KMD Brands Limited/Announcement
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1H FY2026 Interim Results and Equity Raising

Full Year Results30 March 2026KMDConsumer Discretionary

KMD BRANDS LIMITED W kmdbrands.com
Not for distribution or release in the United States


Tuesday 31 March 2026

(All amounts in NZ$ unless otherwise stated)


Next Level transformation delivers strong H1 for KMD Brands


KMD Brands Limited (NZX/ASX: KMD, “KMD” or the “Group”) today announces its results for the

six months ended 31 January 2026 (“1H FY26”), and details relating to the Group’s approximately

$65.3 million fully underwritten equity raising and refinancing of its debt facilities.


1H FY26 financial summary (vs 1H FY25):


• Group sales up +7.3% to $505.4 million.

• Gross margin

3

down -1.2% of sales to 56.8%.

• Underlying operating expenses

1,3

up +2.4% to $275.6 million.

• Underlying EBITDA

1

$11.5 million, up +196.6% year-on-year (“YOY”).

• Statutory NPAT loss -$13.1 million. Underlying NPAT

1

loss -$11.5 million.

• Net Working Capital $179.2 million, -$13.4 million lower YOY.

• Net Debt $94.0 million, impacted by the weakening of the NZ dollar year-on-year.

• No interim dividend declared as a result of 1H FY26 operating performance.


Group financial performance


Statutory Underlying

1


NZ$ million

2

1H FY26 1H FY26 1H FY25 Var %

Sales 505.4 505.4 470.9 7.3%

Gross Profit

3

287.1 287.1 273.0 5.2%

Gross Margin

3

56.8% 56.8% 58.0%

Operating Expenses

3

(223.8) (275.6) (269.1) 2.4%

EBITDA 63.3 11.5 3.9 196.6%

EBIT (1.7) (6.4) (13.3) 52.1%

NPAT (13.1) (11.5) (16.1) 28.4%


Kathmandu has led the Group sales momentum in the first half, with total Group sales growth +7.3%

YOY. The sales result is underpinned by solid growth in both the direct-to-consumer (“DTC”) and

wholesale channels.



1

Excluding the impact of IFRS 16, restructuring, software as a service accounting, the notional amortisation of customer relationships,

impairment and onerous contracts.

2

1H FY26 NZD/AUD conversion rate 0.881 (1H FY25 0.909), 1H FY26 NZD/USD conversion rate 0.581 (1H FY25 0.595).

3

Prior period restatement: following an accounting system change at the Group’s wetsuit manufacturer, $2.5m of 1H FY25 production

labour and overhead costs have now been mapped to cost of sales. There was no impact on the Group’s 1H FY25 EBITDA or net profit.

KMD BRANDS LIMITED W kmdbrands.com
Gross margin decreased by -1.2% of sales below last year to 56.8%. In a promotional marketplace,

the brands balanced sales growth with gross margin achievement, while optimising inventory

composition and selling through aged inventory.


Underlying operating expenses were lower than last year on a constant currency basis, with a Next

Level cost reset helping to offset strategic growth investments and continued global cost pressure.


Rip Curl


Rip Curl Underlying

1


NZ$ million 1H FY26 1H FY25 Var %

Sales 291.4 278.5 4.6%

EBITDA 20.5 23.6 (13.0%)

EBIT 10.5 16.1 (34.3%)


Rip Curl total sales increased by +4.6% to $291.4 million, helped by the YOY movement in FX rates

used to convert global sales to NZD reporting currency. On a constant currency basis, Rip Curl total

sales were +0.3% above the first half of last year.


Wholesale sales increased by +9.8% YOY, supported by strong demand in Europe and North

America.


DTC total sales (including online) increased by +1.9%, with strong sales for North America offsetting a

challenging market during the southern hemisphere peak summer period. Online sales increased by

+6.7% to $22.5 million, comprising 12.0% of DTC sales.


DTC same store sales (comprising owned retail stores and online)

4

increased +1.5% YOY.


Gross margin decreased by -1.2% of sales, impacted by wholesale channel mix and elevated

promotional activity. Underlying operating expenses were in line with last year on a constant currency

basis, with a strategic cost reset helping to offset strategic growth investments and continued global

cost pressures.


Kathmandu


Kathmandu Underlying

1


NZ$ million 1H FY26 1H FY25 Var %

Sales 176.1 156.8 12.3%

EBITDA (2.4) (12.8) 81.6%

EBIT (10.2) (22.0) 53.9%


Kathmandu total sales increased by +12.3% to $176.1 million, despite a net reduction of four stores

YOY. Kathmandu showed strong sales momentum throughout the first half, and improved from +2.5%

YOY in the fourth quarter of last year.


Strong sales results were achieved in both Australia

5

(+10.2% YOY) and New Zealand (+8.9% YOY).



4

Same store sales are for the 27 full weeks ended 1 February 2026 and are measured at constant exchange rates.

5

At constant exchange rates.

KMD BRANDS LIMITED W kmdbrands.com
Sales growth continued through the second quarter, with the key Black Friday and Christmas trading

periods cycling a good result last year.


Online sales were in line with last year (cycling strong growth) at $20.6 million, comprising 11.8% of

DTC sales.


Same store sales (including online)

4

increased by +12.8% YOY.


Gross margin decreased by -1.5% of sales, with a focus on selling through aged inventory in the first

quarter, and maintaining competitive promotional intensity through the second quarter. Total inventory

ended 1H FY26 $9.8 million lower than last year ($13.5 million lower at constant currency).

Underlying operating expenses reduced YOY, improving operating leverage following a strategic cost

reset and ongoing cost discipline.


Oboz


Oboz Underlying

1


NZ$ million 1H FY26 1H FY25 Var %

Sales 38.0 35.6 6.5%

EBITDA (1.1) (2.2) 52.5%

EBIT (1.1) (2.6) 59.5%


Total sales increased by +6.5% YOY to $38.0 million.


Online sales increased by +0.9%, impacted by lower closeout inventory levels YOY. In the second

half, the website will move onto the group online trading platform. Digital marketing continues to be

refined with new agency partners through an updated digital funnel strategy and fresh creative.


Wholesale sales increased by +7.5% with strong in-season buying from key accounts.


Gross margin remained stable, improving +0.2% of sales despite tariff impacts, supported by lower

closeout activity YOY.


Underlying operating expenses were tightly controlled and lower than last year.


Balance sheet


Net working capital remains a key focus for the Group, ending the first half -$13.4 million lower than

31 January 2025. The Group inventory balance reduced for the third successive year, decreasing by -

$29.6 million YOY, with a continued focus by all brands to optimise mix and sell through aged

inventory.


At 31 January 2026 the Group had a net debt position of $94.0 million, impacted by $5.6 million with

the weakening of the NZ dollar year-on-year. The Group complies with all amended bank covenants

at 31 January 2026.


Refinance


On 30 January 2026 the Group extended its existing debt facility term and adjusted the fixed charge

cover ratio for the July 2026 and January 2027 measurement periods.

KMD BRANDS LIMITED W kmdbrands.com
The Group also reduced its total syndicated bank facilities by $49 million to approximately $283

million, consisting of an A$207 million and NZ$43 million multi-currency revolving facility.


As part of a longer-term refinance plan, the Group has now secured a refinanced debt facility,

provided by a majority of our existing banking syndicate for a new multi-year bank debt facility with an

approximately NZ$205 million

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capacity. The refinanced facility provides KMD with a stable, long-term

capital structure that, in combination with the proceeds from the equity raising, is expected to provide

sufficient liquidity to execute on the Next Level transformation and fund working capital requirements.

The new facility term of up to 2.5 years provides the Group with funding stability through to 1 October

2028, removing near-term refinancing pressures and allowing management to remain focused on

strategic execution and delivery of shareholder value.


The refinanced facility structure includes fixed charge cover ratio and leverage covenant

arrangements for the Group over the term of the facility. The facility provides KMD with operational

flexibility as it continues to execute its strategy and further reduce leverage over the longer-term to a

ratio of <0.5x Net Debt / EBITDA.


In connection with the refinance, KMD is undertaking an equity raise, as described in more detail

below.


Trading update


Direct-to-consumer same store sales (including online) for the first six full weeks of the second half

from Monday 2 February to Sunday 15 March 2026

7

in a seasonally non-significant trading period:

• Kathmandu +11.1% YOY, combined with gross margin improvement YOY of c. +50 basis points

(+0.5% of sales).

• Rip Curl +1.2% YOY.


Outlook


Given early momentum in its Next Level turnaround strategy and despite a challenging global

consumer operating environment, the Group remains focused on delivering continued performance

improvement compared to prior year.


Kathmandu continued its recent sales momentum in the first 6 weeks of 2H FY26, with the key

Autumn and Winter trading periods still to come. Kathmandu are also on track to achieve gross

margin expansion YOY in 2H FY26, with consumers responding positively to improved product flow

and assortment.


Rip Curl and Oboz wholesale order books for 2H FY26 are in line with last year, with the Europe and

North America summer season to come. Gross margin expansion is anticipated YOY in 2H FY26,

reflecting actions taken to offset the US tariffs, and cycling specific clearance of inventory in the

second half of last year.


Group underlying operating expenses

1

as a % of sales are forecasted to improve YOY, showing

progress towards mid-term targets. Underlying operating expenses

1

for the full year are planned to be

broadly flat YOY on a constant currency basis (before any FY26 management incentives). The year-

on-year impact of global currency fluctuation is expected to have a significant impact on underlying


6

Based on NZD / AUD exchange rate published by RBNZ as at 24 March 2026 and net offer proceeds of $62m. A$8.5m of the facility will

be unavailable until key covenant milestones met.

7

Sales and gross profit results for the six full trading weeks from Monday 2 February to Sunday 15 March 2026 are sourced from BI reports

and measured at constant currency YOY.

KMD BRANDS LIMITED W kmdbrands.com
operating expenses (1H FY26 half-year impact $9.1 million as shown in the appendices of the full

Investor Presentation accompanying this announcement). The Group remains on track to achieve its

Next Level strategic cost reset savings, helping to offset cost inflation, and deliver moderated re-

investment to drive Next Level strategic growth opportunities.


KMD Brands expects to deliver further EBITDA margin expansion in FY26.


The Group continues to focus on the optimisation of its store network as part of the Next Level

integrated marketplace strategy. Capital expenditure for FY26 is targeted to be at the lower end of the

guided range (approximately $25 million).


KMD Brands continues to target a leverage ratio of <0.5x Net Debt / EBITDA by end of FY27.


Brent Scrimshaw, Group CEO and Managing Director, KMD Brands, said:


“Since launching our Next Level strategy, we have accelerated the pace and quality of execution and

returned each of our brands to growth in a short timeframe. Strong early progress has been made

against our key initiatives, giving us further conviction in our potential.”


“We’re particularly encouraged by the improved performance of Kathmandu, which has delivered

double-digit same store sales growth for the first time in over two years. It’s also pleasing to see

consumers responding positively to our accelerated product freshness, flow and assortment, along

with a renewed focus on innovation.”


“While Rip Curl has navigated more volatile global trading conditions, we remain confident that the

brand’s repositioning will drive long-term growth and youthful energy, connected to the next

generation of core surf and beach consumers.”


David Kirk, Chairman, KMD Brands, said:


“Over the last 6 months, the refreshed KMD Brands leadership team has delivered against the clear

objectives laid out in the Next Level strategy, including driving an inflection in growth at each of our

core brands and overdelivering on cost savings targets.”


“After securing a short-term extension to our debt facilities in January 2026, it was important for our

continued execution to strengthen our balance sheet, accelerate our path to our leverage target, and

secure a longer-term debt facility to support our ongoing transformation.”


“With the balance sheet now strengthened through the debt refinancing and the launch of the equity

raise, KMD Brands is well positioned to continue executing its Next Level strategy. Having worked

closely with the Board and management through this critical phase, and been on the Board for 13

years, I believe this is the right time to signal my intention to step down as Chairman in the coming

months. The Board has commenced an orderly succession process.”


Equity raising details


KMD today announces an approximately $65.3 million fully underwritten equity raising (“Offer”),

comprising:

• a fully underwritten placement (“Placement”) of new fully paid ordinary shares (“New Shares”)

to eligible institutional shareholders and new institutional investors to raise approximately $6.8

million; and

KMD BRANDS LIMITED W kmdbrands.com
• a fully underwritten 1 for 0.73 pro-rata accelerated renounceable entitlement offer (“Entitlement

Offer”) of New Shares to eligible shareholders to raise approximately $58.5 million.


The Offer will be conducted at an offer price of NZ$0.06 per share (“Offer Price”), representing a:

• 47.1% discount to the theoretical ex-rights price (“TERP”)

8

of NZ$0.113; and

• 69.2% discount to KMD’s last traded price of NZ$0.195 on NZX on Wednesday, 25 March 2026.


Approximately 1,087.8 million New Shares are to be issued under the Offer, representing

approximately 152.8% of the existing shares on issue.


New Shares issued under the Offer will rank equally with existing fully paid ordinary shares from their

time of issue.


Goldman Sachs New Zealand Limited is acting as Arranger, and Goldman Sachs New Zealand

Limited and Forsyth Barr Limited are acting as Joint Lead Managers for the Offer. The Offer is fully

underwritten by Goldman Sachs New Zealand Limited and Forsyth Barr Group Limited.


