KMD Brands Constitution

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KMD Brands Limited
ASX / NZX
5 September 2024
KMD Brands Limited – Amended Constitution
F
ollowing the amendment to the KMD Brands Limited Constitution approved at the Annual Shareholders’ meeting
in November 2023, attached is a copy of the Constitution as amended.
ENDS
For further information, please contact:
Frances Blundell
Company Secretary

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New Zealand Company Number 2334209
Australian Registered Body Number 139 836 918

Constitution of KMD Brands
Limited

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TABLE OF CONTENTS
CONSTITUTION OF KMD BRANDS LIMITED 6

1 PRELIMINARY 6
1.1 Defined terms 6
1.2 Further definitions 6
1.3 Construction 7
1.4 Enforcement 7
2 RELATIONSHIP BETWEEN CONSTITUTION AND LISTING RULES 7
2.1 Incorporation of Listing Rules while listed by NZX 7
2.2 Company must comply with Listing Rules while listed by NZX 8
2.3 Constitution subject to Listing Rules while Company is listed 8
2.4 NZX rulings 8
2.5 Failure to comply with Listing Rules has limited effect in some cases 8
3 SHARES AND SHAREHOLDERS 8
3.1 Board need not comply with statutory pre-emptive rights 8
3.2 Issue of Shares 8
3.3 Further issues of Shares do not affect rights of existing shareholders 9
3.4 Conversion, consolidation and subdivision 9
3.5 Share register may be divided 9
3.6 Record date for shareholder voting 9
3.7 Registration of separate parcels 9
3.8 Board may refuse or delay transfer 10
3.9 Compulsory sale of less than Minimum Holdings 10
3.10 Board may make calls on Shares 10
3.11 Forfeiture of Shares where calls or other amounts unpaid 10
3.12 Company’s lien 11
3.13 Company may acquire and hold Shares 11
3.14 Proceedings at meetings of shareholders and interest groups 11
4 DIRECTORS 11
4.1 Board composition 11
4.2 Independent Directors 11
4.3 Appointment of Directors 11
4.4 Rotation of Directors 12
4.5 No shareholding qualification for Directors 12
4.6 Election of chairperson of the Board and term of office 12
4.7 Office of Director vacated in certain cases 12
4.8 Meetings of the Board 13
4.9 Written resolutions of Board permitted 13
4.10 Written resolutions may be in counterparts 13
4.11 Board delegates to comply with regulations 13
4.12 Committee proceedings 13
4.13 Directors may appoint and remove alternate Directors 13
4.14 Alternate Director has powers of appointer 14
4.15 Remuneration of alternate Director 14
4.16 Termination of appointment of alternate Director 14

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5 DIRECTORS' REMUNERATION 14
5.1 Executive Directors 14
5.2 Expenses 14
5.3 Special remuneration 14
6 INDEMNITY AND INSURANCE 15
6.1 Company may indemnify Directors and employees for certain liabilities 15
6.2 Company may effect insurance for Directors and employees 15
7 DISTRIBUTIONS 15
7.1 Method of payment 15
7.2 Currency of payment 15
7.3 Deductions 15
7.4 Entitlement date 15
7.5 Unclaimed distributions 16
8 LIQUIDATION 16
8.1 Distribution of surplus 16
8.2 Distribution in kind 16
8.3 Trusts 16
9 EXECUTION OF DEEDS 16
9.1 Manner of execution of deeds 16
10 PURPOSE 17
11 STAKEHOLDER CONSIDERATION 17
FIRST SCHEDULE: CALLS, FORFEITURE AND LIENS 18
1 INTERPRETATION 18
1.1 Construction 18
2 CALLS ON SHARES 18
2.1 Shareholders must pay calls 18
2.2 Call made when Board resolution passed 18
2.3 Joint holders are jointly and severally liable 18
2.4 Unpaid calls will accrue interest 18
2.5 Amounts payable under terms of issue treated as calls 19
2.6 Board may differentiate between shareholders as to calls 19
2.7 Board may accept payment in advance for calls 19
3 FORFEITURE OF SHARES 19
3.1 Board may by notice require forfeiture of Shares if calls unpaid 19
3.2 Notice of forfeiture must satisfy certain requirements 19
3.3 Failure to comply with notice may lead to forfeiture 20
3.4 Board may deal with forfeited Share 20
3.5 Shareholder whose Shares are forfeited loses rights 20
3.6 Evidence of forfeiture 20
3.7 Company may sell forfeited Share 20

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4 LIEN ON SHARES 20
4.1 Company’s lien 20
4.2 Waiver of lien 21
4.3 Company may sell Share on which it has a lien 21
4.4 Company may transfer Share and apply proceeds 21
SECOND SCHEDULE: PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 22
1 INTERPRETATION 22
1.1 Construction 22
2 NOTICE 22
2.1 Written notice must be given to shareholders, Directors and auditors 22
2.2 Notice must state nature of business 22
2.3 Proxy form must be sent with notice 22
2.4 Irregularities in notice may be waived 22
2.5 Company’s accidental failure to send notice does not invalidate meeting 23
2.6 Notice of an adjournment 23
3 MEETING AND QUORUM 23
3.1 Methods of holding meetings 23
3.2 Business to be transacted only if a quorum is present 23
3.3 Quorum for shareholders’ meeting 23
3.4 Meeting convened at shareholders’ request dissolved if no quorum 24
3.5 Other meetings to be adjourned if no quorum 24
4 CHAIRPERSON 24
4.1 Chairperson of Board to be chairperson of meeting 24
4.2 Directors may elect chairperson if chairperson of Board not available 24
4.3 As a last resort shareholders may elect chairperson 24
4.4 Chairperson’s power to adjourn meeting 24
4.5 Chairperson may dissolve or adjourn unruly meetings 25
4.6 Dissolved meetings - unfinished business 25
5 VOTING 25
5.1 Voting by show of hands or voice vote at meeting 25
5.2 Voting by electronic means 25
5.3 Votes of joint holders 25
5.4 Shareholder loses certain voting rights if calls unpaid 25
5.5 Chairperson not allowed casting vote 25
5.6 Chairperson’s declaration of result 25
6 POLLS 26
6.1 Poll may be demanded by chairperson or shareholder 26
6.2 Time at which poll is to be taken 26
6.3 Counting votes cast in a poll 26
6.4 Declaration of poll result 26
6.5 Proxy allowed to demand a poll 26
7 SHAREHOLDER PROPOSALS 27
7.1 Shareholder proposals by written notice 27

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8 PROXIES 27
8.1 Proxies permitted 27
8.2 Proxy to be treated as shareholder 27
8.3 Appointment of proxy must be in writing or approved electronic format and specify
restrictions 27

