

on any relevant sector-specific

scenarios that are developed with

reference to the NZ Climate-related

Financial Disclosures framework.

We have identified a number

of climate-related risks and

opportunities through our existing

risk management processes, as

previously reported in our CDP

disclosures. We have assessed

these risks to have the potential

RISK DESCRIPTIONIMPACT OF RISK / OPPORTUNITYPOTENTIAL FINANCIAL IMPACT

TRANSITION

ReputationKMD’s sustainability values include a commitment

to minimise our environmental footprint. Consumers

and investors expect KMD to monitor and address

environmental performance, including GHG emissions.

Failure to uphold this reputation for responsible environmental

management may damage the Company’s reputation

with consumers and investors. This risk is especially

relevant to our business given our brands' connection to

the natural environment as a supplier of outdoor apparel

and equipment, and our customers’ generally high level

of awareness of environmental sustainability issues.

Change in sales due to loss

of customer preference

Policy and

Legal - Emerging

regulation

The recent change of federal government in Australia is likely to

lead to significant change to climate policy in Australia. However,

significant uncertainty remains with draft legislation recently

presented to parliament yet to be debated and finalised.

Equally, in New Zealand, there is considerable uncertainty

regarding the suite of policy mechanisms that will be

developed to enable the objectives of the ‘Climate

Change Response (Zero Carbon) Amendment Bill’.

Although we do not anticipate any direct liability under relevant

policy mechanisms the extent to which our electricity suppliers

will be impacted, and the potential for cost-pass through is

an area of uncertainty which creates risk for our business.

The potential for the introduction of a carbon border

tariŸ for the import of goods into European markets

could also impact the margin on our goods.

Increased indirect (operating)

costs and impact on margin

to materially impact our business,

including on our operations, strategy,

and financial planning if they are

not managed appropriately. The

climate related opportunities,

when taken, have the potential to

improve our financial performance,

and also reduce our impact on

the planet. We will continue to

identify risks and opportunities as

we develop our climate reporting

in preparation for reporting

requirements under the NZ Climate-

related Disclosures standards.

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Disclose the metrics and
targets used to assess

climate-related risks and

opportunities where such

information is material

TCFD recommendations:

•Disclose the metrics used by

the organisation to assess

climate-related risks and

opportunities in-line with its

strategy and risk management

process

•Disclose Scope 1, Scope 2

and, if appropriate, Scope

3 greenhouse gas (GHG)

emissions, and the related

risks

•Describe the targets used

by the organisation to

manage climate-related

risks and opportunities and

performance against targets

METRICS AND TARGETS

As we carry out climate scenario

analysis we will gain a deeper

understanding of the risks and

opportunities for our business.

This understanding will drive

further consideration of the metrics

we will use to both measure

and monitor climate-related

risks across our businesses.

We have recently submitted

our proposed carbon reduction

targets to Science Based

Targets initiative (SBTi) and are

awaiting formal approval. Our

climate emissions targets are:

Reduced absolute

Scope 1 and 2

emissions by a

minimum of 47% by

2030, from a FY19 base

year (4.2% per annum

emissions reduction)

Reduced absolute

Scope 3 emissions by a

minimum of 28% by

2030 from a FY19 base

year (2.5% reduction

per annum)

Our progress on these targets will be

closely monitored and we will report

on our successes and challenges

along our carbon reduction journey.

Our Group emissions inventory is

audited annually by Toitū Envirocare

and is aligned with the Greenhouse

Gas Protocol for Corporate

Accounting and Reporting.

Our FY22 gross direct Scope 1 &

2, and gross direct (mandatory)

Scope 3, emissions are reported

on pages 154 to 155.

Disclose how the organisation

identifies, assesses and

manages climate-related risks

TCFD recommendations:

•Describe the organisation’s

processes for identifying and

assessing climate-related

risks

•Describe the organisation’s

processes for managing

climate-related risks

•Describe how processes for

identifying, assessing and

managing climate-related

risks are integrated into

overall risk management

RISK MANAGEMENT

Risk management is carried out

based on policies approved by the

Board of Directors. The Group risk

policy provides written principles

for overall risk management, as well

as policies covering specific areas,

such as climate-related risks.

Specifically, KMD Brands has

risk documentation and an

assessment process in place for

the identification, classification,

review and control of business

risks and opportunities, including

climate change-related physical and

transition risks and opportunities.

At the company level, KMD Brands

maintains a Group Risk register

covering all three brands. KMD

Brands assesses the potential impact

of each identified business risk and

the likelihood of occurrence, in line

with accepted risk tolerances. This

process involves an assessment

of the inherent risk, considers the

controls currently in place, the

residual risk as a result of those

controls, and also establishes

targets to reduce the severity of

risks further to a lower level. Risks

are classified by strategic themes

in order to assign responsibility for

key actions to specific functional

managers of the business.

Risk management encompasses all

areas of the Company's activities.

Once a business risk is identified,

the risk management processes

and systems implemented by the

Company are aimed at providing

the necessary framework to enable

the business risk to be managed.

In the application of the controls

processes, opportunities for the

business are often also identified

through pro-active risk management.

Climate change aŸects various

aspects of our business and as such

identification of climate change-

related risks and opportunities is

fully integrated into our Group risk

management approach. Kathmandu,

Rip Curl and Oboz maintain a number

of risk themes within the Group risk

register relating to product safety,

service quality, supply chain and

technology that directly influence

our approach to supply chain

operation, retail store management

and product development, all of

which impact the climate-change

related impacts to our businesses.

The physical and transitional risks

of climate change, as well as the

identification of opportunities, are

assessed at an asset level including

our physical resources and products,

which informs not only our asset

management strategy, but also

our broader business strategy.

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MATERIAL ISSUES:CLIMATE CHANGE ‹ BRAND POWER
business models across our business.

One of the models implemented

is targeted at reducing packaging

waste in online deliveries. Online

delivery satchels are a prominent

form of secondary packaging

used by online retailers.

During FY22, Kathmandu shifted its

online delivery satchels from 100%

virgin plastic to 100% recycled plastic,

which can also be recycled via soft-

plastic recycling schemes. Rip Curl

has also successfully completed trials

of testing 100% recycled low-density

polyethylene (LDPE) polybags.

CHALLENGES AND

OPPORTUNITIES AHEAD

Our focus on responsibly sourced

materials, underpinned by our

commitment to designing products

for purpose and driven by innovation,

provides our brands with a significant

opportunity for diŸerentiation. We

are proud of the market leading

innovations our brands have

produced and we are committed to

the continual search for ways to have

a positive impact on the planet.

A key challenge when it comes to

our waste reduction goals is gaining

primary data from our store waste

providers as well as tracking our own

primary and secondary packaging

accurately. Moving forward we will

continue to consolidate our waste

providers and perform waste audits

across our store network to get a

clearer understanding of how much

waste we are diverting from landfill.

We will also focus on improving our

packaging monitoring systems to

gain greater transparency over the

impact of our product packaging.

Our focus on embedding circular

thinking across our businesses and

investing in innovation for circular

business systems throughout

our value chain provides us

with a significant opportunity to

demonstrate leadership amongst our

peers. FY23 will see the expansion

of the Rip Curl wetsuit takeback

programme with TerraCycle, and

the pilot of an apparel renewal

programme for Kathmandu.

Circular Business Models

OUR OBSERVATIONS

Part of our strength is our

commitment to reduce the negative

impact of our business and our

products on the natural world.

We draw on this strength when

developing innovative ways to reduce

our environmental footprint and

meet our customers’ expectations.

Increasingly unusual weather

patterns continue to impact demand.

This keeps climate action and circular

thinking in focus for both the Group

and individual brands, to enable us

to remain relevant and competitive.

We are focused on embedding

circular thinking across our

businesses and we are committed

to fostering and investing in

innovation for circular business

systems throughout our value

chain. We look for opportunities

wherever possible to eliminate the

linear take-make-waste approach to

business and keep resources in use.

OUR ACTIONS

Each of our Brands is on a journey

to increase the responsible material

content in our products. Our teams

have been sharing knowledge,

expertise and innovations to

meet the expectations of our

customers, as outdoor brands,

to address the impact of our

business on climate change.

Through our materiality assessment

process, we have identified key

material issues that matter to our

stakeholders. As a result, we have

focussed on embedding circular

"Each of our brands have

unique product category

challenges and opportunities

for increasing responsible

material content and,

ultimately, finding end of life

solutions for our products."

Frances Blundell, KMD Brands

Chief Legal & ESG OŸicer

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GOAL
Dedicated to our own-brand products

being responsibly sourced

To us, ‘responsibly sourced’ means that

our products are made, to a significant

degree, with environmentally preferred,

low climate impact materials, being

materials that are regenerative, recycled

or recyclable, bio-based, biodegradable,

responsibly farmed or grown. This goal

will be progressed at a diŒerent pace,

and in diŒerent ways, for each of our

brands. As a Group of brands, we are

focussed on continual progression

towards responsibly sourced materials

for all our own-brand products.

Each of our brands are working towards

their own specific goals relating to

increasing responsibly sourced material

content in own-brand products. We will

look to align the metrics we report on in

this area in future reporting periods, with

all brands reporting through the Textile

Exchange's Material Change Index (MCI)

in future years. The MCI is the largest

peer-to-peer comparison initiative

in the textile industry. This platform

allows us to track our progress towards

more sustainable material sourcing.

Goals and

Performance

37%

of our produced quantities are using

recycled synthetic materials.

(19% in FY21).

6,170,532

Litres of water cleaned and restored to the

environment through Bloom™ material partnership

on Footwear division.

4,506,511

Litres in FY21.

Our priority is for our range to use 50% responsibly

sourced materials by 2025. These materials

include Bloom, Eucaprene, Lenzing® EcoVero™,

Repreve™, Topgreen™, Econyl™, Sustainable

Cotton. All trims are now made with FSC paper,

recycled polyester or organic cotton.

RECYCLED SYNTHETIC MATERIALS

WATER RESTORATION

GOALS

100%

responsibly sourced cotton by 2026.

100%

apparel and accessories in preferred fibre

materials by 2030.

75%

of our wetsuit range using responsibly sourced

materials by 2030.

SUSTAINABLE COTTON

40%

of our produced quantities are using

responsibly sourced cotton.

(18% in FY21).

We source a mix of organic, recycled cotton and

cotton sourced through the Better Cotton Initiative

(BCI) to make up our responsibly sourced cotton mix.

7273KMD Brands Annual Integrated Report 2022

Global Recycled Standard certification helps us to
ensure we can verify the recycled content in our

products and responsible social, environmental and

chemical practices in their production.

>50%

GRS-certified synthetic

fibres in shoe laces, lining

materials.

100% Sustainable Cotton

We source a mix of organic, recycled

cotton and cotton sourced through

Better Cotton to make up our

sustainable cotton mix.

100%

Responsible Down Standard (RDS)

The Responsible Down Standard (RDS)

aims to ensure that down and feathers

come from animals that have not been

subjected to any unnecessary harm.

>95%

Finished leathers in all our footwear

sourced from Leather Working

Group certified tanneries.

TEXTILE EXCHANGE MATERIAL CHANGE INDEX SCORE

MCI gives us a way of tracking

the industry’s progress towards

better materials sourcing as well as

alignment with global eŸorts like the

Sustainable Development Goals and

the transition to a circular economy.

CottonPolyesterPolyamide

Manmade cellulosicsWoolDown

(Companies that are

pioneering industry

transformation)

SUSTAINABLE COTTON

RESPONSIBLE DOWN STANDARD

The Responsible Wool Standard (RWS) ensures

that wool comes from farms that have a progressive

approach to managing their land, practice holistic

respect for animal welfare of the sheep and

respect the Five Freedoms of animal welfare.

42%

of current product styles are using

RWS certified wool.

31%

increase year on year

RESPONSIBLE WOOL STANDARD

LEATHER WORKING GROUP

GLOBAL RECYCLED STANDARD

45 million

and counting

45,129,642 plastic bottles* recycled

back into products since we started

counting in 2015.

8 million

this year*

PLASTIC BOTTLES RECYCLED

*500ml Bottles

The Leather Working Group is using industry

collaboration to work towards improving the

sustainability of the leather value chain.

100%

Leather Working Group certified leather

uppers by 2023.

100%

PFAS/PFC-free non-wicking treatments and

waterproof membranes by 2025.

Innovate in use of bio-based materials using a

minimum of 22% bio-based certified content in

upper materials and midsoles by 2030.

GOALS

7475KMD Brands Annual Integrated Report 2022

100%

Responsible Wool Standard (RWS) by 2025.

All polyester recycled or recyclable by 2030.

Prioritise biochemistry over petrochemistry

in innovation and performance development.

GOALS

Strengthening Our Product
Sustainability Pillars

The Oboz product sustainability

strategy is built on three pillars

- durability, materials and

process. Durability is part of our

promise to customers to be as

true to the construction of our

footwear as we are to the trail.

We rigorously test everything in

the lab and in the field. Our range

of environmentally-preferred

materials continues to grow as

we expand the use of recycled,

bio-based and biodegradable

components in our footwear.

Process includes working to identify

harmful chemicals and eliminate

them from our processes. A Chemical

Policy & Restricted Substance List

was created and put into place

this year based on the strictest

global standards as set forth by

Apparel & Footwear International

RSL Management Group (AFIRM).

All of our factories and more than

90% of the most important material

suppliers have already signed onto

the new policy. We are continuing

to onboard more suppliers with

a goal of 100% next year.

Through this implementation, we

found the pigskin leather on the

tongue of the Bridger boot tested

positive for chemical compounds

on the restricted substances

list. To mitigate this, we sourced

vegan (synthetic) materials to

replace the pigskin leather. The

vegan leather supply is more

regulated than traditional pigskin

tanneries. This proved to be a

tangible example of how the new

chemical and restricted substance

policy will help us continuously

improve our products and make

sure they are safe for workers,

consumers and the environment.

Process improvements have also

been made this year. We have

fully transitioned to digital 3D

design and development. This

cuts waste - removing up to 700

pairs of samples from our process

per year. It also helps us make

better decisions throughout the

development - from factory to sales.

Making season colour changes

digitally means we can respond to

the market and the latest consumer

trends with these decisions.

CASE

STUDY

An Important Step

Towards Circularity

After four years of development,

the launch of our new NXT-

Level Bio Down Jacket marks

an important step on our

commitment to responsibly

sourced content in our products.

"The 'what' and the 'how' of this

product are not as important as the

'why'," says Manu Rastogi, Head of

Product Innovation and Product

Sustainability. "Our industry produces

100 billion units of clothing every

year. Less than 1% of all the materials

used in those products are recycled

back into new textiles, according to

the Ellen Macarthur Foundation."

Advanced recycling technology

needed to solve this problem is

still in its infancy and Manu says,

"We cannot aŸord to wait."

Bio Down is designed to buy time.

The product is engineered to last for

decades. And if it does eventually find

its way to landfill, the nylon material

has been treated to biodegrade

in anaerobic landfill conditions.

"The way textiles are engineered

today, there are so many types of

material in each garment," Manu

says. "The ability to sort these

materials at the end of use is a

key bottleneck to recycling."

The NXT-Level Bio Down jacket

was originally designed to make

recycling easier, but the slow

progress of recycling facilities

caused the team to switch gears

to a biodegradable product. The

inner and outer fabric is 100% nylon

66 – as are the zips and thread. The

design team innovated to replace

trims and pulls that would normally

be made from diŸerent materials.

These solutions are an important

step towards circularity. To get

the rest of the way, Manu says we

will need to build an ecosystem.

"The key challenge is that we don't

have the infrastructure for advanced

recycling, so we are working on what

we can do in terms of partnerships

and policies to create an ecosystem

that properly addresses textile waste."

CASE

STUDY

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KMD BRANDS FY22 OPERATIONAL
WASTE BREAKDOWN

TOTAL OPERATIONAL WASTE DIVERTED

FROM LANDFILL DURING FY22

WAREHOUSES

STORES

OFFICES

We are committed to reducing

the waste footprint created

across our businesses. Through

adopting a philosophy of waste

elimination by design we refuse

unnecessary waste, reduce the

waste we produce wherever

possible and focus on repurposing

and recycling of resources.

One of the ways we are exploring

ways to reduce our waste footprint

is examing our use of polybags.

Polybags are clear plastic bags

that protect a garment during

transit from manufacturing sites to

distribution centers and onwards

to retail stores and consumers’

homes (through ecommerce).

Most polybags are made from

low-density polyethylene (LDPE)

sourced from petroleum.

Unfortunately, polybags are

necessary as the outright removal

of polybags would cause more

environmental impact through

damage to product than the

continued production and

disposal of polybags. Removal

of polybags during product

transportation would cause a

significant increase in damage

and wastage of our products.

5

Introducing recycled polybags into

our supply chain is our first step

towards reducing the number of

new pure LDPE bags our brands

use. In the coming years, we plan

to phase out our use of pure

LDPE polybags and introduce

100% recycled LDPE polybags.

5. FashionforGood_Polybags_in_the_Fashion_

Industry_Whitepaper-1.pdf

GOALS

Commercialised brand-led circular business

models for product take back, renewal, repair,

re-commerce or recycling

Reduced operational and packaging

waste including:

•Diversion of 90% of waste to landfill from our direct

operations by 2030

•All primary and secondary packaging and

promotional material is recyclable or made using

recycled materials by 2030

Goals and

Performance

36%

including paper & cardboard, mixed recycling, soft

plastics, neoprene oŸcuts and composting

58%

33%

9%

7879KMD Brands Annual Integrated Report 2022

Starting the
Circularity Journey

CASE

STUDY

When it comes to end-of-use

for apparel, there are not many

good solutions. The average

Australian dumps 23kg of

clothing in landfill each year.

6

Brands also accumulate large

quantities of returns and excess

inventory in their distribution centres.

These products have little value

under today’s model, despite much

of it only having minor issues.

Without an eŸective system

to capture the value of the

product materials, this product is

destined for landfill as ‘waste’.

As a first step on our journey toward

solving this textile waste issue and

building circular business models,

Kathmandu completed a deep

dive into our unsellable products

that have minor issues and might

unnecessarily end up in landfill.

We completed a circular mapping

project that analysed our current

systems to see where our textile

waste streams were occurring and

what solutions we could find.

We found that Kathmandu’s factory

defective rate is insignificant

at only around 0.001%.

The main source of apparel waste

is generated from retail damaged

stock or customer returns. This

is still a small proportion of our

product sold (customer returns

are less than 1%) but solutions

developed here will help reduce

textile waste being sent to landfill.

After analysing a sample of

our textile waste we found that

85% of these items could be

feasibly cleaned, repaired, and

resold as a renewed item.

We have now committed to

a pilot programme which will

launch in 2023. This will test our

customers appetite for purchasing

renewed products and will help

us grow our repair capabilities.

With the help of AUD $150,000

grant funding from Sustainability

Victoria’s Circular Economy

Business Innovation Centre

(CEBIC) we are committed to

launching this pilot by June 2023.

How Rip Curl Saved 136 Tonnes

of Neoprene from Landfill

CASE

STUDY

Our world-first wetsuit

take-back programme has

expanded around the globe.

Working with US-based recyclers

TerraCycle since 2021, we

have recycled more than 2,500

wetsuits – or around 3 tonnes of

neoprene – into soft-fall matting

for playgrounds and outdoor gyms.

On the back of this success, the

programme will be expanded to

customers in the US, France, Spain

and Portugal in September 2022.

“We are doing this as a commitment

to establishing and integrating

circular models into our brand.,”

says Shasta O’Loughlin, KMD

Brands Head of ESG.

“Providing services to repair

damaged suits has always been a

priority, and now we are supporting

our customers even further.”

Wetsuits are hard to recycle, and

Shasta explains that this is a

problem the company has been

trying to solve for many years.

“They either end up in opportunity

shops or piled up in a cupboard in

people’s garages - and eventually

in the general waste bin and

then landfill,” Shasta says.

The programme, currently running

at 27 stores across Australia,

accepts wetsuits from any brand.

At TerraCycle, the zips, elastic

and metal tags are removed

before the neoprene is sent to a

processor for crumbling and then

repurposing into soft-fall matting.

Approximately 50% of our neoprene

oŸcuts from our Onsmooth factory

in Thailand are also being recycled

into carpet underlay by Airstep

Australia. In the first year of the

program, 133 tonnes of neoprene

was diverted from landfill.

“The program has proven

successful, so we have locked in

an ongoing agreement to ship

one container of waste to Airstep

each month,” says Shasta.

6. https://www.dcceew.gov.au/environment/

protection/waste/product-stewardship/

textile-waste-roundtable

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KMD Brands ended this year
with a strong balance sheet

position, following a record

Group sales result, with growth

across all sales channels.

However this was tempered by

the continued eects of COVID,

particularly in the first half of

FY2022 with negative impacts of

store closures and international

freight cost pressure.

Rip Curl continued its strong

performance, growing in all key

markets. The brand had particularly

strong performance in Australasia

and went from strength-to-

strength in the US market.

Supply chain challenges within

Oboz hampered deliveries in the

first half of the year with only half

of orders delivered. The supply

chain normalised in the second part

of the year and a strong forward

order book will help with product

expansion and growth for the future.

We had ongoing supply chain

problems with wetsuits and we had

to react by bringing forward buying

cycles and acting to secure supply.

CFO Update

COVID lockdowns also played a

role in Australasia. At one stage

the entire store network was shut,

so it has been good to see return

of bricks and mortar stores.

Kathmandu had a challenging

first half so it was pleasing to

see record profitability in their

key winter trading period.

OUR SUSTAINABILITY

LINKED LOAN

Last year, KMD Brands secured what

was then New Zealand’s largest

sustainability linked loan. The A$100

million loan is tied to environmental,

social and governance (ESG) targets.

If the targets are hit, the interest

rate on the loan decreases.

In the first year, our emissions

reduction target was achieved for

Kathmandu and the discount level

was triggered. As reported by Toitū

Envirocare, Kathmandu’s Scope

1 and 2 emissions saw a 38.2%

reduction from the 2019 baseline

year. This result was significantly

impacted by store closures and

we don’t expect to see the same

level of reduction next year.

We set a target to have 100% of our

Tier 1 suppliers – and at least one

Tier 2 supplier for each brand –

accountable to our code of conduct.

While we managed to improve on our

baseline number, COVID prevented

access into 8 factories preventing

us from achieving this goal and no

discount was triggered. Our supply

chain partners, Elevate, reported

that as at the loan anniversary date

in May 2022, 91% of KMD Brands

Tier 1 suppliers were accountable

to our code of conduct, which was

verified by third party auditing. This

is a good outcome considering the

challenge of consolidating three

global supply chains under a single

social compliance program. We met

our 100% target for Tier 2 suppliers.

We’re on track to achieve two other

targets this year. Having approved

targets lodged with the Science

Based Targets initiative (SBTi) was

not expected to be achieved in year

one of the loan, but KMD Brands

has submitted its targets and is

awaiting approval so we expect to

achieve this in the coming year.

Likewise, B Corp certification for

all three brands was not expected

this year, but will kick oŸ initial

certification for Rip Curl and Oboz

and recertification for Kathmandu

soon. We hope to have all three

brands certified in FY23.

For my role as Chief Financial

OŸicer, these targets have much

wider consideration than the

sustainability linked loan. There are

both financial risk and regulatory

risks for the Group if we do not

bring all the brands along and make

ESG a key pillar of what we do.

Where we open stores, how our

power is supplied, how we deal

with workers – all of the ESG

issues now permeate throughout

our wider organisation.

Of course it’s the right thing to

do for people and the planet

but we also expect these

investments to drive value for us.

Chris Kinraid

Group Chief Financial Oicer

FINANCING OUR IMPACT

Introduction

IN THIS SECTION

The consolidated financial

statements have been

presented in a style which

attempts to make them less

complex and more relevant to

shareholders. We have grouped

the note disclosures into six

sections: ‘Basis of Preparation’,

‘Results for the Year’, ‘Operating

Assets and Liabilities’, ‘Capital

Structure and Financing Costs’,

‘Group Structure’ and ‘Other

Notes’. Each section sets out

the accounting policies applied

in producing the relevant notes.

The purpose of this format

is to provide readers with a

clearer understanding of what

drives financial performance

of the Group. The aim of

the text boxes is to provide

commentary on each section

or note, in plain English.

KEEPING IT SIMPLE

Notes to the consolidated

financial statements provide

information required by

accounting standards or

NZX Listing Rules to explain

a particular feature of the

financial statements. The

notes that follow will also

provide explanations and

additional disclosures to

assist readers’ understanding

and interpretation of the

annual report and the

financial statements.

CONTENTS

83CFO Update

84Directors’ Approval of Consolidated Financial Statements

85Consolidated Statement of Comprehensive Income

86Consolidated Statement of Changes in Equity

87Consolidated Balance Sheet

88Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

90Section 1: Basis of Preparation

94Section 2: Results for the Year

103Section 3: Operating Assets and Liabilities

116Section 4: Capital Structure and Financing Costs

125Section 5: Group Structure

128Section 6: Other Notes

132Auditors’ Report

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Consolidated Statement of
Comprehensive Income

For the Year Ended 31 July 2022

Section2022

NZ$’000

2021

NZ$’000

Restated

Sales¿À¿ÁÂÁÃÄÅ¿)Á¿¿ÃÂÁ¿

Cost of sales(ÆÅÇÃÅÈÁ)(ÇÄÉÃÉÂÅ)

Gross profit ÊÂÈÃÂÇÇ)ÊÆÉÃÈ¿¿

Other income¿À¿ÁÃÄÊÂ)¿ÁÃÉÈÊ

Selling expenses(¿ÇÉÃÆÈÅ)(¿ÉÂÃÉÉÊ)

Administration and general expensesÉÀÆ(ÉÂÊÃÉÁÈ)(ÉÆÁÃÆÉÅ)

(ÇÁÈÃÂÁÁ)(ÇÇÂÃÇÈÅ)

Earnings before interest, tax, depreciation, and amortisationμ¶· ̧·¹º)»¼º ̧»½»

Depreciation and amortisationÉÀÆ, ÇÀ¿-ÇÀÆ(ÉÉ¿ÃÊÉÈ)(ÉÉÆÃÁ¿)

Earnings before interest and tax½¶ ̧ºμ¾)¾· ̧»·¼

Finance incomeÇÁÆ)ÄÇÆ

Finance expenses(ÉÆÃÉÄÂ)(ÉÂÃÇÉÉ)

Finance costs (net)ÆÀÉÀÉ(ÉÇÃÂÁÇ)(ÉÈÃÆÂÂ)

Profit before income tax¿¹ ̧½»¿)¶» ̧¾μ¹

Income tax expenseÉÀÆ, ¿ÀÇ(ÉÈÃÂÁÂ)(ÉÉÃÆÈÄ)

Profit after income tax¹½ ̧¾»¾)½μ ̧¹º¿

Profit for the year attributable to:

Shareholders of the CompanyÇÊÃÁÊ¿)ÈÅÃÁÄ¿

Non-controlling interestÄÂÈ)ÇÈÇ

Other comprehensive income / (expense) that may be recycled through profit or loss:

Movement in cash flow hedge reserve ÆÀÇÀ¿É¿ÃÈÂÉ)ÊÊÁ

Movement in foreign currency translation reserveÆÀÇÀ¿ÇÈÃÉÄÄ)(ÉÂÃÊ¿Â)

Movement in other reservesÆÀÇÀ¿-)ÉÆ

Other comprehensive income / (expense) for the year, net of taxº¾ ̧¾¿·)(μ½ ̧·¿º)

Total comprehensive income for the year¾¿ ̧½¾¶)ºº ̧¹·μ

Total comprehensive income for the year attributable to:

Shareholders of the CompanyÄÆÃÊÂÈ)ÆÆÃÉÉÉ

Non-controlling interestÉÃÉÉÉ)¿ÄÅ

Basic earnings per shareÉÀÆ, ¿ÀÆÊÀÉcps)ÄÀÈcps

Diluted earnings per shareÉÀÆ, ¿ÀÆÊÀÅcps)ÄÀÈcps

Weighted average basic ordinary shares outstanding (‘000)¿ÀÆÂÅÁÃÅÅÉ)ÂÅÁÃÅÅÉ

Weighted average diluted ordinary shares outstanding (‘000)¿ÀÆÂÉÂÿÈÈ)ÂÉÇÃÅÅÈ

Directors’ Approval of Consolidated

Financial Statements

For the Year Ended 31 July 2022

AUTHORISATION FOR ISSUE

The Board of Directors authorised the issue of these Consolidated Financial Statements on 20 September 2022.

APPROVAL BY DIRECTORS

The Directors are pleased to present the Consolidated Financial Statements of KMD Brands Limited for the year ended

31 July 2022 on pages 85 to 131.



David KirkDate

Michael DalyDate

For and on behalf of the Board of Directors

20 September 2022

20 September 2022

KMD Brands Annual Integrated Report 20228485

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Consolidated Balance Sheet
For the Year Ended 31 July 2022

Section2022

NZ$’000

2021

NZ$’000

Restated

ASSETS

Current assets

Cash and cash equivalentsÇÀÉÀ¿ÂÅÃÄÉÅÉÆ¿ÃÈÉÆ

Trade and other receivablesÉÀÆ, ÇÀÉÀÇÉÅÊÃÊ¿ÈÂÅÃÅÈ¿

InventoriesÇÀÉÀÉ¿ÁÊÃÊ¿¿¿ÉÈÃÊÆÊ

Derivative financial instrumentsÆÀ¿ÁÃÁÇÈÊÿÄÊ

Current tax assetÇÃÈÆÅÇÃÆÇÅ

Other current assetsÇÀÉÀÊ¿ÃÆÇÆ¿ÃÇ¿Å

Total current assetsº¾¶ ̧¾½¾ºº¼ ̧»¿½

Non-current assets

Trade and other receivablesÇÀÉÀÇÉÃÊÄÄÉÃÊÆÁ

Property, plant and equipmentÇÀ¿ÂÁÿÆÇÂÁÃ¿ÄÆ

Intangible assetsÉÀÆ, ÇÀÇÂÉÁÃÇ¿¿ÈÄ¿ÃÅÅÁ

Deferred tax assetsÉÀÆ, ¿ÀÇÉÆÃÅÂÄÉÊÃÆÁ¿

Right-of-use assetsÇÀÆÀÉ¿ÊÅÃÇ¿¿Æ¿ÃÈÂÂ

Total non-current assetsμ ̧¼½º ̧½¼¹μ ̧¼»μ ̧¼μμ

Total assetsμ ̧¿¿» ̧º¶μμ ̧º½μ ̧»½¶

LIABILITIES

Current liabilities

Trade and other payablesÇÀÉÀÈÉÁÆÃÅÇÆÉÆÁÿÅÈ

Derivative financial instrumentsÆÀ¿-ÉÃÅÂÁ

Current tax liabilitiesÉÃÄÉÈÉÅÃÉÊÁ

Lease liabilitiesÇÀÆÀ¿ÂÊÿÁÇÂÊÃÊ¿

Total current liabilities»¶μ ̧μº¹»¹½ ̧¼μ½

Non-current liabilities

Trade and other payablesÇÀÉÀÈÉÂÿÆÈÉÆÃÄÉÄ

Interest bearing liabilitiesÆÀÉÉÉÅÃÄÄÉÉÅÊÃÊÁÂ

Deferred tax liabilities¿ÀÇÁÇÃÆÆÁÄÈÃÉÄ¿

Lease liabilitiesÇÀÆÀ¿¿ÅÁÿÁÆ¿ÅÇÃÈÁÁ

Total non-current liabilitiesº¹¼ ̧¾¶¼ºμ¼ ̧»·½

Total liabilities¶¼» ̧¼μ¹½º½ ̧¹μ»

Net assets¾¿¼ ̧º¿¾¾μº ̧·¿¿

EQUITY

Contributed equity - ordinary sharesÆÀÇÀÉÈ¿ÈÃÇÄÅÈ¿ÈÃÇÄÅ

ReservesÆÀÇÀ¿ÉÊÃÄ¿Â(¿ÊÃÊÇÉ)

Retained earningsÉÀÆ¿ÅÇÃʿʿÉÅÃÅÇÈ

Non-controlling interestÆÃÂ¿ÈÆÃÅÂÅ

Total equity¾¿¼ ̧º¿¾¾μº ̧·¿¿

Consolidated Statement of

Changes in Equity

For the Year Ended 31 July 2022

Share

capital

NZ$’000

Cash

flow

hedge

reserve

NZ$’000

Restated

Foreign

currency

translation

reserve

NZ$’000

Share-

based

payments

reserve

NZ$’000

Other

reserves

NZ$’000

Retained

earnings

NZ$’000

Restated

Non-

controlling

interest

NZ$’000

Total

equity

NZ$’000

Restated

Balance as at 31 July 2020½»½ ̧¹¾¼(¿ ̧μºμ)(μ» ̧¼μ¾)½¼¾(½μ)μ½¹ ̧½¼¹º ̧¼¼¶¶¶¶ ̧¹¶¾

Profit after tax-----ÈÅÃÁÄ¿ÇÈÇÈÉÃÇÆÊ

Other comprehensive income-ÊÊÁ(ÉÂÃÆÆÆ)-ÉÆ-(ÄÇ)(ÉÈÃÁÊÆ)

Dividends paid-----(ÉÆÃÉÄÅ)-(ÉÆÃÉÄÅ)

Issue of share capital--------

Share based payment expense---ÉÃÂÁÄ---ÉÃÂÁÄ

Lapsed share options---(ÊÄ)-ÊÄ--

Deferred tax on share-based

payment transactions

---¿ÄÁ---¿ÄÁ

Amounts transferred to initial

carrying amount of hedged items

-ÊÃÁ¿Ç-----ÊÃÁ¿Ç

Acquisition of remaining shares in

non-controlling interest

-----(Æ¿Â)(¿ÉÂ)(ÈÆÆ)

Balance as at 31 July 2021½»½ ̧¹¾¼μ ̧¹ºμ(»· ̧º½»)» ̧½¹¶(º¶)»μ¼ ̧¼¹½

º ̧¼¶¼¾μº ̧·¿¿

Profit after tax-----ÇÊÃÁÊ¿ÄÂÈÇÈÃÄ¿Ä

Other comprehensive income-É¿ÃÈÂÉÇÊÃÁÊÇ---¿ÇÊÆÄÃÄÊÁ

Dividends paid-----(Æ¿ÃÊÆÅ)-(Æ¿ÃÊÆÅ)

Issue of share capital--------

Share based payment expense---ÁÉÆ---ÁÉÆ

Lapsed share options---(ÂÂ)-ÂÂ--

Deferred tax on share-based

payment transactions

---(ÇÅÁ)---(ÇÅÁ)

Amounts transferred to initial

carrying amount of hedged items

-(ÂÃÂÁÆ)-----(ÂÃÂÁÆ)

Dividends paid to non-controlling

interest

------(ÆÊÊ)(ÆÊÊ)

Balance as at 31 July 2022½»½ ̧¹¾¼½ ̧»μ¾½ ̧º·μ¹ ̧μ½¿(º¶)»¼¹ ̧¿»¿º ̧¶»½¾¿¼ ̧º¿¾

KMD Brands Annual Integrated Report 20228687

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

RECONCILIATION OF NET PROFIT AFTER TAXATION WITH CASH INFLOW FROM
OPERATING ACTIVITIES

Section2022

NZ$’000

2021

NZ$’000

Restated

Profit after taxationÇÈÃÄ¿ÄÈÉÃÇÆÊ

Movement in working capital:

(Increase) / decrease in trade and other receivables(¿ÂÃÁÊÇ)ÆÃÆÂ¿

(Increase) / decrease in inventories(ÈÈÃÊÊÊ)ÄÃÉÁÅ

(Increase) / decrease in other current assetsÁÆÇÉ

Increase / (decrease) in trade and other payablesÇÉÃÂÇÈÇÃÊÅÆ

Increase / (decrease) in current tax liability(ÄÃÊÉÄ)ÇÁÄ

(ÂÉÿÄÉ)ÉÈÃÁÁÊ

Add non-cash items:

Depreciation of property, plant and equipmentÇÀ¿¿¿ÃÊ¿¿ÅÃÄÊÉ

Amortisation of intangiblesÇÀÇÉ¿ÃÇÇÁÂÃÂÇÁ

Depreciation of right-of-use assetsÇÀÆÀÉÂÂÃÈÅÊÄÈÃÇÄ¿

Impairment of assetsÇÀ¿, ÇÀÆÀÉÁÆÅÉÃÁÉÅ

Paycheck Protection Program (PPP) loan forgivenessÆÀÉ-(ÆÃÅ¿Ê)

Foreign currency translation of working capital balances(¿Ã¿ÁÆ)(ÇÃÇÉÁ)

Increase / (decrease) in deferred taxationÇÃÊÄÅ(É¿ÃÄÈÂ)

Employee share-based remunerationÈÀÇÁÉÆÉÃÂÁÄ

Loss on sale of property, plant and equipment and intangiblesÇÀ¿, ÇÀÇÈÅÊÉÃÇÇÂ

ÉÉÈÿÈÉÁÁÃÄÅÈ

Cash inflow from operating activities¾μ ̧¾¼¾μ¶¾ ̧μº½

Consolidated Statement of Cash Flows

For the Year Ended 31 July 2022

Section2022

NZ$’000

2021

NZ$’000

Restated

Cash flows from operating activities

Cash was provided from:

Receipts from customersÁÊÊÃÁÈÄÁ¿ÅÃÇÂÆ

Government grants receivedÇÃÆÅ¿ÇÃÄÁ¿

Interest receivedÇÁÆÄÇÆ

Income tax receivedÆÆÄÉÃÅÊÅ

ÁÈÅÿÉÂÁÆÈÃÉÊÅ

Cash was applied to:

Payments to suppliers and employeesÉÀÆÄÆÇÃÈÅÊ¿ÂÃÊÄ¿

Income tax paid¿¿ÃÉÄÉ¿ÆÃÁÄÂ

Interest paidÉ¿ÃÈ¿ÇÉÊÃÆÇÊ

ÄÂÄÃÆÅÁÂÈÄÃÅÅÆ

Net cash inflow from operating activities¾μ ̧¾¼¾μ¶¾ ̧μº½

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipmentƿ

Æ¿

Cash was applied to:

Purchase of property, plant and equipmentÇÀ¿¿ÉÃÊÈÂÉÊÃÅÆÆ

Purchase of intangible assetsÉÀÆ, ÇÀÇÉÉÿÈÈÉÊÃÊÄÇ

Acquisition of subsidiaries-ÉÃÅ¿Á

Ç¿ÃÄÇÇÇÉÃÈÊÈ

Net cash (outflow) from investing activities(¹» ̧¾»·)(¹μ ̧½¿º)

Cash flows from financing activities

Cash was provided from:

Proceeds from borrowingsÁÁÃÈÉÁ-

ÁÁÃÈÉÁ-

Cash was applied to:

Dividends paidÆ¿ÃÁÁÊÉÆÃÉÄÅ

Repayment of borrowingsÁÁÃÈÉÁÉ¿ÄÃÄÁÆ

Repayment of lease liabilitiesĿÿÈÊÄÁÃÂÆÁ

¿¿ÆÃÄÂÁ¿Ç¿ÃÄ¿Ç

Net cash (outflow) from financing activities(μ»¿ ̧»½¼)(»¹» ̧¾»¹)

Net (decrease) in cash and cash equivalents held(¶½ ̧»¾μ)(¾½ ̧¹¹μ)

Opening cash and cash equivalents ÉÆ¿ÃÈÉÆ¿ÇÉÃÄÄÊ

Effect of foreign exchange differencesÆÃÆÂÂ(¿ÃÁÆÅ)

Closing cash and cash equivalentsÇÀÉÀ¿¶¼ ̧¾μ¼μº» ̧½μº

KMD Brands Annual Integrated Report 20228889

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

to the carrying amounts of assets and liabilities
within the next financial year are discussed below.