Placement details


KMD is undertaking a fully underwritten Placement of New Shares to eligible institutional shareholders

and new institutional investors to raise approximately $6.8 million. The Placement will be conducted

concurrently with the Institutional Entitlement Offer (as described below).


Entitlement Offer details


KMD will invite eligible shareholders to subscribe for 1 New Share for every 0.73 existing KMD shares

held as at 7:00pm NZDT (5:00pm AEDT) on Wednesday, 1 April 2026 (“Record Date”). Eligible

shareholders can choose to take up all, part or none of their entitlement to New Shares. New Shares

not taken up by Eligible Shareholders (or attributable to ineligible shareholders) will be offered for sale

through Bookbuilds run by the Joint Lead Managers.


Institutional Entitlement Offer

Eligible institutional shareholders will be invited to participate in the accelerated institutional

component of the Entitlement Offer (“Institutional Entitlement Offer”), which is being conducted

today (Tuesday, 31 March 2026) and closes on Wednesday, 1 April 2026

9

, along with the Placement.

Under the Institutional Entitlement Offer, eligible institutional shareholders can choose to take up all,

part or none of their entitlement to New Shares.


Institutional entitlements that are not taken up, together with the entitlements of ineligible institutional

shareholders, will be offered for sale under an institutional shortfall bookbuild (“Institutional Shortfall

Bookbuild”) on Wednesday, 1 April 2026, with any premium above the Offer Price (net of any

applicable withholding taxes) paid to the relevant shareholders.


Retail Entitlement Offer


8

TERP is the theoretical price at which KMD shares trade immediately after the ex-date for the Offer. TERP is a theoretical calculation only

and the actual price at which KMD shares trade on NZX immediately after the ex-date for the Offer will depend on many factors and may not

be equal to TERP. TERP is calculated by reference to the last traded price of the KMD share price as traded on NZX on Wednesday, 25

March 2026 being the last trading day prior to the announcement of the Offer and includes all New Shares issued under the Placement and

Entitlement Offer.

9

The Placement and Institutional Entitlement Offer for Australian, New Zealand and certain investors in Asia-Pacific region closes on

Tuesday, 31 March 2026. For all other regions, the Placement and Institutional Entitlement Offer closes on Wednesday, 1 April 2026.

KMD BRANDS LIMITED W kmdbrands.com
The retail component of the Entitlement Offer (“Retail Entitlement Offer”) will be open from

Tuesday, 7 April 2026 to 5:00pm NZST (3:00pm AEST) on Thursday, 16 April 2026, to eligible retail

shareholders with an address recorded on KMD’s share register in New Zealand or Australia at the

Record Date. The entitlements will not be quoted on NZX or ASX.


Under the Retail Entitlement Offer, eligible retail shareholders may:


• elect to take-up all, part or none of their entitlement before the Retail Entitlement Offer closes at

5:00pm NZST (3:00pm AEST) on Thursday, 16 April 2026; or

• elect to take-up their entitlement in full and also apply for additional New Shares. Any application

for New Shares above their pro-rata entitlement will be included in the retail shortfall bookbuild

(“Retail Shortfall Bookbuild”) and made at the retail shortfall bookbuild clearing price; or

• do nothing in which case their entitlements will be offered for sale under the Retail Shortfall

Bookbuild.


Retail entitlements not taken up, along with entitlements of ineligible retail shareholders, will be

offered for sale under the Retail Shortfall Bookbuild to be conducted on or about Tuesday, 21 April

2026, with any premium above the Offer Price (net of any applicable withholding tax) paid to the

relevant shareholders.


Further details about the Retail Entitlement Offer are set out in the Offer Document.

Shareholders entitled to participate in the Retail Entitlement Offer should visit kmd.rightsoffer.co.nz

and apply online by 5:00pm NZST (3:00pm AEST) on Thursday, 16 April 2026.


Further information on the Offer is detailed below and is to be read in conjunction with the Offer

Document and the Investor Presentation which are available to eligible shareholders via the offer

website at kmd.rightsoffer.co.nz.


Investor briefing being held today at 8:30am AEDT / 10:30am NZDT


Brent Scrimshaw (Group CEO), and Carla Webb-Sear (Group CFO) will be holding a briefing session

for investors and analysts at 8:30am AEDT / 10:30am NZDT today (Tuesday, 31 March 2026).

Please attend the meeting by following this link: www.virtualmeeting.co.nz/kmd1hfy26.


You may also dial one of the numbers below and provide the conference ID 1914594 to the operator

to listen to the meeting.


• Australia - Toll (Sydney) +61 2 8088 0946

• Australia - Toll Free +61 1800 571 226

• New Zealand - Toll Free +64800450012

• New Zealand - Auckland +64 9 887 4636

• USA & Canada - Toll-Free (800) 715-9871

• United Kingdom - Toll-Free +44 800 260 6466

• France - Toll-Free +33 801 238862

• Norway - National +47 57 98 94 30

• Spain - Toll-Free +34 800 906909


The webcast will be available on the KMD Brands investor website following the call.

KMD BRANDS LIMITED W kmdbrands.com
This announcement has been authorised for release to NZX / ASX by Frances Blundell, Chief Legal &

ESG Officer and Company Secretary.


- ENDS -



For further information, whether an investor or media enquiry, please contact:

Frances Blundell, Chief Legal & ESG Officer and Company Secretary

companysecretary@kmdbrands.com


Appendix: Key offer dates

10



General

Announcement of Offer

Voluntary suspension continued on NZX and ASX

Tuesday, 31 March 2026

Record date for the Offer 7:00pm NZDT (5:00pm AEDT) Wednesday, 1 April

2026

Placement and Institutional Entitlement Offer

Placement and Institutional Entitlement Offer opens Tuesday, 31 March 2026

Placement and Institutional Entitlement Offer closes

11

Wednesday, 1 April 2026

Institutional Shortfall Bookbuild Wednesday, 1 April 2026

Trading recommences

KMD shares will commence trading on NZX and ASX

on an ex-entitlement basis

Thursday, 2 April 2026

ASX Settlement of New Shares under the Placement

and Institutional Entitlement Offer

Friday, 10 April 2026

ASX Allotment of New Shares under the Placement

and Institutional Entitlement Offer

Monday, 13 April 2026

NZX Settlement and Allotment of New Shares under

the Placement and Institutional Entitlement Offer

Monday, 13 April 2026

Commencement of trading of New Shares issued

under the Placement and Institutional Entitlement

Offer on NZX and ASX

Monday, 13 April 2026


10

The timetable presented is indicative only and subject to change without notice (subject to applicable laws and the NZX Listing Rules and

ASX Listing Rules). All dates and times refer to New Zealand Time (unless stated otherwise). KMD reserves the right to withdraw the Offer

at any time prior to the issue of the New Shares at its absolute discretion.

11

The Placement and Institutional Entitlement Offer for Australian, New Zealand and certain investors in the Asia-Pacific region closes on

Tuesday 31 March 2026. For all other regions, the Placement and Institutional Entitlement Offer closes on Wednesday, 1 April 2026.

KMD BRANDS LIMITED W kmdbrands.com
Retail Entitlement Offer

Record date

7:00pm NZDT (5:00pm AEDT) Wednesday, 1 April

2026

A$ Price announcement Thursday, 2 April 2026

Retail Entitlement Offer opens Tuesday, 7 April 2026

Retail Entitlement Offer closes

5:00pm NZST (3:00pm AEST) Thursday, 16 April

2026

Retail Shortfall Bookbuild (for Retail Entitlements not

taken up and Retail Entitlements of ineligible retail

shareholders)

Tuesday, 21 April 2026

ASX Settlement of New Shares under the Retail

Entitlement Offer

Monday, 27 April 2026

NZX Settlement and Allotment of New Shares under

the Retail Entitlement Offer

Tuesday, 28 April 2026

Commencement of trading of New Shares issued

under the Retail Entitlement Offer on NZX

Tuesday, 28 April 2026

Commencement of trading of New Shares issued

under the Retail Entitlement Offer on ASX

Wednesday, 29 April 2026

Despatch of holding statements in respect of New

Shares issued under the Retail Entitlement Offer

By Wednesday, 29 April 2026


Not an offer of securities in the United States

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any

securities in the United States or any other jurisdiction in which such an offer would be unlawful. The

entitlements and New Shares described in this announcement have not been, and will not be,

registered under the U.S. Securities Act of 1933 (“U.S. Securities Act”), or the securities laws of any

state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up or

exercised by, and the New Shares may not be offered or sold, directly or indirectly, in the United

States or to any person acting for the account or benefit of any person in the United States, except in

transactions exempt from, or not subject to, the registration requirements under the U.S. Securities

Act and any other applicable securities laws of any state or other jurisdiction of the United States.

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IMPORTANT NOTICE AND DISCLAIMER

This presentation has been prepared by KMD Brands Limited (KMD) in relation to an offer of new shares in KMD (New Shares) by way of a placement to eligible institutional and other selected investors (Placement) and a 1-for-0.73 pro rata renounceable accelerated entitlement offer to eligible

shareholders (Entitlement Offer, together with the Placement, the Offer).

The Offer is made to eligible shareholders and other investors in New Zealand pursuant to the exclusion in clause 19 of schedule 1 of the New Zealand Financial Markets Conduct Act 2013 (the FMCA).

The Offer is made to eligible shareholders and other investors in Australia in reliance on sections 708AA and 708A of the Australian Corporations Act 2001 (Cth) (Corporations Act), each as notionally modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84 and ASIC

Instrument 19-0895.

Information of a General Nature

This presentation contains summary information about KMD and its activities that is current as of the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may

require in evaluating a possible investment in KMD or that would be required in a product disclosure statement for the purposes of the FMCA or a prospectus or other disclosure document for the purposes of the Corporations Act or the laws of any other jurisdiction. KMD is subject to disclosure

obligations that require it to notify certain material information to NZX Limited (NZX) and ASX Limited (ASX). This presentation should be read in conjunction with KMD’s 1H FY26 Financial Statements, market releases and other periodic and continuous disclosure announcements released to NZX

and ASX, which are available at www.nzx.com and www.asx.com under the ticker code "KMD". No information set out in this presentation will form the basis of any contract.

NZX and ASX

The New Shares will be quoted on the NZX Main Board following completion of the Offer, and an application will be made by KMD for the New Shares to be quoted on the ASX. Neither NZX nor ASX accepts any responsibility for any statement in this presentation. NZX is a licensed market operator,

and the NZX Main Board is a licensed market under the FMCA. ASX operates a financial market licensed under the Corporations Act.

Not Financial Product Advice

This presentation does not constitute legal, financial, tax, accounting, financial product or investment advice, or a recommendation or inducement to acquire KMD's securities (including the New Shares), and has been prepared without taking into account the objectives, financial situation or needs of

individuals. Any investment decision should be made solely on the basis of investors’ own enquiries. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and consult a

financial advice provider, solicitor, accountant or other professional adviser if necessary. KMD is not licensed to provide financial product advice in respect to KMD’s securities.

Investment Risk

An investment in securities in KMD is subject to investment and other known and unknown risks, many of which are difficult to predict and are beyond the control of KMD. Refer to Section 5 "Key Risks" for a non-exhaustive summary of certain key risks associated with KMD and the Offer. Neither

KMD nor any other person named in this presentation guarantees the performance of KMD or any return on any securities of KMD. Cooling off rights do not apply to the acquisition of New Shares.

Not an Offer

This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand or Australian law or any other law (and will not be filed with or approved by any regulatory authority in New Zealand, Australia or any other jurisdiction). This presentation is for

information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.

Any decision to purchase New Shares in the Offer must be made on the basis of all information provided in relation to the Offer, including information to be contained or referred to in the separate offer document made available on NZX and ASX (Offer Document) and KMD's other periodic and

continuous disclosure announcements released to NZX and ASX. Any investor or eligible shareholder who wishes to participate in the Offer should consider the Offer Document, in addition to KMD’s other periodic and continuous disclosure announcements released to NZX and ASX, in deciding to

apply for New Shares under the Offer. Anyone who wishes to apply for New Shares under the Entitlement Offer will need to apply in accordance with the instructions contained in the Offer Document and the application form on the Offer website at kmd.rightsoffer.co.nz or as otherwise communicated

to shareholders. The release, publication or distribution of this presentation (including any electronic copy) outside New Zealand or Australia may be restricted by law. Any recipient of this presentation who is outside New Zealand or Australia must seek advice on and observe any such restrictions.

Refer to Appendix B “Selling Restrictions" of this presentation for information on restrictions on eligibility criteria to participate in the Placement and the institutional component of the Entitlement Offer.

Restrictions On Distribution

This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The Entitlements and New Shares

have not been, and will not be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may not be taken up or exercised by, and the New Shares may not be offered or sold,

directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, except in transactions exempt from, or not subject to, the registration requirements under the U.S. Securities Act and any other applicable securities laws of any state or

other jurisdiction of the United States. The Entitlements and the New Shares to be offered and sold in the retail component of the Entitlement Offer may only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on

Regulation S under the U.S. Securities Act.

The information in this presentation has been prepared on the basis that all offers of New Shares in Australia under the Offer will be made to Australian investors to whom an offer of New Shares for issue may lawfully be made without disclosure under Part 6D.2 of the Corporations Act because of

sections 708A or 708AA of that Corporations Act, each as notionally modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84 and ASIC Instrument 19-0895.

