KMD Brands Limited – Notice of Annual Meeting

KMD BRANDS LIMITED W kmdbrands.com

KMD Brands Limited
NZX / ASX

21 October 2024

KMD Brands Limited - Notice of Annual Meeting
KMD Brands Limited (ASX/NZX: KMD, “KMD Brands”) advises its Annual Shareholders’ Meeting will
be held at MUFG Corporate Markets (formerly Link Market Services), Level 30, PwC Tower, 15
Customs Street West, Auckland 1010, and online at www.virtualmeeting.co.nz/kmd24, on Tuesday,
19 November 2024 at 2:00pm (NZDT) / 12:00pm (AEDT).
The following documents are attached:
1. Notice of Annual Meeting
2. Proxy Form
3. MUFG Corporate Markets Virtual Annual Meeting online guide

– ENDS –
For further information, please contact:
Frances Blundell
Company Secretary

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Notice of Annual Meeting
2024
Will be held at
MUFG Corporate Markets (formerly Link
Market Services), Level 30, PwC Tower,
15 Customs Street West, Auckland 1010
and online at
www.virtualmeeting.co.nz/kmd24
Tuesday, 19 November 2024 at 2:00pm
(NZDT) (12:00pm AEDT)

NOTICE IS GIVEN that the fifteenth Annual Meeting
of KMD Brands Limited (the “Company”) will be held at
MUFG Corporate Markets (formerly Link Market Services),
Level 30, PwC Tower, 15 Customs Street West, Auckland
1010, and online at www.virtualmeeting.co.nz/kmd24
on Tuesday, 19 November 2024 at 2:00pm (NZDT)
(12:00pm AEDT).
In the event that we are prevented 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: CHAIRPERSON’S ADDRESS
ITEM 2: GROUP CEO’S ADDRESS
ITEM 3: RESOLUTIONS
To consider and, if thought fit, to pass the following
ordinary resolutions:
Re-election of Directors
Ordinary Resolution 1.
That David Kirk be re-elected as a Director of
the Company.
Ordinary Resolution 2.
That Abby Foote be re-elected as a Director of
the Company.
Ordinary Resolution 3.
That Michael Daly be re-elected as a Director of
the Company.
Auditor Remuneration
Ordinary Resolution 4.
That the Board be authorised to fix the remuneration
of the Company’s auditor for the ensuing year.
The Board unanimously supports resolutions 1 to 4 and
recommends that shareholders vote in favour of them at
the Annual Meeting.
See the Explanatory Statement below for further details
relating to the resolutions.
ITEM 4: OTHER BUSINESS
To consider any other business, including shareholder
questions, properly brought before the Annual Meeting.
BY ORDER OF THE BOARD
Frances Blundell
Company Secretary 4 October 2024
Notice of Annual Meeting
KMD BRANDS LIMITED (ARBN 139 836 918)
3

