Notification of Performance Rights – Executive

Capital Change Notice

KMD BRANDS LIMITED W kmdbrands.com

Notice of issue of Performance Rights under KMD Brands Limited’s Long-Term Incentive Plan
This notice is given under the NZX Listing Rule 3.13.1 and relates to the issue of Performance Rights
which are convertible into fully paid ordinary shares in KMD Brands Limited should certain vesting
criteria be met under the KMD Brands Limited Long Term Incentive Plan.
Section 1: Issuer information
Name of issuer KMD Brands Limited
NZX ticker code KMD
Class of financial product
Unquoted Performance Rights convertible into
fully paid ordinary shares in KMD Brands Limited
ISIN (If unknown, check on NZX website) NZKMDE0001S3
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 4,319,303 Performance Rights
Nominal value (if any) N/A
Issue price per security
Nil
Nature of the payment (for example, cash or other
consideration)
No amount is payable for the grant of
Performance Rights under the KMD Brands
Limited Long-Term Incentive Plan
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class, excluding
any Treasury Stock, in existence)
The Performance Rights comprise 100% of the
financial products of that class.
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation to
other Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
• Each Performance Right granted under the
Plan entitles the holder to acquire one fully
paid ordinary share in KMD Brands Limited.
• 50% of vesting is subject to an Earnings
Per Share Compound Annual Growth Rate
hurdle and vesting is on a sliding scale
proportionate to the Earnings Per Share
Compound Annual Growth Rate over the
three year performance period.
• 50% of vesting is subject to the Company
achieving Total Shareholder Return
performance relative to a defined
comparable group of companies and
vesting is determined on a sliding scale
proportionate to the Total Shareholder
Return performance.
• Performance Rights will lapse where the
performance conditions are not met.
• Performance Rights will lapse where the
holder ceases to be employed by the KMD

Brands group before the end of a
performance period.
There is no amount payable by holders either on
grant or exercise of the Performance Rights.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the
reason for change must be identified here)
Issue of Performance Rights to selected Senior
Management employees to be converted into
Ordinary Shares in the Company upon the
satisfaction of certain conditions in accordance
with the KMD Brands Limited Long-Term Incentive
Plan.
Authorised by resolutions of the Board.
Total number of Financial Products of the Class after
the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
4,319,303 Performance Rights
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 20
th
December 2022
pursuant to NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The holder of the Performance Rights has the
right to be issued Ordinary Shares vesting on 1
August 2025 provided the employee remains in
employment with the company to that date.
• 50% of the number of performance rights
that vest will depend on KMD Brands
Limited’s Earnings Per Share Compound
Annual Growth Rate over the three-year
Performance Period between 1 August 2022
and 31 July 2025.
• 50% of the number of performance rights
that vest will depend on KMD Brands
Limited’s Total Shareholder Return
performance relative to a defined
comparable group of companies over the 36
months ending 31 July 2025.
• Performance Rights will lapse where the
performance conditions are not met.
Date of issue 20 December 2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Frances Blundell
Contact person for this announcement Frances Blundell

Contact phone number 03 968 6110
Contact email address companysecretary@kmdbrands.com
Date of release through MAP 21 December 2022