Estimates and judgements are continually evaluated

and are based on historical experience as adjusted

for current market conditions and other factors,

including expectations of future events that are

believed to be reasonable under the circumstances.

Further explanation as to estimates and assumptions

made by the Group can be found in the following

notes to the consolidated financial statements:

Area of estimationSection

Goodwill and brand – assumptions underlying

recoverable value

ÇÀÇ

Foreign currency translation

The results and financial position of all the Group

entities (none of which have the currency of a

hyper-inflationary economy) that have a functional

currency diŸerent from the presentation currency are

translated into the presentation currency as follows:

•Assets and liabilities for each balance sheet

presented are translated at the closing rate

at the date of that balance sheet;

•Income and expenses for each statement of

comprehensive income are translated at average

exchange rates (unless this average is not a

reasonable approximation of the cumulative eŸect

of the rates prevailing on the transaction dates, in

which case income and expenses are translated at

the rate on the dates of the transactions); and

•All resulting exchange diŸerences are

recognised in other comprehensive income.

On consolidation, exchange diŸerences arising

from the translation of the net investment in

foreign operations, and of borrowings and other

currency instruments designated as hedges of such

investments, are taken to shareholders’ equity.

Changes in accounting policies and prior

period restatements

Details about changes in accounting policies

applied during the period are included in the

following notes to the financial statements:

Section

Impact of change in accounting policyÉÀÆ

New standards and interpretations first applied

in the period

ÈÀÄ

Other comprehensive income

Other comprehensive income reported in the

consolidated statement of comprehensive income

for the year ended 31 July 2021 has been restated to

remove the component of cash flow hedge reserve

which was transferred to the initial carrying value of the

hedged items as separately disclosed in the statement

of changes in equity ($5,923,000). The restatement

is limited to the statement of changes in equity and

other comprehensive income and has no impact on

profit, cash flow or the balance sheet of the Group.

Use of non-GAAP disclosures

At times non-GAAP disclosures have been used in the

consolidated financial statements. These disclosures

have been included as they are key measurement

criteria on which the Group and operating segments are

reviewed by the Group Chief Executive OŸicer, Group

Executive Management team and the Board of Directors.

The following non-GAAP measures are relevant to the

understanding of the Group's financial performance:

•Earnings before interest, tax, depreciation and

amortisation (EBITDA) represents earnings

before income taxes excluding interest income,

interest expense, depreciation, and amortisation,

as reported in the financial statements.

•Earnings before interest and tax (EBIT) represents

EBITDA less depreciation and amortisation.

•Net debt represents cash and cash equivalents

less interest-bearing liabilities. Net debt

does not include lease liabilities.

Non-GAAP financial information does not have

a standardised meaning prescribed by GAAP

and therefore may not be comparable to similar

financial information presented by other entities.

The non-GAAP information within the consolidated

financial statements is subject to audit.

1.1 GENERAL INFORMATION

KMD Brands Limited (the Company), formerly known

as Kathmandu Holdings Limited, and its subsidiaries

(together the Group) is a designer, marketer, retailer and

wholesaler of apparel, footwear and equipment for surfing

and the outdoors. It operates in New Zealand, Australia,

North America, Europe, South East Asia and Brazil.

The Company is a limited liability company

incorporated and domiciled in New Zealand. KMD

Brands Limited is a company registered under the

Companies Act 1993 and is an FMC reporting entity

under Part 7 of the Financial Markets Conduct Act

2013. The address of its registered oŸice is 223

Tuam Street, Central Christchurch, Christchurch.

The Company is listed on the NZX and ASX.

The consolidated financial statements of the

Group have been prepared in accordance with the

requirements of Part 7 of the Financial Markets

Conduct Act 2013 and the NZX Listing Rules.

These audited consolidated financial statements

have been approved for issue by the Board

of Directors on 20 September 2022.

1.2 SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

These consolidated financial statements have been

prepared in accordance with Generally Accepted

Accounting Practice. They comply with the New Zealand

Equivalents to International Financial Reporting Standards

(NZ IFRS) and other applicable Financial Reporting

Standards, as appropriate for for-profit entities. The

consolidated financial statements also comply with

International Financial Reporting Standards (IFRS).

The consolidated financial statements are

presented in New Zealand dollars, which is

the Group’s presentation currency.

1.2.1 Basis of preparation

The principal accounting policies adopted in the

preparation of the consolidated financial statements are

set out below. These policies have been consistently

applied to all periods presented, unless otherwise stated.

Basis of consolidation

The consolidated financial statements reported are for

the consolidated Group, which is the economic entity

comprising KMD Brands Limited and its subsidiaries.

The Group is designated as a for-profit entity for financial

reporting purposes.

Subsidiaries are consolidated from the date on which

control is obtained to the date on which control is lost.

Non-controlling interests are measured at their

proportionate share of the acquiree’s identified net

assets at the acquisition date. Changes in the Group’s

interests in a subsidiary that do not result in a loss of

control are accounted for as equity transactions.

In preparing the consolidated financial statements, all

material intra-group transactions, balances and unrealised

gains on transactions between Group companies are

eliminated. Unrealised losses are also eliminated. When

necessary, amounts reported by subsidiaries have been

adjusted to conform to the Group’s accounting policies.

Historical cost convention

These consolidated financial statements have been

prepared under the historical cost convention, as

modified by the revaluation of certain assets as identified

in the specific accounting policies provided below.

Critical accounting estimates

The Group makes estimates and assumptions

concerning the future. The resulting accounting

estimates will, by definition, seldom equal the related

actual results. The estimates and assumptions that

have a significant risk of causing a material adjustment

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Section 1: Basis of Preparation

IN THIS SECTION

This section sets out the Group’s accounting policies that relate to the consolidated financial statements as a

whole. Where an accounting policy is specific to one note, the policy is described in the note to which it relates.

KMD Brands Annual Integrated Report 20229091

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Previously reported
NZ$’000

Change in accounting policy

NZ$’000

Restated

NZ$’000

Consolidated Balance Sheet

As at 1 August 2020

Intangible assetsÈÄÁÃÁÇÊ(¿ÃÊÉÂ)ÈÄÂÃÆÉÄ

Deferred tax assetsÊÃÇÄÅÂÅÊÈÃÅÄÊ

Total assetsÉÃÊÄÂÃÆÅÊ(ÉÃÄÉ¿)ÉÃÊÄÊÃÊÁÇ

Retained earningsÉÈÊÃÆÉÊ(ÉÃÄÉ¿)ÉÈÇÃÈÅÇ

Total equityÂÂÁÃÉÁÅ(ÉÃÄÉ¿)ÂÂÂÃÇÂÄ

As at 31 July 2021

Current trade and other receivablesÈÄÃÁÇÉÉÃÉÇÉÂÅÃÅÈ¿

Intangible assetsÈÄÄÃÊÊÉ(ÈÃÊÆ¿)ÈÄ¿ÃÅÅÁ

Deferred tax assetsÉÇÃÁÂÂÉÃÊÉÊÉÊÃÆÁ¿

Total assetsÉÃÆÈÊÃÉÈÇ(ÇÃÄÁÈ)ÉÃÆÈÉÿÈÂ

Retained earnings¿ÉÇÃÁÇ¿(ÇÃÄÁÈ)¿ÉÅÃÅÇÈ

Total equityÄÉÄÃÄÊÉ(ÇÃÄÁÈ)ÄÉÆÃÁÊÊ

Consolidated Statement of Cash Flows

Year ended 31 July 2021

Payments to suppliers and employees¿¿ÃÈÊÈÆÃÁ¿È¿ÂÃÊÄ¿

Net cash inflow from operating activitiesÉÄÇÃÅ¿(ÆÃÁ¿È)ÉÂÄÃÉÆÈ

Purchase of intangibles¿ÅÃÊÅÁ(ÆÃÁ¿È)ÉÊÃÊÄÇ

Net cash (outflow) from investing activities(ÇÈÃÊÄÅ)ÆÃÁ¿È(ÇÉÃÈÊÆ)

1.3 IMPACT OF COVID±19

COVID has continued to have an impact on the Group,

with local and global restrictions on movement, travel

and gatherings resulting in a sustained reduction

in footfall. Stores across Australia and New Zealand

were significantly impacted by government mandated

lockdowns and closures during the first quarter.

There continues to be uncertainties due to the

COVID-19 pandemic that may aŸect the Group’s ability

to achieve future forecasts and the consequential

impacts on the carrying value of goodwill and

other finite life intangible assets (note 3.3).

Despite the continuing impact of COVID, the

Directors are satisfied that there will be adequate

cash flows generated from operating and financing

activities to meet the obligations of the Group for

a period of at least 12 months from the date of

approving the consolidated financial statements.

The Group was fully compliant with all banking covenants

during the year and, based on the current cash flow

forecasts, the Group expects to remain compliant with

all covenants for at least 12 months from the date of

approving the consolidated financial statements.

Taking into consideration the current trading

results, the net debt of $40,071,000 (2021: net

cash $37,017,000) and undrawn cash facilities of

$195,290,000 (2021: $187,115,000) as at 31 July

2022 (note 4.1), the financial statements continue

to be prepared on a going concern basis.

1.4 IMPACT OF CHANGE IN

ACCOUNTING POLICY

During the year ended 31 July 2022 the Group revised

its accounting policy in relation to configuration and

customisation costs incurred in implementing Software-

as-a-Service (SaaS) cloud computing arrangements.

This was in response to the IFRIC agenda

decision, issued in April 2021, clarifying its

interpretation of how current accounting standards

apply to these types of arrangements.

The IFRIC decision has clarified that because SaaS

arrangements are service contracts that provide the

Group with the right to access the cloud provider’s

application software over the contract period, costs

to configure or customise this software should be

recognised as operating expenses when the services are

received, unless the criteria for recognising a separate

intangible asset that the Group controls are met. If the

costs to customise the software are significant and not

distinct from the underlying use of the SaaS software,

they are expensed over the SaaS contract term.

The Group’s previous accounting policy was to record

these configuration and customisation costs as part

of the cost of an intangible asset and amortise these

costs over the useful life of the software assets. The

revised accounting policy is included in note 3.3.

As a result of the change in this accounting policy

the Group has restated the prior period financial

statements. A summary of the impact of the change

in accounting policy on the Group’s consolidated

financial statements is provided below.

Previously reported

NZ$’000

Change in accounting policy

NZ$’000

Restated

NZ$’000

Consolidated Statement of Comprehensive Income

Year ended 31 July 2021

Administration and general expenses(ÉÆÊÃÈÆÉ)(ÇÃÂÈÁ)(ÉÆÁÃÆÉÅ)

Depreciation and amortisation(ÉÉÊÃÄÆÂ)ÄÂÊ(ÉÉÆÃÁ¿)

Profit before income taxÂÊÃÂÅÂ(¿ÃÄÁÆ)¿ÃÄÉÇ

Income tax expense(ɿÿÂÄ)ÄÉÅ(ÉÉÃÆÈÄ)

Profit after income taxÈÇÃÆ¿Á(¿ÃÅÄÆ)ÈÉÃÇÆÊ

Basic earnings per shareÄÀÁcps(ÅÀÇcps)ÄÀÈcps

Diluted earnings per shareÄÀÄcps(ÅÀ¿cps)ÄÀÈcps

KMD Brands Annual Integrated Report 20229293

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

31 July 2022Rip Curl
NZ$’000

Kathmandu

NZ$’000

Oboz

NZ$’000

Corporate

NZ$’000

Total

NZ$’000

Total segment salesÊÇÈÃÄÇÅÇÄÉÃÈ¿ÄȿÿÁÄ-ÁÄÅÃÂÊÈ

Sales to internal customers--ÁÊÆ-ÁÊÆ

Sales to external customers¿¹½ ̧¾¹¼¹¾μ ̧½»¾½μ ̧¹ºº-·¶· ̧¾¼»

EBITDA·¿ ̧º½»¾¶ ̧½º»¹ ̧½ºμ(½ ̧¾μμ)μ¶· ̧·¹º

Depreciation and amortisation(ÆÄÃÂÅÅ)(È¿ÃÊÊÊ)(ÉÿÊÊ)(È)(ÉÉ¿ÃÊÉÈ)

EBITº½ ̧¶½»»¿ ̧¼¾¶» ̧¹¾½(½ ̧¾μ¶)½¶ ̧ºμ¾

Income tax expense(ÉÉÃÄÇÁ)(ÂÃÅÉÂ)(¿)¿ÃÄÇÉ(ÉÈÃÂÁÂ)

Total segment assets¶º¼ ̧¶¶¾½º· ̧»¼¿μ¿¾ ̧¶·¹¹ ̧½·¿μ ̧¿¿» ̧º¶μ

Total assets include:

Non-current assetsÆÈÊÃÉÊ¿ÆÄ¿ÃÄÂÇÉÉÈÃÊÂÄ-ÉÃÅÈÆÃÈÅÇ

Additions to non-current assetsÊÊÃÈ¿ÁÊÊÃÉÊÁÁÂÊ-ÉÉÉÃÂÈÇ

Total segment liabilities»·¹ ̧¾¼º»¶¼ ̧º¶·»½ ̧¾º¹μμ¼ ̧¾¾¶¶¼» ̧¼μ¹

The default basis of allocating shared costs is percentage of revenue with other bases being used where appropriate.

Sales to external customers by region

2022

NZ$’000

2021

NZ$’000

AustraliaÊÅÄÿÊÄÆÂÂÃÅÊÆ

New ZealandÉÉÇÃÁÆÇÉ¿ÅÃÂÆÈ

North AmericaÉÁÊÃÂÉÇÉÁÊÃÇÉÂ

EuropeÁÁÃÂÆÂÁÅÃÆÉÄ

Rest of worldÈ¿ÃÉÆÉÇÁÿÊÂ

ÁÂÁÃÄÅ¿Á¿¿ÃÂÁ¿

Sales to external customers by channel

2022

NZ$’000

2021

NZ$’000

RetailÊÊÊÃÂÇ¿ÊÇÄÃÈÉÅ

OnlineÉÅÁÃÊÊÈÁ¿ÃÅÉÂ

WholesaleÇÅ¿ÃÉÅɿĿÃÊÉÂ

LicensingÉ¿ÃÅÅÅÁÃÅÇÂ

OtherÆÉÇÈÉÉ

ÁÂÁÃÄÅ¿Á¿¿ÃÂÁ¿

Non-current assets by region

2022

NZ$’000

2021

NZ$’000

Restated

AustraliaÈÈÄÃÊÆÆÈÊÆÃÂÈÅ

New ZealandÉÄÅÃÅÈÈÉÂÈÃÈÇÆ

North AmericaÉÄÅÃÇÇÆÉȿÿÂÇ

Europe¿ÉÃÄÁÇÉÊÃÂÈÊ

Rest of worldÉÇÃÂÈÈÉÉÃÊÂÁ

ÉÃÅÈÆÃÈÅÇÉÃÅ¿ÉÃÅÉÉ

Section 2: Results for the Year

IN THIS SECTION

This section focuses on the results and performance of the Group. On the following pages you will find disclosures

explaining the Group’s results for the year, segmental information, taxation and earnings per share.

2.1 SEGMENT INFORMATION

An operating segment is a component of an entity

that engages in business activities that earns revenue

and incurs expenses and where the chief decision

maker reviews the operating results on a regular

basis and makes decisions on resource allocation.

The Group has three operating segments, representing

three brands owned by the Group and a corporate

segment. These segments have been determined based

on the reports reviewed by the Group Chief Executive

OŸicer and Group Executive Management team.

These segments have changed from those reported

as at 31 July 2021 to reflect changes in the Group’s

internal organisation and reporting, and to include the

Software-as-a-Service restatement described in note 1.4.

Comparative information has been restated accordingly.

Rip Curl – designer, manufacturer, wholesaler

and retailer of surfing equipment and apparel.

Kathmandu – designer, retailer, and wholesaler of apparel,

footwear, and equipment for outdoor travel and adventure.

Oboz – designer, wholesaler and online retailer of

outdoor footwear.

The corporate segment represents Group costs,

holding companies and consolidation eliminations and

constitutes other business activities that do not fall

within the brand segments.

31 July 2021 – RestatedRip Curl

NZ$’000

Kathmandu

NZ$’000

Oboz

NZ$’000

Corporate

NZ$’000

Total

NZ$’000

Total segment salesÆÁÅÃÆÇÁÇÊÂÃÇÈÇÂÄÃÇÊÅ-Á¿ÈÃÉÊ¿

Sales to internal customers--ÇÃÇÈÅ-ÇÃÇÈÅ

Sales to external customersº·¼ ̧º¹·¹¿¶ ̧¹½¹¶º ̧··¼-·»» ̧¶·»

EBITDAμ¼¹ ̧ººμ·º ̧·¿¾μμ ̧¾¹¼(¿ ̧·½¶)»¼º ̧»½»

Depreciation and amortisation(ÆÁÃÄÁÊ)(ÈÆÃÆÁÂ)(ÊÂÊ)(Ê)(ÉÉÆÃÁ¿)

EBIT¿¹ ̧¿º½¹¼ ̧º½μμμ ̧»¿¿(¿ ̧·¶»)¾· ̧»·¼

Income tax expense(¿Ã¿ÄÈ)(ÉÅÃÇÇÊ)(¿ÃÄÄÊ)ÆÃÅÇÄ(ÉÉÃÆÈÄ)

Total segment assets½¿μ ̧·¹¾½½¿ ̧¶»ºμ¹½ ̧μ¿¾¶ ̧ºº¶μ ̧º½μ ̧»½¶

Total assets include:

Non-current assetsÆÇÊÿÆÊÆÄÅÃÊÊÆÉÅÊÃÉÁÊÉÂÉÃÅ¿ÉÃÅÉÉ

Additions to non-current assetsÊÇÃÆÊÄÊÉÃÈÆÊ¿ÃÇÊ¿ÉÉÅÂÃÆÄÉ

Total segment liabilities»½μ ̧»¼º»½» ̧º¿¿μ¾ ̧¶½·μ¼¹ ̧¾¾º½º½ ̧¹μ»

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In the prior year $4,025,000 of government grants
income recognised related to US Paycheck Protection

Program loans as disclosed in note 4.1. No further

amounts have been recognised as income in

the current period in respect of these loans.

Employee entitlements

2022

NZ$’000

2021

NZ$’000

Wages, salaries, and other

short-term benefits

ÉÄÁÃÄÈÆÉÄÂÃÂÅÅ

Post-employment benefitsÉÅÃÆÄÇÁÃÈÁ¿

Employee share-based

remuneration

ÁÉÆÉÃÂÁÄ

¿ÅÉÿÈÉÉÁÁÃÉÁÅ

Lease expense

The Group is a lessee. Refer to note 3.4 for further details

around the Group’s leases and lease accounting policies.

Lease amounts recognised in the consolidated

statement of comprehensive income:

2022

NZ$’000

2021

NZ$’000

Short-term lease expenseÂÃÁÄÂÆÃÇÁÄ

Low-value lease expenseÊÆÈÇÂÄ

Variable lease expenseÂÊÆ(ÆÇÉ)

Rent concessions and

abatements

(ÇÃÊÄÄ)(ÂÃÇÅÈ)

Lease outgoingsÉÊÃÆ¿ÇÉ¿ÃÁÇÄ

Depreciation right-of-use

asset (note ÇÀÆÀÉ)

ÂÂÃÈÅÊÄÈÃÇÄ¿

Interest expense related

to lease liabilities (note

ÇÀÆÀ¿)

ÄÃÆÂÈÄÃÄÂÁ

ÉÅÂÿÅÇÉÅÊÿÇÄ

Some of the property leases in which the Group is

the lessee contain variable lease payment terms

that are linked to sales generated from the leased

stores. Variable payment terms are used to link rental

payments to store cash flows and reduce fixed cost.

Overall, the variable payments constitute up to 0.7%

(2021: 0.4%) of the Group's entire lease payments.

The variable payments depend on sales and

consequently on the overall economic development

over the next few years. Considering the development

of sales expected over the next 3 years, variable

rent expenses are expected to continue to present

a similar proportion of store sales in future years.

The Group has adopted the practical expedient in

paragraph 46A of NZ IFRS 16 and elected not to

account for any rent concessions granted as a result of

the COVID-19 pandemic as a lease modification. The

amounts are recognised in profit or loss due to changes

in lease payments arising from such concessions, within

the selling, administration, and general expenses in the

consolidated statement of comprehensive income.

The total cash outflow for leases amounts to $109,163,000

(2021: $121,291,000).

2.2 PROFIT BEFORE TAX

Revenue recognition

The Group recognises revenue from the sale of

footwear, clothing and equipment for surfing and the

outdoors, and brand licencing arrangements. Revenue

comprises the fair value of the consideration received

or receivable for the sale of goods and brand licences,

excluding Goods and Services Tax and discounts,

and after eliminating sales within the Group.

Retail sales

For sales of goods to retail customers, revenue

is recognised when control of the goods has

transferred, being at the point the customer

purchases the goods at a retail outlet. Payment

of the transaction price is due immediately at the

point the customer purchases the goods.

Online sales

For online sales, revenue is recognised when control

of the goods has transferred to the customer, being

at the point the goods are delivered to the customer.

Delivery occurs when the goods have been shipped to

the customer’s specific location. When the customer

initially purchases the goods online, the transaction price

received by the Group is recognised as a contract liability

until the goods have been delivered to the customer.

Wholesale sales

For sales to the wholesale market, revenue is recognised

when control of the goods has transferred, being when

the goods have been shipped to the wholesaler’s specific

location (delivery). Following delivery, the wholesaler has

full discretion over the manner of distribution and price

to sell the goods, has the primary responsibility when on

selling the goods and bears the risks of obsolescence and

loss in relation to the goods. A receivable is recognised

by the Group when the goods are delivered to the

wholesaler as this represents the point in time at which

the right to consideration becomes unconditional, as only

the passage of time is required before payment is due.

Sales returns

Under the Group’s standard contract terms, customers

have a right of return, typically within 30 days. At the

point of sale, a returns liability and a corresponding

adjustment to revenue is recognised for those products

2022

NZ$’000

2021

NZ$’000

Sale of goodsÁÈÁÃÉÈÉÁÉÊÃÊÂÅ

Royalty revenueÉÅÃÅÆÂÈÃÁÊÅ

Commission revenueÊÁƿ¿

ÁÂÁÃÄÅ¿Á¿¿ÃÂÁ¿

A breakdown of revenue by operating segment, sales

channel and geographical area is provided in note 2.1.

Other income

2022

NZ$’000

2021

NZ$’000

Government grantsÁÃÅÈÅ¿ÂÃÁÉÄ

OtherÂÁÂÉÿÆÂ

ÁÃÄÊ¿ÁÃÉÈÊ

Government grants are not recognised until there is

reasonable assurance that the grants will be received and

that the Group will comply with the conditions attached

to them. Government grants that compensate the Group

for expenses incurred are recognised as revenue in the

statement of comprehensive income on a systematic

basis in the same period in which the expenses are

recognised. In the current period Government grants

relate to US Employee Retention Credits, wage and

other subsidies received in response to the impact

of COVID and Apprenticeship Boost payments.

Government grants of $5,652,000 (2021: nil) relating

to the current year are receivable at balance date and

have been included in other receivables in note 3.1.3.

expected to be returned. The Group uses its accumulated

historical experience to estimate the number of returns

on a portfolio level using the expected value method.

Given the consistent level of returns over previous years,

it is considered highly unlikely that a significant reversal

in the cumulative revenue recognised will occur.

Royalty revenue

Royalty revenue from brand license arrangements

is related to the provision of a right to access

the license. Revenue from sales-based royalties

is recognised based on a reliable estimate of

subsequent sales made by a licensee.

KMD Brands Annual Integrated Report 20229697

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2022
NZ$’000

2021

NZ$’000

Restated

Current income tax chargeÉÇÃÇÊÆ¿ÆÃÇÇÆ

Deferred income tax charge / (credit)ÇÃÆÆÇ(É¿ÃÄÈÈ)

Income tax charge reported in the consolidated statement of comprehensive incomeÉÈÃÂÁÂÉÉÃÆÈÄ

To understand how, in the consolidated statement of comprehensive income, a tax charge of $16,797,000 (Restated

2021: $11,468,000) arises on profit before income tax of $53,625,000 (Restated 2021: $72,813,000), the taxation charge

that would arise at the standard rate of New Zealand corporate tax is reconciled to the actual tax charge as follows:

2022

NZ$’000

2021

NZ$’000

Restated

Profit before income taxÊÇÃȿʿÃÄÉÇ

Income tax calculated at ¿ÄËÉÊÃÅÉÊ¿ÅÃÇÄÄ

Adjustments to taxation:

Adjustments due to different rate in different jurisdictionsÁÁÁÉÃÈÅÄ

Non-taxable income(¿ÃÅ¿Ê)(¿ÃÊÇÂ)

Expenses not deductible for tax purposes¿ÃÁÅÉ¿ÃÁÂÇ

Utilisation of tax losses by Group companiesÆÇ(ÉÃÇÈ¿)

Tax expense transferred to foreign currency translation reserve-(ÄÉÉ)

Adjustments in respect of prior years(ÉÇÈ)ÂÄÂ

Historic tax losses and deferred tax assets recognised-(ÁÃÊÂÄ)

Income tax charge reported in the consolidated statement of comprehensive incomeÉÈÃÂÁÂÉÉÃÆÈÄ

Adjustments for prior periods primarily arise where an outcome is obtained on certain tax matters which

diŸers from expectations held when the related provision was made. Where the outcome is more favourable

than the provision made, the diŸerence is released, lowering the current year tax charge. Where the

outcome is less favourable than the provision, an additional charge to the current year tax will occur.

During the year the Group did not recognise any previously unrecognised tax losses (2021: $9,578,000).

Taxation – Consolidated statement of comprehensive income

The total taxation charge in the consolidated statement of comprehensive income is analysed as follows:

KEEPING IT SIMPLE

This section lays out the tax accounting policies, the current and deferred tax charges or credits in the year

(which together make up the total tax charge or credit in the consolidated statement of comprehensive income),

a reconciliation of profit before tax to the tax charge and the movements in deferred tax assets and liabilities. The

Group is subject to income taxes in multiple jurisdictions. As a result there is complexity and judgement involved in

determining the worldwide provision for income taxes.

Accounting policies

Current and deferred income tax

The tax expense for the period comprises current and

deferred tax. Tax is recognised in the consolidated

statement of comprehensive income, except to the

extent that it relates to items recognised in other

comprehensive income or directly in equity. In this

case, the tax is recognised in other comprehensive

income or directly in equity, respectively.

The current income tax charge is calculated based on the

tax laws enacted or substantively enacted at the balance

sheet date in the countries where the Company and the

Company’s subsidiaries operate and generate taxable

income. Management periodically evaluates positions

taken in tax returns with respect to situations in which

applicable tax regulations are subject to interpretation

and establishes provisions where appropriate based on

amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability

method, on temporary diŸerences arising between

tax bases of assets and liabilities and their carrying

amounts in the consolidated financial statements.

However, the deferred income tax is not accounted for

if it arises from initial recognition of an asset or liability

in a transaction other than a business combination, that

at the time of the transaction, aŸects neither accounting

nor taxable profit or loss. Deferred income tax liability is

not recognised if it arises from the initial recognition of

goodwill. Deferred income tax is determined using tax

rates (and laws) that have been enacted or substantially

enacted by the balance sheet date and are expected

to apply when the related deferred income tax asset is

realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent

that it is probable that future taxable profit will be available

against which the temporary diŸerences can be utilised.

Deferred income tax is provided on temporary

diŸerences arising on investments in subsidiaries,

except where the timing of the reversal of the

temporary diŸerence is controlled by the Group

and it is probable that the temporary diŸerence

will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are oŸset when

there is a legally enforceable right to oŸset current tax

assets against current tax liabilities and when the deferred

income tax assets and liabilities relate to income taxes

levied by the same taxation authority on either the same

taxable entity or diŸerent taxable entities where there

is an intention to settle the balances on a net basis.

Goods and Services Tax (GST)

The consolidated statement of comprehensive income

and the consolidated statement of cash flows have

been prepared so that all components are stated

exclusive of GST. All items in the consolidated balance

sheet are stated net of GST, except for receivables

and payables, which include GST invoiced.

2.3 TAXATION

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Taxation – Balance sheet
The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon

during the current and prior year:

Employee

obligations

NZ$’000

Intangibles

NZ$’000

Leases

NZ$’000

Other

temporary

di©erences

NZ$’000

Restated

Reserves

NZ$’000

Tax losses

NZ$’000

Total

NZ$’000

Restated

As at 31 July 2020ÇÃÆÁÇ(ÉÉÊÃÄÄÂ)ÉÉÿÆÂÉÂÃÁ¿Æ¿ÃÁÅÂ-(ÄÅÃÇÉÈ)

Recognised in the consolidated

statement of comprehensive income

ÉÿÆÇÉÃÆÅÉÉÃÈÁÊÉÃÆÆÁ-ÂÃÅÂÄÉ¿ÃÄÈÈ

Recognised in other

comprehensive income

----(ÊÃÉ¿È)-(ÊÃÉ¿È)

Recognised directly in equity¿ÄÁ-----¿ÄÁ

Foreign exchange(ÈÂ)¿Ã¿ÊÄ(¿Å¿)(ÇÅÅ)¿Â(ÉÉÁ)ÉÃÊÁÂ

As at 31 July 2021ÆÃÁÊÄ(Éɿÿ¿Ä)É¿ÃÂÆÅÉÁÃÅÂÇ(¿ÃÉÁ¿)ÈÃÁÊÁ(ÂÅÃÈÁÅ)

Recognised in the consolidated

statement of comprehensive income

ÊÂÅÉÃÈÄ¿(ÄÁÇ)(ÊÃÊÆÆ)-ÂÆ¿(ÇÃÆÆÇ)

Recognised in other

comprehensive income

----(È¿Â)-(È¿Â)

Recognised directly in equity(ÇÅÁ)-----(ÇÅÁ)

Foreign exchangeÉÄÂ(ÊÃÂÊÇ)ÆÁÈÊÇÈ(ÉÉÉ)ÇÆÇ(ÆÃÇÅ¿)

As at 31 July 2022ÊÃÆÅÈ(ÉÉÈÿÁÁ)É¿ÃÇÆÇÉÆÃÅÈÊ(¿ÃÁÇÅ)ÄÃÅÆÆ(ÂÁÃÇÂÉ)

The deferred tax balance relates to:

•Property, plant and equipment temporary diŸerences arising on diŸerences in accounting and tax depreciation rates

•Employee benefit accruals

•Brands and customer relationships

•Unrealised foreign exchange gain / loss on intercompany loans

•Realised gain / loss on foreign exchange contracts not yet charged in the consolidated statement of

comprehensive income

•Lease accounting

•Inventory provisioning

•Temporary diŸerences on the unrealised gain / loss in hedge reserve

•Employee share schemes

•Historic tax losses recognised

•Other temporary diŸerences on miscellaneous items

2022

NZ$’000

2021

NZ$’000

Movement in cash flow hedge reserve before taxÉÇÿÁÄÊÃÈÄÊ

Tax credit / (charge) relating to cash flow hedge reserve(È¿Â)(ÊÃÉ¿È)

Movement in cash flow hedge reserve after taxÉ¿ÃÈÂÉÊÊÁ

Foreign currency translation reserve before taxÇÈÃÉÄÄ(ÉÂÃÊ¿Â)

Tax credit / (charge) relating to foreign currency translation reserve-

Movement in foreign currency translation reserve after taxÇÈÃÉÄÄ(ÉÂÃÊ¿Â)

Other reserves before tax-ÉÆ

Tax credit / (charge) relating to other reserves--

Movement in other reserves after tax-ÉÆ

Total other comprehensive income / (expense) before taxÆÁÃÆÄÈ(ÉÉÃÄ¿Ä)

Total tax credit / (charge) on other comprehensive income(È¿Â)(ÊÃÉ¿È)

Total other comprehensive income / (expense) after taxÆÄÃÄÊÁ(ÉÈÃÁÊÆ)

Current tax--

Deferred tax(È¿Â)(ÊÃÉ¿È)

Total tax credit / (charge) on other comprehensive income(È¿Â)(ÊÃÉ¿È)

The tax credit / (charge) relating to components of other comprehensive income is as follows:

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KEEPING IT SIMPLE
Working capital represents the assets and liabilities the Group generates through its trading activity. The Group

therefore defines working capital as inventory, cash, trade and other receivables, other financial assets, other

current assets and trade and other payables and other financial liabilities.

Section 3: Operating Assets and Liabilities

IN THIS SECTION

This section shows the assets used to generate the Group’s trading performance and the liabilities incurred as a

result. Liabilities relating to the Group’s financing activities are addressed in Section 4. Deferred tax assets and

liabilities are shown in note 2.3.

3.1 WORKING CAPITAL

3.1.1 Inventory

Accounting policies

Inventories are stated at the lower of cost and net

realisable value. Cost is determined on a weighted

average cost method and includes expenditure incurred

in acquiring the inventories and bringing them to

their existing location and condition. In the case of

manufactured inventories and work in progress, cost

includes an appropriate share of production overheads

based on normal operating capacity. Net realisable value

is the estimated selling price in the ordinary course

of business, less applicable variable selling expenses.

Inventory is considered in transit when the risk and

rewards of ownership have transferred to the Group.

The Group assesses the likely residual value of inventory.

Inventory provisions are recognised for inventory that

is expected to sell for less than cost, and for the value

of inventory likely to have been lost to the business

through shrinkage between the date of the last applicable

stocktake and balance sheet date. In recognising the

provision for inventory, judgement has been applied

by considering a range of factors including historical

results, stock shrinkage trends and product lifecycle.

2022

NZ$’000

202

NZ$’000 1

Raw materials and

consumables

ÆÃÊÈÇÇÿÁÂ

Work in progressÇÃÇÂÂÉÃÇ¿Æ

Trading inventory¿ÊÉÃÅÆÇÉÄÁÿ¿É

Goods in transitÇÈÃÊÇÁ¿¿ÃÂÅÇ

¿ÁÊÃÊ¿¿¿ÉÈÃÊÆÊ

Inventory is broken down into trading stock and goods in

transit below:

Inventory has been reviewed for obsolescence and

a provision of $5,849,000 (2021: $5,393,000) has

been made.