Explanatory Statement
RESOLUTIONS 1, 2 AND 3:
RE-ELECTION OF DIRECTORS
NZX Listing Rule 2.7.1 requires that:
• a Director must not hold office (without re-election)
past the third Annual Meeting following the Director’s
appointment or 3 years, whichever is longer; and
• a Director appointed by the Board must not hold
office (without re-election) past the next Annual
Meeting following the Director’s appointment.
David Kirk, Abby Foote and Michael Daly retire in
accordance with NZX Listing Rule 2.7.1 and offer
themselves for re-election by shareholders at the
Annual Meeting.
In the Board’s opinion:
• each of David Kirk and Abby Foote, would, if
appointed as at the date of this Notice of Meeting,
be an Independent Director of the Company
as defined in the NZX Listing Rules; and
• Michael Daly, would not, if appointed as at the date of
this Notice of Meeting, be an Independent Director
of the Company as defined in the NZX Listing Rules.
The Board unanimously supports the re-election of
David Kirk and Abby Foote as independent Directors
of the Company.
The Board also unanimously supports the re-election
of Michael Daly as a Director of the Company until his
employment with the Company ends, to enable an orderly
transition to the new Group CEO.
Information about the candidates:
DAVID KIRK
Appointed: 21 November 2013
Last re-elected: 23 November 2021
Co-founder and Chair of ASX-listed growth-stage
technology investment company, Bailador Technology
Investments (ASX:BTI), David has been a growth stage
investor in technology businesses since 1999 and was an
IPO investor in Xero. David is Chair of private company
Forsyth Barr Limited, the leading New Zealand-based
provider of wealth management, broking and investment
banking services.
David sits on the boards of several Bailador portfolio
companies and is also Chair of charitable organisations
KiwiHarvest, New Zealand Food Network and the New
Zealand Rugby Players Association. He recently retired as
Chair of Sydney Festival.
As the former CEO of Fairfax Media, David led Fairfax’s
acquisition of Trade Me and Stayz and was Chair of Trade
Me during its time as a public company.
Prior to joining the corporate world, David enjoyed a highly
successful rugby career. He captained the All Blacks to
win the Rugby World Cup in 1987 and was awarded an
MBE in 1988. Earlier in his career, he was a consultant at
McKinsey & Company in London and has served as chief
policy advisor to the New Zealand Prime Minister.
David is a Rhodes Scholar with degrees in Medicine from
Otago University and Philosophy, Politics and Economics
from Oxford University.
ABBY FOOTE
Appointed: 15 October 2021
Last re-elected: 23 November 2021
A professional director with more than 15 years’
governance experience, including with publicly-listed
and Crown companies, Abby holds qualifications in both
law and accounting. Abby’s career has covered both
disciplines focused on strategy, corporate finance, treasury
and commercial transactions. Abby has broad governance
experience across a wide range of areas including
strategic development and implementation, governance
of significant transactions, stakeholder engagement,
audit and risk, health and safety, and ESG governance.
KMD Brands Notice of Annual Meeting 20244

Abby also serves on the board of Freightways Group
Limited. Her previous governance roles include
Christchurch City Holdings Limited (CCHL), the wholly
owned investment arm of Christchurch City Council;
TVNZ; Museum of New Zealand Te Papa Tongarewa;
Transpower New Zealand; Livestock Improvement
Corporation; the New Zealand Local Government
Funding Agency; Sanford and Z Energy.
Abby chairs the KMD Brands Audit and Risk Committee.
MICHAEL DALY
Appointed: 19 May 2021
Last re-elected: 23 November 2021
Joining Rip Curl in 2002, Michael fulfilled the roles of Chief
Financial Officer and then Chief Operating Officer before
his appointment as Chief Executive Officer of Rip Curl in
January 2013.
After leading Rip Curl for over eight years, he was
appointed Group CEO of KMD Brands in 2021. As Group
CEO, Michael offers vision and strategic guidance that
make Kathmandu, Oboz and Rip Curl much more than
the sum of their parts.
Michael led the Group to become one of the first
multinational companies in Australia and New Zealand to
have all its brands individually certified B Corp.
Based at KMD Brands’ head office in South Melbourne,
Victoria, Michael also spent more than two years in the
United States with Rip Curl.
Prior to joining Rip Curl, Michael spent a decade with
PricewaterhouseCoopers across Australia and the USA.
Michael is a strategic, inclusive and well-respected leader.
As announced on 2 October 2024, Michael has given
notice of his resignation as CEO and Director of the
Company. Michael seeks re-election to remain on the
Board until the incoming CEO commences in the role.
Michael's term as a Director of KMD Brands will end on the
date his employment with the Company ends.
RESOLUTION 4: 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, KPMG is
automatically reappointed at the Annual Meeting as
auditor of the Company. The proposed resolution is to
authorise the Board to fix the auditor’s remuneration for
the ensuing year for the purpose of section 207S of the
Companies Act 1993.
5