3
IMPORTANT NOTICE AND DISCLAIMER (CONT.)

Disclaimer

To the maximum extent permitted by law, each of KMD, the joint lead managers and underwriters of the Offer and their respective related bodies corporate and affiliates including, in each case, their respective shareholders, directors, officers, employees, agents and advisers, as the case may be

(each, a Specified Person) disclaims and excludes all liability (whether in tort (including negligence) or otherwise) for any direct or indirect loss, expense, damage, cost or other consequence (whether foreseeable or not) suffered by any person as a result of their participation in the Offer or from the

use of or reliance on the information contained in, or omitted from, this presentation, from refraining from acting because of anything contained in or omitted from this presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or by omission and

whether arising under statute, in contract or equity or from any other cause). To the maximum extent permitted by law, no Specified Person makes any representation or warranty, either express or implied, as to the currency, fairness, accuracy, completeness or reliability of the information and

conclusions contained in this presentation, and you agree that you will not bring any proceedings against or hold or purport to hold any Specified Person liable in any respect for this presentation or the information in this presentation and waive any rights you may otherwise have in this respect.

None of the joint lead managers, the underwriters, nor their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers (Advisers) have independently verified or will verify any of the content of this presentation and none of them are under any obligation

to you if they become aware of any change to or inaccuracy in the information in this presentation.

No Adviser has authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them. No

Adviser takes responsibility for any part of this presentation, or the Offer, and makes no recommendations as to whether you or your related parties should participate in the Offer, nor do they make any representations or warranties to you concerning the Offer. You represent, warrant and agree that

you have not relied on any statements made by any Adviser in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them, and agree that you are responsible for making your own independent judgment in relation to any matter arising in connection

with this presentation. No Adviser accepts or shall have any liability to any person in relation to the distribution of this presentation from or in any jurisdiction.

Determination of eligibility of investors for the purposes of the institutional component of the Entitlement Offer and the retail component of the Entitlement Offer is, in each case, determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry

constraints and the discretion of KMD. KMD, the joint lead managers and each other Specified Person disclaim any duty or liability (including for negligence) in respect of the exercise of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law.

If you do not reside in a permitted offer jurisdiction, you will not be able to participate in the Offer. KMD, the joint lead managers and each other Specified Person disclaim any duty or liability (including for negligence) in respect of the determination of your allocation. This presentation contains data

sourced from and the views of independent third parties. In such data being replicated in this presentation, no Specified Person makes any representation, whether express or implied, as to the accuracy of such data. The replication of any views in this presentation should not be treated as an

indication that KMD or any other Specified Person agrees with or concurs with such views.

Underwriters and joint lead managers

None of Goldman Sachs New Zealand Limited (Goldman Sachs), Forsyth Barr Group Limited (FBGL) (Goldman Sachs and FBGL, each an underwriter and, together the underwriters) or Forsyth Barr Limited (FBL) (Goldman Sachs and FBL, each a joint lead manager and, together the joint lead

managers) nor any of their respective affiliates or the officers, directors, partners, representatives, employees, agents or advisers of any of them have authorised, permitted or caused the issue, lodgment, submission, dispatch or provision of this presentation.

Each underwriter and joint lead manager, together with their respective affiliates, is a full-service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making,

brokerage and other financial and non-financial activities and services. In the ordinary course of their business activities and services, the underwriters, joint lead managers and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or

related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their clients, customers and/or counterparties. Such investments and securities and financial instruments activities and services may involve securities and/or instruments of

KMD and/or its affiliates. The underwriters, joint lead managers and/or their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients or

counterparties that they acquire, long and/or short positions in such securities and instruments.

The underwriters and joint lead managers, in conjunction with their respective affiliates, are acting as the joint lead managers and underwriters of both the Placement and Entitlement Offer. The underwriters and joint lead managers are acting for and providing services to KMD in relation to the

Placement and the Entitlement Offer and will not be acting for or providing services to KMD’s employees, shareholders or creditors. The underwriters and joint lead managers have been engaged solely as independent contractors and are acting solely in a contractual relationship on an arm’s length

basis with KMD. The engagement of the underwriters and joint lead managers by KMD is not intended to create any agency or other relationship between the underwriters or the joint lead managers and KMD or its employees, shareholders or creditors. An affiliate of Goldman Sachs is also acting as

financial adviser to KMD in relation to its analysis and consideration of KMD's and its affiliates' capital structure. In connection with these roles and activities, the underwriters, joint lead managers and their respective affiliates may earn fees, generate profits, be exposed to losses, be reimbursed

expenses and benefit from indemnification.

In connection with the Placement, Institutional Entitlement Offer, institutional bookbuild and/or retail bookbuild, one or more institutional investors may elect to acquire an economic interest in the New Shares (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in

those securities. Each underwriter (or its affiliates) may, for its own account, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire New Shares in connection with the writing of those derivative transactions in the

Placement, Institutional Entitlement Offer, institutional bookbuild, retail bookbuild and/or the secondary market. As a result of those transactions, each underwriter (or its affiliates) may be allocated, subscribe for or acquire New Shares or securities of KMD in the Placement, Institutional Entitlement

Offer, institutional bookbuild, retail bookbuild and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other securities in KMD acquired by an underwriter or its affiliates in

connection with their ordinary course sales and trading, principal investing and other activities, result in an underwriter or its affiliates disclosing a substantial holding and earning fees.

Past Performance

Past performance information provided in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) a promise, representation, warranty, guarantee or indication as to the past, present or future performance of KMD.

4
IMPORTANT NOTICE AND DISCLAIMER (CONT.)

Forward-Looking Statements

This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and business of KMD, including the Outlook on slide 21. Forward-looking statements can generally be identified by use of words such as 'approximate', 'project', 'foresee', 'plan',

'target', 'seek', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will', ‘objective’, 'assume', 'guidance', 'outlook' or similar expressions.

This also includes statements regarding the timetable, conduct and outcome of the Offer and the use of proceeds thereof, statements about the plans, targets, objectives and strategies of KMD, statements about the industry and the markets in which KMD operates and statements about the future

performance of, and outlook for, KMD's business. Any indications of, or guidance or outlook on, future earnings or financial position or performance and future distributions are also forward-looking statements.

All such forward-looking statements are not guarantees or predictions of future performance and involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of KMD, are difficult to predict, and which may cause the

actual results or performance of KMD to be materially different from any future results or performance expressed or implied by such forward-looking statements.

Such forward-looking statements speak only as of the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules and the ASX Listing Rules), KMD undertakes no obligation to update these forward-looking statements for events or circumstances that occur

subsequent to the date of this presentation or to update or keep current any of the information contained herein.

Any estimates or projections as to events that may occur in the future are based upon the best judgement of KMD from the information available as of the date of this presentation. A number of factors could cause actual results or performance to vary materially from the projections, including the key

risks set out in this presentation. Investors should consider the forward-looking statements in this presentation in light of those risks and disclosures.

In particular, investors should be aware that the statements in slides 21, 31, 32, 33 and 34, and other statements and information regarding outlook, growth or strategy (collectively, the "outlook information") are forward-looking statements. The outlook information has been prepared by KMD based

on an assessment of current economic and operating conditions and various assumptions regarding future factors, events and actions, and general macro-economic drivers. Investors should note that given the significant uncertainties that exist in the current economic and operating conditions and

geopolitical climate, the outlook information may not be achieved. The outlook information assumes the success of KMD's business strategies, the success of which may not be realised within the period for which the outlook information has been prepared, or at all. The outlook information is subject

to a number of risks, including the risks set out in this presentation. Investors should be aware that the timing of actual events, and the magnitude of their impact, might differ from that which is assumed in preparing the outlook information, which may have a material negative effect on KMD's actual

financial performance, financial position and cash flows. In addition, the assumptions upon which the outlook information is based are subject to significant uncertainties and contingencies, many of which are outside KMD's control, are not reliably predictable, and it is not reasonably possible to

itemise each item. Accordingly, neither KMD nor any other person can give investors assurance that the outcomes discussed in the outlook information will be achieved. Investors are strongly cautioned not to place undue reliance on any forward looking statements, such as indications of, and

guidance on, outlook, future earnings and financial position and performance.

General

For the purposes of this Important Notice and Disclaimer, "presentation" means these slides, any oral presentation of these slides by KMD, any question-and-answer session that follows that oral presentation, hard copies of this presentation and any materials distributed at, or in connection with, that

presentation. The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice. KMD reserves the right to withdraw, or vary the timetable for the Offer, without notice. When used in this presentation, references to

“KMD” are references to KMD Brands Limited together with its subsidiaries and its interests in associates. All references to 1H FY26 are to the six month period ended 31 January 2026.

Acceptance

By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with the contents of this Important Notice and

Disclaimer; (ii) you are permitted under applicable laws and regulations to receive the information contained in this presentation; (iii) you will base any investment decision solely on your own enquiries having due regard to information released by KMD via NZX and ASX (including the Offer

Document); and (iv) this presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose.

Financial Information

All dollar values are in New Zealand dollars ($ or NZD) unless otherwise stated.

KMD's statutory financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ GAAP) and comply with the New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting

Standards, as appropriate for profit oriented entities. The financial information in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of KMD’s views on its future financial performance or condition. Investors should note that past

performance of KMD, including the historical trading price of the shares, cannot be relied upon as an indicator of (and provides no guidance as to) future performance of KMD, including the future trading price of shares.

Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.

Non-GAAP Financial Information

This presentation includes certain financial measures that are "non-GAAP (generally accepted accounting practice) financial information" under Guidance Note 2017: 'Disclosing non-GAAP financial information' published by the New Zealand Financial Markets Authority, and "non-IFRS financial

information" under ASIC Regulatory Guide 230: 'Disclosing non-IFRS financial information'. Such financial information and financial measures (including Underlying EBITDA and Pro Forma LTM leverage) have not been subject to audit or review, and do not have standardised meanings prescribed

under NZ IFRS, Australian Accounting Standards (AAS) or IFRS and therefore, may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with NZ IFRS, AAS or IFRS. Investors

are cautioned not to place undue reliance on any such non-GAAP financial measures included in this presentation. Non-GAAP financial information has not been subject to audit or review.

5
IMPORTANT NOTICE AND DISCLAIMER (CONT.)

Pro Forma Financial Information

This presentation includes a pro forma balance sheet, KMD’s pro forma debt maturity profile, pro forma EBITDA and KMD’s pro forma liquidity and leverage, which have been adjusted to reflect the impact of the Offer, assuming it occurred as at 31 January 2026. The pro forma financial information

provided in this presentation is for illustrative purposes only and is not represented as being indicative of KMD's future financial position and/or performance. Pro forma financial information has not been subject to audit or review.

Basis Of Preparation

KMD has prepared unaudited pro forma financial information as at 31 January 2026 based on unaudited statutory financial statements of KMD as at that date in order to provide investors with the illustration of the impact of the proposed equity raising on the net debt position of KMD and related

credit metrics.

The financial information presented (excluding pro forma adjustments) has been prepared on a basis consistent with the recognition and measurement principles as disclosed by KMD in the General Information, Basis of Preparation of Financial Statements and Accounting Policies sections of the

Notes to the Financial Statements contained within KMD's HY26 results. The accounting policies adopted by the Directors are in accordance with Generally Accepted Accounting Practice in New Zealand, which is the New Zealand equivalent to International Financial Reporting Standards (NZ

IFRS). They are also in accordance with International Financial Reporting Standards.

Key Assumptions

The pro forma financial information presents the assumed impact of the proposed equity raising as if it had occurred on 31 January 2026. It has been assumed that proceeds from the equity raising of NZ$65.3m will be applied to repay debt and recapitalize the business.

6
CONTENTS

1.EXECUTIVE SUMMARY

2.1H FY26 RESULT AND FY26 OUTLOOK

3.UPDATE ON NEXT LEVEL TRANSFORMATION

4.EQUITY RAISING AND DEBT REFINANCING

5.KEY RISKS

6

SECTION 1
EXECUTIVE

SUMMARY



KMD BRANDS


7

SECTION 1

EXECUTIVE

SUMMARY

7

8
CREATING A STRONGER KMD BRANDS

1

2

3

4

5

KMD Brands has returned to growth under new leadership in 1H FY26

Substantial progress achieved against strategic initiatives

Significant upside remains with improved capabilities supporting identified growth opportunities

and stronger margins

High conviction in three pillars of strategy – 1) brand and product-led offence, 2) data-driven

intelligence and 3) sustainable profitability

Equity raise and bank facility refinancing to strengthen our balance sheet and focus on ‘Next Level’

execution

9
WE ARE MAKING STRONG PROGRESS IN OUR 3-YEAR

NEXT LEVEL JOURNEY

TRUSTED ICONIC BRANDSWHAT WE’RE DELIVERINGWHAT’S NEXT IN OUR 3-YEAR JOURNEY

✓Iconic global brands built for

purpose with strong awareness

✓Highly technical and seasonally

diverse

✓Diversified presence across

geography and channels

✓Strong focus on brand building and

product innovation

✓On-track to deliver cost-savings

above target for FY26

✓Disciplined ROI focus with FY26

cash flow benefits

✓Reduced inventory balance with

improved mix

✓Positive growth inflection in all

brands in 1H FY26

✓New product driving topline

✓Ongoing improvements in systems

and capabilities to support

improved execution

✓Ongoing focus on cost and

investment discipline

$27.5M

15

COST SAVINGS

ON TRACK FOR

FY26

STORES

CLOSED

TO DATE

10+

SENIOR

LEADERSHIP

CHANGES

60%

GROWTH

ACROSS

ALL

BRANDS

TARGET

GROSS

MARGIN

10%

TARGET

EBITDA

MARGIN

Note: Target EBITDA Margin refers to Underlying metrics.