3.1.2 Cash and cash equivalents

2022

NZ$’000

2021

NZ$’000

Cash on handÆÆÈÆÄÁ

Cash at bankÈÄÃÄÅÈÉÆÅÃÈÉÂ

Short term investments

convertible to cash

ÉÃÊÊÄÉÃÊÅÄ

ÂÅÃÄÉÅÉÆ¿ÃÈÉÆ

Unrecognised deferred tax assets

Deferred tax assets have not been recognised

in respect of the following items:

2022

NZ$’000

2021

NZ$’000

Deductible temporary

differences

--

Tax lossesÇÃÄÂÁÊÃÊÆÄ

ÇÃÄÂÁÊÃÊÆÄ

The deductible temporary diŸerences do not expire

under current tax legislation. Deferred tax assets have

not been recognised in respect of overseas subsidiaries

where it is not yet probable that future taxable profit will

be generated in those territories to utilise these benefits.

Imputation credits

2022

NZ$’000

2021

NZ$’000

Imputation credits available

for use in subsequent

reporting periods based on

a tax rate of 28%

ÂÊÈÈ

The above amounts represent the balance of the

imputation account as at 31 July 2022, adjusted for:

•Imputation credits that will arise from the payment

of the amount of the provision for income tax.

•Imputation debits that will arise from the payment of

dividends recognised as a liability at the reporting date.

•Imputation credits that will arise from the receipt

of dividends recognised as receivables at the

reporting date.

The balance of Australian franking credits able to be

used by the Group in subsequent periods as at 31

July 2022 is A$7,497,000 (2021: A$11,502,000).

2.4 EARNINGS PER SHARE

KEEPING IT SIMPLE

Earnings per share (‘EPS’) is the amount of post-tax

profit attributable to each share.

Basic EPS is calculated by dividing the profit after

tax attributable to equity holders of the Company of

$35,952,000 (Restated 2021: $60,982,000) by the

weighted average number of ordinary shares in issue

during the year of 709,001,384 (2021: 709,001,384).

Diluted EPS reflects any commitments the Group

has to issue shares in the future that would decrease

EPS. In the current year, these are in the form of

share options / performance rights. To calculate

the impact, it is assumed that all share options are

exercised / performance rights taken, and therefore,

adjusting the weighted average number of shares.

2022

’000

2021

’000

Weighted average number of

basic ordinary shares in issue

ÂÅÁÃÅÅÉÂÅÁÃÅÅÉ

Adjustment for:

Share options /

performance rights

ÄÿÈÊÆÃÅÅÊ

ÂÉÂÿÈÈÂÉÇÃÅÅÈ

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Allowance for expected credit losses
2022

NZ$’000

2021

NZ$’000

Opening balance(ÊÃÈÄÅ)(ÉÅÃÇ¿Á)

Additional allowance

recognised in the consolidated

statement of comprehensive

income

(¿ÃÉÂÉ)(ÇÃÉÅÆ)

Receivables written-off during

the year

ÆÄÆÊÃÉÄÈ

Unused provision released to

the consolidated statement of

comprehensive income during

the year

ÉÃÂÊÉ¿ÃÉÂÇ

Foreign exchange(ÇÆÄ)ÇÁÆ

Closing balance(ÊÃÁÈÆ)(ÊÃÈÄÅ)

3.1.4 Credit risk

Credit risk is the risk of financial loss to the Group if

a customer or counterparty to a financial instrument

fails to meet its contractual obligations.

RiskExposure

arising from

MonitoringManagement

Credit riskCash and cash

equivalents

Trade and other

receivables

Derivative

financial

instruments

Credit ratings

Aging analysis

Review of

exposure with

regular terms

of trade

Obtaining

customer

credit rating

information

Confirming

references

Setting

appropriate

credit limits

Exposure to credit risk

The below balances are recorded at their carrying

amount after any allowance for expected credit loss on

these financial instruments. The maximum exposure to

credit risk at reporting date was (carrying amount):

2022

NZ$’000

2021

NZ$’000

Cash and cash equivalentsÂÅÃÇÈÆÉÆ¿ÃÉ¿Ê

Trade receivables (net)ÄÉÃÈÈ¿ÊÊÃÆÅÆ

Other receivablesÉÉÿ¿ÅÂÃÉÊÄ

Derivative financial instrumentsÁÃÁÇÈÆÃ¿ÅÈ

ÉÂÇÃÉÄ¿¿ÅÄÃÄÁÇ

As at balance sheet date the carrying amount

is considered to approximate fair value for

each of the financial instruments.

The credit quality of cash and cash equivalents can

be assessed by reference to external credit ratings,

such as Standard & Poors or Moody’s (if available) or to

historical information about counterparty default rates:

2022

NZ$’000

2021

NZ$’000

Cash and cash equivalents:

Standard & Poors - AA-¿ÁÃÉÆÄÉÅÆÃÄÄÊ

Standard & Poors - AÌÉÆÃÉÉÆ¿ÊÃÁÉÁ

Standard & Poors - AÊÁÁÉÃÂÈÄ

Standard & Poors - A-ÉÃÂÅÁÉÁÂ

Standard & Poors - BBBÌÉÆÃ¿ÊÈÇÃÇÊÁ

Standard & Poors - BBBÈÃÁÄÈ

Standard & Poors - BBB--¿ÃÁÉ¿

Standard & Poors - BBÉÃÆÊÈÁÂÄ

Standard & Poors - BB-¿ÃÅÁÈ¿ÃÉÅÂ

ÂÅÃÇÈÆÉÆ¿ÃÉ¿Ê

Trade and other receivables consist of a large

number of customers spread across diverse

geographical regions, which reduces credit risk.

As at balance sheet date, trade and other receivables

of $28,737,000 (2021: $15,931,000) were past due. A

provision of $5,964,000 (2021: $5,680,000) is held

against these overdue amounts. This provision is based

on expected life time credit losses, taking into account

historic loss rates, age of the outstanding balances,

customer payment history and any arrangements,

leverage or security in place with the customer. Interest

is charged on overdue debtors in some instances.

The ageing analysis of these past due trade receivables is:

2022

NZ$’000

2021

NZ$’000

Å to ÇÅ daysÉÉÃÈÇÂÊÃÇÅÉ

ÇÅ to ÈÅ daysÆÃÆÉ¿¿ÃÁ¿È

ÈÅ to ÁÅ daysÆÃȿʿÃÇÉÉ

ÁÅ days and overÄÃÅÈÇÊÃÇÁÇ

¿ÄÃÂÇÂÉÊÃÁÇÉ

The carrying amount of the Group's cash and cash

equivalents are denominated in the following currencies:

2022

NZ$’000

2021

NZ$’000

AUDÉÄÃÉÂÊÄ¿ÃÅÊÈ

USDÉÂÃÄÉÅ¿ÂÃÇÊÅ

EURÉÊÃÂÆÈÉÅÃÆÊÊ

THBÊÃÉ¿¿ÇÿÆÉ

NZDÆÃÅÉÅÁÃÈ¿È

IDRÇÃÄÅÈ¿ÃÄÊ¿

BRL¿ÃÉÅÅ¿ÃÉÉ¿

GBPÉÃ¿ÇÆÉÃÄÁÂ

CADÉÃÊÅ¿ÉÃÆÂÈ

Other currenciesÉÃÇÅÊÉÃÊÆÁ

ÂÅÃÄÉÅÉÆ¿ÃÈÉÆ

3.1.3 Trade and other receivables

Accounting policies

Trade and other receivables are recognised initially

at the value of the invoice sent to the customer (fair

value) and subsequently at the amounts considered

recoverable (amortised cost). The collectability of trade

and other receivables is reviewed on an on-going basis.

An allowance for lifetime expected credit losses is

recognised for trade and other receivables based on

the Group’s historical credit loss experience, adjusted

for factors that are specific to the debtors, general

economic conditions, and an assessment of both the

current as well as the forecast direction of conditions at

the reporting date, including time value of money where

appropriate. The expected credit loss is estimated as

the diŸerence between all contractual cash flows that

are due to the Group in accordance with the contract

and all the cash flows that the Group expects to receive,

discounted at the original eŸective interest rate.

2022

NZ$’000

2021

NZ$’000

Restated

Current

Trade receivablesÄÂÃÈ¿ÈÈÉÃÅÄÆ

Allowance for expected credit

losses

(ÊÃÁÈÆ)(ÊÃÈÄÅ)

PrepaymentsÉ¿ÃÁ¿ÄÄÃÄÇÅ

Other receivablesÉÅÃÁÇÈÊÃÄ¿Ä

ÉÅÊÃÊ¿ÈÂÅÃÅÈ¿

Non-current

Other debtorsÉÃÊÄÄÉÃÊÆÁ

ÉÃÊÄÄÉÃÊÆÁ

Other non-current debtors include debtors on extended

credit terms and security deposits paid in relation to

store leases.

The carrying amount of the Group’s trade and other

receivables are denominated in the following currencies:

2022

NZ$’000

2021

NZ$’000

Restated

USDÊÈÃÊÇÁÇÅÃÊÊÉ

EURÉÉÃÁÊÅÉÉÃÆÆÁ

AUDÉÉÃÇÂÊÉ¿ÃÄÊÄ

NZDÈÃÂÊÅÇÃÉ¿Ç

THBÊÃÁÂÂÇÃÉ¿Ê

BRLÆÃÁÊÅÇÃÈÆÊ

CADÆÃÄÄ¿¿ÃÆÅ¿

GBPÇÃÅÆÊ¿ÃÉÈÇ

IDRÄÁÊÉÃÉ¿¿

JPYÈÇÉÉÃÉÂÇ

Other currenciesÉ¿Å-

ÉÅÂÃÉÉÆÂÉÃÈÉÉ

KMD Brands Annual Integrated Report 2022104105

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

The warranties provision represents the present value
of the estimated future outflow of economic benefits

that will be required under the Group’s obligations for

warranties under local sale of goods legislation. The

provision relates to wetsuits, watches and footwear and

is based on estimates made from historical warranty

data associated with similar products and services.

A restructuring provision is recognised when the Group

has approved a detailed and formal restructuring

plan, and the restructuring has either commenced

or has been announced publicly at balance date.

Lease restoration provision represents the present

value of the estimated cost to restore leased properties

to their original condition upon expiry of the lease.

Where a customer has a right to return a product

within a given period, the Group recognises a returns

provision for the consideration received that will be

required to be refunded to customers on return of

the product. The Group also recognises a right to

the returned goods as disclosed in note 3.1.5.

Other provisions relate to miscellaneous amounts that

meet the definition of a provision and do not relate to

the other categories.

Warranties

NZ$’000

Restructuring

NZ$’000

Lease restoration

NZ$’000

Sales returns

NZ$’000

Other

NZ$’000

Total

NZ$’000

Year ended 31 July 2021

Opening balanceÉÃÇÆÁÉÃÈÂÊÉÉÃÅÆÄÈÿÁÉÈ¿¿¿ÅÃÁÄÊ

Additional provisions recognisedÈÄÈÂÅÉÃÇÁÉ--¿ÃÉÆÂ

Provisions used during the year(ÇÅÉ)(ÉÃÇ¿Æ)(ÉÁÊ)(ÉÇÊ)(ÆÉ)(ÉÃÁÁÈ)

Provisions re-measured during

the year

--(¿Ç)(ÉÃÇÊÁ)-(¿ÃÅÄ¿)

Foreign exchange(ÆÉ)(ÈÉ)(¿ÂÇ)(ÉÅÊ)-(ÆÄÅ)

Closing balanceÉÃÈÁÇÇÈÅÉÉÿÆÄÆÃÈÁ¿ÊÄÉÉÄÃÊÂÆ

As at 31 July 2021

CurrentÉÃÈÁÇÇÈÅ-ÆÃÈÁ¿ÄÂÈÃÄÇ¿

Non-current--ÉÉÿÆÄ-ÆÁÆÉÉÃÂÆ¿

ÉÃÈÁÇÇÈÅÉÉÿÆÄÆÃÈÁ¿ÊÄÉÉÄÃÊÂÆ

Year ended 31 July 2022

Opening balanceÉÃÈÁÇÇÈÅÉÉÿÆÄÆÃÈÁ¿ÊÄÉÉÄÃÊÂÆ

Additional provisions recognisedÈÅÈÉÈÇÆÊ¿Á¿ÄÁÉÃÊÆÆ

Provisions used during the year(ÆÂÇ)(ÆÊ)--(ÄÂ)(ÈÅÊ)

Provisions re-measured during the

year

-(¿Ç)(Ä¿È)ÉÇÈ-(ÂÉÇ)

Foreign exchangeÉ¿È(ÉÅ)ÊÉÊ¿ÊÄÉÉÁÅÅ

Closing balanceÉÃÁÊ¿ÆÆÊÉÉÃÇÁÆÊÃÉÉÊÂÁÆÉÁÃÂÅÅ

As at 31 July 2022

CurrentÉÃÁÊ¿ÆÆÊ-ÊÃÉÉÊÂÁÆÄÃÇÅÈ

Non-current--ÉÉÃÇÁÆ

--ÉÉÃÇÁÆ

ÉÃÁÊ¿ÆÆÊÉÉÃÇÁÆÊÃÉÉÊÂÁÆÉÁÃÂÅÅ

The Group considers a financial asset to be in default

when the debtor is unlikely to pay its credit obligations in

full, without recourse by the Group. The gross carrying

amount of a financial asset is written oŸ when the

Group has no reasonable expectations of recovering

a financial asset in its entirety or a portion thereof.

3.1.5 Other assets

Accounting policies

Other assets relate to rights of return assets. Rights of

return recognises the estimated returned sales under

the Group's returns policies. Management estimates the

returned sales based on historical sales return information

and any recent trends that may suggest future claims

could diŸer from historical amounts. For sales that are

expected to be returned, the Group recognises a returns

provision as disclosed in note 3.1.6. The associated

inventory value for sales that are expected to be returned

is recognised as a right of return asset. The costs to

recover the products are not material because the

customers usually return them in a saleable condition.

2022

NZ$’000

2021

NZ$’000

Right of return assets

Opening balance¿ÃǿſÃÂÁÁ

Additional amounts recognisedÉÅ-

Amounts incurred and charged(ÉÁ)(ÆÇÉ)

Foreign exchangeÉ¿Ç(ÆÄ)

¿ÃÆÇÆ¿ÃÇ¿Å

3.1.6 Trade and other payables

Accounting policies

Trade payables, sundry creditors and accruals

principally comprise amounts outstanding for trade

purchases and ongoing costs. Trade and other

payables are initially measured at fair value and

subsequently measured at amortised cost, using

the eŸective interest method. The carrying value

of trade payables is considered to approximate fair

value as amounts are unsecured and are usually paid

by the 30th of the month following recognition.

Employee entitlements relates to benefits accruing to

employees in respect of wages and salaries, annual leave,

and long service leave when it is probable that settlement

will be required, and they are capable of being measured

reliably. Provisions made in respect of employee benefits

expected to be settled within 12 months are measured

at their nominal values using the remuneration rate

expected to apply at the time of settlement. Provisions

made in respect of employee benefits which are not

expected to be settled within 12 months are measured

as the present value of the estimated future cash

outflows to be made by the Group in respect of services

provided by employees up to the reporting date.

2022

NZ$’000

2021

NZ$’000

Current

Trade payablesÉſÿÁÈ¿ÿÇÅ

Employee entitlements¿ÊÃÈÉÁ¿ÂÃÈÆ¿

Sundry creditors and accrualsÊÈÃÈÅÅÆ¿ÃÊÅ¿

ProvisionsÄÃÇÅÈÈÃÄÇ¿

Revenue received in advanceÉÿÉÇ-

ÉÁÆÃÅÇÆÉÆÁÿÅÈ

Non-current

Employee entitlements¿ÃÁÆÈÇÃÅÂÈ

ProvisionsÉÉÃÇÁÆÉÉÃÂÆ¿

Sundry creditors and accruals¿ÃÁÅÈ-

ÉÂÿÆÈÉÆÃÄÉÄ

The carrying amount of the Group’s trade and other

payables are denominated in the following currencies:

2022

NZ$’000

2021

NZ$’000

USDÄÉÃÁÉÂÆÂÃÂÂÈ

AUDÂÉÃÆÄÆÈÄÃÆÈÊ

NZD¿ÊÃÄÈÇÉÂÿÇÁ

EURÉÊÃÈÁÅÉÊÃ¿ÊÆ

THBÂÃÂÂÆÆÃÂÊÉ

BRLÆÃÇ¿ÊÈÃÉÇÄ

IDR¿ÃÆÈÆ¿ÃÇÇÆ

Other currenciesÉÃÂÈÇ¿ÃÅÈÂ

¿ÉÉÿÄÅÉÈÆÃÅ¿Æ

Provisions

A provision is recognised if, as a result of a past

event, the Group has a present legal or constructive

obligation that can be estimated reliably, and it

is probable that an outflow of economic benefits

will be required to settle the obligation.

KMD Brands Annual Integrated Report 2022106107

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Land &
building

NZ$’000 s

Leasehold

improvements

NZ$’000

O©ice, plant &

equipment

NZ$’000

Furniture &

fittings

NZ$’000

Computer

equipment

NZ$’000

Total

NZ$’000

As at 31 July 2021

Cost ÄÃÈÁÉÁ¿Ã¿ÂÅÇÅÃÉÇÅÉÅÉÃÈÁÁ¿ÉÃÉÂÊ¿ÊÇÃÁÈÊ

Accumulated depreciation(ÇÃÁ¿Ê)(ÈÊÿÂÅ)(ÉÄÃÉÂÁ)(ÂÉÃÈÆ¿)(ÉÊÃÈÈÊ)(ÉÂÆÃÈÄÉ)

Closing net book valueÆÃÂÈÈ¿ÂÃÅÅÅÉÉÃÁÊÉÇÅÃÅÊÂÊÃÊÉÅÂÁÃ¿ÄÆ

Year ended 31 July 2022

Opening net book valueÆÃÂÈÈ¿ÂÃÅÅÅÉÉÃÁÊÉÇÅÃÅÊÂÊÃÊÉÅÂÁÃ¿ÄÆ

AdditionsÇÆ¿ÄÿÉÅÉÃÇÇÊÉÅÿ¿ÂÉÃÆÊÇ¿ÉÃÊÈÂ

Disposals-(ÉÅÉ)(Â)(ÆÂÊ)(É¿)(ÊÁÊ)

Depreciation(ÇÊÇ)(ÁÃÆÇÆ)(ÉÃÇÇÄ)(ÁÃÊÊÇ)(ÉÃÄÁÆ)(¿¿ÃÊ¿)

Impairment---(É¿)-(É¿)

Transfers between categories(ÉÊ)(ÉÃÆ¿È)(¿Å)ÉÃÊÇÊ(ÂÆ)-

Transfers to intangibles----(ÉÃÊÅÂ)(ÉÃÊÅÂ)

Foreign exchange(ÉÅÊ)ÉÃÉÁÊÊÊÁÉÃÇÅÅÉ¿ÁÇÃÅÂÄ

Closing net book valueÆÃÈÇÊ¿ÊÃÆÆÆÉ¿ÃÆÄÅÇÇÃÅÂÁÇÃÈÅÊÂÁÿÆÇ

As at 31 July 2022

Cost ÄÃÄÇ¿ÉÅÉÃÈÄÉÇÉÿÊÇÉÉÊÃÊÄ¿ÉÁÿÁÇ¿ÂÈÃÈÆÉ

Accumulated depreciation(ÆÃÉÁÂ)(ÂÈÿÇÂ)(ÉÄÃÂÂÇ)(Ä¿ÃÊÅÇ)(ÉÊÃÈÄÄ)(ÉÁÂÃÇÁÄ)

Closing net book valueÆÃÈÇÊ¿ÊÃÆÆÆÉ¿ÃÆÄÅÇÇÃÅÂÁÇÃÈÅÊÂÁÿÆÇ

Depreciation expense is excluded from administration

and general expenses in the consolidated

statement of comprehensive income.

Sale of property, plant and equipment

Gains and losses on disposals are determined

by comparing proceeds with carrying amount.

These are included in the consolidated

statement of comprehensive income.

2022

NZ$’000

2021

NZ$’000

Loss on sale of property, plant

and equipment

ÊÁÉÉÃÇÇÂ

Capital commitments

Capital commitments contracted for at

balance sheet date include property, plant and

equipment of $868,000 (2021: $4,110,000).

3.2 PROPERTY, PLANT AND EQUIPMENT

KEEPING IT SIMPLE

The following section shows the physical assets used by the Group to operate the business, generating revenues

and profits. These assets include store and oŸice fit-out, as well as equipment used in sales and support activities.

Assets are recognised only when it is probable that future economic benefits associated with the item will flow to

the Group and the cost of the item can be measured reliably.

Accounting policies

Property, plant and equipment

All property, plant and equipment are stated at

historical cost less depreciation and impairment.

Historical cost includes expenditure that is directly

attributable to the acquisition of the items. Cost may

also include transfers from equity of any gains / losses

on qualifying cash flow hedges of foreign currency

purchases of property, plant and equipment.

The assets’ residual value and useful lives are reviewed

and adjusted if appropriate at each balance sheet date.

Capital work in progress is not depreciated until available

for use.

An asset’s carrying amount is written down immediately

to its recoverable amount if the asset’s carrying amount

is greater than its estimated recoverable amount.

Depreciation

Depreciation of property, plant and equipment

is calculated using straight line and diminishing

value methods to expense the cost of the assets

over their useful lives. The rates are as follows:

Buildings5 – 10%

Leasehold improvements5 – 50%

OŸice, plant and equipment5 – 50%

Furniture and fittings10 – 50%

Computer equipment10 – 50%

Impairment of assets

Property, plant and equipment is reviewed for impairment

whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable. An

impairment loss is recognised for the amount by which

the asset’s carrying amount exceeds its recoverable

amount. The recoverable amount is the higher of an

asset’s fair value less costs of disposal and value in use.

Property, plant and equipment

Property, plant and equipment can be analysed as follows:

Land &

building

NZ$’000 s

Leasehold

improvements

NZ$’000

O©ice, plant &

equipment

NZ$’000

Furniture &

fittings

NZ$’000

Computer

equipment

NZ$’000

Total

NZ$’000

As at 31 July 2020

Cost Áÿ¿ÁÊÃÉÆÁÆÊÃÈÉ¿ÁÁÃÄÊÊ¿ÅÿÊÉ¿ÂÅÃÊÄÁ

Accumulated depreciation(ÆÃÅÁÊ)(ÈÇÃÇÄÇ)(ÇÅÃÊÉÈ)(ÈÄÃÅ¿)(ÉÈÃÅÈÊ)(ÉÄ¿ÃÉÇÉ)

Closing net book valueÊÃÈ¿ÂÇÉÃÂÈÈÉÊÃÅÁÈÇÉÃÂÄÇÆÃÉÄÈÄÄÃÆÊÄ

Year ended 31 July 2021

Opening net book valueÊÃÈ¿ÂÇÉÃÂÈÈÉÊÃÅÁÈÇÉÃÂÄÇÆÃÉÄÈÄÄÃÆÊÄ

AdditionsÈÇÇÃÂÊ¿ÈÁÆÂÃÊÂÈ¿ÃÁÊÁÉÊÃÅÆÆ

Disposals(É)(ÄÈÊ)(ÂÆ)(ÇÂÆ)(¿Ç)(ÉÃÇÇÂ)

Depreciation(ÊÁÈ)(ÄÃÇÈÁ)(ÉÿÄÁ)(ÄÃÁÂÄ)(ÉÃÈÉÁ)(¿ÅÃÄÊÉ)

Impairment---(ÉÈ)-(ÉÈ)

Transfers between categoriesÊ¿Éÿ¿Ä(¿ÃÉÈÁ)ÂÂÉÉÉÄ-

Foreign exchange(ÇÂÁ)(ÊÉ¿)(ÇÅÂ)(ÂÅÊ)(ÉÉÉ)(¿ÃÅÉÆ)

Closing net book valueÆÃÂÈÈ¿ÂÃÅÅÅÉÉÃÁÊÉÇÅÃÅÊÂÊÃÊÉÅÂÁÃ¿ÄÆ

KMD Brands Annual Integrated Report 2022108109

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Other intangibles
Other intangibles relate to lease rights expenditure

associated with acquiring existing lease agreements for

stores where there is an active market for key money.

They are carried at original cost less accumulated

impairment losses. Other intangibles have an indefinite

useful life and are tested annually for impairment.

Impairment

Assets are reviewed for impairment whenever events

or changes in circumstances indicate that the carrying

amount may not be recoverable. Intangible assets that

have an indefinite useful life, including goodwill, are

not subject to amortisation and are tested annually for

impairment irrespective of whether any circumstances

identifying a possible impairment have been identified. An

impairment loss is recognised for the amount by which

the asset’s carrying amount exceeds its recoverable

amount. The recoverable amount is the higher of an

asset’s fair value less costs of disposal and value in use.

For the purposes of assessing impairment, assets are

grouped at the lowest levels for which there are separately

identifiable cash flows e.g., cash generating units.

Intangible assets

Goodwill

NZ$’000

Brand

NZ$’000

Customer

relationship

NZ$’000

Software

NZ$’000

Restated

Other

intangibles

NZ$’000

Total

NZ$’000

Restated

As at 31 July 2020

Cost ¿ÄÇÃÅÇÅÇÊÂÃÉ¿ÇÆÉÃÆÁÊÊÉÃÆÄÂÆÃÊÊ¿ÂÇÂÃÈÄÂ

Accumulated amortisation(ÉÿÂÉ)-(ÆÃ¿ÉÇ)(ÆÇÃÉÂÇ)(ÉÃÈÉ¿)(ÊÅÿÈÁ)

Closing net book value¿ÄÉÃÂÊÁÇÊÂÃÉ¿ÇÇÂÿĿÄÃÇÉÆ¿ÃÁÆÅÈÄÂÃÆÉÄ

Year ended 31 July 2021

Opening net book value¿ÄÉÃÂÊÁÇÊÂÃÉ¿ÇÇÂÿĿÄÃÇÉÆ¿ÃÁÆÅÈÄÂÃÆÉÄ

Additions---ÉÊÃÊÄÇ-ÉÊÃÊÄÇ

Disposals------

Amortisation--(ÊÿÅÇ)(¿ÃÊÇÈ)-(ÂÃÂÇÁ)

Foreign exchange(ÊÃÇÊÄ)(ÈÃÁÁÈ)(ÈÁÊ)(ÂÄ)(É¿È)(ÉÇÿÊÇ)

Closing net book value¿ÂÈÃÆÅÉÇÊÅÃÉ¿ÂÇÉÃÇÄÆ¿ÉÿÄÇ¿ÃÄÉÆÈÄ¿ÃÅÅÁ

As at 31 July 2021

Cost ¿ÂÂÃÈ¿ÇÊÅÃÉ¿ÂÆÅÃÈ¿ÉÈÂÃÅÅÆÆÃÇÊÄÂÇÁÃÂÄ¿

Accumulated amortisation(ÉÿÂÉ)-(ÁÿÇÂ)(ÆÊÿÉ)(ÉÃÊÆÆ)(ÊÂÃÂÂÇ)

Closing net book value¿ÂÈÃÆÅÉÇÊÅÃÉ¿ÂÇÉÃÇÄÆ¿ÉÿÄÇ¿ÃÄÉÆÈÄ¿ÃÅÅÁ

Year ended 31 July 2022

Opening net book value¿ÂÈÃÆÅÉÇÊÅÃÉ¿ÂÇÉÃÇÄÆ¿ÉÿÄÇ¿ÃÄÉÆÈÄ¿ÃÅÅÁ

Additions---ÉÆÃÄÄÊ-ÉÆÃÄÄÊ

Disposals---(ÉÆ)-(ÉÆ)

Amortisation--(ÊÃÉÄÄ)(ÂÃÉÊÉ)-(É¿ÃÇÇÁ)

Transfers from property, plant

and equipment

---ÉÃÊÅÂ-ÉÃÊÅÂ

Foreign exchangeÉÇÃÈÅÅÉÄÃÅÆÅÉÃÊÇ¿¿¿Ä(É¿È)ÇÇÃ¿ÂÆ

Closing net book value¿ÁÅÃÅÅÉÇÈÄÃÉÈ¿ÂÿÄÇÅÃÂÇÄ¿ÃÈÄÄÂÉÁÃÇ¿¿

As at 31 July 2022

Cost ¿ÁÉÿ¿ÇÈÄÃÉÈÂÆ¿ÃÄÁ¿ÄÆÃÆÂÉÆÃÉÈ¿ÂÁÅÃÁÈÆ

Accumulated amortisation(ÉÿÂÉ)-(ÉÊÃÉÈÆ)(ÊÇÃÂÇÇ)(ÉÃÆÂÆ)(ÂÉÃÈÆ¿)

Closing net book value¿ÁÅÃÅÅÉÇÈÄÃÉÈ¿ÂÿÄÇÅÃÂÇÄ¿ÃÈÄÄÂÉÁÃÇ¿¿

3.3 INTANGIBLE ASSETS

KEEPING IT SIMPLE

The following section shows the non-physical assets used by the Group to operate the business, generating

revenues and profits. These assets include brands, customer relationship, software development and goodwill.

This section explains the accounting policies applied and the specific judgements and estimates made by the

Directors in arriving at the net book value of these assets.

Accounting policies

Goodwill

Goodwill arises on the acquisition of subsidiaries. Goodwill

represents the excess of the cost of the acquisition over

the Group’s interest in the net fair value of the assets and

liabilities of the acquiree. Separately recognised goodwill is

tested annually for impairment or more frequently if events

or changes in circumstances indicate that it might be

impaired. It is carried at cost less accumulated impairment

losses. Impairment losses on goodwill are not reversed.

Goodwill is allocated to cash-generating units for the

purpose of impairment testing. The allocation is made

to those cash-generating units or groups of cash-

generating units that are expected to benefit from the

business combination in which the goodwill arose.

Brand

Acquired brands are carried at original cost based

on independent valuation obtained at the date of

acquisition. The brand represents the price paid to

acquire the rights to use the Kathmandu, Oboz or

Rip Curl brand. The brand is not amortised. Instead,

the brand is tested for impairment annually or more

frequently if events or changes in circumstances

indicate that it might be impaired and is carried

at cost less accumulated impairment losses.

Customer relationships

Acquired customer relationships are carried at original

cost based on independent valuation obtained at the

date of acquisition less accumulated amortisation.

They are amortised on a straight-line basis over

a useful life of five to ten years. The estimated

useful life and amortisation period is reviewed

at the end of each annual reporting period.

Software costs

Software costs have a finite useful life. Software costs are

capitalised and amortised over the useful economic life.

Costs associated with maintaining computer software

programs are recognised as an expense when incurred.

Costs that are directly associated with the creation or

acquisition of an identifiable software asset controlled

by the Group, and that will probably generate economic

benefits exceeding costs beyond one year, are recognised

as intangible assets. Direct costs include the costs of

software development employees and contractors.

Software is amortised over the estimated useful economic

life of the asset ranging from two to ten years.

Software-as-a Service (SaaS) arrangements

SaaS arrangements are arrangements in which

the Group does not currently control the

underlying software used in the arrangement.

Where implementation costs for SaaS arrangements

result in the creation of an identifiable software asset,

and where the Group has the power to obtain the

future economic benefits flowing from the underlying

resource and to restrict the access of others to those

benefits, such costs are recognised as a separate

intangible software asset and amortised over the

useful life of the software on a straight-line basis.

Where costs incurred to configure or customise SaaS

arrangements do not result in the recognition of an

intangible software asset, then those costs that provide

the Group with a distinct service (in addition to access

to the SaaS software) are recognised as expenses

when the supplier provides the services. When such

costs incurred do not provide a distinct service, the

costs are recognised as expenses over the duration of

the expected renewable term of the arrangement.

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The terminal growth rate assumption is based on
a conservative estimate considering the current

inflation targets and do not exceed the historical

long-term average growth rate for each CGU. Pre-

tax discount rates are calculated based on a market

participant expected capital structure and cost of

debt to derive a weighted average cost of capital.

The calculations confirmed that there was no

impairment of goodwill and brand during the year

(2021: nil). The Directors believe that any reasonably

possible change in the key assumptions used in

the calculations would not cause the carrying

amount to exceed its recoverable amount.

The expected continued promotion and marketing of

the Kathmandu, Oboz and Rip Curl brands supports

the assumption that the brand has an indefinite life.

The Group has considered the impact of climate

change on the key assumptions included in its

impairment testing and has concluded that it will not

have a material impact on the key assumptions.

Capital commitments

Capital commitments contracted for at balance sheet date

include intangible assets of $2,962,000 (2021: $7,271,000).

3.4 LEASES

KEEPING IT SIMPLE

The following section shows the assets leased by the

Group to operate the business, generating revenues

and profits. These assets include the lease of retail

stores.

This section explains the accounting policies applied

and the specific judgements and estimates made

by the Directors in arriving at the carrying value of

these assets and the corresponding lease liability.

Accounting policies

The Group assesses whether a contract is or contains a

lease, at inception of a contract. The Group recognises

a right-of-use asset and a corresponding lease liability

with respect to all lease arrangements in which it is the

lessee, except for short-term leases (defined as leases

with a term of 12 months or less) and leases of low value

assets. For these leases, the Group recognises the lease

payments as an operating expense on a straight-line basis

over the term of the lease unless another systematic

basis is more representative of the time pattern in which

economic benefits from the leased asset are consumed.

Lease liability

The lease liability is initially measured at the present

value of the lease payments that are not paid at the

commencement date, discounted by using the rate implicit

in the lease. If this rate cannot be readily determined, the

Group uses its incremental borrowing rate. The Group’s

incremental borrowing rate has been determined as

the rate of interest that the Group would have to pay to

borrow over a similar term and with a similar security the

funds necessary to obtain an asset of a similar value to

the right-of-use asset in a similar economic environment.

Lease payments included in the measurement

of the lease liability comprise:

•fixed lease payments (including in-substance

fixed payments), less any lease incentives; and

•variable lease payments that depend on an

index or rate, initially measured using the

index or rate at the commencement date.

The lease liability is subsequently measured by increasing

the carrying amount to reflect interest on the lease liability

(using the eŸective interest method) and by reducing the

carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and

makes a corresponding adjustment to the

related right-of-use asset) whenever:

•the lease term has changed in which case the lease

liability is remeasured by discounting the revised

lease payments using a revised discount rate;

•the lease payments change due to changes in an

index or rate or a change in expected payment

under a guaranteed residual value, in which cases

the lease liability is remeasured by discounting

the revised lease payments using the initial

discount rate (unless the lease payments change

is due to a change in a floating interest rate, in

which case a revised discount rate is used);

Sale of intangibles

Gains and losses on disposals are determined by

comparing proceeds with carrying amount. These

are included in the consolidated statement of

comprehensive income.

2022

NZ$’000

2021

NZ$’000

Loss on sale of intangiblesÉÆ-

Impairment tests for goodwill and brand

The aggregate carrying amounts of goodwill and brand

allocated to each unit for impairment testing are as follows:

GoodwillBrand

2022

NZ$’000

2021

NZ$’000

2022

NZ$’000

2021

NZ$’000

KathmanduÉ¿¿ÃÁÇÈÉ¿ÉÃÇÄÇÉÊÇÃÇÇÈÉÆÄÃÉÊÉ

Oboz¿ÃÊ¿ÈÊÃÇÉÊÇÁÃÄÊÁÇÊÃÄÂÇ

Rip CurlÁÆÃÆÁÇÄÁÃÂÅÇÉÂÆÃÁ¿ÉÈÈÃÉÅÇ

¿ÁÅÃÅÅÉ¿ÂÈÃÆÅÉÇÈÄÃÉÈÂÇÊÅÃÉ¿Â

For the purposes of goodwill and brand impairment

testing, the Group operates as three cash generating units,

Kathmandu, Rip Curl and Oboz, which are now aligned to

the Group’s operating segments as outlined in note 2.1.

Previously impairment testing for Kathmandu was

reported separately for Australia and New Zealand.

Impairment testing continues to be conducted at

this level and no indicators of impairment exist.

The recoverable amount of each cash generating unit

(CGU) has been determined based on the fair value

less cost of disposal (FVLCOD). Five-year projected

cash flows are used to determine the FVLCOD.

The discounted cash flow valuations were calculated

using post tax cash flow projections based on financial

budgets prepared by management and approved

by the Directors for the year ended 31 July 2023.

Cash flows beyond July 2023 are based on three-

year business plans presented to the Directors.

The key assumption used:

•The FVLCOD model assumes the COVID-19 trading

disruption experienced during the prior and current

years will continue for a portion of FY23 and then

return to more normalised trading in FY24 and beyond.