AT T E N DA N C E
Shareholders can attend the Annual Meeting in person or
participate virtually online.
To attend online please go to www.virtualmeeting.co.nz/
kmd24. Shareholders participating online will be able to
watch the Annual Meeting, vote and ask questions during
the Annual 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 Annual Meeting will be fixed as at 2:00pm (NZDT)
(12.00pm AEDT) on Sunday, 17 November 2024. Only
persons recorded as shareholders in the Company’s share
register at that time will be able to vote at this Annual
Meeting and only on their shareholdings at that time.
VOTING
Voting on all resolutions put before the Annual Meeting
will be by poll.
Resolutions 1, 2, 3 and 4 are ordinary resolutions and can
be passed by a simple majority (more than 50%) of the
votes cast.
Your right 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 Annual 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 Annual Meeting may cast a postal
vote or vote online in advance of the Annual Meeting.
MUFG Corporate Markets (formerly Link Market Services)
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
MUFG Corporate Markets (formerly Link Market Services)
no later than 2:00pm (NZDT) (12.00pm AEDT) on Sunday,
17 November 2024.
You can vote online in advance of the Annual Meeting at
vote.linkmarketservices.com/KMD. Advanced online
votes must be made by 2:00pm (NZDT) (12.00pm AEDT)
on Sunday, 17 November 2024.
Voting by proxy
Any shareholder entitled to vote at the Annual Meeting
may appoint a proxy (or representative, in the case of a
corporate shareholder) to attend and vote online at the
Annual 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 MUFG
Corporate Markets (formerly Link Market Services) no
later than 2:00pm (NZDT) (12.00pm AEDT) on Sunday,
17 November 2024.
A proxy does not have to be a shareholder. You may
appoint the Chair of the Annual Meeting or any Director
as your proxy. The Chair of the Annual Meeting and
each Director will vote for resolutions marked “Proxy’s
Discretion”, even if they have an interest in the outcome
of the resolutions. If you’ve ticked the “Proxy’s Discretion”
box and your named proxy does not attend the Annual
Meeting or you have not named a proxy, the Chair of the
Annual Meeting will act as your proxy.
Procedural Notes
KMD Brands Notice of Annual Meeting 20246

QUESTIONS BY SHAREHOLDERS
IN ADVANCE
In addition to asking questions at the Annual Meeting,
shareholders are invited to submit questions in advance
of the Annual Meeting by no later 2:00pm (NZDT)
(12.00pm AEDT) on Sunday, 17 November 2024 online at
vote.linkmarketservices.com/KMD or via the question
section on the Voting/Proxy Form, or to:
The Chairperson
KMD Brands Limited
C/- Company Secretary
PO Box 1234
Christchurch 8140
New Zealand
Email: companysecretary@kmdbrands.com
Questions can also be asked live via the online platform
during the Annual Meeting. The Chairperson will answer
as many questions as possible during the Annual Meeting.
WEBCAST RECORDING AND SLIDE
PRESENTATION
Please note that for shareholders who are unable to
attend the Annual Meeting, a webcast recording of
the Annual Meeting (and any accompanying slide
presentations) will be posted on the Company’s website
at www.kmdbrands.com following the Annual Meeting.
7
This document is printed on environmentally responsible paper, produced using
Elemental Chlorine free (ECF), mixed source pulp from responsible renewable
forests and manufactured under the strict ISO14001.

KMDBrands.com

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LODGE YOUR PROXY
Online
vote.linkmarketservices.com/KMD
Scan
meetings@linkmarketservices.com
Deliver in person
MUFG Corporate Markets,
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Mail
Use the enclosed envelope or
address to:

MUFG Corporate Markets
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 2024 Admission Card, Proxy or Postal Voting Form


The KMD Brands Limited (the “Company”) Annual Meeting will be held on Tuesday, 19 November 2024 at 2:00pm (NZDT) (12:00pm AEDT),
at MUFG Corporate Markets, Level 30, PwC Tower, 15 Customs Street West, Auckland 1010, and online via the MUFG Corporate Markets
(formerly Link Market Services) Virtual Meeting platform at www.virtualmeeting.co.nz/kmd24. If you will be attending online, you will require
your Holder Number for verification purposes.