8.4 Notice of proxy to be produced at least 48 hours before meeting 27
8.5 Form of notice of proxy 27
8.6 Vote by proxy valid where no notification before meeting of disqualified proxy 28
9 POSTAL VOTES 28
9.1 Postal votes are permitted 28
10 CORPORATE REPRESENTATIVES 28
10.1 Corporations may act by representative 28
11 MINUTES 28
11.1 Board must keep minutes of proceedings 28
12 OTHER PROCEEDINGS 29
12.1 Shareholder participation by electronic means 29
12.2 Chairperson may regulate other proceedings 29
THIRD SCHEDULE: PROCEEDINGS OF THE BOARD 30
1 INTERPRETATION 30
1.1 Construction 30
2 NOTICE OF MEETING 30
2.1 Director’s power to convene meetings 30
2.2 Notice to be sent to Director’s address 30
2.3 Notice to contain certain details 30
2.4 Period of notice required to be given to Directors 30
2.5 Absent Directors 30
2.6 Directors may waive irregularities in notice 31
3 MEETING AND QUORUM 31
3.1 Methods of holding meetings 31
3.2 Quorum for Board meeting 31
3.3 Meeting adjourned if no quorum 31
4 CHAIRPERSON 31
4.1 Chairperson to chair meetings 31
5 VOTING 31
5.1 Voting on resolutions 31
5.2 Chairperson does not have a casting vote 32
6 MINUTES 32
6.1 Board must keep minutes of proceedings 32
7 OTHER PROCEEDINGS 32
7.1 Board may regulate other proceedings 32

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CONSTITUTION OF KMD BRANDS LIMITED
1 PRELIMINARY
1.1 Defined terms
In this constitution the following expressions have the following meanings:
Act means the Companies Act 1993;
Board means the Directors of the Company from time to time;
Company means KMD Brands Limited;
constitution means this constitution as it may be amended from time to time in accordance with
the Act;
Director means a person appointed as a director of the Company in accordance with this
constitution;
Independent Director has the meaning given to that term by the Listing Rules;
Listing Rules means the Listing Rules applying to the NZX Main Board (or any successor to that
market) as altered from time to time by NZX;
NZX means NZX Limited, its successors and assigns and, as the context permits, includes any
duly authorised delegate of NZX;
Share means a share in the Company; and
Treasury Stock means Shares which have been acquired by the Company and are held by the
Company as treasury stock pursuant to the Act, and includes Shares which are held by a
subsidiary of the Company other than in accordance with section 82(6) of the Act.
1.2
Further definitions
Subject to clause 1.1, expressions:
(a) which are defined in the Listing Rules (whether or not expressed with an initial capital
letter) have the meanings given by the Listing Rules; AND
(b) which are defined in the Act (whether generally or for the purposes of one or more
particular provisions) have the meanings given to them by the Act. Where an expression
is defined in the Act more than once and in different contexts, its meaning will be
governed by the context in which it appears in this constitution.

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1.3 Construction
In this constitution:
(a) headings appear as a matter of convenience and do not affect the interpretation of this
constitution;
(b) the singular includes the plural and vice versa, and words importing one gender include
the other genders;
(c) a reference to a call or an amount called in respect of a Share includes an amount that,
by the terms of issue of a Share or otherwise, is payable at one or more fixed times;
(d) a reference to something being "written" or "in writing" includes that thing being
represented or reproduced in any mode in a visible form;
(e) a reference to an enactment or any regulations is a reference to that enactment or those
regulations as amended, or to any enactment or regulations substituted for that
enactment or those regulations;
(f) a reference to a Rule or the Listing Rules includes that Rule or the Listing Rules as from
time to time amended or substituted;
(g) a reference to permitted by the Act or permitted by the Listing Rules means not prohibited
by the Act or not prohibited by the Listing Rules; and
(h) the Schedules form part of this constitution.
1.4
Enforcement
(a) Each Shareholder submits to the non-exclusive jurisdiction of the courts of New Zealand with
respect to any proceedings that may be brought at any time relating to this constitution.
(b) If at any time any provision of this constitution is or becomes illegal, invalid or unenforceable in
any respect pursuant to the law of any jurisdiction, then that does not affect or impair:
(i) the legality, validity or enforceability in that jurisdiction of any other provision of this
constitution; or
(ii) the legality, validity or enforceability pursuant to the law of any other jurisdiction of that or
any other provision of this constitution.
2
RELATIONSHIP BETWEEN CONSTITUTION AND LISTING RULES
2.1 Incorporation of Listing Rules while listed by NZX
For so long as the Company is listed by NZX:
(a) this constitution is deemed to incorporate all provisions of the Listing Rules required
under the Listing Rules to be contained or incorporated by reference in this constitution,
as those provisions apply from time to time (and as modified by any ruling or waiver
relevant to the Company);

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(b) shareholders must not cast a vote if prohibited from doing so by the Listing Rules; and
(c) Directors must not cast a vote if prohibited from doing so by the Listing Rules.
2.2
Company must comply with Listing Rules while listed by NZX
For so long as the Company is listed by NZX, the Company must comply with the Listing Rules.
Subject to clause 2.4, if this constitution contains any provision inconsistent with the Listing
Rules, then the Listing Rules prevail.
2.3
Constitution subject to Listing Rules while Company is listed
To the extent that any provision of this constitution is expressed as being subject to the Listing
Rules or requires compliance with the Listing Rules, such provision will only be subject to, or
require compliance with, the Listing Rules for so long as the Company is listed.
2.4
NZX rulings
If NZX has granted a ruling in relation to the Company authorising any act or omission which in
the absence of that ruling would be in contravention of the Listing Rules or this constitution that
act or omission will, unless a contrary intention appears in this constitution, be deemed to be
authorised by the Listing Rules and by this constitution.
2.5
Failure to comply with Listing Rules has limited effect in some cases
Any failure to comply with:
(a) the Listing Rules; or
(b) a provision in this constitution corresponding with a provision in the Listing Rules (whether
such provision is set out in full in this constitution or incorporated in it pursuant to clause
2.1),
by the Company or shareholders does not affect the validity or enforceability of any transaction,
contract, action, decision or vote taken at a meeting of Equity Security holders or other matter
done or entered into by, or affecting, the Company, except that a party to a transaction or
contract who knew of the non-compliance shall not be entitled to enforce that transaction or
contract. This clause does not limit the rights of Equity Security holders against the Company or
the Directors.
3
SHARES AND SHAREHOLDERS
3.1 Board need not comply with statutory pre-emptive rights
Section 45 of the Act does not apply to the Company.
3.2
Issue of Shares
(a) Subject to this constitution and any rights and restrictions attached to a class of Shares or other
securities, the Company may by resolution of the Board issue Shares (in different classes),