The Group believes the assumptions used in cash

flows reflect a combination of the Groups experience

and uncertainty associated with COVID-19.

•While temporary store and market closures may impact

short term results, these are not expected to impact

the long-term performance of each CGU. Several

scenarios have been assessed where trading conditions

do not normalise until FY24, and in each scenario the

fair value for the CGU exceeds the carrying value.

Other assumptions used:

20222021

KathmanduRip CurlObozKathmanduRip CurlOboz

Pre-tax WACC rateÉ¿ÀÁËÉ¿ÀÄËÉÆÀÊËÉÉÀÇËÉÉÀÇËÉÉÀÇË

Post-tax WACC rateÁÀÉËÁÀÅËÉÅÀÊËÂÀÁËÂÀÁËÄÀ¿Ë

Terminal growth rate¿ÀÆË¿ÀÊË¿À¿Ë¿ÀÅË¿ÀÅË¿ÀÅË

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Lease liability maturity analysis
Gross lease payments

NZ$’000

Interest

NZ$’000

Carrying amount

NZ$’000

As at 31 July 2021

Within one yearÄ¿ÃÈÇÁ(ÂÃÅÈÂ)ÂÊÃÊ¿

One to five yearsÉÄÅÿÅÂ(É¿ÃÊÊÁ)ÉÈÂÃÈÆÄ

Beyond five yearsÇÄÃÆÇÇ(¿ÃÇÄ¿)ÇÈÃÅÊÉ

ÇÅÉÿÂÁ(¿¿ÃÅÅÄ)¿ÂÁÿÂÉ

CurrentÂÊÃÊ¿

Non-current¿ÅÇÃÈÁÁ

¿ÂÁÿÂÉ

As at 31 July 2022

Within one yearÄ¿ÃÁÁ¿(ÂÃÈÁÁ)ÂÊÿÁÇ

One to five yearsÉÄÆÃÆÅÆ(ÉÇÃÈÄÇ)ÉÂÅÿÉ

Beyond five yearsÆÅÃÄÆÁ(¿Ã¿ÂÈ)ÇÄÃÊÂÇ

ÇÅÄÿÆÊ(¿ÇÃÈÊÄ)¿ÄÆÃÊÄÂ

CurrentÂÊÿÁÇ

Non-current¿ÅÁÿÁÆ

¿ÄÆÃÊÄÂ

•a lease contract is modified, and the lease modification

is not accounted for as a separate lease, in which case

the lease liability is remeasured by discounting the

revised lease payments using a revised discount rate.

Right of use asset

The right-of-use assets comprise the initial measurement

of the corresponding lease liability, lease payments made

at or before the commencement day and any initial

direct costs. They are subsequently measured at cost

less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs

to dismantle and remove a leased asset, restore the

site on which it is located or restore the underlying

asset to the condition required by the terms and

conditions of the lease, a provision is recognised

and measured under NZ IAS 37. The costs are

included in the related right-of-use asset.

Right-of-use assets are depreciated over the

lease term and including expected renewals. The

depreciation starts at the commencement date.

The Group applies NZ IAS 36 Impairment of Assets

to determine whether a right-of-use asset is impaired

and accounts for any identified impairment loss.

Variable rents

Variable rents that do not depend on an index or rate

are not included in the measurement of the lease liability

and the right-of-use asset. The related payments are

recognised as an expense in the period in which the

event or condition that triggers those payments occurs

and are included in the selling expenses line in the

consolidated statement of comprehensive income.

Group as a lessee

The Group leases several assets including buildings and

motor vehicles. Some of the existing lease arrangements

have right of renewal options for varying terms. Renewal

options are included within the lease if the Group is

reasonably certain to take up the option. The average

lease term for property leases, including expected

rights of renewal, is 9 years (2021: 8 years). The average

lease term for vehicle leases is 3 years (2021: 3 years).

3.4.1 Right-of-use assets

The movements in right of use assets were as follows:

2022

NZ$’000

2021

NZ$’000

Opening net book value¿Æ¿ÃÈ¿ÊÄÃÈÁÁ

Additions and modifications to

right-of-use asset

ÂÊÃÇÉÉÂÈÃÄÊÇ

Depreciation for the period(ÂÂÃÈÅÊ)(ÄÈÃÇÄ¿)

Impairment for the period(Á¿Ä)(ÉÃÄÁÆ)

Foreign exchangeÉÅÃÁÉÂ(ÆÃÊÁÁ)

Closing net book value¿ÊÅÃÇ¿¿Æ¿ÃÈÂÂ

CostÆÇÁÃÄÊ¿ÇÁÉÃÇ¿Â

Accumulated amortisation &

impairment

(ÉÄÁÃÆÄÅ)(ÉÆÄÃÈÊÅ)

Closing net book value¿ÊÅÃÇ¿¿Æ¿ÃÈÂÂ

3.4.2 Lease liabilities

The movements in lease liabilities were as follows:

2022

NZ$’000

2021

NZ$’000

Opening lease liabilities¿ÂÁÿÂÉ¿ÁÄÃÈ¿¿

Additions and modifications to

lease liability

ÂÊÃÄÉÈÂÊÃÈÅÉ

Interest expense on lease

liabilities

ÄÃÆÂÈÄÃÄÂÁ

Repayment of lease liabilities

(including interest)

(ÁÉÿÆÂ)(ÁÄÃÈÁÆ)

Foreign exchangeɿÿÂÉ(ÊÃÉÇÂ)

Closing lease liabilities¿ÄÆÃÊÄ¿ÂÁÿÂÉ

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Reconciliation of movement in borrowings
2022

NZ$’000

2021

NZ$’000

Opening balanceÉÅÊÃÊÁ¿ÆÉÿÂÅ

Net cash flow movement-(É¿ÄÃÄÁÆ)

Loans forgiven-(ÆÃÅ¿Ê)

Capitalised borrowing costs(ÇÆÅ)-

Foreign exchange movementÊÃÈ¿Æ(¿ÃÂÊÆ)

Closing balanceÉÉÅÃÄÄÉÉÅÊÃÊÁÂ

Paycheck Protection Program (PPP) loans

As part of the US government response to COVID-19

the Group’s US resident companies applied for

Paycheck Protection Program (PPP) loans of

US$2,814,000 in the year ended 31 July 2020.

Included within the Group’s interest bearing liabilities as

at 31 July 2020 was US$2,814,000 relating to the PPP

loans that were recognised as other income in the year

ended 31 July 2021 on the basis that the Group had

either received forgiveness or believed it had met the

conditions for forgiveness. During the year the Group

obtained formal forgiveness for all outstanding PPP loans.

The forgiveness during the year has had no impact on

the Group’s balance sheet, statement of comprehensive

income or cash flows for the year ended 31 July 2022.

Borrowings maturity analysis

2022

NZ$’000

2021

NZ$’000

Principal of interest-bearing

liabilities:

Payable within É year--

Payable É to ¿ yearsÉÉÅÃÄÄÉ-

Payable ¿ to Ç years-ÉÅÊÃÊÁÂ

Payable Ç to Æ years--

ÉÉÅÃÄÄÉÉÅÊÃÊÁÂ

4.1.1 Finance costs

2022

NZ$’000

2021

NZ$’000

Interest income(ÇÁÆ)(ÄÇÆ)

Interest expense on interest

bearing liabilities

ÉÃÄÅÁ¿ÃÇÂÅ

Interest on lease liabilitiesÄÃÆÂÈÄÃÄÂÁ

Other finance costsÇÃÅÊÂÊÃÇÊÄ

Net exchange loss / (gain) on

foreign currency

ÄÆÊÂÅÆ

ÉÇÃÂÁÇÉÈÃÆÂÂ

Other finance costs relate to facility fees on banking

arrangements and debt underwriting costs.

4.1.2 Cash flow and fair value interest rate risk

Interest rate risk is the risk that fluctuations in interest

rates impact the Group’s financial performance.

RiskExposure

arising from

MonitoringManagement

Interest

rate risk

Interest bearing

liabilities at floating

interest rates

Cash flow

forecasting

Sensitivity

analysis

Interest rate

swaps

Refer to note 4.2 for notional principal amounts

and valuations of interest rate swaps outstanding

at balance sheet date. A sensitivity analysis of

interest rate risk on the Group’s financial assets

and liabilities is provided in the table below.

At the reporting date the interest rate profile of the

Group's banking facilities was (carrying amount):

2022

NZ$’000

2021

NZ$’000

Total secured borrowingsÉÉÅÃÄÄÉÉÅÊÃÊÁÂ

Less Principal covered by

interest rate swaps

--

Net principal subject to floating

interest rates

ÉÉÅÃÄÄÉÉÅÊÃÊÁÂ

Interest rate swaps have the economic eŸect

of converting borrowings from floating to fixed

rates. The cash flow hedge loss on interest rate

swaps at balance sheet date was nil (2021: nil).

Interest rate sensitivity analysis

The following table summarises the sensitivity of the

Group’s financial assets and financial liabilities to interest

rate risk.

A sensitivity of 1% (2021: 1%) has been selected for

interest rate risk. The 1% is based on reasonably possible

changes over a financial year, using the observed range

of historical data for the preceding five-year period.

Amounts are shown net of income tax. All variables

other than applicable interest rates are held

constant. The impact on equity is presented

exclusive of the impact on retained earnings.

Section 4: Capital Structure and

Financing Costs

IN THIS SECTION

This section outlines how the Group manages its capital structure and related financing costs, including its balance

sheet liquidity and access to capital markets.

Capital structure is how an entity finances its overall operations and growth by using diŸerent sources of funds.

The Directors determine and monitor the appropriate capital structure of the Group, specifically how much is raised

from shareholders (equity) and how much is borrowed from financial institutions (debt) to finance the Group’s

activities both now and in the future.

The Directors consider the Group’s capital structure and dividend policy at least twice a year ahead of announcing

results and do so in the context of its ability to continue as a going concern, to execute strategy and to deliver its

business plan.

4.1 INTEREST BEARING LIABILITIES

Accounting policies

Interest bearing liabilities are the Group’s borrowings.

Borrowings are initially recognised at fair value, net of

transaction costs incurred. Borrowings are subsequently

measured at amortised cost. Any diŸerence between

the proceeds (net of transaction costs) and the

redemption amount is recognised in the consolidated

statement of comprehensive income over the period of

the borrowings using the eŸective interest method.

Borrowings are classified as current liabilities

unless the Group has an unconditional right

to defer settlement of the liability for at least

12 months after the balance sheet date.

The table below separates borrowings into current and

non-current liabilities:

2022

NZ$’000

2021

NZ$’000

Current portion--

Non-current portionÉÉÅÃÄÄÉÉÅÊÃÊÁÂ

ÉÉÅÃÄÄÉÉÅÊÃÊÁÂ

Group Facility Agreement

The Group has a multi-option syndicated facility

agreement, with a sustainability linked loan of A$100

million, a revolving cash advance facility of A$115

million and NZ$24 million, trade finance sub-facilities

of A$30 million and NZ$10 million, and instruments

sub-facilities of A$20 million and NZ$4 million. All

facilities are repayable in full on 26 May 2024.

Interest is payable based on the BKBM rate (NZD

borrowings), the BBSY rate (AUD borrowings), or the

applicable short-term rate for interest periods less

than 30 days, plus a margin of up to 1.25%. The debt

is secured by the assets of the guaranteeing group

in accordance with the Security Trust Deed dated

25 October 2019 as amended 26 May 2021. The

guaranteeing group comprises entities operating in

New Zealand, Australia, North America and the United

Kingdom. The carrying value of the assets pledged as

security is $1,408,254,000 (2021: $1,451,186,000).

The covenants entered into by the Group require

specified calculations of Group earnings before interest,

tax, depreciation and amortisation (EBITDA) plus lease

rental costs to exceed total fixed charges (net interest

expense and lease rental costs) at the end of each half

during the financial year. Similarly, EBITDA must be no

less than a specified proportion of total net debt at the

end of each six-month interim period. The calculations

of these covenants are specified in the bank facility

agreement of 25 October 2019 as amended and restated

on 26 May 2021. The Group has complied with its banking

covenants at all measurement points during the year.

The current interest rates, prior to hedging, on the term

loans ranged between 0.99% - 3.20% (2021: 0.95% - 1.05%).

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KEEPING IT SIMPLE
The table below analyses the Group’s financial liabilities and net-settled derivative financial liabilities into relevant

maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The

amounts disclosed in the table are the contractual undiscounted cash flows, so will not always reconcile with the

amounts disclosed on the balance sheet.

Less than 1

year

NZ$’000

Between

1 - 2 years

NZ$’000

Between

2 - 5 years

NZ$’000

Over

5 years

NZ$’000

As at 31 July 2021

Trade payables and accrued expensesÉÅÈÃÊÄÇ---

Interest bearing liabilitiesÉÃÅÆÊÉÃÅÆÊÉÅÈÃÆÊÈ-

ÉÅÂÃÈ¿ÄÉÃÅÆÊÉÅÈÃÆÊÈ-

As at 31 July 2022

Trade payables and accrued expensesÉʿÿÂÄÉÃÂÂÉÉÃÉÇÈ-

Interest bearing liabilities¿Ã¿ÇÁÉÉ¿ÃÂÉÈ--

ÉÊÆÃÊÉÂÉÉÆÃÆÄÂÉÃÉÇÈ-

The Group enters into forward exchange contracts to manage the risks associated with the purchase of foreign currency

denominated products.

The table below analyses the Group’s derivative financial instruments that will be settled on a gross basis into relevant

maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The

amounts disclosed in the table are the contractual undiscounted cash flows. They are expected to occur and aŸect the

profit or loss at various dates between balance sheet dates and the following five years.

Less than 1

year

NZ$’000

Between

1 - 2 years

NZ$’000

Between

2 - 5 years

NZ$’000

Over

5 years

NZ$’000

As at 31 July 2021

Forward foreign exchange contracts

InflowÉÈÁÃÁÁÉ---

Outflow(ÉÈÊÃÂÄÊ)---

Net inflow / (outflow)ÆÃ¿ÅÈ---

As at 31 July 2022

Forward foreign exchange contracts

InflowÉÄÅÃÇÈ¿---

Outflow(ÉÂÅÃÆ¿È)---

Net inflow / (outflow)ÁÃÁÇÈ---

-1%+1%

Carrying amount

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

As at 31 July 2021

Financial assets

Cash and cash equivalentsÉÆ¿ÃÈÉÆ(ÉÃÅ¿Â)-ÉÃÅ¿Â-

Financial liabilities

Interest bearing liabilities(ÉÅÊÃÊÁÂ)ÂÈÅ-(ÂÈÅ)-

Net increase / (decrease)(»½¶)-»½¶-

-1%+1%

Carrying amount

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

As at 31 July 2022

Financial assets

Cash and cash equivalentsÂÅÃÄÉÅ(ÊÉÅ)-ÊÉÅ-

Financial liabilities

Interest bearing liabilitiesÉÉÅÃÄÄÉÂÁÄ-(ÂÁÄ)-

Net increase / (decrease)»¾¾-(»¾¾)-

4.1.3 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

RiskExposure arising fromMonitoringManagement

Liquidity riskTrade and other payables

Interest bearing liabilities

Cash flow forecastingActive working capital

management

Flexibility in funding

arrangements

The Group has borrowing facilities of $332,772,000 (2021: $317,831,000) and operates well within this facility. This

includes short term bank overdraft requirements, and at balance sheet date no bank accounts were in overdraft.

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Derivative financial instruments
2022

NZ$’000

2021

NZ$’000

Foreign exchange contracts

Current assetÁÃÁÇÈÊÿÄÊ

Current liability-(ÉÃÅÂÁ)

Net foreign exchange contracts

- cash flow hedge (asset /

(liability))

ÁÃÁÇÈÆÃ¿ÅÈ

Interest rate swaps

Current liability--

Non-current liability--

Net interest rate swaps - cash

flow hedge (asset / (liability))

--

Total derivative

financial instruments

· ̧·¹½º ̧»¼½

The above table shows the Group’s financial

derivative holdings at year end.

Interest rate swaps - cash flow hedge

Interest rate swaps are to exchange a floating rate

of interest for a fixed rate of interest. The objective

of the transaction is to hedge the core floating rate

borrowings of the business to minimise the impact of

interest rate volatility within acceptable levels of risk

thereby limiting the volatility on the Group's financial

results. The notional amount of interest rate swaps at

balance sheet date was nil (2021: nil). The fixed interest

rate is nil (2021: nil). Refer to note 4.1.3 for timing of

contractual cash flows relating to interest rate swaps.

Foreign exchange contracts - cash flow hedge

The objective of these contracts is to hedge highly

probable anticipated foreign currency purchases against

currency fluctuations. These contracts are timed to

mature when import purchases are scheduled for

payment. The notional amount of foreign exchange

contracts amounts to US$106,730,000 / NZ$159,303,000

(2021: US$117,650,000 / NZ$164,706,000).

No material hedge ineŸectiveness for interest rate swaps

or foreign exchange contracts exists as at balance sheet

date (2021: nil).

Refer to note 4.2.1 for a sensitivity analysis of foreign

exchange risk associated with derivative financial

instruments.

4.2.1 Foreign exchange risk

Foreign exchange risk is the risk that fluctuations

in exchange rates will impact the Group’s financial

performance. The Group operates internationally

and is exposed to foreign exchange risk arising

from various currency exposures, primarily

with respect to the AUD, USD and EUR.

RiskExposure

arising from

MonitoringManagement

Foreign

exchange risk

Foreign

currency

purchases

(over ÁÅË of

purchases in

USD)

Forecast

purchases

Reviewing

exchange rate

movements

USD foreign

exchange

derivatives

The Group is exposed to currency risk on any cash

remitted between entities in diŸerent jurisdictions.

The Group does not hedge for such remittances.

Interest on borrowings is typically denominated

in either New Zealand dollars or Australian dollars

and is paid for out of surplus operating cashflows

generated in New Zealand or Australia.

Foreign currency sensitivity analysis

The following table summarises the sensitivity

of the Group’s financial assets and financial

liabilities to foreign exchange risk.

A sensitivity of -10% / +10% (2021: -10% / +10%) for

foreign exchange risk has been selected. While it is

unlikely that an equal movement of the New Zealand

dollar would be observed against all currencies, an

overall sensitivity of -10% / +10% (2021: -10% / +10%) is

reasonable given the exchange rate volatility observed

on a historic basis for the preceding five-year period and

market expectation for potential future movements.

Amounts are shown net of income tax. All variables

other than applicable exchange rates are held

constant. The impact on equity is presented

exclusive of the impact on retained earnings.

KEEPING IT SIMPLE

A derivative is a type of financial instrument typically used to manage risk. A derivative’s value changes over time

in response to underlying variables such as exchange rates or interest rates and is entered into for a fixed period. A

hedge is where a derivative is used to manage an underlying exposure.

The Group is exposed to changes in interest rates on its borrowings and to changes in foreign exchange rates on

its foreign currency (largely USD) purchases. The Group uses derivatives to hedge these underlying exposures.

Derivative financial instruments are initially included in the balance sheet at their fair value, either as assets or

liabilities, and are subsequently re-measured at fair value at each reporting date.

An interest rate swap is an instrument to exchange a fixed rate of interest for a floating rate, or vice versa, or one

type of floating rate for another.

4.2 DERIVATIVE FINANCIAL INSTRUMENTS

Accounting policies

Derivatives are initially recognised at fair value on the date

a derivative contract is entered into and are subsequently

re-measured to their fair value. The method of recognising

the resulting gain or loss depends on whether the

derivative is designated as a hedging instrument, and

if so, the nature of the item being hedged. The Group

designates certain derivatives as hedges of highly

probable forecast transactions (cash flow hedges).

At inception of the hedging relationship, the Group

documents the economic relationship between

hedging instruments and hedged items, including

whether changes in the cash flows of the hedging

instruments are expected to oŸset changes in the

cash flows of the hedged items. The Group also

documents its risk management objectives and

strategy for undertaking its hedge transactions.

Cash flow hedge

The eŸective portion of changes in the fair value

of derivatives that are designated and qualify as

cash flow hedges is recognised in equity in the

hedging reserve. The gain or loss relating to the

ineŸective portion is recognised immediately in the

consolidated statement of comprehensive income.

Amounts accumulated in equity are recycled in the

consolidated statement of comprehensive income in the

periods when the hedged item will aŸect profit or loss.

However, when the forecast transaction that is hedged

results in the recognition of a non-financial asset (for

example, inventory) or a non-financial liability, the gains

and losses previously deferred in equity are transferred

from equity and included in the measurement of the

initial cost or carrying amount of the asset or liability.

When a hedging instrument expires or is sold or

terminated, or when a hedge no longer meets the

criteria for hedge accounting, any cumulative gain or

loss existing in equity at that time remains in equity

and is recognised when the forecast transaction is

ultimately recognised in the consolidated statement of

comprehensive income. When a forecast transaction is

no longer expected to occur, the cumulative gain or loss

that was reported in equity is immediately transferred to

the consolidated statement of comprehensive income.

Foreign currency transactions and balances

Foreign currency transactions are translated into the

functional currency using the exchange rates prevailing at

the dates of the transaction. Foreign exchange gains and

losses resulting from the settlement of such transactions

and from the translation at year end exchange rates

of monetary assets and liabilities denominated in

foreign currencies are recognised in the consolidated

statement of comprehensive income, except when

deferred in other comprehensive income. Translation

diŸerences on monetary financial assets and liabilities are

reported as part of the foreign exchange gain or loss.

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4.3 EQUITY
KEEPING IT SIMPLE

This section explains material movements recorded in shareholders’ equity that are not explained elsewhere in the

financial statements. The movements in equity and the balance at 31 July 2022 are presented in the consolidated

statement of changes in equity.

Accounting policies

Share capital

Ordinary shares are classified as equity. Incremental costs

directly attributable to the issue of new shares are shown

in equity as a deduction, net of tax, from the proceeds.

Dividends

Dividends are recognised through equity following

the approval by the Company’s directors.

4.3.1 Contributed equity - ordinary shares

2022

NZ$’000

2021

NZ$’000

Ordinary shares fully paidÈ¿ÈÃÇÄÅÈ¿ÈÃÇÄÅ

Opening balanceÈ¿ÈÃÇÄÅÈ¿ÈÃÇÄÅ

Shares issued under Executive

and Senior Management

Long-Term Incentive Plan

--

Shares issued under share

entitlement offers and

share placement

--

Closing balanceÈ¿ÈÃÇÄÅÈ¿ÈÃÇÄÅ

Number of issued shares

2022

NZ$’000

2021

NZ$’000

Opening balanceÂÅÁÃÅÅÉÂÅÁÃÅÅÉ

Shares issued under Executive

and Senior Management

Long-Term Incentive Plan

--

Shares issued under share

entitlement offers and

share placement

--

Closing balanceÂÅÁÃÅÅÉÂÅÁÃÅÅÉ

As at 31 July 2022 there were 709,001,384 (2021:

709,001,384) ordinary issued shares in KMD Brands

Limited and these are classified as equity.

No shares (2021: nil) were issued under the ‘Executive

and Senior Management Long Term Incentive

Plan 24 November 2010’ during the year.

All ordinary shares carry equal rights in respect of voting

and the receipt of dividends. Ordinary shares do not have

a par value.

Refer to note 6.3 for employee share-based

remuneration plans.

4.3.2 Reserves and retained earnings

Cash flow hedging reserve

The hedging reserve is used to record gains or losses

on a hedging instrument in a cash flow hedge that are

recognised directly in other comprehensive income,

as described in the accounting policy in note 4.2. The

amounts are recognised in profit or loss when the

associated hedged transaction aŸects profit or loss.

Foreign currency translation reserve

The foreign currency translation reserve is used to

record foreign currency translation diŸerences arising

on the translation of the Group entities results and

financial position. The amounts are accumulated in other

comprehensive income and recognised in profit or loss

when the foreign operation is partially disposed of or sold.

Share based payments reserve

The share-based payments reserve is used to recognise

the fair value of share options and performance rights

granted but not exercised or lapsed. Amounts are

transferred to share capital when vested options are

exercised by the employee or performance rights

are vested.

-10%+10%

Carrying amount

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

As at 31 July 2021

Financial assets

Cash and cash equivalentsÉÆ¿ÃÈÉÆÉÅÃÈÇÁ-(ÄÃÂÅÊ)-

Trade and other receivablesÈ¿ÃÊÈ¿ÆÃÁÈÂ-(ÆÃÅÈÆ)-

Foreign exchange contracts

– cash flow hedge

ÊÿÄÊ-(ÉÆÃÅ¿È)-ÉÉÃÆÂÈ

Financial liabilities

Trade and other payables(ÉÈÆÃÅ¿Æ)(ÉÉÃÂÆÇ)-ÁÃÈÅÄ-

Interest bearing liabilities(ÉÅÊÃÊÁÂ)(ÄÃÆÆÄ)-ÈÃÁÉ¿-

Foreign exchange contracts

– cash flow hedge

(ÉÃÅÂÁ)-(ÆÃ¿Á)-ÇÃÄÂÅ

Net increase / (decrease)(º ̧¿¾¿)(μ¾ ̧¶¿¿)¹ ̧¶¿μμ¿ ̧¹º½

-10%+10%

Carrying amount

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

As at 31 July 2022

Financial assets

Cash and cash equivalentsÂÅÃÄÉÅÇÃÄÅÈ-(ÇÃÉÉÆ)-

Trade and other receivablesÁ¿ÃÄÄ¿ÂÃÇÅÇ-(ÊÃÁÂÊ)-

Foreign exchange contracts

– cash flow hedge

ÁÃÁÇÈ-(ÉÈÃÂÈÆ)-ÉÇÃÂÉÈ

Financial liabilities

Trade and other payables(¿ÉÉÿÄÅ)(ÉÆÃÄ¿Ç)-É¿ÃÉ¿Ä-

Interest bearing liabilities(ÉÉÅÃÄÄÉ)(ÄÃÄÂÅ)-ÂÿÊÄ-

Foreign exchange contracts

– cash flow hedge

--(ÄÈ)-ÂÅ

Net increase / (decrease)(μ» ̧¿¾º)(μ½ ̧¾¿¼)μ¼ ̧»·¶μ¹ ̧¶¾½

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Section 5: Group Structure
KEEPING IT SIMPLE

This section provides information about the entities that make up the KMD Brands Limited Group and how they

aŸect the financial performance and position of the Group.

5.1 Subsidiary companies

Subsidiaries are all entities over which the Group has control. Control is achieved when the Group:

•has power over the entity;

•is exposed to, or has rights to, variable returns from its involvement with the entity; and

•can use its power to aŸect returns.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when

the Group loses control of the subsidiary. All subsidiaries in the Group have a balance date of 31 July.

The following entities comprise the significant trading and holding companies of the Group:

Companies

Parties to Deed of

Cross Guarantee

Country of

incorporation

Parent % holding

20222021

Parent entity:

KMD Brands Limited√New Zealand

Subsidiaries:

Kathmandu Group Holdings Limited

(formerly Milford Group Holdings Limited)

√New ZealandÉÅÅËÉÅÅË

KMD Brands Investments LimitedNew ZealandÉÅÅËÉÅÅË

KMD Brands Finance (NZ) LimitedNew ZealandÉÅÅËÉÅÅË

KMD Brands Managed Services (NZ) LimitedNew ZealandÉÅÅËÉÅÅË

KMD Brands Managed Services (AU) Pty LtdAustraliaÉÅÅËÉÅÅË

Kathmandu LimitedNew ZealandÉÅÅËÉÅÅË

Kathmandu Pty Ltd√AustraliaÉÅÅËÉÅÅË

Kathmandu (U.K.) LimitedUnited KingdomÉÅÅËÉÅÅË

Kathmandu US Holdings LLCUnited States of AmericaÉÅÅËÉÅÅË

Oboz Footwear LLCUnited States of AmericaÉÅÅËÉÅÅË

Barrel Wave Holdings Pty Ltd√AustraliaÉÅÅËÉÅÅË

Rip Curl Group Pty Ltd√AustraliaÉÅÅËÉÅÅË

Rip Curl International Pty Ltd√AustraliaÉÅÅËÉÅÅË

PT JarositeIndonesiaÉÅÅËÉÅÅË

Rip Curl Pty Ltd√AustraliaÉÅÅËÉÅÅË

Onsmooth Thai Co LtdThailandÉÅÅËÉÅÅË

Rip Curl Investments Pty LtdAustraliaÉÅÅËÉÅÅË

Blue Surf Pty LtdAustraliaÉÅÅËÉÅÅË

RC Surf Pty LtdAustraliaÉÅÅËÉÅÅË

Rip Curl Airport & Tourist Stores Pty LtdAustraliaÉÅÅËÉÅÅË

JRRC Rundle Mall Pty LtdAustraliaÉÅÅËÉÅÅË

Rip Curl (Thailand) LtdThailandÊÅËÊÅË

RC Airports Pty LtdAustraliaÉÅÅËÉÅÅË

Ozmosis Pty Ltd√AustraliaÉÅÅËÉÅÅË

RC Chermside Pty LtdAustraliaÉÅÅËÉÅÅË

Bondi Rip Pty LtdAustraliaÉÅÅËÉÅÅË

Rip Curl JapanJapanÉÅÅËÉÅÅË

Curl Retail No É. Pty LtdAustralia

ÉÅÅËÉÅÅË

RC Surf Sydney Pty LtdAustraliaÉÅÅËÉÅÅË

RC Surf South Pty LtdAustraliaÉÅÅËÉÅÅË

RC Surf NZ LimitedNew ZealandÉÅÅËÉÅÅË

Rip Curl Finance Pty Ltd√AustraliaÉÅÅËÉÅÅË

Rip Curl Europe S.A.SFranceÉÅÅËÉÅÅË

Rip Curl Spain S.A.USpainÉÅÅËÉÅÅË

Rip Curl Suisse S.A.R.LSwitzerlandÉÅÅËÉÅÅË

Rip Surf LDAPortugalÉÅÅËÉÅÅË

Rip Curl UK LtdUnited KingdomÉÅÅËÉÅÅË

Rip Curl Germany GMBHGermanyÉÅÅËÉÅÅË

Rip Curl Nordic ABSwedenÉÅÅËÉÅÅË

Rip Curl IncUnited States of AmericaÉÅÅËÉÅÅË

Rip Curl Canada IncCanadaÉÅÅËÉÅÅË

Rip Curl Brazil LTDABrazilÉÅÅËÉÅÅË

Reserves

2022

NZ$’000

2021

NZ$’000

Cash flow hedging reserve

Opening balanceÉÃÇÆÉ(ÊÃÉÆÉ)

Realised (gains) / losses transferred to hedged asset(ÂÃÂÁÆ)ÊÃÁ¿Ç

Revaluation movementÉÇÿÁÄÊÃÈÄÊ

Deferred taxation movement¿ÀÇ(È¿Â)(ÊÃÉ¿È)

Closing balanceÈÿÉÄÉÃÇÆÉ

Foreign currency translation reserve

Opening balance(¿ÁÃÆÈ¿)(É¿ÃÅÉÄ)

Currency translation differences – grossÇÊÃÁÊÇ(ÉÂÃÆÆÆ)

Currency translation differences – taxation¿ÀÇ--

Closing balanceÈÃÆÁÉ(¿ÁÃÆÈ¿)

Share-based payments reserve

Opening balance¿ÃÈÇÂÈÅÄ

Change during the yearÁÉÆÉÃÂÁÄ

Deferred taxation movement¿ÀÇ(ÇÅÁ)¿ÄÁ

Transfer to share capital on vesting of shares to employees--

Share options / performance rights lapsed(ÂÂ) (ÊÄ)

Closing balanceÇÃÉÈÊ¿ÃÈÇÂ

Other reserves

Opening balance(ÆÂ)(ÈÉ)

Current year expense recognised in other comprehensive income-ÉÆ

Deferred taxation movement¿ÀÇ--

Closing balance(ÆÂ)(ÆÂ)

Total reservesμ¿ ̧¾»¶(»¿ ̧¿¹μ)

4.3.3 Dividends

2022

NZ$’000

2021

NZ$’000

Prior year final dividend paid¿ÉÿÂÅ-

Current year interim

dividend paid

¿ÉÿÂÅÉÆÃÉÄÅ

Dividends paidÆ¿ÃÊÆÅÉÆÃÉÄÅ

Dividends paid represent NZ$0.06 per share

(2021: NZ $0.02).

4.3.4 Capital risk management

The Group’s capital includes contributed equity, reserves

and retained earnings.

The Group’s objectives when managing capital are to

safeguard the Group’s ability to continue as a going

concern in order to provide returns for shareholders

and benefits for other stakeholders and to maintain an

optimal capital structure to reduce the cost of capital.

To maintain or adjust the capital structure, the Group

may adjust the amount of dividends paid to shareholders,

return capital to shareholders, issue new shares or

sell assets to reduce debt or draw down more debt.

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Consolidated Balance Sheet as at 31 July 2022
2022

NZ$’000

2021

NZ$’000

ASSETS

Current assets

Cash and cash equivalents¿ÇÿÅÉÉÅÅÃÈ¿Â

Trade and other receivables¿ÇÃÆÊÇÉÆÃÊ¿Æ

InventoriesÉÇÈÃÉÁÊÉÉÊÃÄÄÈ

Derivative financial instrumentsÆÃÁÆÄÆÃÅÆÆ

Current tax assetÈÈÅÉÉÈ

Other current assetsÂÂÅÊÆÈ

Total current assetsμ¾· ̧»»¶»¹¿ ̧¶º¹

Non-current assets

Trade and other receivablesÄÂÃÂÇÈÈÉÃÂÉÉ

InvestmentsÇÊÆÃÂÂÂÇÆÄÃÈÉÉ

Property, plant and equipmentÆÅÃÇÊÂÆÇÿÇÅ

Intangible assetsÆÂÂÃÁÅÄÆÈÅÃÄÉÁ

Right-of-use assetsÉÇÇÃÉÂÉÉÇÇÃÁÅÉ

Total non-current assetsμ ̧¼·¹ ̧·º·μ ̧¼º¾ ̧»¶»

Total assetsμ ̧»¾¹ ̧μ¶½μ ̧»¾º ̧¼μ¿

LIABILITIES

Current liabilities

Trade and other payablesÄÈÃÁÇÉÂÇÃÂÁÂ

Derivative financial instruments-ÊÇÆ

Current tax liabilities-ÁÃÅÇÂ

Current lease liabilitiesÊÅÃÇÅÉÊÇÃÇÄÄ

Total current liabilitiesμ¹¶ ̧»¹»μ¹½ ̧¶¿½

Non-current liabilities

Non-current trade and other payablesÂÃÊÆ¿ÂÃÈÇÊ

Interest bearing liabilitiesÉÉÅÃÄÄÉÉÅÊÃÊÁÂ

Loans with related parties¿ÈÂÃÅÇÇ¿ÄÁÃÉ¿Á

Deferred taxÂÈÃÅÂÇÈÊÃÄÂÆ

Non-current lease liabilitiesÉÅÆÃÉ¿ÊÉÅÈÿÇÁ

Total non-current liabilities¿½¿ ̧½¿º¿¶º ̧º¶º

Total liabilities¶¼» ̧¾¾½¶μμ ̧»¹¼

Net assets¿¾¼ ̧»·¼¿¶» ̧¶¾¿

EQUITY

Contributed equity – ordinary sharesÈ¿ÈÃÇÄÅÈ¿ÈÃÇÄÅ

ReservesÉÅÃÆÂÂ(ÆÃÄÄÂ)

Retained earnings(ÊÈÃÊÈÂ)(ÆÄÃÂÅÄ)

Total equity¿¾¼ ̧»·¼¿¶» ̧¶¾¿

5.2 DEED OF CROSS GUARANTEE

Pursuant to ASIC Corporations (wholly owned Companies)

Instrument 2016/785, the Australian-incorporated wholly

owned subsidiaries listed in note 5.1 as parties to the Deed

of Cross Guarantee are relieved from the Corporations Act

2001 requirements for preparation, audit and lodgement

of financial reports and directors’ reports in Australia.

It is a condition of the ASIC Corporations Instrument

that the Company and each of the subsidiaries listed

enter a Deed of Cross Guarantee. The eŸect of the Deed

is that each party guarantees to each creditor of each

other party payment in full of any debt in the event of

winding up of the other party under certain provisions

of the Corporations Act 2001. If a winding up occurs

under other provisions of the Act, the guarantee will

only apply if after six months after a resolution or order

winding up any creditor has not been paid in full.

A consolidated statement of comprehensive income

and balance sheet are prepared for the Company and

controlled entities that are parties to the Deed of Cross

Guarantee, which eliminate all transactions between

parties to the Deed of Cross Guarantee. These financial

statements are included as a separate disclosure within

the Consolidated Financial Statements in order to meet

the Group’s Australian statutory reporting obligations.