In the event that we are prevented 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 MUFG Corporate Markets (formerly Link Market Services) no later than 2:00pm (NZDT) or 12:00pm (AEDT) on Sunday, 17
November 2024 (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.

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 MUFG Corporate Markets, Level 30,
PwC Tower, 15 Customs Street West, Auckland, and online at www.virtualmeeting.co.nz/kmd24 at 2:00pm (NZDT) or 12:00pm AEDT) on
Tuesday, 19 November 2024 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 David Kirk be re-elected as a Director of the Company.


Resolution 2.
That Abby Foote be re-elected as a Director of the Company.


Resolution 3.
That Michael Daly be re-elected as a Director of the Company.


Resolution 4.
That the Board be authorised to fix the remuneration of the
Company’s auditor for the ensuing year
.








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
MUFG Corporate Markets (formerly Link Market Services). Questions will need to be submitted by 2:00pm (NZDT) or 12:00pm (AEDT)
Sunday, 17 November 2024.






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:

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Virtual
Meeting
Guide
MUFG Corporate Markets
A division of MUFG Pension & Market Services

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MUFG Corporate Markets
A division of MUFG Pension & Market Services
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MUFG Corporate Markets
A division of MUFG Pension & Market Services
You will need one of the
following to vote
If you’re an investor, you can find your
CSN/Holder Number on most investor
communications from us.
If you’re a proxy, your proxy number will be
sent to your email address one to two days
before the meeting.
Get ready to vote
A
Your CSN/
Holder Number
if you are an
investor
B
Your proxy
number if you
are an appointed
proxy
OR

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Open your browser and go to
www.virtualmeeting.co.nz
Choose the meeting you want to watch from
the list and click the View Meeting button.
Register using your full name, mobile number,
email address, and participant type.
Read and accept the terms and conditions
before clicking on the Register and Watch
Meeting button.
Register for the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
The webcast will start by itself
when the meeting begins
If the webcast doesn’t start, press the play
button and check the volume on your device
is turned up. The meeting slides will be cycled
through while the webcast plays.
At the bottom are buttons for Get a Voting
Card, Ask a Question and a list of documents
available for download.
Watch the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Register to vote by clicking on
the Get a Voting Card button
If you’re an investor, you will need to enter
your CSN/Holder Number.
If you’re an appointed proxy, you will need to
enter the proxy number in the Proxy Details
section, then click the Submit Details and
Vote button.
Get a voting card

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Once you have your voting card,
tell us how you want to vote
You may need to use the scroll bar on the right
side of the voting card to see all resolutions.
Choose either Full Vote or Partial Vote using
the tabs. Click on either the For, Against, or
Abstain voting buttons. For a Partial Vote,
enter a number of votes—the total number of
votes you have are shown.
Enter your vote

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MUFG Corporate Markets
A division of MUFG Pension & Market Services
Make sure you submit your vote
before the countdown timer
ends
Once you have finished voting, scroll down
to the bottom of the box and click on the
Submit Vote or Submit Partial Vote button.
You can close your voting card without
submitting your vote while voting is open.
Any votes you have already made are saved.
The voting card will be under the webcast
with a Not yet submitted message below.
You can edit your votes while voting is open
by clicking on Edit Card. This will re-open the
voting card with any previous votes made.
At the end of the meeting, a red bar with a
five-minute countdown timer will appear at
the top of the website advising the remaining
time to submit your voting cards. Once voting
has been closed, your vote can’t be changed.
Submit your vote

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MUFG Corporate Markets
A division of MUFG Pension & Market Services
Only investors, proxies and
corporate representatives can
ask questions
If you have not registered a voting card,
you will be asked to enter your CSN/Holder
Number or proxy number before you can ask
a question.
Click on the Ask a Question button either at
the top or bottom of the page.
Ask a question

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Select the category or resolution
for your question
Type your question in the Question box, and click
on the Submit Question button.
After submitting, click the View Questions button
to see your questions (only visible to you).
If your question has been answered and you want
to reply, submit another question.
Submit a question/reply

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Title
Description
Body
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services