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options to acquire Shares, and other securities with rights of conversion to Shares on any terms,
to any person, at any time and for any consideration, as the Board resolves.
(b) Subject to this constitution and the Listing Rules, the Company may:
(i) issue preference shares on such terms as the Board may determine;
(ii) issue or redeem redeemable Shares on such terms as the Board may determine; and
(iii) exercise an option to redeem redeemable Shares issued by the Company in relation to
one or more holders of redeemable Shares,
in accordance with the Act and the Listing Rules.
3.3
Further issues of Shares do not affect rights of existing shareholders
Subject to this constitution, the Board may issue Shares that rank as to voting or distribution
rights, or both, equally with or in priority to any existing Shares. Any such issue will not be
treated as an action affecting the rights attached to those existing Shares unless the terms of
issue of those Shares expressly provide otherwise.
3.4
Conversion, consolidation and subdivision
The Board may:
(a) convert any issued Shares into another class of Shares on such terms as the Board may
determine;
(b) consolidate and divide Shares or any class of Shares in proportion to those Shares or the
Shares in that class; and/or
(c) subdivide Shares or any class of Shares in proportion to those Shares or the Shares in
that class.
3.5
Share register may be divided
The Share register may be divided into 2 or more registers kept in different places.
3.6
Record date for shareholder voting
The Board may determine in a notice of meeting for the purpose of voting at that meeting that
those registered shareholders as at 5.00 pm on a day not more than 2 working days before the
meeting will be the only persons entitled to exercise the right to vote at that meeting.
3.7
Registration of separate parcels
A shareholder or a transferee may request the Company to register the Shares held by that
person in two or more separately identifiable parcels. Where the Company agrees to such a
request, the Company may, so far as it considers convenient, communicate with the shareholder
of the securities, pay distributions and otherwise act in respect of such parcel, as if the
separately identifiable parcels belonged to different persons.

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3.8 Board may refuse or delay transfer
The Board may in its absolute discretion refuse or delay the registration of any transfer of Shares
(subject to their terms of issue) if permitted to do so by the Act or the Listing Rules.
3.9
Compulsory sale of less than Minimum Holdings
(a) The Company may at any time give notice to a security holder holding less than a Minimum
Holding that if, at the expiration of 3 months after the date the notice is given, securities then
registered in the name of the holder are less than a Minimum Holding the Company may sell
those securities on market (including through a broker acting on the Company’s behalf).
(b) The Board may authorise the transfer of the securities sold by the Company under this clause
3.9 and the holder is deemed to have authorised the Company to act on behalf of the holder
and to sign all necessary documents relating to the sale. The purchaser of securities sold by
the Company under this clause 3.9 shall have no obligation to ensure the proceeds of the sale
of those securities is applied in accordance with this clause 3.9, nor shall the title to the
securities be affected by any irregularity or invalidity in the procedures under this constitution
relating to the sale. The remedy of any person aggrieved by the sale is in damages only and
against the Company exclusively.
(c) The proceeds of the sale of any securities sold under this clause must be applied as follows:
(i) first, in payment of any reasonable sale expenses.
(ii) second, in satisfaction of any unpaid calls or any other amounts owing to the
Company in respect of the securities.
(iii) the residue, if any, must be paid to the person who was the holder immediately
before the sale or his or her executors, administrators or assigns.
(d) A certificate signed by a Director that records that a power of sale under this clause has arisen
and is exercisable by the Company is conclusive evidence of the facts stated in that certificate.
3.10
Board may make calls on Shares
The Board may make calls on any shareholder for any amount that is unpaid on that
shareholder’s Shares and not otherwise payable at a specified time or times under this
constitution or the terms of issue of those Shares or any contract for the issue of those Shares.
The First Schedule governs calls on Shares.
3.11
Forfeiture of Shares where calls or other amounts unpaid
The Board may exercise the rights set out in the First Schedule for forfeiture of any Shares if the
holder of those Shares fails to pay:
(a) a call payable on those Shares; or
(b) any amount that is payable under this constitution or the terms of issue of those Shares
or any contract for the issue of the Shares,

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on or before the date for its payment, together with any accrued interest and any expenses
incurred by the Company by reason of the non-payment.
3.12
Company’s lien
The Company has a lien on Shares and distributions in respect of such Shares on the terms set
out in the First Schedule.
3.13
Company may acquire and hold Shares
Subject to this constitution and the Listing Rules, the Company may:
(a) purchase or otherwise acquire Shares issued by the Company and may hold Shares as
Treasury Stock; and
(b) make an offer to one or more holders of Shares to acquire Shares issued by the
Company in such number or proportions as it thinks fit,
in accordance with the Act and the Listing Rules.
3.14
Proceedings at meetings of shareholders and interest groups
The Second Schedule governs the proceedings at meetings of shareholders. The Second
Schedule also governs the proceedings of meetings of any interest group required to be held by
the Act, the Listing Rules, or this constitution, with all necessary consequential modifications.
4
DIRECTORS
4.1 Board composition
The composition of the Board must include the following:
(a) the minimum number of Directors (other than alternate directors) is three and the
maximum number of Directors (other than alternate directors) is eight;
(b) at least two Directors must be ordinarily resident in New Zealand; and
(c) while the Company is listed by the NZX, it shall have not less than the minimum number
of Independent Directors prescribed by the Listing Rules.
4.2
Independent Directors
While the Company is listed by the NZX, the Company and the Board shall comply with the
Listing Rules applicable to the appointment and identification of Independent Directors under
clause 4.1(c).
4.3
Appointment of Directors
(a) Any natural person who is not disqualified under the Act and, if required under the Listing Rules,
who has been nominated within the time limits under (and in accordance with the other
requirements of) the Listing Rules, may be appointed as a Director by an ordinary resolution of
shareholders.

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(b) The Board may appoint any person who is not disqualified under the Act to be a Director to fill a
vacancy or as an addition to the existing Directors. Any Director appointed under this clause
(including any person who subsequent to his or her appointment as a Director becomes an
executive Director) may hold office only until the next annual meeting, and is then eligible for
election.
(c) The persons holding office as directors of the Company on adoption of this constitution continue
in office and are deemed to have been appointed as Directors pursuant to this constitution.
Similarly the chairperson of the Board continues in office and is deemed to have been appointed
as chairperson pursuant to this constitution.
4.4
Rotation of Directors
(a) Each Director shall retire from office when required to do so by the Listing Rules, but, subject to
the Listing Rules, shall be eligible for re-election (including at any meeting at which the Director
retires).
(b) A Director retiring at a meeting of shareholders continues to hold office:
(i) until he or she is re-elected; or
(ii) if he or she is not re-elected, until the end of the meeting of shareholders at which he or
she retires (or any adjournment of that meeting).
4.5
No shareholding qualification for Directors
There is no shareholding qualification for Directors.
4.6
Election of chairperson of the Board and term of office
(a) The Directors may elect one of their number as chairperson and, if they so determine a deputy
chairperson, of the Board.
(b) The chairperson of the Board and, if one has been elected, the deputy chairperson of the Board
holds that office until he or she vacates that office or the Directors elect a chairperson or deputy
chairperson (as the case may be) in his or her place.
4.7
Office of Director vacated in certain cases
The office of Director is vacated if the person holding that office:
(a) dies;
(b) is removed from office pursuant to the Act;
(c) is an executive Director and ceases to be an employee of the Company or of a related
body corporate of the Company;
(d) becomes an insolvent under administration;
(e) becomes of unsound mind or a person whose property is liable to be dealt with pursuant
to a law about mental health; or