Consolidated Statement of Comprehensive Income and Retained Earnings

for the year ended 31 July 2022

2022

NZ$’000

2021

NZ$’000

SalesÊÇÅÃÉÁÁÆÁ¿ÃÅÇÁ

Expenses(ÆÄÆÃÂÉ¿)(ÆÇÁÃÉÁÆ)

Finance costs – netÉÃÁÈÊ(ÉÇÃÈÅÉ)

Profit before income taxº¶ ̧º¿»¹· ̧»ºº

Income tax expense(É¿ÃÄÆÄ)(ÉÇÃÅÂÂ)

Profit after income tax¹º ̧½¼º»½ ̧μ½¶

Other comprehensive incomeÉÆÃÄÇÂ(¿Ã¿ÆÊ)

Total comprehensive income for the yearº· ̧ººμ»¹ ̧·»»

Opening retained earnings(º¾ ̧¶¼¾)(½¼ ̧¶¿¹)

Profit for the year after income taxÇÆÃÈÅÆ¿ÈÃÉÈÂ

Dividends paid(Æ¿ÃÊÆÅ)(ÉÆÃÉÄÅ)

Share options / performance rights lapsedÂÂÊÄ

Closing retained earnings(¿½ ̧¿½¶)(º¾ ̧¶¼¾)

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Executive Directors and Senior Managers
Performance rights granted to Executive Directors and Senior Managers are summarised below:

Opening

balance

Granted during

the year

Vested during

the year

Lapsed during

the year

Closing

balance

Grant date

¿Å Dec ¿Å¿É-ÉÃÁÈÉÃÅÈÆ-(ÆÆÁÃÊ¿Æ)ÉÃÊÉÉÃÊÆÅ

¿¿ Dec ¿Å¿ÅÉÃÇÊÉÃÄÁÅ--(Ê¿ÊÃÇÊÂ)Ä¿ÈÃÊÇÇ

Á Jul ¿Å¿ÅÇ¿ÉÃÇÊÁ--(ÉÈÉÃÆÉÄ)ÉÊÁÃÁÆÉ

¿Å Dec ¿ÅÉÄÊÈÃÈÆÁ--(ÊÈÃÈÆÁ)-

ÉÿÁÃÄÁÄÉÃÁÈÉÃÅÈÆ-(ÉÃÉÁ¿ÃÁÆÄ)¿ÃÆÁÄÃÅÉÆ

Long Term Incentive performance rights vest in

equal tranches. In each tranche the rights are subject

to a combination of a relative Total Shareholder

Return (TSR) hurdle and / or an EPS growth hurdle.

The relative weighting and number of tranches for

each grant date are shown in the table below:

The fair value of the TSR rights have been valued under

a Monte Carlo simulation approach predicting KMD

Brands Limited’s TSR relative to the comparable group

of companies at the respective vesting dates for each

tranche. The fair value of TSR rights, along with the

assumptions used to simulate the future share prices

using a random-walk process are shown below:

The estimated fair value for each tranche of rights issued

is amortised over the vesting period from the grant date.

The proportion of rights subject to the EPS growth

hurdle is dependent on the compound average

annual growth in KMD Brands Limited’s EPS relative

to the year ending 31 July 2021 (2021: 31 July

2020). The applicable performance periods are:

The proportion of rights subject to the relative TSR

hurdle is dependent on KMD Brands Limited’s TSR

performance relative to a defined comparable group of

companies in New Zealand and Australia listed on either

the ASX or NZX. The percentage of TSR related rights

vest according to the following performance criteria:

The TSR performance is calculated for the following

performance periods:

Grant dateTrancheEPS

weighting

TSR

weighting

¿Å Dec ¿Å¿ÉTranche ÉÊÅËÊÅË

¿¿ Dec ¿Å¿ÅTranche ÉÊÅËÊÅË

Á Jul ¿Å¿ÅTranche ÉÅËÉÅÅË

¿Å Dec ¿ÅÉÄTranche ÉÊÅËÊÅË

KMD Brands Limited relative

TSR ranking

% vesting

Below ÊÅth percentileÅË

ÊÅth percentileÊÅË

ÊÉst – ÂÆth percentileÊÅË Ì ¿Ë for each percentile

above the ÊÅth

ÂÊth percentile or aboveÉÅÅË

Tranche20222021

Tranche ÉÇÈ months to É

December ¿Å¿Æ

ÇÈ months to É

December ¿Å¿Ç

20222021

Fair value of TSR rightsÍÉÀÅÇÍÅÀÄÁ

Current price at grant dateÍÉÀÆÂÍÉÀ¿È

Risk free interest rate¿ÀÅ¿ËÅÀ¿ÄË

Expected life (years)ÇÇ

Expected share volatilityÂÉÀÊËÂÇÀÅË

Tranche20222021

Tranche ÉFY¿Æ EPS relative to

FY¿É EPS

FY¿Ç EPS relative to

FY¿Å EPS

The percentage of the December 2020 EPS growth

related rights scales according to the compound

average annual EPS growth over three years. Each

year’s target is set annually, and an average is taken

over the three years to determine overall achievement.

Section 6: Other Notes

6.1 RELATED PARTIES

All transactions with related parties were in the normal

course of business and provided on commercial

terms. No amounts owed to related parties have

been written oŸ or forgiven during the period.

Key management personnel compensation

2022

NZ$’000

2021

NZ$’000

SalariesÊÃÉÄÁÇÃÁÇÅ

Other short-term employee

benefits

ÆÈÄÆÊ¿

Post-employment benefits¿ÅÉÂÊ

Termination benefitsÆÈÄ-

Share-based payments

expense

ÇÅÄ(ÉÁÈ)

ÈÃÈÇÆÆÃ¿ÈÉ

6.2 FAIR VALUES

The following methods and assumptions were

used to estimate the fair values for each class of

financial instrument:

Trade debtors, trade creditors and bank balances

The carrying value of these items is equivalent to their

fair value.

Term liabilities

The fair value of the Group’s term liabilities is estimated

based on current market rates available to the Group

for debt of similar maturity. The fair value of term

liabilities equates to their current carrying value.

Foreign exchange contracts and interest rate swaps

The fair value of these instruments is determined using

valuation techniques (as they are not traded in an active

market). These valuation techniques maximise the use

of observable market data where it is available and

rely as little as possible on entity specific estimates.

Specific valuation techniques used to value financial

instruments include the fair value of interest rate

swaps. These are calculated at the present value of

the estimated future cash flows, based on observable

yield curves and the fair value of forward foreign

exchange contracts, as determined using forward

exchange rates at the balance sheet date, with the

resulting value discounted back to present value.

These derivatives have all been determined to be within

level 2 (for the purposes of NZ IFRS 13) of the fair value

hierarchy as all significant inputs required to ascertain

the fair value of these derivatives are observable.

Guarantees and overdraft facilities

The fair value of these instruments is estimated on

the basis that management do not expect settlement

at face value to arise. The carrying value and fair

value of these instruments are approximately

nil. All guarantees are payable on demand.

6.3 EMPLOYEE SHARE±BASED

REMUNERATION

Accounting policy

Equity settled long term incentive plan

The Executive and Senior Management Long Term

Incentive plan grants Group employee’s performance

rights subject to performance hurdles being met. The

fair value of rights granted is recognised as an employee

expense in the consolidated statement of comprehensive

income with a corresponding increase in the employee

share-based payments reserve. The fair value is measured

at grant date and amortised over the vesting periods. The

fair value of the rights granted is measured using the KMD

Brands Limited share price as at the grant date less the

present value of the dividends forecast to be paid prior

to each vesting date. At each balance sheet date, the

Company revises its estimates of the number of shares

expected to be distributed. It recognises the impact of the

revision of original estimates, if any, in the consolidated

statement of comprehensive income, and a corresponding

adjustment to equity over the remaining vesting period.

Executive and Senior Management Long Term

Incentive Plan

On 20 November 2013, shareholders approved at the

Annual General Meeting the continuation of an Employee

Long Term Incentive Plan (LTI) (previously established 24

November 2010) to grant performance rights to Executive

Directors, Senior Managers, Other Key Management

Personnel and Wider Leadership Management.

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consolidated financial position, results of operations
or cash flows. There are $662,000 of contingent

liabilities as at 31 July 2022 (2021: $558,000).

6.5 CONTINGENT ASSETS

There are no contingent assets as at 31 July 2022

(2021: nil).

6.6 EVENTS OCCURRING AFTER BALANCE

SHEET DATE

On the 20 September 2022 the Board of Directors have

announced that they will pay a final dividend of 3.0 cents

per share, fully franked for Australian shareholders, and

not imputed for New Zealand shareholders. This dividend

is not recorded in the consolidated financial statements.

6.7 SUPPLEMENTARY INFORMATION

Directors’ fees

2022

NZ$’000

2021

NZ$’000

Directors’ feesÁÆ¿ÂÁÅ

Directors’ fees for the Company were paid to the following:

•David Kirk (Chairman)• John Harvey

•Philip Bowman • Brent Scrimshaw

•Andrea Martens • Abby Foote

Audit fees

During the year, the following fees were paid or payable

for services provided by the auditor of the Company, its

related practices and other network audit firms:

2022

NZ$’000

2021

NZ$’000

Audit services – Group auditor

Group audit - KPMG New ZealandÇÄÈ-

Group audit - KPMG AustraliaÉÇÉ-

Group audit - PwC New Zealand-ÆÅÂ

Half year review - PwC New Zealand-ÂÊ

France statutory audit - KPMG FranceÊÉ-

Thailand statutory audit

- KPMG Thailand

ÇÇ-

UK statutory audit

- KPMG New Zealand

¿Å-

È¿ÉÆÄ¿

Audit services - other audit firmsÉÅÈÉÂÆ

Total fees for audit services¿ÂÈÊÈ

2022

NZ$’000

2021

NZ$’000

Non-audit services – Group auditor

Taxation services - KPMG USÉÈÂ-

Taxation services - PwC France &

PwC UK

-ÆÈ

Employee Retention Credits

application - KPMG US

ÉÇÊ-

Revenue certificates

- PwC New Zealand


Banking compliance certificates –

PwC New Zealand


ÇÅ¿ÊÊ

On 6 December 2021 the Group appointed KPMG as

its external auditor for the year ending 31 July 2022

(2021: PwC).

6.8 NEW ACCOUNTING STANDARDS AND

INTERPRETATIONS

New standards and interpretations first applied in

the period

There are no new accounting standards or interpretations

first applied in the period.

A change in accounting policy was made in response

to the IFRIC agenda decision on Software-as-a-Service

(SaaS) cloud computing arrangements as described in

note 1.4.

Standards, interpretations and amendments to

published standards that are not yet eective

There are no standards or amendments published

but not yet eŸective that are expected to

have a significant impact on the Group.

The EPS growth targets for financial year ended 31 July 2022 were set before the impact of COVID-19 related

lockdowns during the financial year were known. Consideration has been given to adjusting these targets, however

currently it has been determined that the EPS growth criteria has not been met and the 2022 achievement is zero.

The fair values of the EPS rights have been assessed as the KMD Brands Limited share price as at the grant date less

the present value of the dividends forecast to be paid prior to each vesting date. The estimated fair value for each

tranche of options issued is amortised over the vesting period from the grant date.

Vesting of Long Term Incentive performance rights also require remaining in employment with the Company during the

performance period.

Other Key Management Personnel and Wider Leadership Management

Performance rights granted to Other Key Management Personnel and Wider Leadership Management are all Short

Term Incentives under the shareholder approved Employee Long Term Incentive Plan, and are summarised below:

Opening balanceGranted during

the year

Vested during

the year

Lapsed during

the year

Closing balance

Grant date

¿Å Dec ¿Å¿É-ÇÃÇ¿¿ÃÅÁ¿--ÇÃÇ¿¿ÃÅÁ¿

¿¿ Dec ¿Å¿ÅÇÃÆÈÈÃÈÄÄ--(ÉÁÂÃÅÉÆ)ÇÿÈÁÃÈÂÆ

ÇÃÆÈÈÃÈÄÄÇÃÇ¿¿ÃÅÁ¿-(ÉÁÂÃÅÉÆ)ÈÃÊÁÉÃÂÈÈ

Short Term Incentive performance rights vest:

•upon the Company achieving non-

market performance hurdles; and

•the employee remaining in employment with

the Company until the vesting date.

The performance period and vesting dates are

summarised below:

20222021

Grant date¿Å Dec ¿Å¿É¿¿ Dec ¿Å¿Å

Performance period

(year ending)

ÇÉ July ¿Å¿¿ÇÉ Jul ¿Å¿É

Vesting dateÇÉ July ¿Å¿ÇÇÉ Jul ¿Å¿¿

The fair values of the rights were assessed as

the KMD Brands Limited share price at the grant

date less the present value of the dividends

forecast to be paid prior to the vesting date.

The non-market performance hurdles set for the year

ending 31 July 2022 were not met and accordingly

no expense (2021: $1,994,000) was recognised in the

consolidated statement of comprehensive income in

respect of Short Term Incentive performance rights

granted 20 December 2021. The expenses incurred in the

current period relate to rights granted 22 December 2020.

Expenses arising from equity settled share-based

payments transactions

2022

NZ$’000

2021

NZ$’000

Executive Director and

Senior Managers

ÇÅÄ(ÉÁÈ)

Other Key Management

Personnel and Wider

Leadership Management

ÈÅÈÉÃÁÁÆ

ÁÉÆÉÃÂÁÄ

Of the performance rights granted on 22 December 2020

under the Short Term Incentives for Key Management

Personnel and Wider Leadership Management plan,

923,339 performance rights have been cash settled after

balance date. The expense disclosed above excludes

cash settled performance rights, with a cumulative

expense of $1,086,000. This expense is included in wages,

salaries, and other short-term benefits in note 2.2.

6.4 CONTINGENT LIABILITIES

The Group is subject to litigation incidental to its

business, none of which is expected to be material.

No material provision has been made in the Group’s

consolidated financial statements in relation to any

current litigation and the Directors believe that such

litigation will not have a material eŸect on the Group’s

KMD Brands Annual Integrated Report 2022130131

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those mattersin order that theshareholdersas a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of ourstatutory audit opinion on the consolidated financial statements as a whole and wedo not

express discrete opinions on separate elements of the consolidated financial statements

The key audit matterHow the matter was addressed in our audit

Impairment assessment of indefinite lifeintangible assets –Goodwill and Brands (note 3.3)

The group has goodwill and brand assets

of $290.0 million and $368.2 million

respectively. These assets are a result of

the historical acquisitionsof the

Kathmandu, Oboz and Rip Curl

businesses.

Impairment assessment of Goodwill and

Brand assets is considered to be a key

audit matter due to the significance of

these assets to the group’s financial

position and the level of management

judgement involved in the impairment

assessment.

These judgements include:

—Determination of cash generating

units (CGUs), or group of CGUs, to

consider for testing;

—Forecast future performance for each

CGU, or group of CGUs; and

—Assessment of discountand terminal

growth rates.

Our audit procedures included:

—Assessing the consistency of management’s approach

against the requirements of the accounting standards,

including assessment of the CGU level at which to test the

intangible assets;

—Utilising our corporate finance specialists to challenge and

assess management’s assumptions, including the terminal

growth rates and independently developing a discount rate

range based on market data to challengediscount rates;

—Assessing the integrity and mechanical accuracy of the

impairment models;

—Challengingthe impairment models’ results by assessing

against EBITDA multiple analysisfrom publicly available

market data;

—Challenging the forecast cash flows in light of current market

conditions and past performance of the group; and

—Considering the sensitivity of key assumptions to changes

within a reasonably possible rangeand associated financial

statement disclosures.

We did not identify any material misstatements in relation to the

impairment assessment of indefinite life intangible assets or

associated disclosures.

Software as a Service (‘SaaS’)cloud computing arrangements(note 1.4)

As a result of the IFRIC agenda decision

that was issued in April 2021, during the

year the group has revised their

accounting policy in relation to

implementation costs on SaaS cloud

computing arrangements. This has

resulted in the Group restating $6.5

million of expenditurepreviously

recognised as an intangible asset as at 31

July 2021, to operating expenditure or

prepayments.

This is considered a key audit matter due

to the complexity involved in assessing

Our audit procedures included:

—Analysingmanagement’s assessment of SaaS cloud

computing arrangements;

—Examiningsource contracts and other correspondence with IT

vendors to understand contractual arrangements and consider

the impacts of these arrangements on the group’s control of

software assets;

—Utilising our accounting technical specialists to assess the

consistency of management’s approach against the

requirements of the accounting standards and IFRIC agenda

decision; and

133

© 2022KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a

private English company limited by guarantee. All rights reserved.

Independent Auditor’s Report

To the shareholders of KMD Brands Limited

Report on the audit of theconsolidated financial statements

Opinion

In our opinion, the consolidated financial

statements of KMD Brands Limited (the ’company’)

and its subsidiaries (the 'group')on pages to :

i.present fairly in all material respects the Group’s

financial position as at 31 July 2022and its

financial performance and cash flows for the

yearended on that datein accordance withNew

Zealand Equivalents to International Financial

Reporting Standards and International Financial

Reporting Standards.

We have audited theaccompanying consolidated

financial statementswhich comprise:

— the consolidated balance sheetas at 31 July

2022;

— the consolidated statements of comprehensive

income, changes in equityandcash flows for

the yearthen ended; and

— notes, including a summary of significant

accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the groupin accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand)issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards)(‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statementssection of our report.

Our firm has also provided other services to the group in relation to tax compliance services. Subject to certain

restrictions, partners and employees of our firm may also deal with the group on normal terms within the

ordinary course of trading activities of the business of the group. These matters have not impaired our

independence as auditor of the group. The firm has no other relationship with, or interest in, the group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $4.1 milliondetermined with reference to a benchmark of group revenue. We

chose the benchmark because, in our view, this is a key measure of the group’s performance that incorporated

the impact of one-off events.

Auditor’s responsibilities for the audit of the consolidated financial
statements

Ourobjective is:

— to obtain reasonable assurance about whether theconsolidated financial statementsas a whole are free

from material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance butis not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statementsis located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/


This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Peter Taylor.

For and on behalf of

KPMG

Christchurch

20 September 2022

135

The key audit matterHow the matter was addressed in our audit

the software systems, thereis a risk that

expenditure on computer software is

incorrectly recorded as an asset due to

the technical complexity of determining

whether an asset is created which is

controlled by the Group.

—On a sample basis, vouchingexpenditure back to supporting

documentation, such as invoices, to assess whether the

expenditures have been appropriately treated.

We did not identify any material misstatements in relation to the

change in accounting policyor associated disclosures.

Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information comprises the information in the Annual Report that is not the financial statements or

independent auditor’s report. Our opinion on the consolidated financial statements does not cover any other

information and we do not express any form of assurance conclusion thereon.

The Annual Report is expected to be made available to us after the date of this Independent Auditor's

Report. Our responsibility is to read the Annual Report when it becomes available and consider whether the

other information it contains is materially inconsistent with the consolidated financial statements, or our

knowledge obtained in the audit, or otherwise appear misstated. If so, we are requiredto report such matters to

the Directors.

Other matter

The consolidated financial statements of the group, for the year ended 31 July2021, wereaudited by another

auditor who expressed an unmodified opinion on those statements on 21 September 2021.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholdersas a body. Our audit work has been

undertaken so that we might state to theshareholdersthose matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholdersas a bodyfor our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directorsfor theconsolidated financial

statements

The Directors, on behalf of thecompany, are responsible for:

— the preparation and fair presentation of theconsolidated financial statementsin accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal controlto enable the preparation of a consolidated set of financial

statementsthat isfairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations or have no realistic alternative but to do so.

The key audit matterHow the matter was addressed in our audit

the software systems, thereis a risk that

expenditure on computer software is

incorrectly recorded as an asset due to

the technical complexity of determining

whether an asset is created which is

controlled by the Group.

—On a sample basis, vouchingexpenditure back to supporting

documentation, such as invoices, to assess whether the

expenditures have been appropriately treated.

We did not identify any material misstatements in relation to the

change in accounting policyor associated disclosures.

Other information

The Directors, on behalf of theGroup, are responsible for the other information included in theentity’s Annual

Report. Other information comprises the information in the Annual Report that i s not thefinancialstatements or

independent auditor’s report. Our opinionon the consolidated financial statements doesnot cover any other

information and we do not express any form ofassuranceconclusion thereon.

The Annual Report is expected to be made available to usafter the date of this Independent Auditor's

Report. Our r esponsibility is to read the Annual Report when it becomesavailable and consider whether the

other information it containsis materially inconsistent with the consolidated financial statements, or our

knowledge obtainedin the audit,or otherwise appear misstated. If so, we are requiredto report such matters to

the Directors.

Other matter

The consolidated financial statements of the Group, for the year ended 31 July 2021, wereaudited by

another auditorwho expressed an unmodified opinion on those statements on21 September2021.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholdersas a body. Our audit work has been

undertaken so that we might state to theshareholdersthose matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholdersas a bodyfor our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directorsfor theconsolidated financial

statements

The Directors, on behalf of thecompany, are responsible for:

— the preparation and fair presentation of theconsolidated financial statementsin accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal controlto enable the preparation of a consolidated set of financial

statementsthat isfairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations or have no realistic alternative but to do so.

KMD Brands Annual Integrated Report 2022134

concerned is not in possession of
any non-public material information.

The policy prohibits Directors,

senior executives, key management

personnel and all other employees

from entering into hedging or

other arrangements that have the

eŸect of limiting the economic

risk in connection with unvested

securities issued pursuant to any

employee option or share plan.

PRINCIPLE 2 Â BOARD

COMPOSITION &

PERFORMANCE

Roles and Responsibilities

The Board is responsible for the

overall supervision and governance

of the Group. A framework for the

eŸective operation of the Board is

set out in the Board Charter, which

includes the following responsibilities:

•the long-term growth and

profitability of the Company;

•developing the strategic

and financial objectives

for the Company;

•monitoring management’s

implementation of key policies,

strategies and financial objectives;

•directing, monitoring and assessing

the Company’s performance

against strategic business plans;

•approving and monitoring

the progress of major capital

expenditure, capital management

and acquisitions and divestitures;

•identifying the principal risks

of the Company’s business;

•reviewing and ratifying the

Company’s systems of internal

compliance and control, risk

management, legal compliance,

corporate governance practices,

financial and other reporting;

•appointing and removing the Group

Chief Executive OŸicer (“CEO”);

•ratifying the appointment, and

where appropriate, the removal of

the senior executives of the Group;

•approving the remuneration

framework for the Group; and

•monitoring and reviewing

board succession planning.

The Board delegates the

responsibility for day-to-day

management and operation of

the Group to the Group CEO, who

in turn delegates parts of these

functions to senior Group executive

and management personnel.

Matters reserved for the Board

and the scope and limitations of

delegations to the Group CEO,

Group executives and management

personnel are set out in a Group

delegated authority policy approved

by the Board on an annual basis.

Board Composition

At 31 July 2022, the Board is

comprised of seven Directors,

namely David Kirk, John Harvey,

Michael Daly, Philip Bowman, Brent

Scrimshaw, Andrea Martens and

Abby Foote.

The Chairperson of the Board is

David Kirk. Six out of the seven

Directors are non-executive

Directors. Michael Daly (managing

Director and Group CEO) is the only

executive Director on the Board.

The Board assesses the

independence of its Directors in

accordance with the requirements

set out in the Board Charter and

the NZX Listing Rules. Michael

Daly, as managing Director, is

employed by the Company in

an executive capacity and is not

considered to be an independent

Director. David Kirk, John Harvey,

Philip Bowman, Brent Scrimshaw,

Andrea Martens and Abby Foote

are considered independent

Directors having regard to the

factors set out in the NZX Code.

A brief biography of each Board

member can be found in the “Board

and Management” section of the

Company’s Investor Website.

Nomination and Appointment

New Directors are selected through

a nomination and appointment

procedure administered by the Board,

as outlined in the Board Charter.

The Board has systems in place

which require that appropriate

checks are conducted before

appointing any new Director or

putting a candidate forward to

the Company’s shareholders

for election as a Director.

The Company enters into written

agreements with each newly

appointed Director or senior

executive establishing the

terms of their appointment.

Skills Matrix

The Board benefits from a

combination of the diŸerent skills,

experiences and expertise that the

Company’s Directors bring to the

Board and the insights that result

from this diversity. The Board is

satisfied that the current composition

of the Board reflects an appropriate

range of the skills, experience,

knowledge and diversity needed

to discharge the Board’s functions

and responsibilities and to achieve

the strategic aims of the Group. The

Board continues to monitor and

review Board composition. The Board

has developed a skills matrix which

it uses to assist in developing plans

for long-term succession to identify

current and future skills gaps.

ADDITIONAL DISCLOSURES

Corporate Governance

The Board and management of KMD

Brands Limited (the “Company”) and

its related companies (“the Group”)

are committed to adhering to best

practice governance principles

and maintaining the highest ethical

standards. The Board is responsible

for the overall governance of the

Group, including adopting the

appropriate policies and procedures

and guiding Directors, management

and employees of the Group’s

businesses to fulfil their functions

eŸectively and responsibly.

The Company regularly examines its

governance arrangements against

national and international standards.

The Company has developed its

corporate governance policies and

practices in line with the principles

and recommendations set out in the

New Zealand Stock Exchange

(NZX) Corporate Governance

Code (NZX Code).

This corporate governance statement

details the Company’s key corporate

governance arrangements. For the

duration of the reporting period,

the Company has followed the

recommendations set out in the

NZX Code where appropriate,

having regard to the size of the

Group and the Board, the resources

available and the activities of the

Group’s businesses. After due

consideration, the Board considers

that there have been no departures

of the Company’s corporate

governance practices from the

recommendations set out in the NZX

Code during the reporting period.

The Company’s relevant charters

and policies are available in

the Governance section of the

Company’s Investor Website

https://www.kmdbrands.com/

corporate-governance.

The information in this statement is

current as at 31 July 2022 (except

where otherwise specified).

This corporate governance statement

has been approved by the Board.

PRINCIPLE 1 Â CODE OF

ETHICAL BEHAVIOUR

The Company is committed

to fostering a culture of best

practice and ethical behaviour and

therefore expects the members

of its Board and all employees

to act in accordance with the

Company’s values, policies and

legal obligations. All Directors and

employees joining the Group are

provided with information on the

Group’s values, and the following

policies, and updates and refreshers

are provided on a regular basis.

Code of Ethics

The Board recognises the need

to observe the highest standards

of ethical corporate practice and

business conduct. Accordingly, the

Board has a formal code of conduct,

to be followed by all Directors and

employees, which provides a guide for

both behaviour and decision making.

Any material breaches of the Code

of Ethics are reported to the Board.

The key aspects of the

Code of Conduct are to:

•act with openness, fairness, integrity

and with the benefit mindset;

•operate with diligence and

carry out responsibilities to

the highest standard;

•act ethically, responsibly and

to comply with the law;

•be accountable for acts

and decisions; and

•speak up if concerned or aware of

conduct that may be a breach of

the Code.

The Group maintains a formal

whistleblowing policy recognising

that the protection of whistle-blowers

is integral to fostering transparency,

promoting integrity and detecting

misconduct. The best way to fulfil

this commitment is to create an

environment in which employees

who have genuine concerns about

improper conduct, unacceptable

behaviour or wrong-doing feel safe

to report it without fear of reprisal.

Securities trading policy

The Company has a policy for

dealing in the Company’s securities

by Directors and employees, which

provides transparency about

expectations and requirements. The

policy is not designed to prohibit

Directors and employees from

investing in the Company’s securities

but recognises that there are times

when Directors or employees cannot,

or should not, deal in those securities.

In addition to the overriding

restriction that persons may not deal

in the Company’s securities while

they are in possession of non-public

material information, all KMD Brands

personnel are not permitted to deal

in securities during certain ‘black

out periods’; being the eight weeks

prior to the release of the Company’s

full and half year financial results.

Directors, senior executives and key

management personnel must receive

clearance from the Chairperson

of the board before any proposed

dealing in Company securities in each

instance. Where a Director or senior

executive is subject to exceptional

circumstances (such as severe

financial hardship), written approval

may be granted by the independent

Directors for the disposal of Company

securities, provided the individual

KMD Brands Annual Integrated Report 2022136137

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Measuring Board performance
The Board undertakes an annual

evaluation of its performance against

the requirements and expectations of

the Board Charter. The performance

of the Board’s committees and each

individual Director is also reviewed

on an annual basis, alongside the

goals and objectives for the Board for

the upcoming year. This review also

identifies any changes needed to the

Board Charter. The Board approves

the criteria for assessing annual

performance of the Group CEO.

The Board has undertaken a

review of its performance in

respect of the reporting period

by individual interviews of

Directors with the Chairperson.

The Board makes appropriate training

available to all Directors to enable

them to remain current on how best

to discharge their responsibilities

and to keep up to date on changes

in areas relevant to their roles.

Diversity

The Group embraces and

encourages a diverse workplace

culture. This enriches collaborative

and creative thinking to provide

innovative products and world class

customer service to an equally

diverse global community.

The Company maintains a written

diversity policy in accordance with

the NZX Code, which aŸirms the

Group’s commitment to harnessing

diŸerences to encourage an

innovative, responsive and productive

workplace, creating value and

rewards for customers, the team,

shareholders and the community.

As part of its diversity policy, the

Remuneration Committee sets

measurable objectives for achieving

diversity across the Group. The

Remuneration Committee carries

out an annual assessment of its

diversity objectives and measures

its progress towards achieving

these objectives. Following this

review, the Board considers that the

principles of the Group’s diversity

policy are currently well-reflected

in the variety of cultures, unique

experiences, perspectives, and

beliefs represented by its teams.

More information about the Group’s

approach to diversity can be found

in the “People” section of this report.

Gender composition of the

Company’s Board of Directors

and Oicers

As at 31 July 2022, the gender

composition of the Company’s

Board and OŸicers is as follows:

DirectorsOicers

FY22FY21FY22FY21

Male5555

Female2141

Total7696

PRINCIPLE 3 Â BOARD

COMMITTEES

The Board has established and

maintains two committees of the

Board to assist with discharging

the Board’s responsibilities: the

Audit and Risk Committee and

the Remuneration Committee.

The Board may establish other

committees as and when required

based on the needs of the Group.

Each Committee is governed by

its own Charter, which has been

adopted by the Board, and is

reviewed periodically. The

Committee charters are available

in the “Governance” section of the

Company’s Investor Website.

Membership of each Committee is

based on the needs of the Company,

relevant legislative and other

requirements and the skills and

experience of individual Directors.

Meetings of the Committees are

scheduled to coincide with the Board

meeting timetable. Each Committee

makes recommendations to the full

Board for consideration and decision-

making as and when required.

The Company does not have a

nomination committee. Due to

the size of the Company’s Board,

the Board as a whole retains the

responsibility for recommending

new Director appointments. The

Board considers that it is able to

deal eŸiciently and eŸectively with

the processes of appointment

and reappointment of Directors to

the Board and considerations of

Board composition and succession

planning. The Board draws on the

experience and advice of external

recruitment specialists

for assistance when required.

The Board will continue to review

the needs of the Group in relation

to the Director nomination

process and whether a change of

approach in this area is needed.

A summary of the roles,

responsibilities and membership

of these two Committees (as at 31

July 2022) is set out opposite.

BUILD GLOBAL BRANDSSUBSTANTIALMEDIUM

Global brand, consumer goods product development

Customer omni-channel management

Strategy development and commercial acumen

ELEVATE DIGITAL

Customer-centric e-commerce, digital and data

LEAD IN ESG

Sustainability for communities, climate and product circularity

Governance experience of listed companies

Risk mangement including non financial risk

LEVERAGE OPERATIONAL EXCELLENCE

Finance, integrated reporting and audit

Capital allocation including M&A

Human capital, talent and culture

International business development

Executive leadership at scale

NUMBER OF DIRECTORS WITH SUBSTANTIAL OR MEDIUM EXPERIENCE

The following chart summarises the skills, attributes and experience

held by the Directors of the Company during the reporting period.

Percentages are determined as at the date of this statement.

Tenure

Directors are appointed and retire by rotation in accordance with the

Company’s constitution and the NZX Listing Rule requirements. Director

tenure is taken into account by the Board when considering the

independence of each Director.

The average tenure for non-executive Directors is 5 years with the

following tenure mix:

Tenure of Directors

>10 years1

6 – 10 years1

3 – 5 years3

<2 years2

KMD Brands Annual Integrated Report 2022138139

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Attendance
The number of meetings of the Board of Directors and the Board Committees held during the

year ended 31 July 2022 and the numbers of meetings attended by each Director were:

Board Audit and Risk CommitteeRemuneration Committee

AttendedEligible to

attend

AttendedEligible to

attend

AttendedEligible to

attend

David Kirk995544

John Harvey 995544

Andrea Martens894534

Brent Scrimshaw895544

Philip Bowman894544

Michael Daly990000

Abby Foote663333

Takeover protocols

The Board has appropriate

protocols in place that set out the

procedure to be followed if there is

a takeover oŸer for the Company. A

committee of independent Directors

would be formed who would have

responsibility for managing the

takeover process in accordance

with the Board protocols and the

New Zealand Takeovers Code.

PRINCIPLE 4 Â REPORTING

AND DISCLOSURE

The Company is committed to

promoting investor confidence

by providing all stakeholders with

timely, accurate and balanced

disclosure of information regarding

its financial and operational matters.

The Company’s Code of Ethics,

Board and Committee Charters

and other key governance policies

and documents are available on

its Investor Website at https://

www.kmdbrands.com/investor-

centre/corporate-governance/

Continuous disclosure policy

The Company’s Continuous

disclosure policy provides that all

Directors, executives and employees

are required to be aware of and

fulfil their obligations in relation to

the timely disclosure of material

information. The policy explains the

respective roles and responsibilities,

procedures and processes in place

to ensure the Company observes its

continuous disclosure obligations

under the NZX Listing Rules. The

policy is available and accessible to

all Group employees and training on

its contents is provided regularly.

Financial Reporting

The Audit and Risk Committee

oversees the quality of external

financial reporting including the

veracity, comprehensiveness and

timeliness of financial statements.

The Company seeks to provide

clear, concise financial statements.

Before the Board approves financial

statements for the Group for a

financial period, it receives from

the Group CEO and Group CFO a

declaration that, in their opinion:

•the financial records of the Group

have been properly maintained;

•the financial statements comply

with the appropriate accounting

standards and other applicable

laws and regulations;

•the financial statements

give a true and fair view of

the financial position and

performance of the Group; and

•that the opinion has been

formed on the basis of a sound

system of risk management

and internal control which

is operating eŸectively.

AUDIT AND RISK COMMITTEEREMUNERATION COMMITTEE

Roles and responsibilities•Overseeing the process of

financial reporting, internal control,

continuous disclosure, financial and

non-financial risk management,

compliance and external audit;

•Monitoring the Group’s compliance

with laws and regulations and the

Company’s Code of Conduct;

•Encouraging eŸective relationships

with, and communication between,

the Board, management and the

Company’s external auditor; and

•Evaluating the adequacy of

processes and controls established

to identify and manage areas

of potential risk and to seek to

safeguard the Company’s assets.

•Overseeing the development

and application of the Group

Human Resources strategy,

the remuneration framework

and associated policies;

•Assisting the Board in relation to

matters concerning remuneration

of senior executives, and Directors;

•Providing eŸective remuneration

policies and programmes to

motivate high performance

from all employees; and

•Confirming that appropriate and

eŸective policies for managing the

performance and development of

employees at all levels are in place.

MembershipAt least three members, a majority of

whom must be independent Directors

and all of whom must be non-executive

Directors. At least one member must

have an accounting or financial

background. The Chair is to be an

independent non-executive Director,

who is not the Chair of the Board.

Current members:

•Abby Foote (Chair)

•David Kirk

•Philip Bowman

Senior executives may be invited to

attend Audit and Risk Committee

meetings by invitation only.

At least three members, a majority of

whom must be independent Directors

and all of whom must be non-executive

Directors. The Chair is to be an

independent, non-executive Director.

Current members:

•Andrea Martens (Chair)

•David Kirk

•Brent Scrimshaw

Senior executives may be invited to

attend Remuneration Committee

meetings by invitation only.

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performance, and individual value
adding performance objectives; and

•Long term incentives via

participation in the Company’s

Long Term Incentive plan.

Short Term Incentives (STI)

Group executives and certain senior

employees are eligible to participate

in an annual STI that delivers rewards

by way of cash and/or deferred

equity. Group Earnings before interest

and tax (EBIT), has been determined

as the appropriate financial

performance target to trigger

payment of STI. The amount of any

STI paid in a year is dependent upon:

a)the level of performance

achieved against the Group’s

financial performance target

(EBIT) for the year; and

b)the outcome of individual value

adding performance, measured

by achievement of individual

KPI’s, subject to a minimum level

of performance achieved by the

Group relative to the financial

performance target (EBIT) for

the year.

For Executives and senior employees

where a short-term equity incentive

is earned, vesting is subject to

ongoing employment by the Group

for a period of one year following

the end of the financial year in

which the incentive is earned.

Long Term Incentive Plan (LTI)

Performance Rights under the

Group’s Long-Term Incentive

Plan have been oŸered each

year since the plan was originally

implemented in 2010.