10
0.1 %

3.0 %

(6.3)%

4.6 %

12.3 %

6.5 %

NEXT LEVEL TRANSFORMATION IS BEGINNING TO DELIVER

RESULTS

OVERALL INFLECTION IN

GROWTH ACROSS BRANDS

1H FY261H FY25

EFFECTIVE GROSS MARGIN

MANAGEMENT AGAINST DIFFICULT

MARKET BACKDROP & INVENTORY

CLEARING

IMPROVED PROFITABILITY WITH

STRONG COST CONTROL

Sales growth %Group underlying gross margin %Group underlying EBITDA margin %

58.0 %

56.8 %

1H251H26

0.8 %

2.3 %

1H251H26

Note: EBITDA margin refers to Underlying metrics.

11
WE ARE STRENGTHENING OUR BALANCE SHEET TO FOCUS

ON EXECUTION OF NEXT LEVEL STRATEGY

PRO FORMA IMPACT

1

KEY MESSAGES

Leverage ratio (x)

2

Net Debt (NZ$m)

1. Pro forma for net proceeds of equity raise (net of underwriting fees and other capital raising costs).

2. Net Debt / EBITDA (per covenant measurement definitions).

Strengthen KMD balance sheet with NZ$65m

equity raising

Up to 2.5 year refinancing of debt facility

Provides access to sufficient liquidity and stable

capital structure to execute strategy

Lowers leverage with pathway to reach target

<0.5x ratio by end of FY27

✓

✓

✓

✓

3.8 x

1.3 x

Jan-26 Leverage ratioPF Jan-26 Leverage ratio

PF Jan-26 Leverage ratio

Jan-26 Leverage ratio

94

32

Jan-26 Net DebtPF Jan-26 Net Debt

PF Jan-26 Net Debt

(62)

(2.5x)

SECTION 2
1H FY26 RESULT

AND FY26 OUTLOOK


KMD BRANDS


12

SECTION 2

1H FY26 RESULT

AND FY26 OUTLOOK

12

13
EARLY MOMENTUM IN NEXT LEVEL TURNAROUND

KEY TAKEAWAYS

Group sales growth achieved in both the wholesale and

direct-to-consumer channels

✓

OPEX % of Sales trending towards 50% target

2

Gross margin reflecting near-term impact of

marketplace and channel management

Significant underlying EBITDA growth

✓

✓

Underlying EBITDA margin expansion with sales growth and

reset cost base

✓

1H FY26 RESULT SNAPSHOT

1

1.Reflected results are underlying; metrics are compared against last year (1H FY25).

2.OPEX refers to underlying operating expenses.

$505M

SALES

+7.3%

SALES GROWTH

56.8%

GROSS MARGIN

54.5%

OPEX % OF SALES

2

$11.5M

EBITDA

2.3%

EBITDA MARGIN

✓

14
GROUP PROFIT & LOSS

1.Statutory results include the impact of IFRS 16 leases. The impacts of IFRS 16, restructuring, software as a service accounting,

the notional amortisation of customer relationships, impairment and onerous contracts have been excluded from Underlying

results. Refer to Appendix A for a reconciliation of Statutory to Underlying results.

2.1H FY26 NZD/AUD conversion rate 0.881 (1H FY25 0.909), 1H FY26 NZD/USD conversion rate 0.581 (1H FY25 0.595).

3.Prior period restatement: following an accounting system change at the Group’s wetsuit manufacturer, $2.5m of 1H FY25

production labour and overhead costs have now been mapped to cost of sales. There was no impact on the Group’s

1H FY25 EBITDA or net profit.

GROUP SALES MOMENTUM

•Total sales +7.3% YOY, with solid growth achieved in both the direct-to-consumer (“DTC”)

and wholesale channels.

•Kathmandu achieved strong DTC sales growth throughout the first half in both Australia and

New Zealand.

•Rip Curl wholesale sales growth outperformed the DTC channel, with strong wholesale

demand in Europe and North America.

•Oboz wholesale sales grew strongly, supported by closeout activity and strong in-season

buying from key accounts.

GROSS MARGIN REFLECTS A PROMOTIONAL MARKETPLACE

•Group gross margin decreased -1.2% of sales in a promotional marketplace, balancing

sales growth with gross margin achievement, while optimising inventory composition and

selling through aged inventory.

•1H FY25 Group gross margin has reduced by c. 0.5% of sales following an accounting

system change at the Group’s wetsuit manufacturer, with no impact on EBITDA or net

profit

3

.

•1H FY26 gross margin is above 2H FY25 gross margin.

OPERATING LEVERAGE (% OF SALES) ACHIEVED

•Underlying operating expenses lower than last year on a constant currency basis, with a

Next Level strategic cost reset helping to offset strategic growth investments and continued

global cost pressure.

KMD BRANDS

Statutory

Underlying

1

NZ $m

2

1H FY26

1H FY25

1H FY26

1H FY25

Var %

SALES

505.4

470.9

505.4

470.9

7.3%

GROSS PROFIT

3

287.1

273.0

287.1

273.0

5.2%

Gross margin

56.8%

58.0%

56.8%

58.0%

OPERATING EXPENSES

3

(223.8)

(220.3)

(275.6)

(269.1)

2.4%

% of Sales

44.3%

46.8%

54.5%

57.2%

EBITDA

63.3

52.7

11.5

3.9

196.6%

EBITDA margin %

12.5%

11.2%

2.3%

0.8%

EBIT

(1.7)

(12.7)

(6.4)

(13.3)

52.1%

EBIT margin %

-0.3%

-2.7%

-1.3%

-2.8%

NPAT

(13.1)

(20.7)

(11.5)

(16.1)

28.4%

15
KATHMANDU PROFIT & LOSS

KATHMANDU LEADS GROUP SALES MOMENTUM

•Total sales +12.3% YOY despite a net reduction of 4 stores, showing strong sales momentum

throughout the first half, and improving from +2.5% YOY in the fourth quarter of last year.

•Strong sales results in both Australia

2

(+10.2%


YOY) and New Zealand (+8.9% YOY).

•Sales growth continued through the second quarter, with the key Black Friday and Christmas

trading periods cycling a good result last year.

•Online sales in line with last year (cycling strong growth) at $20.6m, comprising 11.8% of DTC

sales.

•Same store sales (incl. online) +12.8%

3

.

GROSS MARGIN AND OPERATING EXPENSES

•Gross margin decreased -1.5% of sales with a focus on selling through aged inventory in the first

quarter, and maintaining competitive promotional intensity through the second quarter. Total

inventory ended 1H FY26 $9.8m lower than last year ($13.5m lower at constant currency).

•Underlying operating expenses reduced YOY, improving operating leverage following a strategic

cost reset and ongoing cost discipline.

1.The impacts of IFRS 16, restructuring, impairment and onerous contracts are excluded from underlying results. Refer to

Appendix A for a reconciliation of Statutory to Underlying results.

2.At constant exchange rates.

3.Same store sales are for the 27 full weeks ended 1 February 2026 and are measured at constant exchange rates.

128.3

194.0

152.3

156.8

176.1

21.0%

13.6%

10.9%

13.4%

11.8%

-1.0%

4.0%

9.0%

14.0%

19.0%

24.0%

0.0

50.0

100.0

150.0

200.0

1H

FY22

1H

FY23

1H

FY24

1H

FY25

1H

FY26

SALES

StoresOnline

WholesaleOnline % of DTC

-18.3

12.3

-8.3-12.8-2.4

-14.3%

6.3%

-5.5%

-8.2%

-1.3%

-16.0%

-11.0%

-6.0%

-1.0%

4.0%

-20.0

-15.0

-10.0

-5.0

0.0

5.0

10.0

1H

FY22

1H

FY23

1H

FY24

1H

FY25

1H

FY26

EBITDA

EBITDAEBITDA margin

NZ $m

1H FY26

1H FY25

Var %

SALES

176.1

156.8

12.3%

EBITDA (underlying

1

)

(2.4)

(12.8)

81.6%

EBITDA margin %

-1.3%

-8.2%

EBIT (underlying

1

)

(10.2)

(22.0)

53.9%

EBIT margin %

-5.8%

-14.1%

Owned stores

152

156

16
257.8

306.4

278.3

278.5

291.4

13.8%

9.6%

10.5%

11.5%

12.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

0.0

50.0

100.0

150.0

200.0

250.0

300.0

350.0

1H

FY22

1H

FY23

1H

FY24

1H

FY25

1H

FY26

SALES

StoresOnline

WholesaleLicensing / Other

Online % of DTC

33.737.627.423.620.5

13.1%

12.3%

9.9%

8.5%

7.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

40.0

45.0

50.0

1H

FY22

1H

FY23

1H

FY24

1H

FY25

1H

FY26

EBITDA

EBITDAEBITDA margin

RIP CURL PROFIT & LOSS

STABLE GLOBAL DIVERSIFIED SALES

•Total sales +4.6% YOY, helped by YOY movement in FX rates used to convert global sales to

NZD reporting currency. On a constant currency basis, Rip Curl total sales were +0.3% above

the first half of last year.

•Wholesale sales +9.8%, supported by strong demand in Europe and North America.

•Online sales +6.7% to $22.5m, comprising 12.0% of DTC sales.

•Direct-to-consumer total sales (incl. online) +1.9%, with strong sales results for North America

offsetting a challenging market during the southern hemisphere peak summer period.

•Direct-to-consumer same store sales (incl. online) +1.5%

2

.

GROSS MARGIN AND OPERATING EXPENSES

•Gross margin decreased -1.2% of sales, impacted by wholesale channel mix and elevated

promotional activity.

•Underlying operating expenses in line with last year on a constant currency basis, with a

strategic cost reset helping to offset strategic growth investments and continued global cost

pressures.

1.The impacts of IFRS 16, restructuring, the notional amortisation of customer relationships, impairment and onerous contracts

are excluded from underlying results. Refer to Appendix A for a reconciliation of Statutory to Underlying results.

2.Same store sales are for the 27 full weeks ended 1 February 2026 and are measured at constant exchange rates.

NZ $m

1H FY26

1H FY25

Var %

SALES

291.4

278.5

4.6%

EBITDA (underlying

1

)

20.5

23.6

(13.0%)

EBITDA margin %

7.0%

8.5%

EBIT (underlying

1

)

10.5

16.1

(34.3%)

EBIT margin %

3.6%

5.8%

Owned stores

170

177

17
OBOZ PROFIT & LOSS

SALES TREND IMPROVING

•Total sales +6.5% YOY.

•Online sales +0.9%, impacted by lower closeout inventory levels YOY. In the second half, the

website will move onto the group online trading platform. Digital marketing continues to be refined

with new agency partners through an updated digital funnel strategy and fresh creative.

•Wholesale sales +7.5% with strong in-season buying from key accounts.

GROSS MARGIN AND OPERATING EXPENSES

•Gross margin remained stable, improving +0.2% of sales despite tariff impacts, supported by

lower closeout activity YOY.

•Underlying operating expenses tightly controlled and lower than last year.

•Note: The Kathmandu segment includes 1H FY26 $3.2m sales of Oboz products in Kathmandu

AU & NZ stores at full vertical gross margin (1H FY25 $3.4m).

1.The impacts of IFRS 16, restructuring, the notional amortisation of customer relationships, impairment and

onerous contracts have been excluded from underlying results. Refer to Appendix A for a reconciliation of

Statutory to Underlying results.

21.2

47.5

38.0

35.6

38.0

0.0

10.0

20.0

30.0

40.0

50.0

60.0

1H

FY22

1H

FY23

1H

FY24

1H

FY25

1H

FY26

SALES

OnlineWholesale

0.0

2.9

-0.1-2.2-1.1

-0.2%

6.1%

-0.1%

-6.3%

-2.8%

-8.0%

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

-3.0

-2.0

-1.0

0.0

1.0

2.0

3.0

4.0

1H

FY22

1H

FY23

1H

FY24

1H

FY25

1H

FY26

EBITDA

EBITDAEBITDA margin

NZ $m

1H FY26

1H FY25

Var %

SALES

38.0

35.6

6.5%

EBITDA (underlying

1

)

(1.1)

(2.2)

52.5%

EBITDA margin %

-2.8%

-6.3%

EBIT (underlying

1

)

(1.1)

(2.6)

59.5%

EBIT margin %

-2.8%

-7.3%

18
INVENTORY AT A THREE-YEAR LOW

•Group inventory balance reduced for the third successive year, as inventory positions continue

to reduce towards optimal levels.

•Inventory obsolescence provisions represent 1.7% of gross inventory, consistent with the last

two half-years, and -50 bps below Jul 25.

•Inventory and trade payables include -$17.1m lower goods in transit YOY.

•Stock turns improved from 1.33x at Jan 25 to 1.56x at Jan 26.

DEBT

•Net Debt $94.0m at Jan 26 impacted by $5.6 million with the weakening of the NZ dollar year-

on-year.

•The Group complies with all amended bank covenants at 31 January 2026.