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(f) is absent from 3 consecutive meetings of the Board without leave being granted by a
resolution of the Board and the Board resolves that the Director has vacated office;
(g) becomes disqualified from being a director pursuant to the Act; or
(h) retires from office and is not re-elected or deemed to have been re-elected under this
constitution.
4.8
Meetings of the Board
The Third Schedule governs the proceedings at meetings of the Board, except where otherwise
agreed by all Directors in relation to a particular meeting or meetings. The third schedule to the
Act does not apply to proceedings of the Board.
4.9
Written resolutions of Board permitted
A written resolution signed or assented to by a majority of the Directors then entitled to receive
notice of a meeting of the Board and who together would constitute a quorum at a meeting is as
valid and effective as if it had been passed at a meeting of the Board duly convened and held.
4.10
Written resolutions may be in counterparts
Any written resolution may consist of several copies of the resolution, each signed or assented to
by one or more of the Directors. A copy of a written resolution, which has been signed and is
sent by email or any similar means of communication (including PDF counterparts), will satisfy
the requirements of this clause.
4.11
Board delegates to comply with regulations
In exercising the Board’s delegated powers, any committee of Directors, Director, employee, or
any other person must comply with any regulations that the Board may impose.
4.12
Committee proceedings
The provisions of this constitution relating to meetings and proceedings of the Board also apply
to meetings and proceedings of any committee of Directors, except to the extent the Board
determines otherwise.
4.13
Directors may appoint and remove alternate Directors
Every Director may:
(a) appoint any person who is not a Director and is not disqualified by the Act or this
constitution from being a Director, and whose appointment has been approved in writing
by a majority of the other Directors, to act as an alternate Director in his or her place
either for a specified period, or generally during the absence or inability to act from time
to time of such Director; and
(b) remove his or her alternate Director from that office,
by giving written notice to that effect to the Company. A majority of the other Directors may
similarly remove an alternate of a Director from that office.

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4.14 Alternate Director has powers of appointer
While acting in the place of the Director who appointed him or her, an alternate Director:
(a) has, and may exercise and discharge, all the powers, rights, duties and privileges of that
Director (including the right to receive notice of, be counted as part of the quorum of, and
participate in a meeting, of the Board, and to sign any document, including a written
resolution, and to act as chairperson of the Board, but excluding the right to appoint an
alternate Director); and
(b) is also subject to the same terms and conditions of appointment as that Director, except
that he or she is not entitled to receive remuneration.
4.15
Remuneration of alternate Director
Each alternate director’s remuneration (if any) must be paid by the Director who appointed the
alternate Director.
4.16
Termination of appointment of alternate Director
The appointment of an alternate Director terminates automatically if the Director who appointed
him or her ceases to be a Director or if an event occurs which would cause him or her to vacate
office if he or she were a Director. A Director retiring by rotation and being re-elected is not to be
treated as having ceased to be a Director for the purposes of this clause.
5
DIRECTORS' REMUNERATION
5.1 Executive Directors
Nothing in the Listing Rules concerning the payment of remuneration to Directors in their
capacity as Directors of the Company or any subsidiary shall affect the remuneration of
executive Directors in their capacity as executives.
5.2
Expenses
A Director may be reimbursed for reasonable travelling, accommodation and other expenses
incurred in the course of performing duties or exercising powers as a Director without requiring
the prior approval of shareholders.
5.3
Special remuneration
Notwithstanding anything in the Listing Rules governing the authorisation of remuneration
payable to Directors in their capacity as Directors of the Company or any subsidiary by holders of
Shares, but subject to the Listing Rules applicable to transactions with related parties of the
Company, the Board may authorise special remuneration to any Director who is or has been
engaged by the Company or a subsidiary to carry out any work or perform any services which is
not in the capacity of a director of the Company or a subsidiary.

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6 INDEMNITY AND INSURANCE
6.1 Company may indemnify Directors and employees for certain liabilities
The Company shall indemnify a Director or employee of the Company or a related company for
any liability or costs for which a director or employee may be indemnified under the Act. The
Board may determine the terms and conditions of such an indemnity.
6.2
Company may effect insurance for Directors and employees
The Company may, with the prior approval of the Board, effect insurance for a Director or
employee of the Company or a related company for any liability or costs for which a company
may effect insurance for a director or employee under the Act. The Board may determine the
amounts and the terms and conditions of any such insurance.
7
DISTRIBUTIONS
7.1 Method of payment
Any distribution or other money payable to a shareholder may be paid by cheque sent through
the post to the registered address of the shareholder or in any other manner determined by the
Board and directed by the person entitled to the payment. In the case of joint holders, cheques
may be sent to the registered address of the person first named on the share register.
7.2
Currency of payment
The Board may, in its discretion, differentiate between shareholders as to the currency in which
distributions are to be paid. In exercising that discretion the Board may have regard to the
registered address of a shareholder, the share register on which a shareholder's shares are
registered or any other matter the Board considers appropriate. In any case where a distribution
is to be paid in a currency other than New Zealand currency, the amount payable will be
converted from New Zealand currency in a manner, at a time and at an exchange rate
determined by the Board.
7.3
Deductions
The Board may deduct from distributions payable to any shareholder in respect of any Shares
any:
(a) unpaid calls or other amounts, and any interest payable on such amounts, relating to the
specific Shares; and
(b) amounts the Company may be called upon to pay under any legislation in respect of the
specific Shares.
7.4
Entitlement date
Distributions or other payments to shareholders of the Company will be payable to the persons
who are the registered as holders of those Shares on an entitlement date fixed by the Board.