The plan is intended to focus

performance on achievement of key

long-term performance metrics. The

selected performance measures

provide an appropriate balance

between relative and absolute

Company performance. The Board

continues to reassess the plan and

its structure to confirm it will best

support and facilitate the growth in

shareholder value over the long

term relative to current business

plans and strategies.

Performance rights granted

to the Group executive during

the reporting period are

dependent upon the following:

•50% of vesting is subject to an

Earnings Per Share growth hurdle

over a three-year period between

1 August 2021 and 31 July 2024

(“Performance Period”). The Board

establishes 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. Vesting is on a sliding

scale proportionate to the total

Earnings Per Share growth; and

•50% of vesting is subject to the

Company achieving relative TSR

targets over the 36 months from

1 December 2021 to 1 December

2024. TSR is measured on a

relative basis against a comparator

group of ASX listed companies

(other than metal and mining

stocks) ranked 101 to 200 in the

S&P/ASX200 as at the date of

the grant. Vesting is on a sliding

scale proportionate to the total

Shareholder Return performance.

Performance measurement is at the

end of the applicable Performance

Period with no ability to re-test. In

respect of rights granted during

the reporting period, the relevant

portion of the award that will vest is

determined based on the percentile

ranking of the Company against the

comparator group at the end of the

performance period. Performance

rights are granted at nil cost.

Group CEO Remuneration

Group CEO remuneration comprises

a mixture of base salary, STI and LTI.

The Group CEO remuneration

for the year ending 31 July 2022

is set out in the table below:

Michael Daly Group CEO

Remuneration package for

FY2022

A$

Fixed

(Base salary,

superannuation)

$1,028,500

STI

(60% of fixed)

$617,100 (NZD)

LTI

(70% of fixed)

$719,950 (NZD)

Maximum

potential

remuneration

$2,365,550

The key principles of the Company’s

Remuneration policy for the Group

CEO remuneration package are:

•More than half the total

remuneration for the

Group CEO is at risk;

•Over 85% of the at-risk

remuneration (all except for the

STI KPI’s) is solely dependent

on outcomes of Group financial

performance against short

and long term targets, and

•All long-term incentive (70% of

Fixed Annual Remuneration)

will be measured on a single

3-year performance period.

Non-financial Reporting

The Company is committed to

sharing information about its

environmental and social impact.

Across the Group, the Company

is committed to protecting

workers’ rights, minimising waste

and lowering the environmental

impacts of the Group’s business

operations through understanding

its supply chain. The Company

has reported against the Global

Reporting Initiative (GRI) Standards

framework and the Sustainability

Accounting Standards Board (SASB)

requirements throughout this report.

Refer also to the GRI Index and

SASB Index for further information.

PRINCIPLE 5 Â

REMUNERATION

The Remuneration Committee

is responsible for reviewing

remuneration packages for the

Group CEO and senior executives

and making recommendations to

shareholders in relation to non-

executive Director’s remuneration.

The Remuneration Committee

adopts a series of principles in

determining remuneration related

decisions. The principles used are:

•The remuneration structure should

reward those employees who

can influence the achievement of

the Group’s strategic objectives

and business plans to enhance

shareholder value for successful

Group performance outcomes

and their contribution to these;

•Executive remuneration should

be market competitive, and

generally account for market

practice including consideration

of employee place of domicile;

•Executives’ remuneration

packages should have:

–a substantial portion of their

total remuneration that is “at

risk” and aligned with reward

for creating shareholder value,

–an appropriate balance between

short and long-term performance

focus and outcomes,

–a mix of cash and equity-

based remuneration;

•Due to the Group CEO’s leadership

role in establishing and delivering

achievement of medium and long

term Group strategic objectives

and business plans, and increasing

shareholder value over that

period, the Group CEO, relative to

other Executives, should have:

–a greater proportion of total

remuneration (at least 50%)

that is “at risk”, i.e. contingent

upon the achievement of

performance hurdles, and

–a greater proportion of “at risk”

remuneration weighted towards

equity-based rewards rather

than cash;

•Non-executive Directors’

remuneration should enable the

Company to attract and retain high

quality Directors with the relevant

experience. In order to maintain

independence and impartiality,

non-Executive Directors should

not receive performance-

based remuneration; and

•The Board uses discretion

when setting remuneration

levels, taking into account

interests of shareholders, the

current market environment

and Group performance.

The current approved pool of

remuneration available for payment

to non-executive Directors is AUD

$1,000,000 in aggregate. This

was approved by shareholders

at the Annual Meeting on 26

November 2018. In the year

ended 31 July 2022, total fees

paid to non-executive Directors

amounted to NZD $942,000.

Details of the total remuneration

and value of other benefits received

by each director from the Company

during the reporting period is set out

on page 147 of this Annual Report.

Remuneration policy

The Company maintains a

remuneration policy in relation to its

Directors, executives and employees

which provides for remuneration at

fair and reasonable levels throughout

the Group. The purpose of the

policy is to provide for coherent

remuneration practices which enable

the attraction and retention of high

calibre individuals who contribute

positively to the achievement of the

Group’s strategy and objectives,

and ultimately create value for

the Company’s shareholders. The

remuneration of executive and

non-executive Directors is clearly

diŸerentiated in the policy.

The Board, through the

Remuneration Committee,

undertakes its governance

role in setting Group executive

remuneration including, where

required, use of external independent

remuneration consultants and/

or available market information.

The Group executive remuneration

structure has three components:

•Base salary and benefits

(reviewed annually to assess

appropriateness to the position and

competitiveness within the market);

•Short term incentives determined

on the basis of achievement of

specific targets and outcomes

relating to annual Group financial

KMD Brands Annual Integrated Report 2022142143

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

Committees, copies of current and
past annual reports and transcripts

of annual shareholder meetings.

All relevant announcements made

to the market are shown on the

Company’s Investor Website as soon

as they have been released to NZX

and ASX and can also be accessed

through the Company’s Investor

Website. Investors can subscribe

through the Investor Website to

receive an email alert when a

new announcement is lodged.

Communication

The Board encourages investors

to communicate with the Company

electronically. Investors can

contact the Company through the

Investor Website at https://www.

kmdbrands.com/contact. Investors

have the option of receiving their

communications, which includes

the annual integrated report, from

the Company electronically.

The Company actively engages

with its investors through annual

shareholder meetings, its investor

briefings and roadshows, and meeting

with stakeholders on request.

Approach to seeking additional

equity capital

The Board acknowledges

Recommendation 8.4 of the NZX

Code which suggests that where

the Company requires additional

equity capital, where practical, the

Board should favour capital raising

methods that provide existing

equity security holders with an

opportunity to participate in the

oŸer on a pro-rata basis, and on no

less favourable terms, before further

equity securities are oŸered to other

investors. The Board has taken

Recommendation 8.4 into account,

along with a number of other factors

when considering options for the

capital raisings in previous reporting

periods. Ultimately the Board will

choose methods to raise equity,

when needed, which are necessary

and desirable to achieve the best

outcomes for the Company in the

context of any anticipated transaction

or proposal for which additional

equity capital may be required.

Meetings and voting

Where voting by shareholders on

a matter concerning the Company

is required, the Board encourages

investors to attend the shareholders’

meeting or to send in a proxy

vote. All voting at the Company’s

annual shareholder meeting is

conducted by way of poll on the

basis of one share, one vote.

In 2019, the Company began using

a virtual meeting platform for its

shareholder meetings to allow

participation where a shareholder

is unable to attend in person. The

Company’s notice of meeting will be

available at least 20 working days

prior to the meeting at https://www.

kmdbrands.com/announcements.

FY22 STI outcomes

For the year ended 31 July 2022

the Group financial performance

targets were not met and as

a result, no short-term cash

incentives were paid to the Group

CEO or the Group Executive.

PRINCIPLE 6 Â RISK

MANAGEMENT

The identification and proper

management of the Group’s material

risks is an important priority of the

Board. The Company has a central

risk management framework in place

to identify, oversee, manage and

control risks. The Board regularly

reviews this framework and the

assessments of how the material

risks are impacting its business. The

Board recognises that some element

of risk is inherently necessary in

order to achieve the strategic aims

for the Group’s businesses and

deliver value to shareholders.

Risk management policy

The purpose of the Company’s risk

management policy is to highlight

the risks relevant to the Group’s

operations, and the Company’s

commitment to designing and

implementing systems and methods

appropriate to minimise and control

its risks.

The Audit and Risk Committee

assists the Board in discharging

its responsibility for monitoring

risk management. The Committee

is responsible for establishing

procedures which seek to provide

assurance that major business

risks are identified, consistently

assessed and appropriately

addressed. This Committee

oversees the implementation of

the risk management framework,

monitors its ongoing eŸectiveness

and regularly reports to the Board.

The Audit and Risk Committee

undertook a formal review of

the risk management framework

during the reporting period.

Health and Safety

The Company is dedicated to

cultivating a strong safety culture

and awareness of health and

safety risks, performance and

management within the Group. The

Company has adopted an integrated

approach to safety and wellbeing

across the Group, which recognises

that workplace safety, health and

mental health all contribute to an

employee’s overall wellbeing.

The Board receives and reviews

detailed reports on health and

safety matters at each board

meeting from the Brand CEOs.

More information on Health, Safety

and Wellbeing in the Group can

be found in the GRI Index of this

Report (see pages 170 – 172).

PRINCIPLE 7 Â AUDITORS

The Audit and Risk Committee

is responsible for making

recommendations to the Board about

the appointment or replacement of,

and for monitoring the eŸectiveness

and independence of, the Group’s

external auditor. The Committee

Charter requires that the external

auditor or lead audit partner is

changed at least every five years.

The Committee reviews and assesses

the independence of the external

auditor on an annual basis.

The Company’s changed its external

auditor during the reporting period

and appointed KPMG as external

auditor in December 2021.

The Company has continued to

build its internal audit function

during the reporting period.

This function provides a system

for evaluating and continually

improving the eŸectiveness of

risk management for the Group

and delivers appropriate objective

assurance on risk management.

The Company’s external auditor

attends the annual meetings of

the Company and is available

to answer any questions from

investors relevant to the audit.

PRINCIPLE 8 Â

SHAREHOLDER RIGHTS

& RELATIONS

The Company is committed to

keeping its stakeholders and owners

eŸectively and comprehensively

informed of all relevant information

aŸecting the Group in accordance

with all applicable laws and the

Company’s communication strategy.

Information is communicated to

investors through the lodgement

of all relevant financial and other

information with NZX and ASX,

publishing information on the

Company’s Investor Website, annual

shareholder meetings, annual

and interim reporting, analyst and

investor briefings and roadshows.

Investor Website

The Company’s Investor Website

(www.kmdbrands.com) contains all

key communications concerning the

Company and information about its

brands: Kathmandu, Rip Curl and

Oboz. Shareholders can also view

profiles of the Company’s Board

and Group Executive Management

team on the Investor Website,

along with its key governance

policies, the Charters of the Board

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DIRECTORS’ DETAILS, REMUNERATION AND OTHER BENEFITS
During the year, the Directors and former Directors of the Company received the following remuneration and other

benefits, which were approved by the Board:

DirectorTotal RemunerationOther benefitsRole

David KirkNZD $262,044.45NoneChairman, Non-Executive Director

Philip BowmanNZD $141,624.47NoneNon-Executive Director

John HarveyNZD $141,624.47NoneNon-Executive Director

Andrea MartensNZD $141,624.47NoneNon-Executive Director

Brent ScrimshawNZD $141,624.47NoneNon-Executive Director

Abigail Foote*NZD $113,425.42NoneNon-Executive Director

Michael DalyNZD $1,477,253.47$29,411.76

(superannuation)

Managing Director and

Group Chief Executive OŸicer

* Appointed 15 October 2021

EMPLOYEE REMUNERATION

During the year ended 31 July 2022 a number of employees or former employees, not being Directors of the

Company, received remuneration and other benefits that exceeded NZ$100,000 in value as follows:

DONATIONS

During the year, the Group has made total donations of NZD $178k. The Group has invested over NZD $1mil in

partnership fees, product donations and volunteer hours during FY22. See pages 54 – 57 for further information.

Remuneration (NZD $)Number of Employees

$100,000-$110,000 52

$110,000-$120,000 39

$120,000-$130,000 33

$130,000-$140,000 18

$140,000-$150,000 28

$150,000-$160,000 21

$160,000-$170,000 13

$170,000-$180,000 11

$180,000-$190,000 12

$190,000-$200,000 3

$200,000-$210,000 5

$210,000-$220,000 6

$220,000-$230,000 6

$230,000-$240,000 3

$240,000-$250,000 3

$250,000-$260,000 9

$260,000-$270,000 3

$270,000-$280,000 5

$280,000-$290,000 3

$290,000-$300,000 1

$310,000-$320,000 1

$320,000-$330,000 1

$330,000-$340,000 3

Remuneration (NZD $)Number of Employees

$340,000-$350,000 2

$370,000-$380,000 1

$390,000-$400,000 2

$400,000-$410,000 1

$440,000-$450,000 1

$460,000-$470,000 1

$480,000-$490,000 1

$500,000-$510,000 2

$540,000-$550,000 1

$550,000-$560,000 1

$570,000-$580,000 1

$580,000-$590,000 2

$600,000-$610,000 1

$610,000-$620,000 1

$640,000-$650,000 2

$680,000-$690,000 1

$690,000-$700,000 1

$800,000-$810,000 1

$1,000,000-$1,010,000 1

$1,260,000-$1,270,000 1

$1,510,000-$1,520,000 1

$1,670,000-$1,680,000 1

Statutory Information

DISCLOSURE OF INTERESTS BY DIRECTORS

In accordance with Section 140(2) of the Companies Act 1993, the Directors named below have made a general

disclosure of interest, by a general notice disclosed to the Board and entered in the Company’s interests

register. General notices given by Directors which remain current as at 31 July 2022 are as follows:

DAVID KIRK

NZ Rugby Players AssociationChairman

Forsyth Barr Group Limited and Forsyth Barr LimitedChairman / Director

Bailador Investment Management Pty LimitedManaging Partner

Bailador Technology Investments Limited (including investee companies)Chairman

NZ Performance Horses LimitedDirector

Kiwi Harvest LimitedChairman

Sydney FestivalChairman

Lord Howe Island BoardDirector

New Zealand Food Network LimitedChairman

New Zealand Food Rescue TrustDirector

JOHN HARVEY

Heartland Bank LimitedDirector

Pomare Investments LimitedDirector

Napier Port Holdings LimitedDirector

Port of Napier LimitedDirector

ANDREA MARTENS

ADMA – Australian Data Driven Marketing AssociationCEO

HYG Holdco Pty LimitedDirector

PHILIP BOWMAN

Sky Network Television Limited Chairman

Majid al Futtaim Properties LLCChairman

Tegel Group Holdings LimitedChairman

Ferrovial SADirector

Better Capital PCC LimitedDirector

Vinula Pty LtdDirector

Vinula Superfund Pty LtdDirector

Tom Tom Holdings IncDirector

Majid al Futtaim Capital LLCDirector

Majid al Futtaim Holdings LLCDirector

BRENT SCRIMSHAW

Enero Group LimitedCEO

Rhinomed LimitedDirector

MICHAEL DALY

Stringydale Pty LtdDirector

ABIGAIL FOOTE

Sanford LimitedDirector

Freightways LimitedDirector

KMD Brands Annual Integrated Report 2022146147

ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

PRINCIPAL SHAREHOLDERS
The names and holdings of the twenty largest shareholders as at 19 August 2022 were:

DIRECTORS’ SHAREHOLDINGS

Directors held interests in the following ordinary shares of the Company at 31 July 2022:

Director/Senior ManagerNature of interestNumber held

at 31 July 2021

AcquiredDisposedTotal held at

31 July 2022

David KirkBeneficially owned743,336--743,336

Philip BowmanBeneficially owned300,000450,000-750,000

John HarveyBeneficially owned160,897--160,897

Michael DalyBeneficially owned406,72066,666-473,386

Abigail FooteBeneficially owned065,00065,000

SUBSIDIARY COMPANY DIRECTORS

Section 211(2) of the Companies Act 1993 requires the Company to disclose, in relation to its subsidiaries, the total

remuneration and value of other benefits received by Directors and former Directors, and particulars of entries in the

interests registers made during the year ended 31 July 2022.

No subsidiary has Directors who are not full-time employees of the Group.

The remuneration and other benefits of such employees (received as employees) totalling $100,000 or more during

the year ended 31 July 2022, are included in the relevant bandings for remuneration disclosed on page 147.

No employee of the Group appointed as a Director of KMD Brands Limited or its subsidiaries

receives or retains any remuneration or other benefits in their capacity as a Director.

The persons who held oŸice as Directors (or the legal equivalent in various jurisdictions) of subsidiary companies

at 31 July 2022, and those who ceased to hold oŸice during the year ended 31 July 2022, are as follows:

Company Director / Oice Holder

KMD Brands Investments Limited

KMD Brands Managed

Services (NZ) Limited

KMD Brands Finance (NZ) Limited

Frances Blundell, Chris Kinraid

KMD Brands Managed

Services (AU) Pty Limited

Lachlan Farran,

Anthony Roberts

Milford Group Holdings Limited

(renamed Kathmandu Group

Limited on 16 August 2022)

Kathmandu Limited

Kathmandu (U.K.) Limited

Reuben Casey*, Chris Kinraid

Kathmandu Pty Ltd

Barrel Wave Holdings Pty Ltd

Reuben Casey*, Chris

Kinraid, Anthony Roberts

Kathmandu US Holdings LLCReuben Casey*, Chris Kinraid

Oboz Footwear LLCAmy Beck

Rip Curl, Inc

Rip Curl International Pty Ltd

Rip Curl Proprietary Limited

RC Airports Pty Ltd

Rip Curl Finance Pty Ltd

Rip Curl Group Pty Ltd

Rip Curl Investments Pty Ltd

Bondi Rip Pty Limited

Bluesurf Pty Ltd

Michael Daly and

Anthony Roberts

Curl Retail No 1 Pty Ltd

JRRC Rundle Mall Pty Ltd

Ozmosis Pty Ltd

RC Chermside Pty Ltd

RC Surf Sydney Pty Ltd

RC Surf Pty Ltd

RC Surf South Pty Ltd

Rip Curl Airport and

Tourist Stores Pty Ltd

Anthony Roberts

Company Director / Oice Holder

RC Surf NZ LimitedAnthony Roberts and

Chris Kinraid

Rip Curl Brazil LTDACarla Trindade

Rip Curl Canada IncAnthony Roberts

and Nick Russell

Rip Curl JapanIetoshi Ueda

Onsmooth Thai Co LtdAnthony Roberts, Duncan

Stewart, Michael Daly

PT JarositeJames Hendy, Anthony

John Roberts, JeŸry Robert

Anderson, Michael Daly

Rip Curl Europe S.A.SMathieu Lefin and

Isabelle Espil

Rip Curl Spain SA Unipersonal

Rip Curl UK Ltd

Rip Surf Artigos De Desporto

Unipessoal LDA

Rip Curl Germany GmbH

Rip Curl Italy SRL (voluntary

liquidation eŸective 31 March 2021)

Mathieu Lefin

Rip Curl Suisse S.A.R.LMathieu Lefin and

Julien Haueter

Rip Curl Nordic ABMathieu Lefin, Alois Bersan

and Isabelle Espil

Surf Odyssey SARL

(shareholding diluted eŸective

11 September 2020)

Xavier Barjou

50% subsidiary interests:

Rip Curl (Thailand) Co. LtdSermchai Putamadilok

* retired 19 July 2022

NameOrdinary Shares%

HSBC Custody Nominees (Australia) Limited61,600,7248.66

Citicorp Nominees Pty Limited57,554,6688.09

New Zealand Superannuation Fund Nominees Limited49,505,6166.96

Briscoe Group Limited48,007,4656.75

Citibank Nominees (Nz) Ltd41,592,9165.85

Accident Compensation Corporation36,533,9575.14

J P Morgan Nominees Australia Pty Limited32,825,6064.61

Tea Custodians Limited24,856,0813.49

Bnp Paribas Nominees NZ Limited Bpss4023,754,3523.34

New Zealand Depository Nominee20,494,3482.88

FNZ Custodians Limited19,827,3552.79

National Nominees Limited17,282,9432.43

HSBC Nominees (New Zealand) Limited16,818,6632.36

National Nominees New Zealand Limited15,019,9882.11

JPMORGAN Chase Bank14,278,1582.01

Pt Booster Investments Nominees Limited13,403,3071.88

Forsyth Barr Custodians Limited11,585,2101.63

HSBC Nominees (New Zealand) Limited8,534,0181.2

Custodial Services Limited6,744,9150.95

Bnp Paribas Nominees Pty Ltd6,537,0760.92

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Michael Daly held the following interests in convertible financial products in the Company at 31 July 2022 due to
his participation in the KMD Brands Limited Long Term Incentive Plan for Employees in his capacity as Group Chief

Executive OŸicer.

No other directors held interests in convertible financial products of the Company at 31 July 2022.

Performance rights granted will, subject to satisfaction of performance conditions, vest on the basis of one ordinary

share for each performance right which vests, at the end of each performance period.

Executive Director – Michael Daly

Nature of interestNumber

granted

Grant

Date

Vesting

Period

Vesting

Date

Value of Performance Rights

at Grant Date $A

Performance Rights503,46222 Dec 213 years1 Dec 24719,950

Performance Rights483,62122 Dec 20 3 years1 Dec 23561,000

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS

Number of Holders%Number of Ordinary Shares%

1 to 1,0003,29529.341,922,9140.27

1,001 to 5,0004,06336.1810,620,1361.49

5,001 to 10,0001,54913.7912,015,8521.69

10,001 to 50,0001,83616.3541,000,7885.76

50,001 to 100,0002712.4119,353,9502.72

100,001 and over2171.93626,484,08288.06

Total11,231100%711,347,722100%

The details set out above were as at 27 September 2022.

SUBSTANTIAL PRODUCT HOLDERS

The substantial product holders of ordinary shares (being the only class of quoted voting products) of the Company

and their relevant interests as at 31 July 2022, were as follows:

Ordinary Shares%

Yarra Capital Management Limited59,277,1768.36

Briscoe Group Limited48,007,4656.77

New Zealand Superannuation Fund Nominees Limited42,863,7056.04

Jarden Securities Limited, Harbour Asset Management Limited

and Jarden Scientific Trading Limited

42,447,3395.99

Accident Compensation Corporation36,788,7875.19

As at 31 July 2022, the Company had 709,001,384 ordinary shares on issue. The Company issued 2,346,338 shares on 10 August 2022 following the conversion of

performance rights under the FY2021 tranche of KMD Brands Limited’s performance rights plan.

NZX CLASS WAIVERS RELIED ON

During the year, the Company did not rely on any Class Rulings or Waivers granted by NZX Regulation.

DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNITY

The Group has arranged, as provided for under the Company’s Constitution, policies of Directors’ and OŸicers’

Liability Insurance which, with a Deed of Indemnity entered into with all Directors, provides that generally Directors

will incur no monetary loss as a result of actions undertaken by them as Directors. Certain actions are specifically

excluded, for example, the incurring of penalties and fines which may be imposed in respect of breaches of the law.

The details of the Company’s principal administrative and registered oŸice in New Zealand is:

223 Tuam Street

Christchurch Central

PO Box 1234

Christchurch 8011

SHARE REGISTRY

In New Zealand:Link Market Services (LINK)

Physical Address:Level 30, PwC Tower,

15 Customs Street West,

Auckland 1010

New Zealand

Postal Address:PO Box 91976,

Auckland, 1142

New Zealand

Telephone:+64 9 375 5999

Investor enquiries:+64 9 375 5998

Facsimile:+64 9 375 5990

Internet address:www.linkmarketservices.co.nz

In Australia:Link Market Services (LINK)

Physical Address:Level 1, 333 Collins Street

Melbourne, VIC 3000

Australia

Postal Address:Locked Bag A14

Sydney, South NSW 1235

Australia

Telephone:+61 2 8280 7111

Investor enquiries:+61 2 8280 7111

Facsimile:+61 2 9287 0303

Internet address:www.linkmarketservices.com.au

STOCK EXCHANGES

The Company’s shares are listed on the NZX and the ASX.

INCORPORATION

The Company is incorporated in New Zealand.

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Directory

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GRI Index

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

TABLE 1: GRI GENERAL STANDARD DISCLOSURES

ORGANISATIONAL PROFILE

¢£¤ – ¢ Name of the organisation Purpose and VisionP. Ç

¢£¤ – ¤ Activities, brands, products and

services

Purpose & Vision, Our BrandsP. Ç – Á

¢£¤ – ¥ Location of headquartersDirectoryP. ÉÊÉ

¢£¤ – ¦ Location of operationsOur WorldP. É¿ & ÉÇ

¢£¤ – § Ownership and legal form Purpose & VisionP. Ç

¢£¤ – ̈Markets servedOur Brands, Our World

How We Create Value

P. Æ-Á and

P. É¿ & ÉÇ

P. ¿Æ & ¿Ê

¢£¤ – ©Scale of organisation Our World

Financing our Impact

Table È - Information on

Employees & Other Workers

P. É¿ & ÉÇ

P. ÄÆ – ÄÁ

P. ÉÈÄ – ÉÈÁ

¢£¤ – ªInformation on employees and

other workers

Our People, Our Communities

Table È - Information on

Employees & Other Workers

P. ÆÊ

P. ÉÈÄ – ÉÈÁ

¢£¤ – «Supply chainOur Brands

Our World

How We Create Value

P. Æ – Á

P. É¿ & ÉÇ

P. ¿Æ & ¿Ê

¢£¤ – ¢£Significant changes to the

organisation and its supply chain

Operational Excellence

Our People, Our Communities

P. ÇÈ

P. ÊÅ & ÊÉ

¢£¤ – ¢¢Precautionary principle or

approach

B Corp at KMD Brands

What Matters Most

P. ÉÄ

P. ¿¿ & ¿Ç

¢£¤ – ¢¤External initiatives Our PartnersP. ÉÂÈ - ÉÄÅ

¢£¤ – ¢¥Membership of associations Our PartnersP. ÉÂÈ - ÉÄÅ

STRATEGY

¢£¤ – ¢¦ Statement from senior

decision makers

Report from the ChairP. ÉÆ & ÉÊ

¢£¤ – ¢§Key impacts, risks and

opportunities

Materiality Approach

Climate Risk Disclosure

P. ¿¿ & ¿Ç

P. ÈÈ & ÈÂ

ETHICS AND INTEGRITY

¢£¤ – ¢ ̈ Values, principles, standards and

norms of behaviour

Our Purpose & Vision

B Corp at KMD Brands

Corporate Governance

P. Ç

P. ÉÄ

P. ÉÇÈ

Code of Ethics

¢£¤ – ¢©Mechanisms for advice and

concerns about ethics

Corporate GovernanceP. ÉÇÈCode of Ethics

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

GOVERNANCE

¢£¤ – ¢ª Governance structure B Corp at KMD Brands

TCFD - Governance

Our Board, Our Management

Team

Corporate Governance

P. ÉÄ & ÉÁ

P. ÈÊ

P. ¿Å & ¿É

P. ÉÇÈ - ÉÆÅ

STAKEHOLDER ENGAGEMENT

¢£¤ – ¦£ List of stakeholder groups Materiality approach

Table Ç - Our Stakeholders

P. ¿¿

P. ÉÈÊ

¢£¤ – ¦¢Collective bargaining agreement This appendixNone

¢£¤ – ¦¤ Identifying and selecting

stakeholders

Materiality approach

How We Create Value

Table Ç - Our Stakeholders

P. ¿¿

P. ¿Æ & ¿Ê

P. ÉÈÊ

¢£¤ – ¦¥ Approach to stakeholder

engagement

Materiality approach

Table Ç - Our Stakeholders

P. ¿¿

P. ÉÈÊ

¢£¤ – ¦¦Key topics and concerns raisedOur Material Issues

Table Ç - Our Stakeholders

P. ¿Ç

P. ÉÈÊ

REPORTING PRACTICE

¢£¤ – ¦§Entities included in the

consolidated financial statements

Section Ê: Group StructureP. É¿Ê

¢£¤ – ¦ ̈Defining report content and topic

boundaries

Reporting Approach

Lead in ESG

P. ¿

P. ÆÅ

¢£¤ – ¦©List of material topicsOur Material Issues P. ¿Ç

¢£¤ – ¦ªRestatements of informationThis appendixP. ÉÊÊSee note GRI ÇÅÊ - ÉÿÃÇ d.

¢£¤ – ¦« Changes in reportingReporting Approach P. ¿

¢£¤ – §£Reporting periodThis appendixÉ August ¿Å¿É to ÇÉ July ¿Å¿¿

¢£¤ – §¢Date of most recent reportThis appendixKMD Brands Limited Annual

Integrated Report ÇÉ July ¿Å¿¿

¢£¤ – §¤Reporting cycleThis appendixAnnual (ÅÉ/ÅÄ/¿Å¿É -

ÇÉ/ÅÂ/¿Å¿¿)

¢£¤ – §¥ Contact point for questions

regarding the report

This appendixcompanysecretary@kmdbrands.

com

¢£¤ – §¦Claims of reporting in accordance

with the GRI Standards

This appendixThis report has been prepared

in accordance with the GRI

Standards Core option.

¢£¤ – §§GRI content indexThis appendix

¢£¤ – § ̈External assuranceReporting ApproachP. ¿

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GRI ¥£§ –

¢¬¤¬¥ d.

Base year for the calculationScience-based Climate Action P. È¿ – ÈÊKathmandu

– FYÉÁ current base year:

Scope É: Nil tCO¿e

Scope ¿: ÈÃÄÆÂ tCO¿e

Scope Ç: ÊÃÆÈÇ tCO¿e

Oboz – FY¿É current base year:

Scope É: ÉÁÀÂÇ tCO¿e

Scope ¿: ÉÅÀÊÈ tCO¿e

Scope Ç: ÇÃÄÉÆ tCO¿e

Rip Curl – FY¿Å current base year:

Scope É: ÈÉÅ tCO¿e

Scope ¿: ÊÃÅÆÂ tCO¿e

Scope Ç: ÈÃÈÉÆ tCO¿e

Note: Base year information

has been updated to correct

classification to Scope Ç of data

previously identified as Scope É

GRI ¥£§ –

¢¬¤¬¥ e.

Source of the emission factors

and the global warming potential

(GWP) rates used, or a reference

to the GWP source

Our emissions factors are in

line with the Greenhouse Gas

Protocol. Emissions factors

are sourced from government

GHG reporting guidance

documents published in each

jurisdiction that we operate in.

GRI ¥£§ –

¢¬¤¬¥ f.

Consolidation approach for

emissions; whether equity share,

financial control,

or operational control

Operational control

GRI ¥£§ –

¢, ¤, ¥: g.

Standards, methodologies,

assumptions and/or calculation

tools used

FY¿¿ Scope Éÿ and mandatory

Scope Ç emissions were audited

by Toitū Envirocare under the

carbon programme.

GRI ¥£§ – ¦. GHG emissions intensityOur emissions intensity includes

scopes É, ¿ and Ç for tracked

emissions.

Rip Curl – ¿ÆÀÄÄ

Kathmandu & Oboz combined -

¿ÄÀÉÂ

GRI ¥£§ –

§ a,b, d.

Reduction of GHG emissions

GHG emissions reduced as

a direct result of reduction

initiatives, in metric tons of CO¿

equivalent

Group absolute reduction in CO¿

from baseyear:

Scope É: ÉÇ¿ tCO¿e

Scope ¿: ¿ÃÈÊÄ tCO¿e

These include. CO¿, CHÆ, N¿O,

HFCs, PFCs, SF

GRI ¥£§ –

§ c.

Biogenic CO¿ emissions in metric

tons of CO¿ equivalent

Rip Curl's wetsuit manufacturing

facility, Onsmooth – water supply

ÉÀÈÊÉ, waste water treatment ÊÀ¿Ä.

Kathmandu & Oboz do not report

on Biogenic CO¿ emissions

GRI ¥£§ –

§ e.

Standards, methodologies,

assumptions, and/or calculation

tools used

Reporting standard has changed

from ISO ÉÆÅÈÆ-É :¿ÅÅÈ to ISO

ÉÆÅÈÆ-ÉÏ¿ÅÉÄ

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

TABLE 2 - TOPIC SPECIFIC STANDARDS

GRI °±²: MATERIALS

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

KMD Brands ESG Strategy

Circular Business Models

P. ¿Ç

P. ÆÅ & ÆÉ

P. ÂÅ & ÂÉ, ÂÄ

& ÂÁ

ÉÅÇ – ¿: The management

approach and its components

Table Æ – Management ApproachP. ÉÈÈ – ÉÈÂ

No indicatorGoals and Performance - Circular

Business models

P. ¿ – ÂÊWe are working to align our

reporting metrics as a group as

we are not currently reporting

in accordance to topic indicator

requirements. All our brands

are aiming to report through

the Textile Exchanges’ Material

Change Index (MCI) in a future

reporting period.

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

GRI °±³: EMISSIONS

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

Lead in ESG

Science-based Climate Action

P. ¿Ç

P. ÆÅ & ÆÉ

P. ÈÅ – È¿

Note: *emission figures reported

below are pre-certified totals

ÉÅÇ – ¿: The management

approach and its components

Table Æ – Management ApproachP. ÉÈÈ – ÉÈÂ

GRI ¥£§ – ¢:

a,b,c.

Direct (Scope É) GHG emissionsScience-based Climate Action P. È¿ – ÈÇGross direct (Scope É) GHG

emissions for FY¿¿ is ÆÁÄ* tCO¿e

These include CO¿, CHÆ, N¿O,

HFCs, PFCs, SF.

GRI ¥£§ – ¤:

a,b,c.

Gross location-based energy

indirect (Scope ¿) GHG emissions

Science-based Climate Action P. È¿ – ÈÇGross direct (Scope ¿) GHG

emissions for FY¿¿ is ÁÿÆÈ*

tCO¿e. These include CO¿, CHÆ,

N¿O, HFCs, PFCs, SF.

Our emissions figures are

derived from Scope ¿ purchased

electricity usage at our global

offices, warehouses, stores

and manufacturing facility. We

have also reported our on-site

renewable solar regeneration

locations in our certification.

GRI ¥£§ - ¥:

a,b,c.

Gross location-based energy

indirect (Scope Ç) GHG emissions

Science-based Climate Action P. È¿ – ÈÇGross direct mandatory (Scope

Ç) GHG emissions for FY¿¿ is

ÉÊÃÅÈÈ* tCO¿e. These include

CO¿, CHÆ, N¿O, HFCs, PFCs, SF.

Our emissions figures are derived

from Scope Ç emissions sources,

supplier air and sea transportation,

regional road transportation,

T & D losses and waste across

our global operations.

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GRI °± ́: WASTE

GRI ¢£¥:

Management

Approach

ÉÅÇ - É: Explanation of the

material topic and its boundary

Our Material Issues

Lead in ESG

Circular Business Models

P. ¿Ç

P. ÆÅ & ÆÉ

P. ÂÅ & ÂÉ,

ÂÄ & ÂÁ

ÉÅÇ - ¿: The management

approach and its components

Table Æ - Management ApproachP. ÉÈÈ – ÉÈÂ

¥£ ̈ – ¢ Waste generation and significant

waste-related impacts for the

organisatio

i. The inputs, activities and

outputs that lead or could lead to

these impacts

ii. Whether these impacts relate

to waste generated in the

organisation’s own activities or

to waste generated upstream or

downstream in its value chain

Circular Business ModelsP. ÂÅ & ÂÉ

P. ÂÄ & ÂÁ

¥£ ̈ – ¤: a. Actions, including circularity

measures, taken to prevent waste

generation in the organization's

own activities and upstream and

downstream in its value chain and

to manage significant

impacts from waste generated

Circular Business ModelsP. ÂÅ & ÂÉ

P. ÂÄ – ÄÉ

¥£ ̈ – ¤: b.If the waste generated by the

organisation in its own activities

is managed by a third party, a

description of the processes used

to determine whether the third

party manages the waste in

line with contractual or legislative

obligations

Third-party providers of waste

services are run under the

legislation of the respective

countries in which they operate

and must meet those standards

in the management of the waste

collected.

¥£ ̈ – ¤: cThe processes used to collect and

monitor waste-related data

We collect a combination of

monthly and annual reports from

our waster service providers.

These include a breakdown

of what types of waste were

collected and the quantities of

each waste type collected. These

figures are included in our Toitū

certification programme.

¥£ ̈ – ¥: a.Total weight of waste generated

in metric tons and a breakdown

of this total by composition of the

waste

Circular Business ModelsP. ÂÁTotal waste (estimated) for FY¿¿:

¿ÃÅÊÅ metric tonnes

Paper/cardboard – ÈÄÆ metric

tonnes

Plastics - ÉÉÈ metric tonnes

Non-recyclable - ÉÿÊÉ metric

tonnes

¥£ ̈ – ¥: b. Contextual information necessary

to understand the data and how

the data has been compiled

Some limitations on store data as

some are in malls and it is difficult

to gather data from these sources.