•On 30 January 2026 the Group extended its existing debt facility term and adjusted the fixed

charge cover ratio for the July 2026 and January 2027 measurement periods.

•The Group also reduced its total syndicated bank facilities by $49 million to approximately $283

million, consisting of an A$207 million and NZ$43 million multi-currency revolving facility. See

slide 39 for information about the Group's new bank debt facility.

BALANCE SHEET

1.Key ratios calculated using 12-month Underlying P&L measures.

2.Cost of sales / Average Inventories YOY.

3.Net Debt / EBITDA (per covenant measurement definitions).

4.Net Debt / (Net Debt + Equity).

5.(EBITDA + Rent) / (Rent + Net Finance Costs excl. FX).

6.Pro forma for net proceeds of equity raise (net of underwriting fees and other capital raising costs).

Key Balance Sheet items and ratios

1

NZ $mJan 26Jan 25Jul 25

Net working capital179.2 192.6 157.7

Inventories274.1 303.7 254.0

Current trade and other receivables80.0 79.1 92.3

Current trade and other payables(174.8) (190.2) (188.7)

Net work ing capital % of sales17.5% 19.6% 15.9%

Stock Turns

2

1.56x 1.33x 1.65x

Net Debt(94.0) (76.2) (52.8)

Leverage Ratio

3

3.8x 2.1x 3.3x

Net Debt to Equity

4

12.0% 8.9% 7.1%

Fixed Charge Cover Ratio (FCCR)

5

1.08x 1.17x 1.03x

Equity689.3 778.7 689.9

PF Jan-26 net debt of

NZ$31.9m

6

and

leverage ratio of 1.3x

6

19
CASH FLOW

1.Adjusted for impacts of adopting IFRS 16.

•Working capital outflow: January net working capital balances are traditionally elevated as

stock to support Kathmandu’s Southern Hemisphere Autumn / Winter season, and Rip Curl’s

Northern Hemisphere Summer season is shipped before Chinese New Year.

•Inventory purchase timing phased earlier than last year, helping to bring newness into stores

to capitalise on Black Friday and Christmas trade, therefore reducing trade payables at

January 2026. Also, higher trade payables at July 2025, which unwound in August 2025,

resulted in additional cash outflows in 1H FY26.

•Net Debt $94.0m at Jan 26 includes a $5.6m impact from a weaker NZ dollar YOY.

•No interim dividend declared as a result of 1H FY26 operating performance.

207.0

244.4

219.7

226.2

198.3

192.6

157.7

179.2

0.0

40.0

80.0

120.0

160.0

200.0

240.0

280.0

Jul 22Jan 23Jul 23Jan 24Jul 24Jan 25Jul 25Jan 26

GROUP NET WORKING CAPITAL HALF-YEAR CYCLE

40.1

84.9

55.7

96.2

59.7

76.2

52.8

94.0

-50

-10

30

70

110

Jul 22Jan 23Jul 23Jan 24Jul 24Jan 25Jul 25Jan 26

GROUP NET DEBT HALF-YEAR CYCLE

Cash Flow (NZ $m) 1H FY261H FY25

NPAT(13.1)(20.7)

Change in working capital(21.3)(1.5)

Non-cash items60.068.0

Operating cash flow25.645.8

Adjusted operating cash flow

1

(23.0)(0.8)

Key Line Items:1H FY261H FY25

Net interest paid (including facility fees)

1

(6.0)(6.3)

Net income taxes paid(2.8)(4.7)

Capital expenditure(13.1)(14.1)

20
TRADING UPDATE

1.Sales and gross profit results for the 6 full trading weeks from Monday 2 February 2026 to Sunday 15 March 2026

are sourced from BI reports and measured at constant currency YOY.

Direct-to-consumer same store sales (including online) for the first six full

weeks of the second half from Monday 2 February to Sunday 15 March

2026

1

in a seasonally non-significant trading period:

•Kathmandu +11.1% YOY, combined with gross margin improvement

YOY of c. +50 bps (+0.5% of sales).

•Rip Curl +1.2% YOY.

20

21
OUTLOOK

Given early momentum in its Next Level turnaround strategy and despite a challenging global consumer operating environment, the Group remains focused on delivering continued

performance improvement compared to prior year.

BRAND GROWTH AND GROSS MARGIN

•Kathmandu continued its recent sales momentum in the first 6 weeks of 2H FY26, with the key Autumn and Winter trading periods still to come. Kathmandu are also on track to

achieve gross margin expansion YOY in 2H FY26, with consumers responding positively to improved product flow and assortment.

•Rip Curl and Oboz wholesale order books for 2H FY26 are in line with last year, with the Europe and North America summer season to come. Gross margin expansion is

anticipated YOY in 2H FY26, reflecting actions taken to offset the US tariffs, and cycling specific clearance of inventory in the second half of last year.

OPERATING LEVERAGE

1

•Group underlying operating expenses as a % of sales are forecasted to improve YOY, showing progress towards mid-term targets. Underlying operating expenses for the full

year are planned to be broadly flat YOY on a constant currency basis (before any FY26 management incentives). The year-on-year impact of global currency fluctuation is

expected to have a significant impact on underlying operating expenses (1H FY26 half-year impact $9.1m as shown in Appendix A). The Group remains on track to achieve its

Next Level strategic cost reset savings, helping to offset cost inflation, and deliver moderated re-investment to drive Next Level strategic growth opportunities.

EBITDA MARGIN

1

•KMD Brands expects to deliver further EBITDA margin expansion in FY26.

CAPITAL ALLOCATION

•The Group continues to focus on the optimisation of its store network as part of the Next Level integrated marketplace strategy. Capital expenditure for FY26 is targeted to be at

the lower end of the guided range (approximately $25m).

•KMD Brands continues to target a leverage ratio of <0.5x Net Debt / EBITDA by end of FY27.

1.The impacts of IFRS 16, restructuring, software as a service accounting, the notional amortisation of customer relationships, impairment and onerous contacts are excluded from Underlying results. Refer to Appendix A for a reconciliation of Statutory to Underlying

results.

Kathmandu’
SECTION 3



NEXT LEVEL

TRANSFORMATION

UPDATE ON

RIPCURL <


KMD BRANDS

22

SECTION 3

UPDATE ON

NEXT LEVEL

TRANSFORMATION

22

23
WHAT WE SAIDWHAT WE’RE DELIVERINGWHAT IS NEXT ON OUR 3-YEAR JOURNEY

Reboot growth at right

profitability

✓Inflection to growth for all brands in 1H FY26 with effective gross margin

management despite challenging backdrop

►Deliver sustainable brand growth and ~60% gross margin by FY28

Reset strategy on three core

brands

✓Faster product innovation and storytelling, sharper channel-led

assortments and portfolio actions

►Scaling product-led growth and channel discipline to build sustained brand

momentum and margin improvement

Improve digital and data-led

decision making

✓ERP/D365 implementation completed, Shopify live across brands, and

decision-intelligence tools deployed

►Leveraging data and analytics to drive further inventory reduction,

profitability uplift and productivity gains across the group

$25m cost reset in FY26

✓On track to deliver $27.5m cost savings

►Continued assessment for simplification and cost savings

►Maintain cost growth at or below inflation to support operating expenses

reaching <50% of sales

$15m growth investment in

FY26

✓Investments to drive short and long-term profitable growth

✓FY26 investment reduced to $10.8m (withholding $4.2m) with discipline

around market conditions and returns

►Continue to apply rigorous investment criteria and sequence investment

based on self-funding approach

21 store closures

✓15 stores closed and 6 further on track for closure by

September 2027

►On-going evaluation of stores against clear criteria to determine the optimal

path for our store portfolio

Improved inventory

management

✓Inventory reduced by 9.7% (Jan 26 vs. Jan 25) with improved mix►Working capital <16% of sales by FY28

Review non-core assets

✓Review underway on non-core assets

►Ongoing assessment of non-core assets that do not provide advantage to

three core brands

WE HAVE BEEN DELIVERING ON WHAT WE SAID IN THE FIRST

6 MONTHS OF OUR 3-YEAR NEXT LEVEL JOURNEY

24
3

2

1

A brand &

product-led

offence

Efficient, scalable

processes and

decision

intelligence

Delivering

sustainable

profitability

Delivering growth across all

brands

Adding new capabilities to

fuel growth & drive

operating leverage

Reset cost base with

focused gross margin

expansion

INCREASED CONVICTION IN NEXT LEVEL TRANSFORMATION

STRATEGY

24

25
GLOBAL PLATFORM BUILT

AROUND THREE TECHNICAL,

PURPOSE DRIVEN BRANDS

STRONG BRAND RELEVANCE DRIVEN BY PURPOSE

•Strong awareness of all brands

•Kathmandu is known and trusted for outdoor adventure

•Rip Curl has a deep connection and credibility in core surf

•Oboz is authentic to the trail

POSITIONED IN ATTRACTIVE CATEGORIES

•Participate in activity-based segment of market, which is seeing growth across categories of 5%+

1

•Ongoing market shift to technical and premium product

GLOBAL REACH AND DIVERSIFICATION

•Global presence with bespoke go to market model for each region

•Seasonal diversity across portfolio

1.Segment growth is based on Mordor Intelligence, Reuters, IMARC Group, Statistica, Grand View Research, Euro

Monitor, IBISWorld.

25

1

2626
Fresh product flow and innovation

in FY26/27 seasonal releases

Store network segmentation

optimised for profitability

Shift to capital-light distributor-

led model and digital expansion

Strong brand and executional

capability

Clear product roadmap and

associated stories

INITIATIVES TO DRIVE NEXT LEVEL AT KATHMANDU

BRAND

STRATEGY

WHAT HAS BEEN SET IN MOTIONWHAT IT ENABLES

Accelerated

product strategy

•Seasonal product assortments

•Limited-quantity ranges on faster timelines

✓Product relevance, brand buzz

and faster trend response

Brand storytelling

& innovation

•Innovation embedded in seasonal launches

•“Store of the Future” concepts

✓Authentic positioning across

outdoor and adventure categories

Profitable channel

mix / Integrated

Marketplace

•Improved pricing and markdown strategy

•Assortment alignment across store segments

✓Reset of expectations on product

and brand value

•Store segmentation improvements

•Digital platform re-engineered

✓Optimal store network

✓Stronger brand value and more

efficient digital sales

International

Strategy

•Shift to distributor-led and digital expansion

•Focused regional market prioritisation

✓Improved profitability

✓New market penetration

Strong capability

•Established leadership team and capability mix in place

•Investment in store staff training

✓Confidence in strategic and

operational execution

HOW WE WILL MEASURE

SUCCESS

1

2727
Brand resonance and energy

with younger demographic

Rip Curl US EBITDA positive

Uplift in beach-culture

category sales

INITIATIVES TO DRIVE NEXT LEVEL AT RIP CURL

BRAND

STRATEGY

WHAT HAS BEEN SET IN MOTIONWHAT IT ENABLES

Youthful brand

reset

•“Next Gen” focus across brand, athletes and product

•Sharpened positioning around The Search

✓Clear, authentic surf brand with

modern appeal

Growth beyond

core

•Expanded from surf-only to broader beach lifestyle

•Trialled women-focused stores (e.g. Bondi)

✓Broader reach and improved

distribution

Return US to

profitability

•Resized North American operations

•Store closures and costs base reduction

✓Stable, profitable, US business

anchored by Hawaii

Digital uplift

•Rebuilt digital platform (Shopify)

•Reset digital capability and operating model

✓Higher online sales efficiency and

lower costs

Product

simplification

•Innovation focused on core categories

•Centralised product engine and reduced SKUs

✓Clearer product DNA and lower

COGS

Digital sales growth rate

above retail and wholesale

Innovation leadership in core

categories

HOW WE WILL MEASURE

SUCCESS

1

Product lifecycle cost reduction

2828
BRAND

STRATEGY

WHAT HAS BEEN SET IN MOTIONWHAT IT ENABLES

More with

the core

•Accelerated core product innovation to market earlier

✓Fresher range for rugged, comfort-

focused customers

Accelerate ‘fast’

category

•Updated Fast Trail range for future seasons

✓Clear category fit and brand reset

•Consumer research to refine fast & light segments

Products that open

all-terrain

opportunities

•Extended all-terrain category

•Deeper cross-trail and introduce Vault categories

✓Trend-right product design

•New distribution relevant to Vault✓New entry point to Oboz

Channel diversity

•Renewed focus with Oboz premium partners

•Marketplace distribution with large outdoor-adjacent

distribution

✓Fresh offering with outdoor

speciality and farm and ranch

✓Expand reach and scale with right

product

Digital uplift

•Shopify launch in Q3’FY26

✓Enhance brand storytelling

✓Premium distribution for refreshed

offering

INITIATIVES TO DRIVE NEXT LEVEL AT OBOZ

Building channel adjacencies at

scale

Increase in sales from “Fast Trail”

product category

Digital sales growth rate

above wholesale

Deeper penetration with Oboz

premium partners

Drive brand energy and

accessibility with trend-focused

consumer

HOW WE WILL MEASURE

SUCCESS

1

29
DIGITAL PLATFORM CHANGES TO DRIVE GROWTH ACROSS

OMNI-CHANNEL MODEL

FY26 ACTIONS

Leverage recent Shopify and D365

implementation to improve consumer

experience and drive conversion

✓

Scale creative ad volume with new

performance marketing capabilities and

AI tools

Reset product assortment, fulfilment and

planning for digital business

Connect reward members to digital

campaigns with laser focus on highest-

value consumer opportunities

✓

✓

✓

WHAT’S NEXT

THE OPPORTUNITY

Online sales penetration (%)

~10%

~15-25%

Technical / outdoor

wear industry average

(Today)

Digital store management

Brand concept calendar

Digital capabilities

and tools

2

1.Represents online sales as % of total sales. 2. Various market reports / desktop research.