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7.5 Unclaimed distributions
Distributions or other monetary payments, and any other moneys payable to any shareholder or
former shareholder in respect of Shares, unclaimed for one year after having been authorised
may be used for the benefit of the Company until claimed. All distributions or other monetary
payments, and any other moneys payable to any shareholder or former shareholder in respect of
Shares, unclaimed for five years after having been authorised may be forfeited by the Board for
the benefit of the Company. The Company shall, nevertheless, annul the forfeiture and pay a
claimant which produces evidence of entitlement.
8
LIQUIDATION
8.1 Distribution of surplus
Subject to the rights of the shareholders of the Company and to clauses 8.2 and 8.3, upon the
liquidation of the Company the surplus assets of the Company (if any) must be distributed among
the shareholders in proportion to their shareholding. If any shareholders shares are not fully paid
up the liquidator of the Company may require those shares to be fully paid up before the
shareholder receives any distribution of the surplus assets of the Company in respect of those
shares.
8.2
Distribution in kind
With the approval of the shareholders of the Company by ordinary resolution, the liquidator of the
Company may divide amongst the shareholders in kind the whole or any part of the surplus
assets of the Company (whether or not they are of the same kind) and for that purpose the
liquidator may:
(a) attribute values to assets as the liquidator considers appropriate; and
(b) determine how the division will be carried out as between the shareholders or different
Classes of shareholders.
8.3
Trusts
With the approval of the shareholders of the Company by ordinary resolution, the liquidator may
vest the whole or any part of any surplus assets of the Company in trustees upon trust for the
benefit of shareholders of the Company. The liquidator may determine the terms of the trust.
9
EXECUTION OF DEEDS
9.1 Manner of execution of deeds
An obligation which, if entered into by a natural person, would, by law, be required to be by deed,
may be entered into on behalf of the Company in writing signed under the name of the Company
by a Director, or any other person authorised by the Board, whose signature must be witnessed,
or as otherwise permitted by the Act.

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10 PURPOSE
The purpose of the Company as part of the KMD Brands corporate group (the “Group”), is to
operate a business that delivers returns to shareholders whilst seeking to have an overall
positive impact on society and the environment.
11
STAKEHOLDER CONSIDERATION
In discharging their duties under this constitution, the Companies Act and the general law, the
directors of the Company:
(a) will include in their consideration (where determined relevant by the Directors) the
following factors:
(i) the likely consequences of any decision or act of the Company in the long term;
and
(ii) the interests of the Company’s employees; and
(iii) the need to foster the Company’s business relationships with suppliers, customers
and others; and
(iv) the impact of the Company’s operations on the community and the environment;
and
(v) the desirability of the Company maintaining a reputation for high standards of
business conduct; and
(vi) the interests of the shareholders of the Company; and
(vii) the ability of the Company to create an overall positive impact on society and the
environment; and
(b) need not give priority to a particular factor referred to in paragraph (a) over any other
factor (included in paragraph (a) or otherwise).

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FIRST SCHEDULE: CALLS, FORFEITURE AND LIENS
1 INTERPRETATION
1.1 Construction
Unless stated otherwise, references to clauses are references to clauses in this Schedule.
2
CALLS ON SHARES
2.1 Shareholders must pay calls
(a) Every shareholder on receiving at least 10 working days’ (or any other period of notice
required by the Listing Rules or any terms of issue of the relevant Shares) notice
specifying the time or times and the place of payment must pay, in accordance with that
notice, the amount called to be paid in respect of any Shares that shareholder holds.
(b) The non-receipt of a notice of a call by, or the accidental omission to give notice of a call
to, any shareholder does not invalidate the call.
(c) The Board may revoke or postpone a call at any time prior to the date on which payment
of that call is due, or require a call to be paid by instalments.
2.2
Call made when Board resolution passed
A call is regarded as having been made at the time when the Board resolution authorising the
call was passed.
2.3
Joint holders are jointly and severally liable
The joint holders of a Share are jointly and severally liable to pay all calls for that Share.
2.4
Unpaid calls will accrue interest
(a) If an amount called is not paid in full at the time specified for payment, the person from
whom the amount is due must pay the Company:
(i) interest on the amount that remains unpaid at a rate determined by the Board and
calculated from the time specified for payment until the day of actual payment
(with such interest accruing daily and capitalised at any interval that the Board
resolves); and
(ii) all costs and expenses that the Company incurs due to the failure to pay or the
late payment.
(b) Subject to the Listing Rules, the Board may waive some or all of the payment of that
interest.

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2.5 Amounts payable under terms of issue treated as calls
Any amount that becomes payable on issue or at any specified date under this constitution or
under the terms of issue of Shares or under a contract for the issue of Shares, will be regarded
as being a call duly made and payable on the specified date. If the payment is not made, the
relevant provisions of this constitution will apply as if the amount had become payable by virtue
of a call made in accordance with this constitution.
2.6
Board may differentiate between shareholders as to calls
On the issue of Shares, the Board may differentiate between shareholders as to the amount of
calls to be paid and the times of payment.
2.7
Board may accept payment in advance for calls
(a) Where a shareholder is willing to advance some or all of the money unpaid and uncalled
on any Share of that shareholder, the Board may accept the amount advanced on the
Company’s behalf. The Board may pay interest on that amount at a rate agreed between
the Board and that shareholder for the period between the date that the amount is
accepted and the date that the amount becomes payable pursuant to a call or the date
specified for its payment.
(b) The Board may at any time repay to any shareholder the whole or any portion of any
money so advanced upon giving that holder notice in writing and as from the date of such
repayment interest (if any) shall cease to accrue on the money so repaid.
(c) A shareholder is not entitled as of right to any payment of interest on any amount so paid
in advance and the Board may decline to pay any interest. Any amount so paid in
advance must not be taken into account in ascertaining the amount of any distribution
payable upon the Shares concerned.
3
FORFEITURE OF SHARES
3.1 Board may by notice require forfeiture of Shares if calls unpaid
The Board may during the time that a call or other amount remains unpaid on a Share, serve a
notice on the holder of that Share requiring payment of the unpaid call or other amount, together
with any accrued interest and any costs or expenses incurred by the Company by reason of non-
payment.
3.2
Notice of forfeiture must satisfy certain requirements
The notice served on a shareholder under clause 3.1 must specify a date not earlier than
10 working days after the date the notice is served by which the payment is to be made. The
notice must also state that in the event of non-payment by the appointed time, the Shares to
which the call or other amount relates will be liable to be forfeited by the shareholder.

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3.3 Failure to comply with notice may lead to forfeiture
Where a valid notice under clause 3.1 is served on a shareholder and the shareholder fails to
comply with the notice, then the Board may resolve that any Share for which that notice was
given and all distributions authorised and not paid before the notice was served be forfeited.
3.4
Board may deal with forfeited Share
A forfeited Share may be sold, cancelled or otherwise disposed of on such terms and in such
manner as the Board thinks fit. However, the Board may cancel the forfeiture at any time before
the sale or other disposition on such terms as the Board thinks fit if the call or other amount
which remains unpaid on the Share is paid.
3.5
Shareholder whose Shares are forfeited loses rights
A person whose Shares have been forfeited immediately ceases to be a shareholder in respect
of those Shares notwithstanding any other provision of this constitution, and remains liable to pay
the unpaid amount that the shareholder owes the Company, but that liability shall cease if the
Company receives payment in full of all money owing for those Shares.
3.6
Evidence of forfeiture
A certificate signed by a Director that a Share has been duly forfeited on a stated date is
conclusive evidence of the facts stated in that certificate.
3.7
Company may sell forfeited Share
The Company may receive the consideration, if any, given for a forfeited Share following a sale
or disposition, and may execute a transfer of the Share in favour of the person to whom the
Share is sold or disposed of, and register that person as the holder of the Share. That person is
not bound to see to the application of the purchase money, if any, nor is the title to the Share
affected by any irregularity or invalidity in the procedures under this constitution in respect of the
forfeiture, sale or disposal of that Share. Any residue after satisfaction of unpaid calls,
instalments, premiums or other amounts and interest, and expenses, shall be paid to the
previous holder, or to his or her executors, administrators or assigns.
4
LIEN ON SHARES
4.1 Company’s lien
The Company has a lien, ranking in priority over all other equities, on:
(a) all Shares registered in the name of a shareholder; and
(b) all distributions authorised in respect of such Shares; and
(c) the proceeds of sale of such Shares,
for:

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(d) unpaid calls payable in respect of any such Shares; and
(e) interest and expenses on any such calls; and
(f) sale expenses owing to the Company in respect of any such Shares; and
(g) any amounts that the Company may be called on to pay under any statute, regulation,
ordinance or other legislation in respect of the Shares of that shareholder, whether the
period for payment has arrived or not.
4.2
Waiver of lien
Registration of a transfer of Shares on which the Company has any lien will operate as a waiver
of the lien, unless the Company gives notice to the contrary to the transferee prior to registration.
4.3
Company may sell Share on which it has a lien
The Company may sell a Share on which it has a lien in such manner as the Board thinks fit,
where:
(a) the lien on the Share is for a sum which is presently payable; and
(b) the registered holder of the Share, or the person entitled to it on his or her death or
bankruptcy, has failed to pay that sum after the Company has served that registered
holder written notice demanding payment of that sum.
4.4
Company may transfer Share and apply proceeds
(a) The Company may receive the consideration given for a Share sold under clause 4.3,
and may execute a transfer of the Share in favour of the person to whom the Share is
sold, and register that person as the holder of the Share discharged from all calls due
prior to the purchase.
(b) The purchaser is not bound to see to the application of the purchase money, and the
purchaser’s title to the Share is not affected by any irregularity or invalidity in the
proceedings relating to the sale. The remedy of any person aggrieved by the sale shall
be in damages only and against the Company exclusively.
(c) The Company must apply the sale proceeds in payment of the sum presently payable on
the lien, and the balance, if any, shall (subject to a like lien for sums not presently payable
that existed upon the Share before the sale) be paid to the person who held the Share
immediately before the date of sale or to his or her executors, administrators or assigns.

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SECOND SCHEDULE: PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
1 INTERPRETATION
1.1 Construction
(a) This Schedule is to be read together with Schedule 1 of the Act.
(b) Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
(c) A reference in this Schedule to a shareholder present at a meeting or entitled to vote at a
meeting includes a reference to a proxy of a shareholder, a representative of a corporate
shareholder, an attorney of a shareholder, and any person who may lawfully act on behalf
of a shareholder.
2
NOTICE
2.1 Written notice must be given to shareholders, Directors and auditors
Subject to the Act and the Listing Rules, written notice of the time and place of a meeting of
shareholders must be sent to every shareholder entitled to receive notice of the meeting and to
every Director and any auditor of the Company.
2.2
Notice must state nature of business
The notice must:
(a) state the nature of the business to be transacted at the meeting in sufficient detail to
enable a shareholder to form a reasoned judgment in relation to it;
(b) state the text of any special resolution to be submitted to the meeting;
(c) contain or be accompanied by sufficient explanation to enable a reasonable person to
understand the effect of the resolutions proposed in the notice; and
(d) for so long as the Company is listed, comply with the requirements of the Listing Rules.
2.3
Proxy form must be sent with notice
A proxy form must be sent by mail or electronically with each notice of meeting.
2.4
Irregularities in notice may be waived
Any irregularity in a notice of a meeting is waived if all the shareholders entitled to attend and
vote at the meeting attend the meeting without protest as to the irregularity or if all such
shareholders agree to the waiver.

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2.5 Company’s accidental failure to send notice does not invalidate meeting
The accidental omission to send notice of a meeting to, or the failure to receive notice by, any
person entitled to that notice, does not invalidate the proceedings at that meeting.
2.6
Notice of an adjournment
(a) If a meeting is adjourned for less than 30 days no notice of the time and place of the adjourned
meeting need be given other than by announcement at the meeting from which the adjournment
took place and any announcement required by the Listing Rules.
(b) If a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given in
the same way as notice was given of the meeting from which the adjournment took place
including any announcement required by the Listing Rules.
3
MEETING AND QUORUM
3.1 Methods of holding meetings
A meeting of shareholders may be held:
(a) by a number of shareholders, who constitute a quorum, being assembled together at the
place, date and time appointed for the meeting; or
(b) by means of an audio, or audio and visual, communication by which all shareholders
participating and constituting a quorum can simultaneously hear each other throughout
the meeting; or
(c) by a combination of both the methods described in clauses 3.1(a) and 3.1(b).
The Company is not required to hold meetings of shareholders in the manner specified in
clauses 3.1(b) or 3.1(c). Meetings will be held in that manner only if the notice of meeting so
specifies or the Board otherwise decides that the Company should do so. A shareholder
participating in a meeting by means of audio, audio and visual, or electronic communication is
present at the meeting and part of the quorum.
3.2
Business to be transacted only if a quorum is present
Subject to clauses 3.4 and 3.5, business may be transacted at a meeting of shareholders only if
a quorum is present at the time when the meeting proceeds to business.
3.3
Quorum for shareholders’ meeting
A quorum for a meeting of shareholders is present if 3 or more shareholders are present having
the right to vote at the meeting.

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3.4 Meeting convened at shareholders’ request dissolved if no quorum
If a quorum is not present within 30 minutes after the time appointed for the meeting convened
on the written request of shareholders holding Shares together carrying at least 5 percent of the
voting rights entitled to be exercised, the meeting will be dissolved automatically.
3.5
Other meetings to be adjourned if no quorum
If a quorum is not present within 30 minutes after the time appointed for a meeting (other than a
special meeting convened under the Act or a meeting of an interest group), the meeting will be
adjourned to the same day in the following week at the same time and place, or to such other
day, time, and place as determined by the Board. If at the adjourned meeting a quorum is not
present within 30 minutes after the time appointed for the meeting, the shareholders present will
constitute a quorum.
4
CHAIRPERSON
4.1 Chairperson of Board to be chairperson of meeting
The chairperson of the Board, if one has been elected by the Directors and is present at a
meeting of shareholders, will chair the meeting.
4.2
Directors may elect chairperson if chairperson of Board not available
If no chairperson of the Board has been elected or, if at any meeting of shareholders the
chairperson of the Board is not present within 15 minutes of the time appointed for the
commencement of the meeting or is unwilling to act, the deputy chairperson of the Board (if any)
shall be the chairperson, or failing him or her, the Directors present may elect one of their
number to be chairperson of the meeting.
4.3
As a last resort shareholders may elect chairperson
If at any meeting of shareholders, no Director is willing to act as chairperson or if no Director is
present within 15 minutes of the time appointed for the commencement of the meeting, the
shareholders present may elect one of their number to be chairperson of the meeting.
4.4
Chairperson’s power to adjourn meeting
The chairperson of a meeting at which a quorum is present:
(a) may adjourn the meeting or any business, motion, question or resolution being
considered or remaining to be considered at the meeting or any discussion or debate,
either to a later time at the same meeting or to an adjourned meeting to be held at the
time and place determined by the chairperson; and
(b) must adjourn the meeting if directed by the meeting to do so.
The only business that may be transacted at any adjourned meeting is the business left
unfinished at the meeting from which the adjournment took place.