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

¥£ ̈ – ¦: a.Total weight of waste diverted

from disposal in metric tons

and a breakdown of this total by

composition of the waste

Circular Business ModelsP. ÂÁ & ÄÅTotal diversion (estimated):

ÂÆÈ metric tonnes

Paper: ÆÁÆ metric tonnes

Plastic: ÉÉÈ metric tonnes

Neoprene offcuts: ÉÇÇ metric

tonnes

Wetsuit recycling: Ç metric tonnes

¥£ ̈ – ¦: b. Total weight of hazardous waste

diverted from disposal in metric

tons and a breakdown of this

total by the following recovery

operations:

i. Preparation for reuse

ii. Recycling

iii. Other recovery operations

We currently do not report on

hazardous waste.

¥£ ̈ – ¦: c. Total weight of non-hazardous

waste diverted from disposal in

metric tons and a breakdown of

this total by the following recovery

operations:

i. Preparation for reuse

ii. Recycling

iii. Other recovery operations

Circular Business ModelsP. ÂÁ & ÄÅTotal waste diverted via recycling

and repurposing (estimated): ÂÆÇ

metric tonnes

Paper: ÆÁÆ metric tonnes

Plastic: ÉÉÈ metric tonnes

Neoprene offcuts: ÉÇÇ tonnes

¥£ ̈ – ¦: d. For each recovery operation listed

in disclosures ÇÅÈ – Æ b. and

ÇÅÈ – Æ c.

a breakdown of the total weight

in metric tons of hazardous waste

and of non-hazardous waste

diverted from disposal:,

i. On site

ii. Off site

Not reporting against

¥£ ̈ – ¦: e. Contextual information necessary

to understand the data and how

the data has been compiled

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

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GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

GRI °±μ SUPPLIER ENVIRONMENTAL ASSESMENT

GRI ¢£¥:

Management

Approach

ÉÅÇ - É: Explanation of the

material topic and its boundary

Our Material Issues

Lead in ESG

Communities

P. ¿Ç

P. ÆÅ & ÆÉ

P ÆÄ – ÆÁ

ÉÅÇ - ¿: The management

approach and its components

Table Æ – Management ApproachP. ÉÈÈ – ÉÈÂ

¥£ª – ¢New suppliers that were screened

using environmental criteria

Percentage of new suppliers

that were screened using

environmental criteria.

Goals and Performance, Our

People, Our Communities

P. ÊÅ & ÊÉThe Higg Index FEM was rolled

out as the primary environmental

screening tool for suppliers

in FY¿¿. The percentage of

total suppliers screened using

Higg FEM is therefore a more

meaningful measure this year.

Across the Group, ¿ÊË of TÉ

suppliers and ÆÇË of significant T¿

suppliers were screened using the

Higg FEM.

¥£ª – ¤ Negative environmental impacts in

the supply chain and actions taken

Goals and Performance, Our

People, Our Communities

P. ÊÅ & Ê¿ÇÇ TÉ and ÇÁ T¿ suppliers were

assessed for environmental

impacts across the Group

using the Higg Index FEM. One

supplier located in Thailand was

found to lack sufficient control

measures to prevent potential

adverse environmental impact

of uncontrolled hazardous

substance release. Secondary

containment measures and

associated training have been

implemented. Revised supplier

onboarding and monitoring

to improve identification and

address of negative environmental

impacts in the supply chain will be

implemented across the Group in

FY¿Ç.

GRI ¶±²: EMPLOYMENT

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

Lead in ESG

People

P. ¿Ç

P. ÆÅ & ÆÉ

P Æ¿ – ÆÆ

ÉÅÇ – ¿: The management

approach and its components

Table Æ – Management ApproachP. ÉÈÈ – ÉÈÂ

GRI ¦£¢ – ¢New employee hires and employee

turn over

Table  – Hiring & turnoverP. ÉÈÁ

GRI ¦£¢ – ¤Benefits provided to full-time

employees that are not provided

to temporary or part-time

employees

Table Ê – Employment BenefitsP. ÉÈÄ – ÉÈÁ

GRI ¦£¢ – ¥Parental leaveTable Ä – Parental leaveP. ÉÂÅ

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

GRI ¶±°: OCCUPATIONAL HEALTH AND SAFETY

GRI ¢£¥:

Management

Approach

ÉÅÇ - É: Explanation of the

material topic and its boundary

Our Material Issues

People

P. ¿Ç

P. Æ¿ – ÆÇ

ÉÅÇ – ¿: The management

approach and its components

Table Æ – Management ApproachP. ÉÈÈ – ÉÈÂ

GRI ¦£¥ – ¢Occupational health and safety

management system

Table Æ – Management ApproachP. ÉÈÈ – ÉÈÂ

GRI ¦£¥ – «Work related injuriesTable ÉÉ –Work-related injuries P. ÉÂÉ

GRI ¦£¥ – ¢£Work related ill healthTable ÉÅ – Work-related ill health P. ÉÂÉ

GRI ¶±¶: TRAINING AND EDUCATION

GRI ¢£¥:

Management

Approach

ÉÅÇ - É: Explanation of the

material topic and its boundary

Our Material Issues

People

P. ¿Ç

P. Æ¿ – ÆÇ

ÉÅÇ – ¿: The management

approach and its components

Table Æ – Management ApproachP. ÉÈÈ – ÉÈÂ

GRI ¦£¦ – ¢ Average hours of training per year

per employee

a. Average hours of training that

the organisation’s employees have

undertaken during the reporting

period, by:

This appendixKathmandu: ÉÆÀÊÉ hours

Oboz: Ç¿ÀÂÉ hours

Rip Curl: Not reporting against

i. GenderKathmandu: ÉÇÀÁ

(Female) & ÉÈÀÉ (Male)

Oboz: ÇÁÀÊÉ

(Female) & ¿ÈÀÁÂ (Male)

ii. Employee categoryNot reporting against

GRI ¦£¦ – ¤Programmes for upgrading

employee skills and transition

assistance programmes

This appendix

a. Type and scope of programmes

implemented and assistance

provided to upgrade employee

skills

Retail specific – product training,

sales fundamentals

Leadership coaching, critical

thinking and influence skills

b. Transition assistance

programmes provided to facilitate

continued employability and the

management of career endings

resulting from retirement or

termination of employment

Not reporting against

GRI ¦£¦ – ¥Percentage of employees

receiving regular performance and

career development reviews

Table É¿ – Performance reviewsP. É¿

a. Percentage of total employees

by gender and by employee

category who received a

regular performance and career

development review during the

reporting period

Table É¿ – Performance reviewsP. É¿

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GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

GRI ¶±³: DIVERSITY AND EQUAL OPPORTUNITY

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Table Æ – Management ApproachP. ¿Ç

P. Æ¿ – ÆÇ

ÉÅÇ – ¿: The management

approach and its components

Table Æ – Management ApproachP. ÉÈÈ – ÉÈÂ

¦£§ – ¢ Diversity of governance bodies

and employees

Our People, Our Communities P.ÆÆ & ÆÊ

GRI ¶±·: FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

Lead in ESG

Communities

P. ¿Ç

P. ÆÅ & ÆÉ

P. ÆÄ – ÊÉ

ÉÅÇ – ¿: The management

approach and its components

Table Æ - Management approach P. ÉÈÈ – ÉÈÂ

¦£© – ¢Operations and suppliers in

which workers' rights to exercise

freedom of association or

collective bargaining may be

violated or at significant risk

Worker Voice Tools and Grievance

Mechanisms.

P. ÊÅ – ÊÇÈÆË of KMD Brands suppliers are

in China. Individual worker rights

including freedom of association

and collective bargaining are

at risk as collective bargaining

and independent unions do not

exist. COVID has increased the

vulnerability of workers across all

suppliers. Our response has been

to focus on transparency and

partnership and less emphasis on

policing and compliance, having

an on the ground ESG specialist

based in Asia, integrating a worker

voice component into every full

social audit and trialling other

worker voice tools.

GRI ¶±μ: CHILD LABOUR

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

KMD Brands ESG Strategy

Communities

P. ¿Ç

P. ÆÅ & ÆÉ

P. ÆÄ – ÊÉ

ÉÅÇ – ¿: The management

approach and its components

Table Æ - Management ApproachP. ÉÈÈ – ÉÈÂ

¦£ª – ¢: a. Operations and suppliers at

significant risk for incidents of:

i. Child labour

ii. Young workers exposed to

hazardous work

Our People, Our communities P. ÆÄ – ÊÉChild labour is common in the

international apparel industry,

especially in Tiers ¿, Ç and Æ

(raw materials). We have partial

visibility into Tier ¿ of our supply

chain and very limited visibility

into Tiers Ç and Æ. KMD Brands

has a mandatory child labour

policy and process that all staff

and suppliers are required to

adhere to.

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

¦£ª – ¢: b. Operations and suppliers

considered to have significant risk

for incidents of child labour either

in terms of:

i. Type of operation (such as

manufacturing plant) and supplier

Our People, Our communities P. ÆÄ – ÊÉOur manufacturing operations

and technical suppliers are at very

low risk. The raw materials level

and material mills have a higher

risk level. Countries considered at

risk are China, Vietnam, Indonesia,

Bangladesh, Cambodia, India,

Mexico, Thailand. We partner with

local NGOs who work to prevent

and respond to cases of forced

and child labour in the event that

cases are uncovered

¦£ª – ¢: c. Measures taken by the

organisation in the reporting

period intended to contribute to

the effective abolition of child

labour

ii. Countries or geographic areas

with operations and suppliers

considered at risk

Our People, Our communities P. ÆÄ – ÊÉWe participate in numerous third-

party accreditations that give us

greater confidence in the ethical

sourcing of those materials. We

participate in multi stakeholder

initiatives addressing issues such

as child labour that are beyond

our ability to fully address alone.

GRI ¶± ̧: FORCED OR COMPULSORY LABOUR

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

KMD Brands ESG Strategy

Communities

P. ¿Ç

P. ÆÅ & ÆÉ

P. ÆÄ – ÊÉ

ÉÅÇ – ¿: The management

approach and its components

Table Æ – Management ApproachÉÈÈ – ÉÈÂ

¦£« – ¢: a. Operations and suppliers

considered to have significant risk

for incidents of:

i. type of operation (such as

manufacturing plant) and supplier

ii. countries or geographic areas

with operations and suppliers

considered at risk

Our People, Our communities P. ÊÅ & ÊÉForced labour and forms of

modern slavery are common in

the international apparel industry.

Migrant workers are especially

vulnerable to forced labour.

Products made in China, Taiwan,

Vietnam, India, Mexico and

Indonesia are all at risk of forced

labour. Rip Curl owns and operates

a wetsuit manufacturing factory

in Chiang Mai, Thailand. This area

is known for risk to worker rights.

By owning and operating this

facility, we have full control of the

procedures that put our workers'

safety as our top priority, giving all

workers a voice that will be heard.

KMD Brands Annual Integrated Report 2022162163
ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

¦¢¤ – ¥: a. Total number and percentage of

significant investment agreements

and contracts that include human

rights clauses or that underwent

human rights screening

Our People, Our communities P. ÊÉEvery one of our Tier É suppliers

has to enter into an agreement

with each KMD Brand which

includes signing and agreeing to

abide by and be assessed against

our Code of Conduct. This is also

being rolled out to our strategic

Tier ¿ suppliers who now sign a

revised service level agreement,

which includes abiding by our

company Code of Conduct and

human rights standards.

¦¢¤ – ¥: b. The definition used for ‘significant

investment agreements’

Our People, Our communities A 'significant investment' includes

any and every supplier because

no matter how much we spend

with a supplier, our commitment to

our stakeholders and shareholders

is to invest our resources into our

supply chain to protect human

rights.

¦£« – ¢: b. Measures taken by the

organisation in the reporting

period intended to contribute

to the elimination of all forms of

forced or compulsory labour

Our People, Our communitiesP. ÆÄ – ÊÇWe adopt a benefit mindset, a

partnership approach to our

suppliers based on transparency

and a collaborative response to

addressing forced labour and

modern slavery. We access worker

voices through social media

platforms, effective grievance

mechanisms and anonymous

worker surveys. We conducted

modern slavery, forced labour

and human trafficking prevention

and awareness training. We

continue to work with other

sectors and on the creation

of policies and legislation that

meaningfully addresses slavery

and exploitation.

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILSGRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

GRI ¶²¹: HUMAN RIGHTS ASSESSMENT

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

KMD Brands ESG Strategy

Communities

P. ¿Ç

P. ÆÅ & ÆÉ

P. ÆÄ – ÊÉ

ÉÅÇ – ¿ The management

approach and its components

Table Æ – Management ApproachP. ÉÈÈ – ÉÈÂ

¦¢¤ – ¢: a. Total number and percentage of

operations that have been subject

to human rights reviews

or human rights impact

assessments, by country

Our People, Our communities P. ÊÅ & ÊÉÉÅÅË of our Tier É operations

across all countries we

manufacture in are subject to

human rights assessments. As

a result of our partnership with

Elevate, human rights risks and

trends are now immediately

available to us as a company.

¦¢¤ – ¤: a. Total number of hours in the

reporting period devoted to

training on human rights policies

or procedures concerning aspects

of human rights that are relevant

to operations

Our People, Our communities P. ÊÉapprox ÊÅÅ

¦¢¤ – ¤: b.Percentage of employees trained

during the reporting period

in human rights policies or

procedures concerning aspects of

human rights that are relevant to

operations

Our People, Our communities P. ÊÉ Percentage of employees trained

at head office is approximately

ÈÅË.

GRI ¶²¶: SUPPLIER SOCIAL ASSESSMENT

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

KMD Brands ESG Strategy

Communities

P. ¿Ç

P. ÆÅ & ÆÉ

P. ÆÄ – ÊÉ

ÉÅÇ – ¿ The management

approach and its components

Table Æ - Management ApproachP. ÉÈÈ – ÉÈÂ

¦¢¦ – ¢: a.Percentage of new suppliers that

were screened using social criteria

Our People, Our communities P. ÊÅ & ÊÉ

¦¢¦ – ¤: a.Number of suppliers assessed for

social impacts

Our People, Our communities P. ÊÅ & ÊÉ

¦¢¦ – ¤: b.Number of suppliers identified

as having significant actual and

potential negative social impacts

Highlights and Lowlights for FY¿¿

Our People, Our communities

P. ÉÉ

P. ÊÅ – ÊÉ

¦¢¦ – ¤: c.Significant actual and potential

negative social impacts identified

in the supply chain

Our People, Our communities P. ÊÅ – ÊÉ

¦¢¦ – ¤: d.Percentage of suppliers identified

as having significant actual and

potential negative social impacts

with which improvements were

agreed upon as a result of

assessment

Our People, Our communities P. ÊÅ & ÊÉApproximately ÉÅË of suppliers

improved in their transparency

between the two year audit cycle.

Improving wider transparency and

a willingness by suppliers to share

their imperfections is our focus.

¦¢¦ – ¤: e.Percentage of suppliers identified

as having significant actual

and potential negative social

impacts with which relationships

were terminated as a result of

assessment, and why

Our People, Our communities P. ÊÅ & ÊÉÉÉ suppliers were exited in

FY¿¿, some due to their ongoing

unwillingness to make any

changes or improvements.

KMD Brands Annual Integrated Report 2022164165
ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

GRI INDICESDESCRIPTIONREFERENCEPAGE #SUPPORTING DETAILS

GRI ¶² ́: CUSTOMER HEALTH AND SAFETY

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

Building Global Brands

P. ¿Ç

P. ¿Ä

ÉÅÇ – ¿: The management

approach and its components

Table Æ - Management ApproachP. ÉÈÈ – ÉÈÂ

¦¢ ̈ – ¤ Incidents of non-compliance

concerning the health and safety

impacts of products and service

KMD Brands takes customer

health and safety seriously. Any

health and safety-related incidents

are treated as high priority and

investigated accordingly with the

appropriate corrective action to

prevent reoccurrence. We take

what we learn to make changes

and prevent these incidents from

happening again.

¦¢ ̈ – ¤: a. i. Incidents of non-compliance

with regulations resulting in a fine

or penalty;

Å incidents.

ii. Incidents of non-compliance

with regulations resulting in a

warning;

Å incidents.

iii. Incidents of non-compliance

with voluntary codes.

Å incidents.

¦¢ ̈ – ¤: b. If the organisation has not

identified any non-compliance

with regulations and/or voluntary

codes, a brief statement of this

fact is sufficient

We have not identified any non-

compliance with regulations and/

or voluntary codes.

GRI ¶²μ: CUSTOMER PRIVACY

GRI ¢£¥:

Management

Approach

ÉÅÇ – É: Explanation of the

material topic and its boundary

Our Material Issues

Elevating Digital

P. ¿Ç

P. Ç¿

ÉÅÇ – ¿: The management

approach and its components

Table Æ - Management ApproachP. ÉÈÈ – ÉÈÂ

¦¢ª – ¢Substantiated complaints

concerning breaches of customer

privacy and losses of customer

data

Total number of substantiated

complaints received concerning

breaches of customer privacy

categorised by:

i. Complaints received from

outside parties and substantiated

by the organisation

ii. Complaints from regulatory

bodies

Elevating Digital P. ǿThere were no substantiated

complaints identified in FY¿¿

TABLE 3: OUR STAKEHOLDERS

STAKEHOLDER GROUPENGAGEMENT MECHANISMFREQUENCY OF ENGAGEMENTKEY ISSUES RAISED

CustomersSocial media

Customer insights

In our stores

Our website

Via our customer service team

Loyalty member communications

OngoingAnimal welfare

Waste management

Community investment

opportunities and sponsorship

Climate Change

Human rights in our supply chain

Product care and repair

Plastic packaging

Microfibres

EmployeesPerformance mechanisms

Questionnaire and surveys

Other engagement opportunities

Ongoing Health and safety

Waste management

Training

Climate Change

Sustainability leadership

SuppliersMeetings

Site visits

OngoingFair and open procurement

practices

Fair working conditions

Environmental impacts

Climate change

Product quality and safety

FactoriesMeetings

Site visits

Audits

OngoingFair working conditions

Civil society, community

organisations,

brand athletes and

ambassadors

In our stores and offices

Company & community events

Social media

Meetings

Website

OngoingOur impact on communities

Social investment and sponsorship

Human rights in our supply chain

Environmental impacts

Fair working conditions

Government and

regulators

Meetings

Reports

Site visits

Quarterly and as requiredEconomic performance

Environmental impacts

Community impacts

Shareholders and

Investment community

Our annual report

Annual shareholder meeting

ASX and NZX announcements

Investor website

Investor roadshows, briefings,

forums

OngoingEconomic performance

All sustainability material issues

Sustainability leadership

ESG Performance

Industry associations

and Business Partners

Meetings

Reports

Social media

Industry working groups

Workshops

Ongoing Environmental impacts

Community impacts

Product material stewardship

Product compliance

Human rights in our supply chain

KMD Brands Annual Integrated Report 2022166167
ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

TABLE 4: MANAGEMENT APPROACH

TOPICPOLICIES AND

MANAGEMENT

ACTIVITIESEVALUATIONACCOUNTABLE

DEPARTMENT

Workers' rights: freedom of

association and collective

bargaining, child labour,

forced or compulsory labour,

human rights assessment,

supplier social assessment

Supplier code of conductSupplier code of

conduct (COC)

Worker Voice tools

External

Memberships

Our COC aligns to the Fair

Labor Association's (FLA)

ÉÅ guiding principles. FLA

membership supports us

through external factory

audits and findings review.

Worker voice tools by

Elevate FLA and SAC

memberships support our

policies to support worker

rights

Sourcing and ESG

Materials, waterAzo Dyes Policy, Down

Feather Policy, Leather

Policy, Uzbek Cotton

Policy, Nano-Silver

Technology Statement

of Intent, Perflourinated

Chemicals Statement of

Intent, Sheep Mulesing

Statement of Intent, Man-

Made Cellulosics Policy,

Restricted Substances

List.

Our preferred

materials priority list

guides our materials

sustainability

strategy.

Kathmandu participates

in the Textile Exchange

report rankings and

our other brands will do

so in future reporting

periods. We use the Higg

Index as a key driver

for better materials.

We use existing and

emerging technologies to

create more sustainable

products

Product

Customer health and safetyWe research and

complete all compliance

requirements before

entering new products

into the market.

Our quality

department reviews

products before

entering the market.

Market compliance

research.

KMD Brands takes

customer health and

safety seriously. Any

health and safety-related

incidents are treated

as high priority and

investigated accordingly.

Appropriate corrective

action is taken, where

necessary, to prevent

reoccurrence. We take

what we learn to make

changes and prevent

incidents from happening

again.

Quality and OHS

Customer privacyWe have a stringent

policies and processes

in place to protect the

privacy of our customers'

personal information.

Our relevant team

members are briefed

on the details of the

policy to ensure no

breaches are made.

Communication is

highly prioritised

with the customer

following any

incidents.

Reviews are completed on

any incidents to achieve

continuous improvement.

Information Security,

Legal, Customer Services

TOPICPOLICIES AND

MANAGEMENT

ACTIVITIESEVALUATIONACCOUNTABLE

DEPARTMENT

WasteOur Group ESG strategy

includes the following

Circular Business Models

goal – To divert of ÁÅË of

waste to landfill from our

direct operations by ¿ÅÇÅ.

We engage with all

key stakeholders

internally and

externally in

managing our

operational waste.

Our new strategy goal

has been set at a group

level and will be tracked

to evaluate how we are

managing waste.

Brand, Finance, Retail

Operations

Carbon emissionsOur Group ESG strategy

includes the following

Science-Based Climate

Action goals:

Reduced absolute Scope

É and ¿ emissions by

a minimum of ÆÂË by

¿ÅÇÅ, from a FYÉÁ base

year (ÆÀ¿Ë per annum

emissions reduction).

Reduced absolute Scope

Ç emissions by a minimum

of ¿ÄË by ¿ÅÇÅ from a

FYÉÁ base year (¿ÀÊË

reduction per annum).

We have submitted

our targets to SBTi

and are awaiting

approval. We are

working with Toitū

Envirocare to track

our emissions and

purchase carbon

offsets where

meaningful. Working

with manufacturing

suppliers to adopt the

use of the Higg Index

FEM.

We evaluate main sources

of energy usage across

Scope É, ¿ and Ç areas.

We will be looking to

expand our Scope Ç

tracking in the coming

years as our suppliers

adopt the HIGG FEM.

Brand, Finance, Retail

Operations, Property

Team development:

new employee hires and

turnover, benefits for full-

time employees, parental

leave, occupational health

and safety, training and

education, diversity, equal

opportunity

Group ESG Focus

area: Our People,

Our Communities. As

part of our People

Plan strategy, we

integrate these material

topics as part of our

continuous improvement

management approach.

We engage with all

key stakeholders

internally and

externally in

managing our

strategy.

We conduct interviews

and surveys as a way

to inform our strategy

approach.

Human Resources

KMD Brands Annual Integrated Report 2022168169
ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

TABLE 5: EMPLOYMENT BENEFITS

BENEFITS THAT ARE STANDARD FOR FULLºTIME EMPLOYEES OF THE ORGANISATION BUT ARE NOT PROVIDED TO TEMPORARY

OR PARTºTIME EMPLOYEES

Life insuranceKathmandu – NZ head office, DC & Store Managers

Rip Curl – USA & Canada

OBOZ – ÍÉÅÃÅÅÅ per employee

Health care/InsuranceKathmandu – NZ head office, DC & Store Managers

Rip Curl – USA, Canada, Indonesia & Brazil employees

OBOZ – ÉÅÅË for medical, dental and vision care for employees & ÊÅË for dependents

Disability and invalidity coverageRip Curl – Europe, USA & Indonesia employees

OBOZ – Short-term disability cover

Parental leaveAs per Government requirements

Retirement provisionKathmandu & Rip Curl – As per Government requirements

OBOZ – Company-sponsored ÆÅÉ(k) Plan offered to eligible employees

Stock ownershipExecutive teams and wider leadership team

Others - to eligible employeesKathmandu - Flu vaccine, EAP, Super salary sacrifice option, product discounts, phone/car

allowances

Rip Curl – Product allowance & discounts, Flu vaccine, EAP, Super salary sacrifice option, rice

allowance, social security, phone/car allowances

OBOZ – up to ÉÈ paid time off for volunteer work

TABLE 6: INFORMATION ON EMPLOYEES AND OTHER WORKERS

AUSNZEUROPEBRAZILJAPANINDONESIATHAILANDCANADAUSATOTAL

BY EMPLOYMENT TYPE

Full-time¿ÇÇÅ¿¿ÉÂÆÂÁÉÂÂÄÇÉÈÅ¿ÃÇÈÆ

Part-timeÈÆÊ¿ÁÇÆÉÅÉÄÅÉ¿ÆÈÉÿÇÊ

CasualÉÿÇÄÆÉÅÅÅÅÅÅÁÉÿÄÄ

Total employees¿ÃÈÅÈÈÆÉ¿È¿ÂÆÄÁÁÂÂÄÆÆÉÊÆÃÄÄÂ

BY CONTRACT TYPE

PermanentÉÃÇÊÆÊÄÁÉÁÄÂÆÄÄÉÂÂÄÆÆÅÈÇÃÆÁ¿

Fixed-term

full-time

ÉÅÄÊÇÅÅÉÅÅÅÅÄÉ

Fixed-term

part-time

ÆÇÉÉÅÅÄÅÅÅ¿È

CasualÉÿÇÄÆÉÅÅÅÅÅÅÁÉÿÄÄ

Total workforce¿ÃÈÅÈÈÆÉ¿È¿ÂÆÄÁÁÂÂÄÆÆÉÊÆÃÄÄÂ

BY GENDER

FemaleÉÃÈÆÉÆÅÁÉÆÉÇÊÊÆÆÈǿɿÉÊÇÃÉ¿Ç

MaleÁÇÁ¿¿ÄÉ¿ÉÇÁÇ

ÊÊÉÆÈÇÉÁÁÉÃÂÇÇ

Another Gender¿ÈÆÅÅÅÅÅÅÉÇÉ

BY AGE GROUP

ÐÇÅÉÃÂÇÆÇ¿¿ÂÁ¿ÂɿƿÄÂÅÇÅ¿ÃÂÄÉ

ÇÅ-ÊÅ¿ſÈÂÉÊ¿ÆÊÂÈÄÆÊÁÆÁÉÉÃÄÉÇ

ÊÅÌÉʿʿÇÉ¿ÅÂÇ¿ÅÉ¿ÁÇ

AUSNZEUROPEBRAZILJAPANINDONESIATHAILANDCANADAUSATOTAL

BY CATEGORY

ExecutiveÉÊÄÉÅÅÅÅÅÇ¿Â

Senior managementÆÇÇÂÁ¿ÉÉÉÉÉÇÉÅÄ

ManagementÆÇÆÉÊ¿ÇÈÆ¿ÆÆÇÅʿ¿Â

Non management¿ÃÉÉÆÆÆÆ¿ÉÈÈÄÊÁÆÂÇÆÇÇÆÂÆÃÅ¿Ê

TABLE 7: HIRING & TURNOVER

AUSNZEUROPEBRAZILJAPANINDONESIATHAILANDCANADAUSATOTAL

NEW HIRES

PermanentTotalÊÇ¿¿ÊÂÇÆÇÇ¿ÈÇÈÅÇÇÆÁÉÃÊÂÈ

IndefiniteTotalÉÃÅÄÂÆ¿ÉÅÄÅÅÉÅÅÂÉÿÆÊ

BY GENDER

PermanentMaleÉÁÄÁ¿ÉÉÉÈ¿ÆÆÈ¿ÉÈ¿ÊÇÇ

PermanentFemaleÇ¿ÊÉÈÉ¿ÇÉÂ-¿ÇÉÆÉÉÄÂÉÃÅÇÅ

PermanentOtherÁÆ-------ÉÇ

IndefiniteMaleÇÄÊÉÉÇÈ--É--ÇÆÇÈ

IndefiniteFemaleÈÁÁÇÉ¿-----ÆÄÅÈ

IndefiniteOtherÇ--------Ç

BY AGE GROUP

PermanentUnder ÇÅÇÈÄÉÁÆÉÊ¿ÅÉÇ¿ÅÊ¿ÇÅÊÉÃÉÉÇ

PermanentÇÅ-ÊÅÉÆ¿ÊÄÉÁÉÇÉÇÉÊ¿ÉÇÁÆ¿Ä

PermanentOver ÊÅ¿¿Ê----Ç-ÊÇÊ

IndefiniteUnder ÇÅÁÈÊÇÅÂÂ--É--ÂÉÃÅÄÅ

IndefiniteÇÅ-ÊÅÉÅÉÉÉ¿Á------ÉÆÉ

IndefiniteOver ÊÅ¿ÉÉ¿------¿Æ

TURNOVER

PermanentTotalÊÊÆ¿ÂÄ¿¿Ç¿¿ÅÇ¿ÇÊÇÇÉÉÃÊÆÂ

IndefiniteTotalÄ¿ÊÈÇÈÆÅÅ¿ÅÅÈÁÈÅ

BY GENDER

PermanentMale¿ÉÈÄÈÉÅÉÈ¿-ÊÇ¿ÉÆÄÊÇÇ

PermanentFemaleÇ¿ÉÉÁÅÉ¿ÉÈ--¿ÂÅÇÉÄÇÁÁÊ

PermanentOtherÉ¿-------ÉÁ

IndefiniteMaleÇÅÈ¿ÅÉÂ-----ÆÇÆÂ

IndefiniteFemaleÊÉÆÆÇÆÂ--¿--¿ÈÅÄ

IndefiniteOtherÊ--------Ê

BY AGE GROUP

PermanentUnder ÇÅÇÆÂÉÂÉÉÅÉÂ--ÉÈÄÆ¿ÄÁÉÃÅÅÈ

PermanentÇÅ-ÊÅÉÂÉÁÈÉÉÉÆÉ-ÉÆÂÉÇÈÆÂÂ

PermanentOver ÊÅÇÈÉÉÉ---Ä-ÈÈ¿

IndefiniteUnder ÇÅÂÆÅÆÅÆ¿--É--ÈÄ¿Á

IndefiniteÇÅ-ÊÅÂÊÉÄ¿¿--É---ÉÉÈ

IndefiniteOver ÊÅÉÅÊ-------ÉÊ

KMD Brands Annual Integrated Report 2022170171
ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

TABLE 9: OCCUPATIONAL HEALTH AND SAFETY

OCCUPATIONAL HEALTH AND SAFETY MANAGEMENT SYSTEM

a. A statement of whether an occupational health and safety

management system has been implemented, including whether:

i. The system has been implemented because of legal requirements

and, if so, a list of the requirements

ii. The system has been implemented based on recognised risk

management and/or management system standards/guidelines

and, if so, a list of the standards/guidelines

Health and safety management system is being implemented because

of legal requirements:

• Consolidation of Labor Laws (Brazilian NR)

• Health and Safety at Work Act ¿ÅÉÊ (New Zealand)

• Model Work Health and Safety Act ¿ÅÉÉ (Australia)

• Model Work Health and Safety Regulations ¿ÅÉÉ (Australia)

• Occupational Health and Safety Act ¿ÅÅÆ (Victoria)

• Occupational Health and Safety Regulations ¿ÅÉÂ (Victoria)

• Occupational Safety and Health Act (United States)

• Occupational Safety, Health, and Environment Act (Thailand)

• The Labour Code France (Part IV Health and Safety at Work)

• Work Safety Act (Indonesia)

• Model Codes of Practice

• Health and Safety at Work Act (HSWA) ¿ÅÉÊ

Rip Curl and Kathmandu will continue to work towards the International

Safety Standard ISO ÆÊÅÅÉ over the next ¿Æ months.

b. A description of the scope of workers, activities and workplaces

covered by the occupational health and safety management system

and an explanation of whether and, if so, why any workers, activities

or workplaces are not covered

Scope of workers – support offices, distribution centres, stores,

casual, part-time, full-time, fixed-term. Activities include logistics,

administration, customer service and sales, stock management, manual

handling, staff management and product management.

TABLE 10: WORK RELATED ILL HEALTH

ALL EMPLOYEES

The number of fatalities as a result of work-related ill healthÅ

The number of cases of recordable work-related ill healthÉ

The main types of work-related ill healthPost traumatic stress disorder

ALL WORKERS WHO ARE NOT EMPLOYEES BUT WHOSE WORK AND»OR WORKPLACE IS CONTROLLED BY THE ORGANISATION

i. The number of fatalities as a result of work-related ill healthÅ

ii. The number of cases of recordable work-related ill healthÅ

iii. The main types of work-related ill healthN/A

WORKºRELATED HAZARDS

The work-related hazards that pose a risk of ill healthHazardous chemicals, occupational

violence.

How these hazards have been determinedRisk assessments, incident reports.

Which of these hazards have caused or contributed to cases of ill health during the reporting periodOccupational violence.

Actions taken or under way to eliminate these hazards and minimise risks using the hierarchy

of controls

Substitute for safer chemicals,

Operational requirements on rostering

and site layout/security, Policies/

procedures and training.

WHETHER AND, IF SO, WHY ANY WORKERS HAVE BEEN EXCLUDED FROM THIS DISCLOSURE INCLUDING THE TYPES OF

WORKERS EXCLUDED

Workers that have been excluded from this disclosure N/A

Any contextual information necessary to understand how the data has been compiled, such as any

standards, methodologies and assumptions used

N/A

TABLE 11: WORK-RELATED INJURIES

ALL EMPLOYEES

The number and rate of fatalities as a result of work-related injuryÅ

The number and rate of high-consequence work-related injuries (excluding fatalities)É

The number and rate of recordable work-related injuriesÉÊÂ

The main types of work-related injuryContusions, burns, cuts,

sprains, strains.

ALL WORKERS WHO ARE NOT EMPLOYEES BUT WHOSE WORK AND»OR WORKPLACE IS CONTROLLED BY THE ORGANISATION

The number and rate of fatalities as a result of work-related injuryÅ

The number and rate of high-consequence work-related injuries (excluding fatalities)Å

The number and rate of recordable work-related injuriesÊ

The main types of work-related injuryStrain, cut.

The number of hours workedN/A

WORKºRELATED HAZARDS THAT POSE A RISK OF HIGHºCONSEQUENCE INJURY

How these hazards have been determinedIncident and near miss reporting, risk

assessments, safety inspections.

Which of these hazards have caused or contributed to high-consequence injuries during the

reporting period

Housekeeping hazard.

Actions taken or under way to eliminate these hazards and minimise risks using the hierarchy

of controls

Eliminate high risk tasks where

practicable, provision of quality tools

and equipment, job rotation, training,

safe work procedures.

TABLE 8: PARENTAL LEAVE

Male Female Another Gender Prefer not to say

Report the number of employees by gender who were entitled to parental leave.ÄÂÄÉÃÆÆÆÇ¿É

Report the number of employees by gender who took parental leave.¿ÊÉÅÉ

Report the number of employees who returned to work after parental leave

ended, by gender.

¿ÆÊÅÅ

Report the number of employees who returned to work after parental leave

ended who were still employed É¿ months after their return to work, by gender.

Å¿ÊÅÅ

Report the return to work rate of employees who returned to work after parental

leave ended, by gender.

ÉÅÅËÄÄËN/AN/A

Report the retention rate of employees who returned to work after parental leave

ended, by gender.

ÅËÊÈËN/AN/A

KMD Brands Annual Integrated Report 2022172173
ELEVATING DIGITAL OPERATIONAL EXCELLENCE LEAD IN ESG FINANCING OUR IMPACT ADDITIONAL DISCLOSURESOUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

ANY ACTIONS TAKEN OR UNDERWAY TO ELIMINATE OTHER WORKºRELATED HAZARDS AND MINIMISE RISKS USING THE

HEIRARCHY OF CONTROLS

Any actions taken or under way to eliminate other work-related hazards and minimise risks using the

hierarchy of controls

Eliminate task if possible, use of

equipment, regular maintenance of

equipment, staff rotation, training.

Whether the rates have been calculated based on ¿ÅÅÃÅÅÅ or ÉÃÅÅÅÃÅÅÅ hours workedN/A - no rates calculated.