1

1

30
WHAT HAS BEEN SET IN MOTION OR COMPLETEDWHAT IT ENABLES

Procurement

•Identified and executed procurement savings

–Improved terms with manufacturers, and efficiencies on freight and logistics

✓Cost of goods sold reduction, product relevance, and faster

trend response

Technology

•Implemented digital systems to drive durable efficiencies

–ERP / D365 system, Shopify integration across brands, updated HR platform

✓Better forecasting, planning, and assortment strategies

✓Improved employee and consumer experience

Decision

intelligence

•Deployed data intelligence tools to enhance growth and profitability

–Implementation of inventory and store profitability tools and advanced consumer

analytics

✓Improved profitability

✓Accelerated insight generation

Supply chain

excellence

•Consistent measures to optimise supply chain operations

–Kathmandu and Oboz sales and operations planning process underway

✓Confidence in strategic and operational execution

✓Improved inventory decisions

IMPROVED CAPABILITIES AND TECHNOLOGY IN PLACE TO

DRIVE INTEGRATED EXECUTION


2

31
10.5

27.5

6.6

4.5

5.9

-

5.0

10.0

15.0

20.0

25.0

30.0

RestructureMarketing realignmentStore optimisationOtherFY26F cost savings

ON TRACK TO OVER-DELIVER ON FY26 COST SAVINGS

ON TRACK TO DELIVER $27.5M OF COST SAVINGS, IMPROVEMENT ON THE $25M ANNOUNCED

AT INVESTOR DAY IN SEPTEMBER 2025

3

32
DISCIPLINED APPROACH TO INVESTMENT WITH ROI FOCUS

DIGITAL RESET$2.3m

PRODUCT INNOVATION$1.5m

STORE NETWORK AND PERFORMANCE$4.8m

INTEGRATED BUSINESS EXECUTION$2.2m

Total FY26E Investment$10.8m

Investment withheld given performance / market +$4.2m

UPDATE ON ANNOUNCED FY26 INVESTMENT

1

2

3

4

32

COMMENTARY

✓

✓

✓

✓

Phased, self-funded

model

Incremental investment

unlocked as performance

improves

Growth initiatives prioritised by

ROI and speed to payback

Strategic investment to

support growth and

profitability

3

33
PROGRESSING WITH PLANNED STORE CLOSURES AND

CONTINUING TO REFINE OUR STORE PORTFOLIO

•Stores are evaluated against clear criteria to determine the optimal

path for our store portfolio

•Our evaluation criteria:

•Geographic alignment with strategy

•Presence in attractive shopping locations

•Alignment with brand store segmentation and category vision

•Threshold profitability

6

15

21

CompletedClosure on track by Sep-27Total

Lease cost

savings

$4.2M

$1.6M

$5.8M

UPDATE ON ANNOUNCED CLOSURESREVIEW OF ADDITIONAL STORES


3

34
DELIVERING OUR FINANCIAL AMBITION OVER THE NEXT

THREE YEARS

GROSS

MARGIN

OPERATING

EXPENSE

% OF SALES

EBITDA

2


MARGIN

NET WORKING

CAPITAL

% OF SALES

~60%<50%10%+<16%

1.Prior period restatement: following an accounting system change at the Group’s wetsuit manufacturer, production labour and overhead costs have now been mapped to cost of sales. There was no impact on the Group’s EBITDA or net profit.

2.Statutory results include the impact of IFRS 16 leases. The impacts of IFRS 16, restructuring, software as a service accounting, the notional amortisation of customer relationships, impairment and onerous contracts have been excluded from Underlying results.

Refer to Appendix A for a reconciliation of Statutory to Underlying results.

3

58.3%

58.4%

56.5%

60.0%

Jul 23Jul 24Jul 25Target

Jul 28

GROSS MARGIN

1


% of sales

48.7%

53.2%

54.8%

50.0%

Jul 23Jul 24Jul 25Target

Jul 28

OPERATING EXPENSES

1,2

% of sales

>>

9.6%

5.1%

1.8%

10.0%

Jul 23Jul 24Jul 25Target

Jul 28

EBITDA MARGIN

2

% of sales

>>

19.9%

20.3%

15.9%

16.0%

Jul 23Jul 24Jul 25Target

Jul 28

NET WORKING CAPITAL

% of sales

>>

>>

SECTION 4
EQUITY RAISING

AND DEBT

REFINANCING



KMD BRANDS


35

SECTION 4

EQUITY RAISING

AND DEBT

REFINANCING

33

35

EQUITY RAISING DETAILS
Offer size and

structure

•Fully underwritten NZ$65.3 million equity raising (Offer), comprising:

•1 for 0.73 pro-rata accelerated renounceable entitlement offer to raise approximately NZ$58.5m (Entitlement Offer), and

•Placement to raise approximately NZ$6.8m (Placement)

•The Entitlement Offer consists of an offer to Eligible Institutional Shareholders (Institutional Entitlement Offer) and an offer to Eligible Retail Shareholders (Retail

Entitlement Offer)

•Approximately 1,087.8 million New Shares are to be issued under the Offer, representing approximately 152.8% of the existing shares on issue

Offer price for the

equity raising

•The Offer Price under both the Placement and Entitlement Offer is NZ$0.06 per New Share, representing a:

•47.1% discount to TERP

1

of NZ$0.113

•69.2% discount to KMD’s last traded price of NZ$0.195 on NZX as at Wednesday, 25 March 2026

•The Australian Dollar Offer Price for the Retail Entitlement Offer will be announced on Thursday, 2 April 2026 using the prevailing AUD/NZD exchange rate published by

the New Zealand Reserve Bank on Tuesday, 31 March 2026

Use of proceeds

•The net proceeds will be used to reduce KMD’s net debt position and strengthen the balance sheet, and in conjunction with the refinanced debt facility provide a stable

balance sheet to enable execution of KMD’s next level strategy

Placement

•Institutional Investors (which may include Eligible Institutional Shareholders and ASX Brokers or NZX Firms acting on behalf of retail clients) will be invited to participate

in the Placement

•New Shares issued to participants in the Placement will be on an ex-entitlement basis

Institutional

Entitlement Offer

•Eligible Institutional Shareholders will be invited to take up their entitlements in an accelerated Institutional Entitlement Offer

•New Shares relating to entitlements not taken up will be offered to Institutional Investors (which may include Eligible Institutional Shareholders and ASX Brokers or NZX

Firms acting on behalf of retail clients) in the Institutional Bookbuild

•Any Premium achieved in the Institutional Bookbuild will be returned to renouncing and Ineligible Institutional Shareholders as detailed further in the Offer Document

1.TERP is the theoretical price at which KMD shares trade immediately after the ex-date for the Offer. TERP is a theoretical calculation only and the actual price at which KMD shares trade on NZX immediately after the ex-date for the Offer will depend on many

factors and may not be equal to TERP. TERP is calculated by reference to the last traded price of KMD shares on NZX on Wednesday, 25 March 2026 being the last trading day prior to the announcement of the Offer and includes all New Shares issued under the

Placement and Entitlement Offer.

36

EQUITY RAISING DETAILS (CONT.)
Retail Entitlement

Offer

•Eligible Retail Shareholders will be invited to take up their entitlement in the Retail Entitlement Offer

•Eligible Retail Shareholders seeking to participate in the Retail Entitlement Offer will only be able to do so electronically and should visit the offer website for more details

(kmd.rightsoffer.co.nz)

•Eligible Retail Shareholders who take up their entitlement in full may participate in the Retail Bookbuild by applying for additional New Shares in excess of their

Entitlement

•New Shares relating to entitlements not taken up will be offered to Institutional Investors (which may include Eligible Institutional Shareholders and ASX Brokers or NZX

Firms acting on behalf of retail clients) and Eligible Retail Shareholders in the Retail Bookbuild

•Any Premium achieved in the Retail Bookbuild will be returned to renouncing and Ineligible Retail Shareholders as detailed further in the Offer Document. There will be

no entitlements trading on market and entitlements are not otherwise transferable

Board participation

•All Directors of KMD who are shareholders have confirmed they will participate in the Offer to maintain their pro rata shareholding. David Kirk and Philip Bowman have

confirmed they will apply for at least twice the level of their pro rata entitlement in the AREO

Record date

•7:00pm New Zealand time on Wednesday, 1 April 2026

Ranking

•All new shares issued under the Offer will rank equally with existing KMD ordinary shares from date of issue

Underwriting

•The Offer is fully underwritten

37

EQUITY RAISING TIMETABLE
GeneralDate

Announcement of Offer, and voluntary suspension continued on NZX and ASXTuesday, 31 March 2026

Record date for the Offer7:00pm NZDT (5:00pm AEDT) Wednesday, 1 April 2026

Placement and Institutional Entitlement Offer

Placement and Institutional Entitlement Offer opensTuesday, 31 March 2026

Placement and Institutional Entitlement Offer closesWednesday, 1 April 2026

Institutional Shortfall BookbuildWednesday, 1 April 2026

Voluntary suspension lifted – KMD shares will commence trading on NZX and ASX on an ex-entitlement basisThursday, 2 April 2026

ASX Settlement of New Shares under the Placement and Institutional Entitlement OfferFriday, 10 April 2026

ASX Allotment of New Shares under the Placement and Institutional Entitlement OfferMonday, 13 April 2026

NZX Settlement and Allotment of New Shares under the Placement and Institutional Entitlement OfferMonday, 13 April 2026

Commencement of trading of New Shares issued under the Placement and Institutional Entitlement Offer on NZX and ASXMonday, 13 April 2026

Retail Entitlement Offer

Record date7:00pm NZDT (5:00pm AEDT) Wednesday, 1 April 2026

A$ price announcementThursday, 2 April 2026

Retail Entitlement Offer opensTuesday, 7 April 2026

Retail Entitlement Offer closesThursday, 16 April 2026

Retail Shortfall Bookbuild (for retail entitlements not taken up and retail entitlements of ineligible retail shareholders)Tuesday, 21 April 2026

ASX Settlement of New Shares under the Retail Entitlement OfferMonday, 27 April 2026

NZX Settlement and Allotment of New Shares under the Retail Entitlement Offer on NZX and ASXTuesday, 28 April 2026

Commencement of trading of New Shares issued under the Retail Entitlement Offer on NZX Tuesday, 28 April 2026

Commencement of trading of New Shares issued under the Retail Entitlement Offer on ASXWednesday, 29 April 2026

Despatch of holding statements in respect of New Shares issued under the Retail Entitlement OfferBy Wednesday, 29 April 2026

38

39
DEBT REFINANCING PROVIDING STABLE CAPITAL STRUCTURE

OVERVIEW OF KEY TERMS

DEBT REFINANCING

Overview

▪Debt facility of ~NZ$205m

1

▪~NZ$40m tranche maturing 30 June 2027, with the balance of the facility maturing 1

October 2028

Financial covenants

▪KMD sufficiency analysis supports FCCR and leverage covenants being met over the

term of the debt facility while executing on the Next Level strategy

Other key terms

▪Full net proceeds of the Equity Raising will be applied in permanent repayment (and a

corresponding and subsequent cancellation) of the existing facilities

▪New facilities subject to entry into definitive documentation (on the basis of an agreed

term sheet) by 30 June 2026

~$205M

TOTAL DEBT

CAPACITY

2.5

YEAR

FACILITY

REFINANCED DEBT FACILITY PROVIDES FUNDING STABILITY FOR KMD BRANDS TO EXECUTE STRATEGY

Refinanced debt facility provided by a majority of our

existing syndicate to support KMD Next Level

strategy

✓

✓

✓

Provides stability in KMD Brands funding

Expected to provide sufficient liquidity to execute on

Next Level transformation and fund working capital

1.Based on NZD / AUD exchange rate published by RBNZ as at 25 March 2026 and net offer proceeds of $62m. A$8.5m of the facility

will be unavailable until key covenant milestones are met.

1

UP TO

40
CREATING A STRONGER KMD BRANDS

1

2

3

4

5

KMD Brands has returned to growth under new leadership in 1H FY26

Substantial progress achieved against strategic initiatives

Significant upside remains with improved capabilities supporting identified growth opportunities

and stronger margins

High conviction in three pillars of strategy – 1) brand and product-led offence, 2) data-driven

intelligence and 3) sustainable profitability

Equity raise and bank facility refinancing to strengthen balance sheet and focus on ‘Next Level’

execution

KMD BRANDS
RIPCURL <


KEY RISKS

SECTION 5

Kathmandu’


41

SECTION 5

KEY RISKS

41

42
KEY RISKS

This section outlines the key risks that KMD has identified which are relevant to investors in the Offer. These risks may affect the future operating and financial performance of KMD and the KMD share

price. Like any investment, there are risks associated with an investment in KMD’s shares. Please note that this section does not (and does not purport to) set out all of the risks related to an investment in

KMD shares, the future operating or financial performance of KMD, the Offer or general market or industry risks. Some risks may be unknown and other risks, currently believed to be immaterial, could turn

out to be material.