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4.5 Chairperson may dissolve or adjourn unruly meetings
The chairperson may adjourn or dissolve the meeting if in his or her opinion the meeting has
become so unruly, disorderly or inordinately protracted, that the business of the meeting cannot
be conducted in a proper and orderly manner. The chairperson may exercise this power without
the consent of the meeting and without giving reasons.
4.6
Dissolved meetings - unfinished business
If the chairperson proposes to dissolve a meeting pursuant to clause 4.5, and there is any item of
unfinished business of the meeting which in his or her opinion requires to be voted upon, then
that item shall be dealt with by the chairperson directing it to be put to the vote by a poll without
further discussion.
5
VOTING
5.1 Voting by show of hands or voice vote at meeting
In the case of a meeting of shareholders held under clause 3.1(a), unless a poll is demanded,
voting at the meeting will be by a show of hands or by voice vote, as the chairperson may
determine.
5.2
Voting by electronic means
To the extent permitted by the Act and the Listing Rules, the Board may allow shareholders to
vote by signifying their assent or dissent by electronic means (including voting on a personal
computer, with such vote being transmitted to the meeting), instead of the shareholder voting by
another method permitted by the Act or this constitution.
5.3
Votes of joint holders
Where two or more persons are registered as the holders of a Share, the vote of the person
named first in the share register and voting on a matter must be accepted to the exclusion of the
votes of the other joint holders.
5.4
Shareholder loses certain voting rights if calls unpaid
If a sum due to the Company in respect of any Share registered in a shareholder’s name has not
been paid then that Share may not be voted at any meeting of shareholders or an interest group.
5.5
Chairperson not allowed casting vote
In the case of an equality of votes the chairperson does not have a casting vote.
5.6
Chairperson’s declaration of result
Unless a poll is demanded, a declaration by the chairperson of the meeting that a resolution on a
show of hands or voice vote or by such other manner as the chairperson may have decided

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under clause 5.2 is carried by the requisite majority or lost, shall be conclusive evidence of that
fact.
6
POLLS
6.1 Poll may be demanded by chairperson or shareholder
At a meeting of shareholders, a poll may be demanded, either before or after a vote by show of
hands or voice vote, by:
(a) the chairperson, at his or her absolute discretion;
(b) at least 5 shareholders having the right to vote at the meeting;
(c) a shareholder or shareholders having the right to exercise at least 10 percent of the total
votes entitled to be exercised on the business to be transacted at the meeting; or
(d) a shareholder or shareholders holding Shares that confer a right to vote at the meeting
and on which the total amount paid up is at least 10 percent of the total amount paid up
on all the Shares that confer that right.
6.2
Time at which poll is to be taken
A poll demanded on the election of a chairperson of a meeting or on a question of adjournment
must be taken immediately. A poll demanded on any other question is to be taken at such time
as the chairperson of the meeting directs. The meeting may proceed to deal with any business
other than that upon which a poll has been demanded pending the taking of the poll.
6.3
Counting votes cast in a poll
If a poll is taken, votes must be counted according to the votes attached to the Shares of each
shareholder present and voting.
6.4
Declaration of poll result
(a) The chairperson of the meeting may declare the result of a poll either at or after the
meeting, and when the outcome of the poll is known, may do so regardless of whether all
votes have been counted.
(b) The result of a poll declared by the chairperson of the meeting will be treated as the
resolution of the meeting at which the poll was demanded on the issue for which the poll
was taken.
6.5
Proxy allowed to demand a poll
The instrument appointing a proxy to vote at a meeting confers authority to demand, or join in
demanding a poll, and a demand by a person as proxy for a shareholder has the same effect as
a demand by the shareholder.

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7 SHAREHOLDER PROPOSALS
7.1 Shareholder proposals by written notice
A shareholder may give written notice to the Board of a matter the shareholder proposes to raise
for discussion or resolution at the next meeting of shareholders at which the shareholder is
entitled to vote. The provisions of clause 9 of the first schedule to the Act apply to any notice
given pursuant to this clause.
8
PROXIES
8.1 Proxies permitted
A shareholder may either exercise the right to vote by being present in person or represented by
proxy.
8.2
Proxy to be treated as shareholder
A proxy for a shareholder is entitled to attend and be heard at a meeting of shareholders as if the
proxy were the shareholder.
8.3
Appointment of proxy must be in writing or approved electronic format and specify restrictions
A proxy must be appointed by a notice in writing that is signed by or in the case of an electronic
notice, sent by the shareholder, or by appointing the proxy online as per the Company’s
instructions in a notice of meeting, and the notice must state whether the appointment is for a
particular meeting or a specified term. A proxy need not be a shareholder of the Company.
8.4
Notice of proxy to be produced at least 48 hours before meeting
No appointment of a proxy is effective in relation to a meeting unless a copy of the notice of
appointment is produced to the Company at least 48 hours before the time for holding the
meeting or adjourned meeting at which the person named in the notice proposes to vote. If the
written notice appointing a proxy is signed under power of attorney, a copy of the power of
attorney (unless already deposited with the Company) and a signed certificate of non-revocation
of the power of attorney must accompany the notice.
8.5
Form of notice of proxy
(a) A notice appointing a proxy shall be in such form as required by the Listing Rules and
otherwise as the Board may direct.
(b) Proxy forms must as a minimum (so far as the subject matter and form of resolutions
reasonably permits) provide for two-way voting (for or against) on all resolutions, enabling
the shareholder to instruct the proxy as to the casting of the vote, must not be sent with
any name or office (e.g. “chairman of directors”) filled in as proxy holder, and must
contain a statement outlining who is subject to voting restrictions.