Whether and, if so, why any workers have been excluded from this disclosure, including the types of

worker excluded

N/A

Any contextual information necessary to understand how the data has been compiled, such as any

standards, methodologies and assumptions used

N/A

TABLE 12: PERFORMANCE REVIEWS

Executive

Senior

ManagementManagement

Non

ManagementTotal

Number of employees receiving performance

reviews/appraisals

ÉÅÅËÄÂËÊÈËÂÇËÂÉË

MaleÉÅÅËÄÈËÊÆËÂÂËÂÆË

FemaleÉÅÅËÄÁËÊÄËÂÅËÈÁË

OtherÅËÅËÈÂËÊÆËÊÊË

TABLE 13: DIVERSITY

GENDER DIVERSITY

AUSNZEUROPEBRAZILJAPANINDONESIATHAILANDCANADAUSATOTAL

EXECUTIVE

MaleÉÅÈÉ-----ÉÉÄ

FemaleÊ¿------¿Á

Other----------

SENIOR MANAGEMENT

Male¿Ç¿ÅÂÉÉÉÉÉÁÈÆ

Female¿ÅÉ¿É----ÆÆÆ

Other----------

MANAGEMENT

MaleÉÈÁÈ¿¿ÆÆÉ-ÉÈ-¿ÈÇÅ¿

Female¿ÈÇÄÁÉ¿-ÉÆ¿Â-¿ÈÆ¿¿

Other¿É-------Ç

NONºMANAGEMENT

MaleÂÇÂÉÆÅÄÁÇÆÉÊÆÉ¿Á¿ÉÈÇÉÃÇÆÁ

FemaleÉÃÇÊÇÇÅÉÉ¿ÂÇÆÆÆÅÈÅÊ

ÉÉÄÇ¿ÃÈÆÄ

Other¿ÆÇÅÅÅÅÅÅÉ¿Ä

AGE DIVERSITY

AUSNZEUROPEBRAZILJAPANINDONESIATHAILANDCANADAUSATOTAL

EXECUTIVE

ÐÇÅ----------

ÇÅ-ÊÅÉÅÈÉ-----ÉÉÄ

ÊÅÌÊ¿------¿Á

SENIOR MANAGEMENT

ÐÇÅ----------

ÇÅ-ÊÅÇÁ¿ÁÄ¿É-ÉÉÉÅÁÉ

ÊÅÌÆÄÉ--É--ÇÉÂ

MANAGEMENT

ÐÇÅÉÈÊÊÅÆÉ--ÉÅ-É¿ÆÂ

ÇÅ-ÊÅ¿ÇÅÁÇ¿ÈÇ¿ÆÇÅ-¿ÄÆÉÈ

ÊÅÌÇÁÁÈ---Ç-ÂÈÆ

NONºMANAGEMENT

ÐÇÅÉÃÊÈÁ¿Â¿ÂÊ¿ÈɿƿÂÂÅ¿ÁÅ¿ÃÊÇÆ

ÇÅ-ÊÅÆÆÉÉÇÁÉÉÂÆÅÆÈÆÆ¿ÄÇ

Ê¿ÉÿÄÄ

ÊÅÌÉÅÆÇǿƿÅÈ¿ÁÅÊ¿ÅÇ

Total¤¬ ̈£ ̈ ̈¦¢¤ ̈¤©¦ª««©©ª¦¦¢§¦¬ªª©

KMD Brands Annual Integrated Report 2022174175
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Sustainability Accounting Standards

Board (SASB) Index

SASB is an independent standards-setting organisation that promotes disclosure of material sustainability information

by companies to their investors. FY22 is our first year of making a disclosure using the SASB framework. We will consider

expanding the scope of SASB standards we disclose against in future reporting periods. The index below refers to

relevant indicators from SASB Standard – Consumer Goods Sector - Apparel, Accessories & Footwear. References and

hyperlinks provided are to sections within this Report, or to information available on our websites.

TOPICACCOUNTING METRICSASB CODECATEGORYUNIT OF MEASURERESPONSE / REFERENCE

Apparel, accessories & footwear

Management of Chemicals

in Products

Discussion of processes to

maintain compliance with restricted substances regulations

CG-AA-¿ÊÅa.ÉDiscussion and Analysisn/ahttps://files.kathmandu.co.nz/pdf/reports-policies/kathmandu_restricted_substances_list_vÇ_for_website.pdf

https://www.ripcurl.com/media/productattachments/Å/ÉÈÅ/Rip_Curl_Restricted_Substances_List-Å¿-ÅÁ-¿Å¿¿_online.pdf

https://obozfootwear.com/en-us/oboz_chemical_policy_¿Å¿¿

Discussion of processes to assess and manage risks

and/or hazards associated with chemicals in products

CG-AA-¿ÊÅa.¿ Discussion and Analysisn/aWe manage chemical usage in our supply chain through our Restricted Substances lists.

See also: Strengthening Our Product Sustainability Pillars (page ÂÂ)

https://files.kathmandu.co.nz/pdf/reports-policies/kathmandu_restricted_substances_list_vÇ_for_website.pdf

https://obozfootwear.com/en-us/oboz_chemical_policy_¿Å¿¿

https://www.ripcurl.com/media/productattachments/Å/ÉÈÅ/Rip_Curl_Restricted_Substances_List-Å¿-ÅÁ-¿Å¿¿_online.pdf

Environmental Impacts in the

Supply Chain

Percentage of (É) Tier É supplier facilities and (¿) supplier

facilities beyond Tier É in compliance with wastewater

discharge permits and/or contractual agreements.

CG-AA-ÆÇÅa.É QuantitativePercentage (Ë)ÉÅÅË of KMD Brands Tier É suppliers and less than ÊË of suppliers beyond Tier É are accountable to our Code of

Conduct. This Code of Conduct includes requirements around environmental compliance including wastewater

permits or industry standards, and an expectation for suppliers to incorporate environmentally responsible practices.

https://www.kathmandu.co.nz/worker-wellbeing

https://obozfootwear.com/en-us/manufacturing-standards

https://www.ripcurl.com/au/explore/social-compliance.html

Percentage of (É) Tier É supplier facilities and (¿)

supplier facilities beyond Tier É that have completed

the Sustainable Apparel Coalition’s Higg Facility

Environmental Module (Higg FEM) assessment or

an equivalent environmental data assessment

CG-AA-ÆÇÅa.¿QuantitativePercentage (Ë)More than ÈÅË of Tier É KMD Brands' suppliers and less then ÊË of suppliers beyond Tier É (by spend) assess their

environmental performance using the Higg FEM tool.

Labour Conditions in

the Supply Chain

Percentage of (É) Tier É supplier facilities and (¿) supplier

facilities beyond Tier É that have been audited to a labour code

of conduct, (Ç) percentage of total audits conducted by a third-

party auditor.

CG-AA-ÆÇÅb.ÉQuantitativePercentage (Ë)ÉÅÅË of Tier É facilities and less than ÊË of suppliers beyond Tier É have been audited to KMD Brands Code of

Conduct in the two years ending ÇÉ July ¿Å¿¿. ÁÉË of Tier É suppliers have been independently verified by Elevate as

accountable to the Code of Conduct under our Sustainability Linked Loan as at May ¿Å¿¿.. Less than ÉË of suppliers

beyond Tier É have been audited by a third-party auditor.

See also: Working with our suppliers (page ÊÅ)

Priority non-conformance rate and associated corrective action

rate for suppliers’ labour code of conduct audits.

CG-AA-ÆÇÅb.¿ QuantitativeRateIn FY¿¿, ÈË of KMD Brands supplier factories were exited due to priority non-conformance rate and associated value

misalignment with our labour Code of Conduct.

See also: Working with our suppliers (page ÊÅ)

Description of the greatest (É) labour and (¿) environmental,

health, and safety risks in the supply chain

CG-AA-ÆÇÅb.ÇDiscussion and Analysisn/aLack of transparency from our suppliers is the greatest labour, environmental and health and safety risk in our supply

chain as it means our suppliers are violating our Code of Conduct and their disclosed ESG data cannot be relied upon.

See also: Our Communities (page ÆÄ - ÊÉ)

https://modernslaveryregister.gov.au/statements/Á¿Á/

https://modernslaveryregister.gov.au/statements/ÂÄÅÁ/

Raw Material Sourcing Description of environmental and social risks associated with

sourcing priority raw materials.

CG-AA-ÆÆÅa.ÇDiscussion and Analysisn/aEnvironmental and social risks, at the raw materials level, are assessed within the existing Code of Conduct only when

such suppliers are fully vertical and also manufacture the final product. These risks are discussed in a number of

sections throughout our Report.

See also:

Our Communities (pages ÆÄ - ÊÉ)

Science-based climate action (page ÈÅ - ÈÆ)

TCFD report (page ÈÂ)

https://modernslaveryregister.gov.au/statements/Á¿Á/

https://modernslaveryregister.gov.au/statements/ÂÄÅÁ/

(É) Amount of priority raw materials purchased, by material,

and (¿) amount of each priority raw material that is certified to

a third-party environmental and/or social standard, by standard

CG-AA-ÆÆÅa.ÆQuantitativeThe amount of priority raw materials, by brand, certified to a third-party environmental and/or social standard, is

reported in the Circular Business Models section of this Report.

See: Circular Business Models (pages ¿ to ÂÊ)

Activity MetricNumber of (É) Tier É suppliers and (¿) suppliers beyond Tier É. CG-AA-ÅÅÅ.AKMD Brands Group has ÄÄ Tier É suppliers at ÇÉ July ¿Å¿¿. We are working to trace and publish the input suppliers of

our strategic Tier É suppliers in future reporting periods.

See also: Our Communities (page ÊÅ)

B CORP
Certified B Corporations®

(B Corps™) are for-profit

companies that use the power of

business to build a more inclusive

and sustainable economy.

BEYOND BLUE

We work with Beyond Blue

to establish the link between

good mental health and the

outdoors, encouraging people

in Australia to take positive

steps to look after their mental

health and get outdoors.

BLUESIGN ®

Our bluesign ® system

partnership supports our

chemicals management program,

materials and products so

that they are environmentally

and socially friendly.

CANOPY

We have been partners with

Canopy since 2016. We work with

them to use our influence in our

fabric supply chain to protect

the world’s remaining ancient

and endangered forests and

endangered species habitat.

GRAEME DINGLE

FOUNDATION

We are partnered with the

Graeme Dingle Foundation to

establish a connection between

mental wellbeing, personal

growth and the outdoors,

encouraging young people in

New Zealand to take positive

steps and get outdoors.

PRIDE PLEDGE

We are partnered with Pride

Pledge, a public commitment

that all LGBTTQ+ people should

have the freedom to be safe,

healthy and visible. We will

use our voice and influence

to support visibility, safety,

tolerance, love, diversity and

inclusion for all LGBTTQ+ people.

RAINBOW TICK

Kathmandu is Rainbow

Tick accredited which

demonstrates our commitment

to diversity and inclusion in

the workplace and creating a

supportive work environment

for our team members.

TEXTILE EXCHANGE

Our membership with the Textile

Exchange supports our materials

strategy, and we also participate

in their Preferred Fiber &

Benchmarking Programme.

SYSTEM

PARTNER

Our Partners

CARBON DISCLOSURE

PROJECT

We submit an annual report

to the CDP, which supports

our carbon measurement

and reduction program.

SUSTAINABLE APPAREL

COALITION

Membership of the SAC gives

us discounted access to the

Higg Index modules. We’ve

been using the index since 2014,

which supports our sustainability

strategy. The index guides

us on the environmental and

social impacts of our products

and how we can improve.

TOITŪ ENVIROCARE

Our membership with Toitū

Envirocare helps us to measure,

manage and reduce our

carbon footprint through our

annual carbon certification.

REPREVE

High-quality fibres are made

from 100% recycled materials,

including post-consumer

plastic bottles and pre-

consumer waste. They are

also certified and traceable.

ELEVATE

Elevate is our chosen supply

chain partner and an industry

leader in sustainability, auditing

and improvement services.

FAIR LABOR ASSOCIATION

Kathmandu became the

first brand in the southern

hemisphere to achieve FLA

accreditation. This verifies that

our social compliance program

in our supply chain exceeds the

most stringent global standards.

MEKONG SUSTAINABLE

MANUFACTURING ALLIANCE

The Alliance, a US$10 million

partnership funded by the USAID

implemented by the Institute for

Sustainable Communities (ISC)

in partnership with ELEVATE

and the Asian Institute for

Technology (AIT), uses a market-

driven approach to strengthen

sustainable and competitive

manufacturing by engaging

the private sector, catalyzing

market forces, and advancing

innovative regional initiatives

that will increase the adoption

of Environmental, Social and

Governance (ESG) standards.

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AIR STEP
Airstep Australia are leaders in

the underlay industry, proudly

producing carpet underlays

for over 40 years, located in

Melbourne, Australia. This

partnership sees Neoprene

oŸcuts created in the Rip Curl

Wetsuit factory repurposed

into carpet underlay.

LENZING GROUP

The Lenzing Group is dedicated

to producing innovative fibers

made from botanic products

derived from renewable sources

and processed with unique

resource conserving technologies.

LENZING™ ECOVERO™

Viscose fibers derived from

sustainable wood and pulp are

seen in this year’s products.

MAINETTI

Partnering with Mainetti, a

leader in innovating sustainable

packaging solutions means

we can continually challenge

and adjusting our supply

chain process to support a

more sustainable future.

OCEAN GARDENER

Ocean Gardner’s mission is to

‘Save the Reef’ by providing

education and restoration around

coral reefs throughout Indonesia.

Our Rip Curl Bali surf school

partnered with them by adopting

a reef to support their mission.

OCP EMPLOYEE ASSISTANCE

PROGRAM

OCP is an international employee

assistance program that provides

24/7 access to specialist

counseling, advisory, and critical

incident response services and

support. Employees have access

to free and confidential sessions

via phone or face to face.

ARCH & HOOK

Arch & Hook’s mission is

to eliminate the use of non

sustainable materials within

fashion and retail. They use

recycled ocean bound and post

consumer plastics to create

products to help our planet.

AUSTRALIAN INDUSTRY

GROUP

AI Group provides unlimited

calls to the workplace advice

line, regular award and

compliance updates and access

to HR, safety and business

improvement resources,

webinars, podcasts, networking

and knowledge events.

SURFING AUSTRALIA

Rip Curl has partnered with

Surfing Australia to deliver

the ‘SurfGroms’ learn-to-surf

program since 2017. SurfGroms

introduces over 5,000 kids a

year to surfing in a safe and

supportive environment through

their qualified Surf School

network right across Australia.

52 HIKE CHALLENGE

Together with Osprey and

Outdoor Research, we launched

the 52 Hike Challenge – where

150 women over 50 gain physical

fitness, mental well-being, make

new friends, explore new places,

and connect with family, friends

and themselves through nature.

BLACK FOLKS CAMP TOO

BFCT’s mission is to increase

diversity in the outdoors by

making it easier, more familiar

and more fun for black folks to go

camping. We collaborated on the

O FIT Insole® 'Unity Blaze' with a

portion of proceeds supporting

their Digital Education Initiative.

CONSERVATION ALLIANCE

The mission of The Conservation

Alliance is to harness the

collective power of business

and outdoor communities to

fund and advocate for the

protection of North America’s

wild places. Amy Beck, President

at Oboz Footwear, serves on

their Board of Directors.

CONTINENTAL DIVIDE

TRAIL COALITION

The CDTC works in partnership

with the US Forest Service,

National Park Service, and

Bureau of Land Management

to complete, promote and

protect the Continental Divide

National Scenic Trail. In 2022,

we adopted a 4-mile section

of the trail in Montana.

GALLATIN VALLEY

LAND TRUST

The GVLT connects people

to the landscapes that

surround the Gallatin Valley in

Bozeman, Montana through the

conservation of open spaces

and creation of trail systems.

Rich Hohne, Marketing Director

at Oboz Footwear, serves on

their Board of Directors.

TREES FOR THE FUTURE

Oboz plants a tree for every

pair sold since our beginning

in 2007. This equates to over

4 million trees – and counting.

TREES trains communities on

sustainable land use so that they

can grow vibrant economies,

thriving food systems, and a

healthier planet. Oboz supports

their work in Tanzania.

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SURFAID
SurfAid's mission is to improve

the health, wellbeing and

resilience of remote communities

connected to us through surfing.

SURFRIDER

The Surfrider Foundation is

dedicated to the protection

and enjoyment of the world’s

ocean, waves, and beaches,

for all people, through a

powerful activist network.

TERRACYCLE

Terracycle is a global leader in

finding recycling solutions for

consumer waste. Partnering with

Terracycle on our wetsuit take

back program means we were

able to find innovative ways to

reuse used wetsuits, repurposing

them into another life.

Shared

Kathmandu &

Rip Curl

Kathmandu & Oboz AUSTRALIAN PACKAGING

COVENANT ORGANISATION

We submit an annual report

and action plan to APCO,

which supports our packaging

and waste strategies.

LEATHER WORKING GROUP

Our work with the LWG helps

us to assess the environmental

compliance and performance

capabilities of our tanneries

and to promote sustainable

and appropriate environmental

business practices within

the leather industry.

WORLD SURF LEAGUE

For years Rip Curl has partnered

with WSL to deliver surfing

events and is proud to support

WSL eŸorts to divert waste from

landfill, oŸset carbon emissions,

and educate fans through WSL

ocean responsibility campaigns.

WSL Wordmark

Oboz & Rip Curl BLOOM

Transforming algae biomass

harvested from freshwater

sources into performance foams

that replace a percentage

of polymers in conventional

EVA midsoles and insoles.

BETTER COTTON

We are proud to be members

of Better Cotton. Be part of the

Better Cotton Initiative means

we will be supporting farmers

who care for the environment

and respect the rights and

wellbeing of workers.

continued

KMD Brands Annual Integrated Report 2022180

OUR JOURNEY LEADERSHIP & GOVERNANCE WHAT MATTERS MOST STRATEGY BUILDING GLOBAL BRANDS

KMD Brands
Annual Integrated Report 2022

KMDBrands.com

---

Notice of
Annual Meeting

2022

Will be held at Dexus Place, 15/1 Farrer Street, Sydney,

and online at www.virtualmeeting.co.nz/kmd22

Wednesday, 16 November 2022 at:

10:00am (AEDT) (12:00pm NZDT).

NOTICE IS GIVEN that the thirteenth Annual Meeting
of KMD Brands Limited (“the Company”) will be held

at Dexus Place, 15/1 Farrer Street, Sydney, and online at

www.virtualmeeting.co.nz/kmd22, on Wednesday, 16

November 2022 at 10:00am (AEDT) (12:00pm NZDT).

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 inappropriate 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 Andrea Martens be re-elected as a Director of

the Company.

Auditor Remuneration

Ordinary Resolution 2.

That the Board be authorised to fix the remuneration

of the Company’s auditor for the ensuing year.

Increase cap on non-executive directors’

remuneration pool

Ordinary Resolution 3.


That, for the purposes of NZX Listing Rule 2.11.1, the

maximum aggregate remuneration of non-executive

Directors be increased by A$250,000 (25%) from the

present limit of A$1,000,000 per annum in aggregate to

a limit of A$1,250,000 per annum in aggregate with effect

for the financial year ending 31 July 2023 and onwards.

The Board unanimously supports resolutions 1 to 3 and

recommends that shareholders vote in favour of them at

the meeting.

See the Explanatory Statement below for further details

relating to the resolutions.

Voting exclusion statement – Resolution 3.

In accordance with NZX Listing Rule 6.3.1, the Company

will disregard any votes cast in favour of Resolution 3 by

all non-executive Directors (being all Directors other than

Michael Daly) of the Company or their associated persons.

However, the Company need not disregard a vote if:

(a)it is cast by a person as proxy for a person

who is entitled to vote in accordance with the

express instructions on the proxy form; or

(b)it is cast by the person chairing the meeting

as proxy for a person who is entitled to vote, in

accordance with that persons’ express instructions.

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 14 October 2022

Notice of Annual Meeting

KMD BRANDS LIMITED (ARBN 139 836 918)

3

Explanatory Statement
RESOLUTION 1: 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.

Andrea Martens retires in accordance with NZX

Listing Rule 2.7.1 and offers herself for re-election.

In the Board’s opinion Andrea Martens, 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

Andrea Martens.

Information about the candidate for re-election

Andrea Martens

Appointed: 1 August 2019

Last re-elected: 22 November 2019

Andrea is results-driven, with proven success in

building global and local brands – both business-

to-business and business-to-customer, through

customer omni-channel management, and the

development and implementation of digital and data-

driven strategy. Andrea has developed a passion for

operational expertise, talent and culture, throughout

her 20 year career as an executive team member, CMO

and board member of significant global brands.

Andrea held a series of transformational leadership

roles at Unilever ANZ, carrying responsibility for large

consumer goods portfolios, with a focus on accelerating

growth and increasing return on marketing investment.

During her tenure as the CMO of Jurlique International,

Andrea led a major program of transformation for a

$200M product portfolio, including the definition of

a 3-year brand strategy for 23 global markets where

she leant into customer centric e-commerce and

digital strategies to significantly improve brand health

and improve brand profitability. It was also during her

time in this role where she developed and overlooked

the Jurlique inaugural Global CSR strategy.

Andrea is currently the CEO of Australian Association of

Data-driven Marketing and Advertising (ADMA) where

she has led the business through a complex restructure

period, including setting a new strategic direction and

redefining the value proposition across all touchpoints.

Andrea’s deep understanding and passion for digital,

data-driven marketing and governance is displayed

through the thought leadership she contributes to

the Australian marketing industry during education

and inspirational events. ADMA is steered by an

advisory committee formed by Andrea and consisting

of Australia’s leading and award-winning CMOs.

RESOLUTION 2: AUDITOR REMUNERATION

KPMG 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, KPMG 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.

RESOLUTION 3: INCREASE CAP ON

NON-EXECUTIVE DIRECTORS’

REMUNERATION POOL

Resolution 3 proposes an increase in the total aggregate

remuneration that may be paid to non-executive

Director’s by A$250,000 (25%), from the present limit

of A$1,000,000 per annum in aggregate, to a proposed

limit of A$1,250,000 per annum in aggregate, with effect

for the financial year ending 31 July 2023 and onwards.

During 2022, the Company requested an independent

benchmarking report from Ernst & Young (“EY") Australia

on the current market positioning of the Company’s non-

executive director fee pool (“Independent Report”). The

changes in size and structure of non-executive director

fees for FY23, which are explained in further detail below,

are made with regard to benchmarking provided in the

Independent Report. Further information about the

methodology and comparator set used to prepare the

Independent Report is outlined in this explanatory note.

The present limit on the non-executive director fee pool

was approved by Shareholders at the Company’s 2018

Annual Shareholders Meeting. Following the acquisition

of Oboz in 2018 and Rip Curl in 2019, the Company has

grown substantially in size and complexity. This requires

an increased demand on time and responsibilities for

the Company’s Directors. Traditionally, the Company

adopted a flat “all inclusive” fee structure with no

additional payments for subcommittee responsibilities.

To efficiently manage this increased workload and to

best utilise the skills and experience of the Directors, the

Company has now formally separated out subcommittee

duties with specific subcommittee appointments for each

non-executive director. The increased administration

and oversight required for separation of subcommittee

duties justifies an additional fee for the performance

of subcommittee chair roles. The Independent Report

provided the Company with benchmarking data on

the current market median of fees for chairperson,

non-executive directors and the audit and risk, and

remuneration subcommittee chair roles. Fees for non-

executive directors for FY23 have been adjusted in line

with the median (50th percentile) market fee information

provided in the Independent Report; however, there

is insufficient headroom in the non-executive director

fee cap to lift the chairperson's remuneration to align

with the current market median data at this time.

KMD Brands needs to attract and retain high calibre

director talent and to do so, remain in line with current

market positioning through competitive remuneration

rates. With the appointment of Abby Foote to the

Board in October 2021, the Board now consists of 6

non-executive directors to which the updated total

remuneration will apply (assuming all directors seeking

re-election at the meeting are so re-elected), which is

an increase from the 5 non-executive directors serving

on the Board when the current fee cap was set in 2018.

Non-executive director fees for FY23 will include:

•additional fees for the audit and risk, and

remuneration, subcommittee chair roles;

•increases to non-executive director fees

to align with current market median data

(approximately 3% increase on FY22 fees); and

•the addition of a non-executive director to

the Board for the full financial year.

The result of these changes is that, notwithstanding any

additional increase needed to align the chairperson’s fees

with market median data, which will be further reviewed

should the fee cap increase be approved by shareholders,

non-executive director fee pool utilisation for FY23 will be

approximately A$995k resulting in headroom of just 0.5%.

The Independent Report noted that, based on EY’s

consulting experience, boards typically manage non-

executive director fee pool headroom within a 20% to

50% range to allow for fee adjustments, additional director

appointments and to respond to market developments.

KMD Brands Notice of Annual Meeting 202245

The proposed increase would also provide headroom
for additional duties, such as formation of additional

subcommittees should this be required. It will also allow

capacity to appoint other non-executive Directors

to the Board as required to ensure that the right mix

of skills, experiences and diversity necessary for the

proper functioning of the Board is maintained, as well

as allowing for succession planning by facilitating the

appointment of a new non-executive Director before

the retirement of an existing non-executive Director.

Non-executive Directors are not granted equity in the

Company as part of their remuneration, nor are they

eligible to receive bonus payments. No securities (or

options convertible into securities) have been issued to

any non-executive Director as payment (in full or in part)

of a non-executive Directors’ remuneration in the past

three years. Details of the Company’s approach and the

amount of remuneration paid to non-executive Directors

is disclosed in the Corporate Governance statement

contained in the Company’s FY22 Annual Report.

Non-executive Directors are remunerated via Board

fees which are reviewed annually and are reflective of

the time commitment and responsibilities involved in

performing the role of a Director, taking into account

market rates and trends for similar organisations.

As noted above, the board commissioned the

Independent Report from EY to provide transparency

on non-executive director fees. A summary of the

methodology used and the comparator set is follows:

•Australian market remuneration data has been sourced

from the EY Board and Executive Remuneration

Database. The database includes remuneration

quantum and practice information for organisations in

the S&P/ASX 200 index (defined 1 April 2022), sourced

from annual reports and ASX announcements released

prior to 1 April 2022. The database excludes trusts and

funds that did not disclose sufficient remuneration

data for analysis, organisations not listed for a full

financial year, and any organisations that underwent

significant transaction activity during the financial year.

•The comparator set used for benchmarking is

ASX200 Retail only. Retail companies are defined as

ASX200 GICS industry group ‘Retail’ and comprises:

Bapcor Limited, City Chic Collective Limited, Eagers

Automotive Limited, Harvey Norman Holdings Ltd,

JB Hi-Fi Limited, Premier Investments Limited,

Super Retail Group Limited, Wesfarmers Limited.

Procedural Notes

AT T E N DA N C E

Shareholders can attend the meeting in person or

participate virtually online.

To attend online please go to www.virtualmeeting.co.nz/

kmd22. 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, 14 November 2022. 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 and 3 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.

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 10:00am (AEDT)

/ 12:00pm (NZDT) on Monday, 14 November 2022.

You can vote online in advance of the meeting

at vote.linkmarketservices.com/KMD. Advanced

online votes must be made by 10:00am (AEDT) /

12:00pm (NZDT) on Monday, 14 November 2022.

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 10:00am (AEDT) /

12:00pm (NZDT) on Monday, 14 November 2022.

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 10:00am (AEDT)

/ 12:00pm (NZDT) on Monday, 14 November 2022

online at vote.linkmarketservices.com/KMD or via the

question section on the Voting/Proxy Form or to:

The Chairman

KMD Brands Limited

C/- Company Secretary

PO Box 1234

Christchurch 8140

New Zealand

Email: companysecretary@kmdbrands.com

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, a webcast recording

of the meeting (and any accompanying slide

presentations) will be posted on the Company’s

website at kmdbrands.com following the meeting.

KMD Brands Notice of Annual Meeting 202267

KMDBrands.com

---

LODGE YOUR PROXY
Online

vote.linkmarketservices.com/KMD

Scan

meetings@linkmarketservices.com

Deliver in person

Link Market Services Limited,

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

Mail

Use the enclosed envelope or

address to:


Link Market Services Limited

PO Box 91976

Auckland 1142

New Zealand



SCAN THIS QR CODE WITH YOUR SMARTPHONE AND

VOTE ONLINE






General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com



KMD Brands Limited Annual Meeting 2022 Admission Card, Proxy or Postal Voting Form


The KMD Brands Limited (the “Company”) Annual Meeting will be held on Wednesday, 16 November 2022 at 10am (AEDT) (12pm

NZDT), at Dexus Place, 15/1 Farrer Street, Sydney, and online via the Link Market Services Virtual Meeting platform at

www.virtualmeeting.co.nz/kmd22. If you will be attending online, you will require your Holder Number for verification purposes.


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 inappropriate 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.


If you propose NOT to attend the Annual Meeting, but wish to vote by postal vote, or appoint a proxy please complete and return this

form (please keep it intact) to Link Market services no later than 12pm (NZDT) or 10am (AEDT) on Monday, 14 November 2022 (being

48 hours before the commencement of the Annual Meeting). Proxy appointment or Postal Voting can also be completed online. Please

read the instructions below before completing this form. Please do not appoint a proxy if you are voting by Postal Vote.


POSTAL VOTE

As a shareholder entitled to vote at the Annual Meeting you are

entitled to vote by postal vote.


If you return your postal vote without indicating on any

resolution how you wish to vote, you will be deemed to have

abstained from voting on that resolution.


If you complete the postal vote section and also appoint a proxy

your postal vote will take priority over your proxy appointment.


APPOINTMENT OF A PROXY

A shareholder entitled to attend and vote at the Annual Meeting

is entitled to appoint a proxy or, in the case of a corporate

shareholder, a representative to attend and vote instead of

him/her and that proxy or representative need not also be a

shareholder. A proxy appointment may be delivered or

completed online as detailed above.


A Proxy is able to vote on motions from the floor and/or any

resolutions put before the meeting to amend the resolutions

stated in the Notice.


If you wish you may appoint the Chair of the Meeting as your

proxy. To do so, please write “Chair of the Meeting” in the box

marked “full name of proxy”. The Chair will vote according to

your instructions. If the Chair is not instructed how to vote on

any resolution, he will vote as he thinks fit on the relevant

resolution. Please note restrictions on Resolution 3.


VOTING EXCLUSIONS

In accordance with NZX Listing Rule 6.3.1, the Company will

disregard any votes cast in favour of Resolution 3 by all non-

executive Directors (being all Directors other than Michael Daly)

of the Company or their associated persons.

VOTING OF YOUR HOLDING

You may vote or direct your proxy how to vote by placing a mark in

one of the boxes opposite each item of business. If you do not mark

any of the boxes on the items of business, your postal vote will be

invalid, or in the case of a proxy appointee, your proxy may vote as

he or she chooses. Where a proxy is excluded from voting on a

particular resolution, discretionary proxies cannot be exercised.

Express instructions must be provided for that resolution. If you

mark more than one box on an item your vote on that item will be

invalid.


SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual

This Proxy Form must be signed by the shareholder or his/her/its

attorney, duly authorised in writing.

Joint Holding

This Proxy Form may be signed by either, or on behalf of,

the joint shareholders (or their duly authorised attorney).

Power of Attorney

If this Proxy Form is signed under a power of attorney, a copy of

the power of attorney and a signed certificate of non-revocation

of the power of the attorney, under which it is signed, must

be produced to KMD Brands Limited with this proxy form.

Company

This Proxy Form must be signed by a Director or a duly

authorised officer acting under the express or implied authority

of the shareholder, or an attorney duly authorised by the

shareholder.

Go online to vote.linkmarketservices.com/KMD to vote online in advance of the meeting or turn over to complete the Postal Vote/Proxy Form



POSTAL VOTE / PROXY FORM


STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF

POSTAL VOTING

I wish to vote by postal vote (please tick the box).

My voting intention is indicated in the resolution section below.


APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder of KMD Brands Limited


Hereby appoint ____________________________________ of ________________________________________

Full Name E-mail Address

or failing him/her ____________________________________ of ________________________________________

Full Name E-mail Address

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at Dexus Place, 15/1 Farrer

Street, Sydney, and online at www.virtualmeeting.co.nz/kmd22 at 10am (AEDT) or 12pm (NZDT) on Wednesday, 16 November

2022 and at any adjournment of that meeting.


STEP 2: VOTING DIRECTIONS


Tick () in box to vote

ORDINARY RESOLUTIONS For Against Proxy Abstain

Discretion


Resolution 1. That Andrea Martens be re-elected as a Director of the

Company.


Resolution 2. That the Board be authorised to fix the remuneration of the

Company’s auditor for the ensuing year.


Resolution 3. That, for the purposes of NZX Listing Rule 2.11.1, the

maximum aggregate remuneration of non-executive

Directors be increased by A$250,000 (25%) from the

present limit of A$1,000,000 per annum in aggregate to a

limit of A$1,250,000 per annum in aggregate with effect for

the financial year ending 31 July 2023 and onwards.








STEP 3: SHAREHOLDER QUESTIONS

Please submit any questions about the Company that you would like us to respond to at the Company’s Annual Meeting. Your

questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of

Meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online, in advance

of the meeting, by going to vote.linkmarketservices.com/KMD and completing the online validation process or complete the

question section below and return to Link Market Services. Questions will need to be submitted by 10am (AEDT) or 12pm (NZDT)

Monday, 14 November 2022.








SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed.

Shareholder 1 Shareholder 2 Shareholder 3




Contact Name ________________________ Daytime Telephone ____________________ Date ______________________________



Electronic Investor Communication:

If you received the Notice of Meeting & Proxy Form by mail and you wish to receive your future communications by email

please provide your email address below:


Question:

---

Corporate Markets
Before you begin

Ensure your browser is compatible.

Check your current browser by going to

the website: whatismybrowser.com

Supported browsers are:

To attend and vote you must have your

securityholder number and postcode.

Appointed Proxy: Your proxy number will

be provided by Link before the meeting.

Please make sure you have this

information before proceeding.

Virtual Meeting

Online Guide

•Chrome – Version 44 & 45 and after

•Firefox – 40.0.2 and after

•Safari – OS X v10.9 & OS X v10.10 and after

•Internet Explorer – 11

and up

•Edge – 92.0 and up

Virtual Meeting Online Guide
Step 2

Log in to the portal using your full name, mobile

number, email address, and participant type.

Please read and accept the terms and conditions

before clicking on the blue ‘Register and Watch

Meeting’ button.

Note: If you close your browser, your session will

expire and you will need to re-register. If using the

same email address, you can request a link to be

emailed to you to log back in.

1. Get a Voti

ng Card

To register to vote – click on the

‘Get a Voting Card’ button.

This will bring up a box which looks like this.

If you are an individual or joint securityholder you

will need to register and provide validation by entering your

securityholder number and postcode.

If you are an appointed Proxy, please enter the

Proxy Number issued by Link in the PROXY DETAILS section.

Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with

all of the resolutions to be voted on by securityholders at

the Meeting (as set out in the Notice of Meeting). You may

need to use the scroll bar on the right hand side of the

voting card to view all resolutions.

Securityholders and proxies can either submit a

Full Vote or Partial Vote.

S

tep 1

Open your web browser and go to

https://www.virtualmeeting.co.nz/kmd22

Link Group Virtual Meeting Online Guide • 2

•A live webcast of the Meeting starts automatically

once the meeting has commenced. The meeting slides

will be transitioned throughout the webcast. If the

webcast does not start automatically please press the

play button and ensure the audio on your computer or

device is turned on.

•At the bottom – buttons for ‘Get a Voting Card’,

‘Ask a Question’ and a list of company documents to

download

Link Group Virtual Meeting Online Guide • 3
Full Votes

To submit a full vote on a resolution ensure you are in the

‘Full Vote’ tab. Place your vote by clicking on the ‘For’, ‘Against’, or

‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the

‘Partial Vote’ tab. You can enter the number of votes (for any or all)

resolution/s. The total amount of votes that you are entitled to vote for

will be listed under each resolution. When you enter the number

of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-

voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to

the bottom of the box and click on the ‘Submit Vote’ or

‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you

have already made will be saved for the next time you open up the voting card. The voting card will appear on

the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’. This will reopen the voting card

with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide

windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

The ‘Ask a Question’ box will then pop up with
two sections for completion.

In the ‘Regarding’ section click on the drop down arrow and

select the category/resolution for your question.

Click in the ‘Question’ section and type your question and

click on ‘Submit’.

A

‘View Questions’ box will appear where you can view

your questions at any point. Only you can see the

questions you have asked.

If your question has been answered and you would like to

exercise your right of reply, you can submit another

question.

Contact us

New Zealand

T 0800 200 220

E meetings@linkmarketservices.co.nz

Note that not all questions are guaranteed to be

answered during the Meeting, but we will do our

best to address your concerns.

3. Downloads

View relevant documentation in the

Downloads section.

4. Voting closing

Voting will end 5 minutes after the

close of the Meeting.

At the conclusion of the Meeting a red bar with a

countdown timer will appear at the top of the Webcast

and Slide screens advising the remaining voting time. If

you have not submitted your vote, you should do so now.

Virtual Meeting Online Guide continued

2. How to ask a question

Note:

Only verified Securityholders, Proxyholders and

Corporate Representatives are eligible to ask questions.

If you have yet to obtain a voting card, you will

be prompted to enter your security holder

number or proxy details before you can ask a

question. To ask a question, click on the ‘Ask a

Question’ button either at the top or bottom

of the webpage.

Link Group Virtual Meeting Online Guide • 4

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.