Before deciding whether to invest in KMD shares, investors must make an independent assessment of the risks associated with the investment and should consider whether such an investment is suitable

for them, having regard to publicly available information (including this presentation), their personal circumstances and following consultation with a financial advisor or other professional advisor.

Capital sufficiency and banking support risk

KMD has undertaken a capital sufficiency modelling exercise to assist in determining the size of the Offer. Based on this model, KMD expects to have sufficient liquidity to execute its 'Next Level'

transformation strategy and to remove near-term funding and covenant pressures.

The Offer is also being conducted alongside refinancing of KMD's debt facilities. KMD has received commitments from members of its existing banking syndicate for a new bank debt facility, which is

conditional on receiving net proceeds of $50 million from an equity raising. The Offer is fully underwritten by Goldman Sachs New Zealand Limited and Forsyth Barr Group Limited (the Underwriters).

However, the underwriting agreement contains termination rights which are consistent with market practice for an offer of this nature. In certain circumstances, the Underwriters may terminate their

underwriting obligations under the underwriting agreement, in which case KMD may not receive the full amount of proceeds expected from the Offer, or the Offer may not proceed at all.

The events which may trigger termination of the underwriting agreement include events which are outside KMD's control, such as material adverse movements in financial markets, the occurrence of certain

hostilities or acts of terrorism, or a general moratorium on commercial banking activities. There is a risk that if the underwriting agreement is terminated or the Offer does not proceed or KMD raises less

than the amount sought, this may have a material adverse effect on KMD's financial position and ability to execute on its strategic objectives and KMD may not be able to access the new debt facility.

In addition, if KMD's financial performance deteriorates, there is a risk that KMD may breach its debt funding covenants or be unable to refinance its existing debt facilities on favourable terms, or at all.

Severe deterioration in macro-economic conditions could impact on the availability and/or utility of KMD's funding arrangements or otherwise impact upon KMD's liquidity.

A failure to secure or maintain adequate financing could limit KMD's ability to execute on its Next Level transformation strategy and could have a material adverse effect on KMD's financial position and

operations.

43
KEY RISKS (CONT.)

Project execution risk

KMD is currently executing its 'Next Level' transformation strategy, which involves strategic projects including cost restructuring, store network optimisation, digital platform upgrades and supply chain

improvements. There is a risk that these strategic projects are not executed as planned, exceed budget or timetable, or do not meet their objectives.

The design and delivery of new products and improvements to existing products will be a key driver of KMD's success, and there is always a risk that development of a new product or product feature may

not be successful or may take longer or be more expensive than anticipated.

KMD has established a Project Management Office to define and maintain project management standards, which is expected to reduce the likelihood of project failure over time by ensuring projects are

executed consistently and efficiently. Notwithstanding these measures, a failure to successfully execute strategic projects could have a material adverse effect on KMD's ability to achieve its financial targets

and growth aspirations.

Foreign exchange and interest rate risk

KMD operates across multiple geographies and currencies, which exposes the business to foreign exchange risk. Movements in exchange rates may affect KMD's cost of goods sold, sales and reported

financial results. KMD also sources products and raw materials internationally, and adverse currency movements may increase purchasing costs. KMD is exposed to interest rate movements on its debt

facilities. Increases in interest rates could increase KMD's financing costs and reduce profitability.

KMD monitors and manages its foreign exchange rate and interest rate exposures through careful order management based on demand and ongoing assessment of market conditions. KMD also seeks to

hedge its exposure to movements in foreign exchange rates and interest rates through entering into various derivatives. Despite these measures, significant adverse movements in exchange rates or

interest rates could have a material adverse effect on KMD's financial performance, particularly given current global volatility and uncertainty.

Economic and market conditions

KMD operates in the retail sector, which is sensitive to changes in general economic conditions. Factors such as inflation, interest rate movements, unemployment levels, consumer confidence and

discretionary spending patterns may adversely affect demand for KMD's products. During periods of economic uncertainty or downturn, consumers may reduce spending on discretionary items, including

the products that KMD sells, which could result in reduced sales volumes and increased promotional activity to stimulate demand.

The current macroeconomic environment, including elevated interest rates, cost-of-living pressures and heightened geopolitical tensions (including current hostilities in the Middle East), may continue to

adversely impact consumer spending as well as KMD’s operating costs. There is a risk that these conditions persist or worsen, which could have a material adverse effect on KMD's sales, margins and

financial performance.

KMD has a strategic objective to increase the share of its business conducted through digital channels, rather than physical stores. There is a risk that KMD may not be able to transition to digital channels

as quickly as anticipated, which may expose KMD to inflationary pressures on the cost of operating physical stores for longer than expected. There is also a risk that inflationary pressures result in the

margins achieved through digital channels being below expectations due to increased transition and digital channel operating costs.

44
KEY RISKS (CONT.)

Supply chain complexity / logistics disruption

KMD faces the risk of inefficient, costly and delayed delivery of inventory or materials due to single points of failure across the supply chain, including major international suppliers and single country

distribution centres, or logistics complexities such as container shortages. There is a risk that geopolitical events may disrupt key trade routes and producing regions, leading to supply chain interruptions,

increased costs and potential shortages of essential goods. Tariffs and geopolitical instability across countries within the supply chain (including current hostilities in the Middle East) have materially

increased both the likelihood and impact of this risk.

KMD has implemented mitigants including diversification of suppliers (by geographic location and ownership structure), continued transition away from China sourcing where practicable, maintenance of

strong logistics relationships, and third-party logistics warehousing diversification to provide flexibility in stock movements. KMD has also introduced new resource capabilities with a focus on procurement,

planning and supply chain. KMD holds business interruption insurance, which provides some degree of protection against business disruption. KMD is currently in discussions with its insurers regarding a

claim under its business interruption insurance in relation to disruption to the business arising during COVID-19, the outcome of which is not yet known. Despite these measures, supply chain disruptions

could have a material adverse effect on KMD's operating and financial performance.

Asset sales risk

Part of the ‘Next Level’ strategy involves the ongoing assessment of non-core assets that do not provide advantage to the three core brands, which may include the potential sale of non-core assets. There

are risks associated with any sale of assets by KMD, regardless of whether any such sale is successfully completed. These risks include that KMD may be unable to agree acceptable terms with a

purchaser for any proposed sale of assets, that KMD may not realise a fair value for any assets sold, that the time required by KMD’s board and management to progress any asset sale may negatively

affect their ability to focus on executing the remainder of the ‘Next Level’ strategy and that KMD may remain liable for various pre completion liabilities and historical matters even if such asset sale is

completed. Any proposed sale of assets may remain subject to conditions and approvals, including shareholder approval where required by the NZX Listing Rules or Companies Act. There can therefore be

no assurance that any sale of assets will result in a value enhancing outcome for KMD and its shareholders. Any proposed sale of assets may result in KMD incurring costs, and may have a negative effect

on KMD’s financial position and performance.

The board has separately received unsolicited, tentative and preliminary interest from third parties (including Stokehouse) to acquire Rip Curl. No formal proposals or offers have been received and the

board has no present intention to sell any of KMD’s core brands. As announced to NZX and ASX on 24 March 2026, the board received a transaction concept for the demerger of Rip Curl into a standalone

listed company and subsequent acquisition of Stokehouse, which the board carefully evaluated and determined was not in the best interests of shareholders. In response to the board’s decision not to

engage, Paul Naude, CEO of Stokehouse, has indicated Stokehouse may present a proposal to acquire Rip Curl for an unspecified price which would purportedly exceed the current market capitalisation of

KMD, subject to due diligence. No such proposal has been received and the board is not minded to provide access to due diligence to Stokehouse given the price, terms and executability of any such

transaction by Stokehouse remains uncertain.

45
KEY RISKS (CONT.)

Increased production costs or reduced access to key materials

KMD's sales and margins are exposed to movements in production costs, including materials, labour and factory costs. There is a risk of restricted availability of key resources and materials, which could

increase costs of production and impact lead times.

Geopolitical developments, including tariffs, have increased the financial impact of this risk by introducing additional fees and taxes on sourcing. Tariffs may also impact the sourcing of raw materials.

KMD has implemented mitigants including prebooking raw materials in advance, careful order management based on demand, close control of inventory orders, and ongoing monitoring of tariff impacts.

KMD is also considering moving certain sourcing away from affected regions and utilising external sourcing expertise. While these measures are in place, changes in the global trade environment or further

cost pressures could have a material adverse effect on KMD's operating and financial performance.

Cyber security and information systems availability

KMD relies on the performance, reliability and availability of its information technology, communication and other business systems. Cyber security threats to KMD's IT and eCommerce systems, including

DDoS attacks, malicious hacking, phishing, ransomware, theft and unauthorised disclosure, could lead to loss of core operating systems or data privacy and compliance breaches. The delivery of many of

KMD's products through digital platforms heightens the risk associated with cyber attacks or outages due to other causes, and the impact any disruption to information systems may have on the availability

of KMD's systems and services.

A cyber breach (whether by way of an external party or as a result of employee actions) could cause widespread operational and reputational damage. Recovery would be reputationally costly for KMD.

KMD has implemented controls including disaster recovery planning, system security measures, penetration testing and desktop exercises, multi-factor authentication, patch management, employee

training, and the removal of legacy systems. KMD has also established a Chief Information Security Officer role and implemented mandatory quarterly cyber training. Despite these measures, there is no

guarantee that KMD's systems will be protected from a cyber attack or other outages, and any such attack or outage could have a material adverse effect on KMD's reputation, financial performance and

operations.

Production quality issues

There is a risk of product quality or brand issues arising from supplier issues, including inconsistent quality, damage or defective products. In addition, outsourcing certain development and design

processes, while increasing speed and capacity, may introduce risks related to quality control.

KMD has implemented quality control and quality assurance processes, third-party inspections and maintains long-term relationships with suppliers. A failure to maintain product quality could result in

reputational damage, product returns or recalls, and/or financial recourse, which could have a material adverse effect on KMD's financial performance and brand reputation.

46
KEY RISKS (CONT.)

Inventory management

KMD has an ambition to grow online sales; however, it is important that investment in stock keeps pace with order demand, which increases the risk to KMD's ability to effectively plan for emerging

opportunities.

KMD has implemented group oversight of inventory buying processes, clear financial guardrails, critical path processes, and a Sales & Operations Planning process supported by data reports to optimise

demand and supply planning. Notwithstanding these measures, ineffective inventory management could have a material adverse effect on KMD's operating and financial performance.

Misaligned pricing and channel appropriateness

There is a risk that ineffective product pricing strategies and channel appropriateness could result in diminished competitiveness and reduced profitability, leading to potential market share loss. In addition,

KMD's go-to-market uplift and markdown management, while intended to improve profitability, may risk loss of sales momentum if not executed effectively. Competitors in KMD's markets are engaging in

heavy price discounting, which may impact sales performance.

KMD has implemented mitigants including strategic pricing reviews, market and competitor analysis, channel profitability analysis, and a customer insights project supported by external agency expertise. A

failure to implement effective pricing and channel strategies could have a material adverse effect on KMD's operating and financial performance.

Lack of connection in marketing/product offering with consumer

There is a risk that KMD's brand purpose may not resonate or remain relevant with consumers, leading to a lack of perceived desirability, benefit or value in KMD's products. This disconnect, whether due to

ineffective marketing or unmet customer expectations, could result in diminished sales and loss of market share. The retail industry is experiencing challenges, requiring KMD to keep adapting and

innovating. Everchanging expectations of retail brands have increased the likelihood of brand reputation risk.

KMD has implemented mitigants including brand health monitoring and customer insights surveys, focus on innovative products and customer experience to ensure ongoing brand relevance, a customer

insights project supported by external agency expertise, and investment in store segmentation and 'Store of the Future' concepts. A failure to maintain consumer connection could have a material adverse

effect on KMD's sales and financial performance.

Personnel risk

KMD's success depends on its ability to attract and recruit the right talent, upskill staff, and retain key employees with critical knowledge, experience, skills and intellectual property. The loss of key senior

executive personnel or an inability to attract and retain qualified employees could disrupt KMD's operations and adversely affect its ability to execute on its strategic objectives. This risk is heightened during

periods of organisational change. KMD has implemented retention and succession planning strategies and invests in employee engagement initiatives. Notwithstanding these measures, a failure to retain

key personnel or attract suitable replacements could have a material adverse effect on KMD's operations and financial performance.

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ADDITIONAL

1H FY26 DETAIL

APPENDIX A

48
STATUTORY TO UNDERLYING PROFIT AND LOSS

1.Statutory results include the impact of IFRS 16 leases. The impact of IFRS 16 is excluded from Underlying results.

2.Restructuring and organisational change was undertaken in 1H FY25 and 1H FY26. These one-off costs have been excluded from Underlying results.

3.IFRIC Software as a Service (“SaaS”) capitalisation adjustments have been excluded from Underlying results.

4.Notional amortisation of Rip Curl and Oboz customer relationships are excluded from Underlying results.

