KMD Brands Limited – Notice of Annual Meeting

KMD Brands Limited
NZX / ASX
16 October 2025
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 Pension and Market Services, Level 30, PwC Tower, 15 Customs Street West,
Auckland 1010, and online at www.virtualmeeting.co.nz/kmd25 on Wednesday, 19 November 2025 at
10:00am (NZDT) / 8:00am (AEDT).
The following documents are attached:
1.Notice of Annual Meeting
2.Proxy Form
3.MUFG Pension and Market Services Virtual Annual Meeting online guide
–ENDS –
For further information, please contact:
Frances Blundell
Company Secretary

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Notice of
Annual Meeting
2025
Will be held at
MUFG Pension & Market Services,
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
and online at
www.virtualmeeting.co.nz/kmd25
Wednesday, 19 November 2025
at 10:00am (NZDT) / 8:00am (AEDT).

NOTICE IS GIVEN that the Annual Meeting of
KMD Brands Limited (the “Company”) will be held at
MUFG Pension & Market Services, Level 30, PwC Tower,
15 Customs Street West, Auckland 1010, and online at
www.virtualmeeting.co.nz/kmd25 on Wednesday,
19 November 2025 at 10:00am (NZDT) / 8:00am (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 Director
Ordinary Resolution 1.
That Andrea Martens be re-elected as a Director
of the Company.
Auditor Remuneration
Ordinary Resolution 2.
That the Board be authorised to fix the remuneration of
the Company’s auditor for the ensuing year.
The Board unanimously supports resolutions 1 and 2 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
13 October 2025
Notice of Annual Meeting
KMD BRANDS LIMITED (ARBN 139 836 918)
3
KMD Brands Notice of Annual Meeting 20252

Explanatory Statement
RESOLUTION 1: ELECTION OF DIRECTOR
NZX Listing Rule 2.7.1 requires that:
• a Director must not hold office (without re-election)
past the third Annual Meeting following the Director’s
appointment or 3 years, whichever is longer; and
• a Director appointed by the Board must not hold
office (without re-election) past the next Annual
Meeting following the Director’s appointment.
Andrea Martens retires in accordance with NZX Listing
Rule 2.7.1 and offers herself for re-election.
In the Board’s opinion Andrea Martens, would, if
appointed as at the date of this Notice of Meeting, be an
Independent Director of the Company as defined in the
NZX Listing Rules.
The Board unanimously supports the re-election of
Andrea Martens.
Information about the candidate:
ANDREA MARTENS
Appointed: 1 August 2019
Last re-elected: 16 November 2022
Andrea is a strategic and growth-focused leader, with
proven success in building global and local brands –
across B2B and B2C markets – through omni-channel
management, and the development and implementation of
digital and data-driven strategy. Across a 20-year career
as an executive team member, CMO and board member of
significant global brands, Andrea has developed a strong
passion for operational excellence, talent and culture.
Andrea held a series of transformational leadership roles
at Unilever ANZ, where she carried responsibility for a $1.2
billion consumer goods business. During her tenure as
CMO of Jurlique International, she led a major program of
transformation for a $200M product portfolio across 23
global markets, improving brand health and profitability
while also developing Jurlique’s inaugural Global
CSR strategy.
Andrea is currently the CEO of the Australian Association
of Data-driven Marketing and Advertising (ADMA),
where she has repositioned the organisation as a leading
authority on marketing capability, data and regulation.
Under her leadership, ADMA has guided the industry
through a period of significant change — from digital
transformation and shifting customer expectations
to evolving privacy reform and the rise of artificial
intelligence. She established an advisory committee of
Australia’s leading CMOs to guide ADMA, and her deep
expertise and passion for digital, data-driven marketing
and governance is reflected in the thought leadership she
contributes to the Australian marketing industry through
education and high-profile events.
Andrea also serves as a non-executive director of
Kennards Hire Pty Limited, one of Australasia’s largest
family-owned equipment hire businesses with more than
200 branches. In this role she contributes to governance
of digital transformation, customer strategy and ESG
priorities, bringing marketing and customer insights into
long-term growth strategies. She is also a non-executive
director of a premium Australian equine nutrition company
with international operations, where she has supported
brand and digital transformation, guided expansion into
the United States, and strengthened governance and
ESG initiatives.
At KMD Brands, Andrea is Chair of the People and
Remuneration Committee, reflecting her strong
commitment to governance, culture and talent
development. Andrea resides in Sydney.
RESOLUTION 2: AUDITOR REMUNERATION
KPMG is the current auditor of the Company and has
indicated its willingness to continue in office. Pursuant
to section 207T of the Companies Act 1993, 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.
KMD Brands Notice of Annual Meeting 202545

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/
kmd25. 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 10:00am (NZDT)
/ 8.00am (AEDT) on Monday, 17 November 2025. 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 and 2 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 Pension & 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 Pension & Market Services no later than 10:00am
(NZDT) / 8.00am (AEDT) on Monday, 17 November 2025.
You can vote online in advance of the Annual Meeting
at vote.cm.mpms.mufg.com/KMD. Advanced
online votes must be made by 10:00am (NZDT) /
8.00am (AEDT) on Monday, 17 November 2025.
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.cm.mpms.
mufg.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 Pension
& Market Services no later than 10:00am (NZDT) /
8.00am (AEDT) on Monday, 17 November 2025.
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 202567
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 10:00am (NZDT) / 8.00am
(AEDT) on Monday, 17 November 2025 online at vote.
cm.mpms.mufg.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.

KMDBrands.com

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LODGE YOUR PROXY
Online
vote.cm.mpms.mufg.com/KMD
Scan
meetings.nz@cm.mpms.mufg.com
Deliver in person
MUFG Pension & Market
Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Mail
Use the enclosed envelope or
address to:

MUFG Pension & Market
Services
PO Box 91976
Auckland 1142
New Zealand


SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE
ONLINE





General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com



KMD Brands Limited Annual Meeting 2025 Admission Card, Proxy or Postal Voting Form

The KMD Brands Limited (the “Company”) Annual Meeting will be held on Wednesday, 19 November 2025 at 10:00am (NZDT) (8:00am AEDT),
at MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland 1010, and online via the MUFG Pension &
Market Services Virtual Meeting platform at www.virtualmeeting.co.nz/kmd25. 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 Pension & Market Services no later than 10:00am (NZDT) or 8:00am (AEDT) on Monday, 17 November 2025 (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.cm.mpms.mufg.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 Pension & Market Services,
Level 30, PwC Tower, 15 Customs Street West, Auckland, and online at www.virtualmeeting.co.nz/kmd25 at 10:00am (NZDT) or 8:00am
AEDT) on Wednesday, 19 November 2025 and at any adjournment of that meeting.

STEP 2: VOTING DIRECTIONS

Tick () in box to vote
ORDINARY RESOLUTIONS For Against Proxy Abstain
Discretion

Resolution 1. That Andrea Martens be re-elected as a Director of the
Company.

Resolution 2. That the Board be authorised to fix the remuneration of the
Company’s auditor for the ensuing year.








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.cm.mpms.mufg.com/KMD and completing the online validation process or complete the question section below and return to
MUFG Pension & Market Services. Questions will need to be submitted by 10:00am (NZDT) or 8:00am (AEDT) Monday, 17 November
2025.












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

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
Make sure your browser will work
by going to whatismybrowser.com
Supported browsers are:
• Chrome Version 44 and later
• Edge Version 92.0 and later
• Firefox Version 40.0.2 and later
• Safari MacOS 10.9 and later
Check your browser

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
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

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
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

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
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