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(c) Proxy forms may in accordance with the Listing Rules provide that, if the shareholder
does not name a proxy in the form or if the named proxy does not attend the meeting, a
named person or office will act as the shareholders’ proxy and vote in accordance with
the shareholder’s express direction.
(d) So far as reasonably practicable, resolutions must be framed in a manner which facilitates two
way voting instructions for proxy holders.
8.6
Vote by proxy valid where no notification before meeting of disqualified proxy
Where:
(a) the shareholder has died or become incapacitated; or
(b) the proxy, or the authority under which the proxy was executed, has been revoked; or
(c) the Share in respect of which the notice of proxy is given has been transferred,
before a meeting at which a proxy exercises a vote in terms of a notice of proxy but the Company
does not receive written notice of that death, incapacity, revocation, or transfer before the start of
the meeting, the vote of the proxy is valid.
9
POSTAL VOTES
9.1 Postal votes are permitted
A shareholder may exercise the right to vote at a meeting by casting a postal vote.
10
CORPORATE REPRESENTATIVES
10.1 Corporations may act by representative
A body corporate which is a shareholder may appoint a representative to attend any meeting of
shareholders on its behalf in the same manner as that in which it could appoint a proxy. The
representative shall be entitled to attend and be heard at a meeting of shareholders as if the
representative were the shareholder.
11
MINUTES
11.1 Board must keep minutes of proceedings
The Board must ensure that minutes are kept of all proceedings at meetings of shareholders and
that a record is kept of all written resolutions of shareholders. Minutes which have been signed
correct by the chairperson of the meeting are evidence of the proceedings at the meeting unless
they are shown to be inaccurate.

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12 OTHER PROCEEDINGS
12.1 Shareholder participation by electronic means
For the purposes of this schedule, a shareholder, or the shareholder’s proxy or representative,
may participate in a meeting by means of audio, audio and visual, or electronic communication if:
(a) the Board approves those means; and
(b) the shareholder, proxy, or representative complies with any conditions imposed by the
Board in relation to the use of those means (including for example, conditions relating to
the identity of the shareholder, proxy, or representative and that persons approval or
authentication (including electronic authentication) of the information communicated by
electronic means).
Participation in a meeting includes participation in any manner specified in this schedule or
permitted by the constitution.
12.2
Chairperson may regulate other proceedings
Except as provided in Schedule 1 of the Act as modified by this Schedule, the chairperson of a
meeting of shareholders may regulate the proceedings at the meeting.

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THIRD SCHEDULE: PROCEEDINGS OF THE BOARD
1 INTERPRETATION
1.1 Construction
Unless stated otherwise, references to clauses are references to clauses in this Schedule.
2
NOTICE OF MEETING
2.1 Director’s power to convene meetings
A Director, or any other person at the request of a Director, may convene a meeting of the Board by
giving notice in accordance with this Schedule.
2.2
Notice to be sent to Director’s address
The notice of meeting must be a written notice delivered by hand to the Director, or sent to the
address, or an electronic mail message sent to the electronic mail address, which the Director
provides to the Company for that purpose, or if an address, or electronic mail address, is not
provided, then a written notice to his or her last place of employment or residence or known to the
Company.
2.3
Notice to contain certain details
The notice of meeting must include the date, time and place of the meeting and an indication of the
matters to be discussed in sufficient detail to enable a reasonable Director to appreciate the general
import of the matters.
2.4
Period of notice required to be given to Directors
At least two days’ notice of a meeting of the Board must be given unless the chairperson (or, in the
chairperson's absence from New Zealand, the deputy chairperson (if any), and in the deputy
chairperson’s absence, any other Director) believes it is necessary to convene a meeting of the
Board as a matter of urgency, in which case shorter notice of the meeting of the Board may be
given, so long as at least two hour’s notice is given. Any such shorter notice may be given by
telephone communication to each Director at the telephone number provided to the company by
each Director provided that written notice shall be given to the Directors within the shorter notice
period where it is practicable to do so.
2.5
Absent Directors
If a Director, who is for the time being absent from New Zealand, supplies the Company with an
address or electronic mail address to which notices are to be sent during his or her absence, then
notice must be given to that Director. Otherwise notice need not be given to any Director for the
time being absent from New Zealand. However, if he or she has an alternate Director who is in New
Zealand, then notice must be given to that person.

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2.6 Directors may waive irregularities in notice
Any irregularity in the notice of a meeting, or failure to comply with clauses 2.1 to 2.5 is waived if all
Directors entitled to receive notice of the meeting attend the meeting without protest as to the
irregularity or failure, or if all Directors entitled to receive notice of the meeting agree to the waiver.
3
MEETING AND QUORUM
3.1 Methods of holding meetings
A meeting of the Board may be held either:
(a) by a number of Directors who constitute a quorum, being assembled together at the place,
date and time appointed for the meeting; or
(b) by means of audio, or audio and visual, communication by which all Directors participating
can simultaneously hear each other throughout the meeting.
3.2
Quorum for Board meeting
Unless otherwise determined by the Board, the quorum necessary for the transaction of business at
a meeting of the Board is a majority of the Directors. No business may be transacted at a meeting
of the Board unless a quorum is present.
3.3
Meeting adjourned if no quorum
If a quorum is not present within 30 minutes after the time appointed for a meeting of the Board, the
chairperson will adjourn the meeting to a specified day, time and place, the day being within the next
two days. If no such adjournment is made the meeting will be adjourned automatically until the
same day in the following week at the same time and place. If at the adjourned meeting a quorum is
not present within 30 minutes from the time appointed for the meeting, the Directors present will
constitute a quorum.
4
CHAIRPERSON
4.1 Chairperson to chair meetings
The chairperson or, in the absence of the chairperson, the deputy chairperson of the Board will chair
all meetings of the Board. If no chairperson or deputy chairperson is elected, or if at a meeting of
the Board the chairperson or deputy chairperson is not present within 15 minutes after the time
appointed for the commencement of the meeting, then the Directors present may elect one of their
number to be chairperson of the meeting.
5
VOTING
5.1 Voting on resolutions
Each Director has one vote. A resolution of the Board is passed if it is agreed to by all Directors
present without dissent or if a majority of the votes cast on it are in favour of it. A Director must not

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KMD BRANDS LIMITED W kmdbrands.com 32


vote where that Director is not permitted to vote by the Listing Rules or this constitution. A Director
present at a meeting of the Board may abstain from voting on a resolution, and any Director who
abstains from voting on a resolution will not be treated as having voted in favour of it for the
purposes of the Act.
5.2
Chairperson does not have a casting vote
The chairperson of the Board does not have a casting vote.
6
MINUTES
6.1 Board must keep minutes of proceedings
The Board must ensure that minutes are kept of all proceedings of meetings of the Board. Minutes
which have been signed correct by the chairperson of the meeting are evidence of the proceedings
at the meeting unless they are shown to be inaccurate.
7
OTHER PROCEEDINGS
7.1 Board may regulate other proceedings
Except as set out in this Schedule, the Board may regulate its own procedure.