GROUP1H FY261H FY25

SaaS

Amortisation of

SaaS

Amortisation of

NZ $mStatutory

IFRS 16

Leases

1

Restructuring

2

Capitalisation

Adjustments

3

Customer

Relationships

4

UnderlyingStatutory

IFRS 16

Leases

1

Restructuring

2

Capitalisation

Adjustments

3

Customer

Relationships

4

Underlying

SALES

505.4 - - - - 505.4 470.9 - - - - 470.9

GROSS PROFIT

287.1 - - - - 287.1 273.0 - - - - 273.0

Gross margin56.8%56.8%58.0%58.0%

OPERATING EXPENSES

(223.8) (57.4) 3.4 2.2 - (275.6) (220.3) (52.0) 2.2 0.9 - (269.1)

% of Sales44.3%54.5%46.8%57.2%

EBITDA

63.3 (57.4) 3.4 2.2 - 11.5 52.7 (52.0) 2.2 0.9 - 3.9

EBITDA margin %12.5%2.3%11.2%0.8%

EBIT

(1.7) (11.8) 3.4 2.2 1.6 (6.4) (12.7) (5.8) 2.2 0.9 2.1 (13.3)

EBIT margin %-0.3%-1.3%-2.7%-2.8%

NPAT

(13.1) (3.5) 2.4 1.5 1.1 (11.5) (20.7) 0.9 1.6 0.6 1.5 (16.1)

49
SEGMENT NOTE

1H FY261H FY251H FY26

SALES (NZ $'000)

Rip CurlKathmanduObozCorporateTotalRip CurlKathmanduObozCorporateTotal

SALES per segment note291,423 176,072 37,953 - 505,448 278,487 156,831 35,627 - 470,945

SALES (Underlying)

291,423 176,072 37,953 - 505,448 278,487 156,831 35,627 - 470,945

EBITDA (NZ $'000)

Rip CurlKathmanduObozCorporateTotalRip CurlKathmanduObozCorporateTotal

EBITDA per segment note43,226 29,023 (947) (8,006) 63,296 45,281 15,848 (2,223) (6,168) 52,738

IFRS 16 Leases

1

(24,690) (32,430) (293) - (57,413) (23,023) (28,704) (264) - (51,991)

Restructuring

2

1,969 1,042 178 228 3,416 1,318 37 250 639 2,244

SaaS Capitalisation Adjustments

3

- - - 2,165 2,165 - - - 875 875

Amortisation of Customer Relationships

4

- - - - - - - - - -

EBITDA (Underlying)20,505 (2,365) (1,062) (5,613) 11,465 23,576 (12,819) (2,237) (4,654) 3,866

EBIT (NZ $'000)

Rip CurlKathmanduObozCorporateTotalRip CurlKathmanduObozCorporateTotal

EBIT per segment note11,853 (4,185) (1,319) (8,096) (1,747) 15,278 (18,727) (3,012) (6,250) (12,711)

IFRS 16 Leases

1

(4,796) (7,027) (16) - (11,839) (2,561) (3,347) 61 - (5,847)

Restructuring

2

1,969 1,042 178 228 3,416 1,318 37 250 639 2,244

SaaS Capitalisation Adjustments

3

- - - 2,165 2,165 - - - 875 875

Amortisation of Customer Relationships

4

1,521 - 106 - 1,627 2,024 - 104 - 2,128

EBIT (Underlying)10,547 (10,170) (1,051) (5,703) (6,378) 16,059 (22,037) (2,597) (4,736) (13,311)

1.Statutory results include the impact of IFRS 16 leases. The impact of IFRS 16 is excluded from Underlying results.

2.Restructuring and organisational change was undertaken in 1H FY25 and 1H FY26. These one-off costs have been excluded from Underlying results.

3.IFRIC Software as a Service (“SaaS”) capitalisation adjustments have been excluded from Underlying results.

4.Notional amortisation of Rip Curl and Oboz customer relationships are excluded from Underlying results.

50
BALANCE SHEET

Balance Sheet

(NZ $m)

Jan 26

Jan 25

Jul 25

Inventories

274.1



303.7



254.0



Property, plant and equipment

74.4



83.6



75.3



Right of Use Asset (IFRS 16)

246.5



261.6



243.0



Intangible assets

647.9



671.1



626.1



Other assets

111.4



124.8



118.0



Total assets (excl. cash)

1,354.3



1,444.8



1,316.4



Net interest bearing liabilities and cash

(94.0)



(76.2)



(52.8)



Lease Liability (IFRS 16)

(287.9)



(293.2)



(287.8)



Other non-current liabilities

(97.9)



(105.9)



(94.4)



Current liabilities

(185.2)



(190.8)



(191.5)



Total liabilities (net of cash)

(665.0)



(666.1)



(626.5)



Net assets

689.3



778.7



689.9



50

51
CONSTANT CURRENCY PROFIT & LOSS

KMD BRANDS

Underlying

1

Underlying

at Constant Currency

2

NZ $m

3

1H FY261H FY25Var %1H FY261H FY25Var %

SALES505.4470.97.3%488.4470.93.7%

GROSS PROFIT287.1273.05.2%277.2273.01.5%

Gross margin56.8%58.0%56.8%58.0%

OPERATING EXPENSES(275.6)(269.1)2.4%(266.5)(269.1)(1.0%)

% of Sales54.5%57.2%54.6%57.2%

EBITDA11.53.9196.6%10.63.9171.8%

EBITDA margin %2.3%0.8%2.2%0.8%

EBIT(6.4)(13.3)52.1%(6.6)(13.3)50.4%

EBIT margin %-1.3%-2.8%-1.3%-2.8%

NPAT(11.5)(16.1)28.4%(11.6)(16.1)28.0%

1.Statutory results include the impact of IFRS 16 leases. The impacts of IFRS 16, restructuring, software as a service

accounting, the notional amortisation of customer relationships, impairment and onerous contracts have been excluded

from Underlying results. Refer to Appendix A for a reconciliation of Statutory to Underlying results.

2.Constant Currency Underlying results are calculated by consolidating 1H FY26 global local currency Underlying results at

1H FY25 FX conversion rates.

3.1H FY26 NZD/AUD conversion rate 0.881 (1H FY25 0.909), 1H FY26 NZD/USD conversion rate 0.581 (1H FY25 0.595).

51

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SELLING

RESTRICTIONS

APPENDIX B

53
SELLING RESTRICTIONS

This document does not constitute an offer of New Shares of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New

Shares may not be offered or sold, in any country outside Australia and New Zealand except to the extent permitted below.

HONG KONG

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been

authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO).

No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have

not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere

that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New

Shares that are or are intended to be issued or sold only to persons outside Hong Kong or only to professional investors.

No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this

document, you should obtain independent professional advice.

NORWAY

This document has not been, and will not be, registered with or approved by Finanstilsynet (the Financial Supervisory Authority of Norway) and it does not constitute a prospectus under the Prospectus

Regulation (Regulation (EU) 2017/1129) (the Prospectus Regulation) or the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document may not be made available, nor may the

New Shares be offered for sale, directly or indirectly, in Norway other than under circumstances that are exempted from the prospectus requirements under the Prospectus Regulation and the Norwegian

Securities Trading Act. Any offering of New Shares in Norway is limited to persons who are "qualified investors" as defined in the Prospectus Regulation. Only such persons may receive this document and

they may not distribute it or the information contained in it to any other person.

54
SELLING RESTRICTIONS (CONT.)

SINGAPORE

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly,

this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the

New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except (i) to an institutional investor (as defined in

Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the SFA)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in

Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA. This document has been given to you on the basis that you are (i) an "institutional investor" or

(ii) an "accredited investor". In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this

document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore

that may be applicable to investors who acquire the New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply

accordingly.

UNITED KINGDOM

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of the

Public Offers and Admissions to Trading Regulations 2024 (the POATRs) and Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the FCA Handbook) has been published or is

intended to be published in respect of the New Shares.

This document is issued on a confidential basis to "qualified investors" (as defined in paragraph 15 of the Schedule 1 to the POATRs) in the United Kingdom, and the New Shares may not be offered or sold

in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances falling within an exemption set out in Schedule 1 to the POATRs. This

document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (FSMA)) received in connection with the issue

or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which

section 21(1) of the FSMA does not apply to the Company.

In particular, this document is being distributed only to, and is directed at, persons who are qualified investors (as specified above) (i) who have professional experience in matters relating to investments

falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall within the categories of persons referred to in

Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together Relevant Persons). The investment to

which this document relates is available only to Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document.

---

KMD BRANDS LIMITED


INTERIM REPORT 2026

KMD BRANDS LIMITED - INTERIM REPORT 2026
2

DIRECTORS’ REPORT

The Directors of KMD Brands Limited present the Interim Report for the Company and its controlled entities for the half year ended

31 January 2026.

Review of Operations

Group sales for the interim period of $505.4 million are 7.3% above last year, with solid growth achieved in both the direct-to-

consumer and wholesale channels. Kathmandu has led the Group sales momentum, achieving strong sales growth throughout the

first half in both Australia and New Zealand. Rip Curl wholesale sales outperformed the direct-to-consumer channel, with strong

wholesale demand in Europe and North America. Oboz wholesale sales grew strongly, supported by closeout activity and strong in-

season buying from key accounts.

Group gross margin decreased -1.2% of sales below last year to 56.8%. In a promotional marketplace, all brands balanced sales

growth with gross margin achievement, while optimising inventory composition and selling through aged inventory.

Oper

ating expenses were lower than the first half of last year on a constant currency basis, with a Next Level strategic cost reset

helping to offset strategic growth investments and continued global cost pressures. The year-on-year impact of global currency

fluctuation has increased total reported operating expenses.

At

31 January 2026 the Group had a net debt position of $94.0 million. As part of a longer-term refinance plan, the Group has

reduced its total syndicated bank facilities to approximately NZ$283m, consisting of an A$207m and NZ$43m multi-currency

revolving facility.

Net

working capital was $13.4 million lower than 31 January 2025, with a significant reduction in inventory from that reported as at

31 January 2025, indicating that inventory positions continue to reduce towards optimal levels. Inventory positions are higher than

31 July 2026 due to the seasonality inventory cycle of the business.

No

interim dividend has been declared.

Seasonality

Due to the seasonal nature of the Group’s activities, the activities in the second half of the year historically provide a larger portion of

the sales and net profit for the full year.

Si

gned in accordance with a resolution of the Directors

:

David Kirk Brent Scrimshaw

Director Managing Director and Group CEO




KMD BRANDS LIMITED - INTERIM REPORT 2026


3


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


Note Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025






NZ$’000 NZ$’000 NZ$’000


Restated


Sales 6 505,448 470,945 989,015

Cost of sales (218,374) (197,932) (429,755)

Gross profit 287,074 273,013 559,260


Other income 776 1,146 3,169

Selling and marketing expenses 7 (134,093) (133,730) (283,884)

Administration and general expenses 7 (90,461) (87,691) (182,636)

Intangible asset impairment expense - - (45,363)

(223,778) (220,275) (508,714)

Earnings before interest, tax, depreciation, and amortisation 63,296 52,738 50,546


Depreciation and amortisation 7 (65,043) (65,449) (131,077)

Earnings before interest and tax (1,747) (12,711) (80,531)


Finance income 426 455 2,772

Finance expenses (13,504) (13,996) (26,901)

Finance costs (net) 7 (13,078) (13,541) (24,129)


(Loss) before income tax (14,825) (26,252) (104,660)


Income tax benefit 1,742 5,548 11,081


(Loss) after income tax (13,083) (20,704) (93,579)




(Loss) for the period attributable to:



Shareholders of the company


(13,922) (21,540) (95,058)

Non-controlling interest


839 836 1,479


Other comprehensive income that may be reclassified subsequently to (loss):

Movement in cash flow hedge reserve


(6,665) 4,380 2,116

Movement in foreign currency translation reserve


19,897 10,010 1,022

Other comprehensive income for the period, net of tax 13,232 14,390 3,138




Total comprehensive income/(loss) for the period 149 (6,314) (90,441)




Total comprehensive (loss) for the period attributable to:



Shareholders of the company


(1,064) (7,155) (91,875)

Non-controlling interest


1,213 841 1,434




Basic earnings per share


(2.0) cps (3.0) cps (13.4) cps

Diluted earnings per share


(2.0) cps (3.0) cps (13.4) cps

Weighted average basic ordinary shares outstanding (‘000) 711,667 711,667 711,667

Weighted average diluted ordinary shares outstanding (‘000)


735,848 727,269 730,386




KMD BRANDS LIMITED - INTERIM REPORT 2026


4


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY



Share

Capital

Cash Flow

Hedge

Reserve

Foreign

Currency

Translation

Reserve

Share

Based

Payments

Reserve

Other

Reserves

Retained

Earnings

Non-

controlling

Interest

Total

Equity




NZ$’000 NZ$’000 NZ$’000 NZ$’000 NZ$’000 NZ$’000 NZ$’000 NZ$’000


Balance as at 31 July 2024 629,383 1,684 23,019 824 (47) 125,067 5,748 785,678


(Loss)/profit after tax - - - - - (95,058) 1,479 (93,579)

Other comprehensive income - 2,116 1,067 - - - (45) 3,138

Dividends paid - - - - - - - -

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

Share based payment expense - - - 391 - - - 391

Deferred tax on share-based

payment transactions

- - - 45 - - - 45

Lapsed share options - - - (154) - 154 - -

Amounts transferred to initial

carrying amount of hedged items

- (4,450) - - - - - (4,450)

Dividends paid to non-controlling

interest

- - - - - - (1,281) (1,281)

Balance as at 31 July 2025 629,383 (650) 24,086 1,106 (47) 30,163 5,901 689,942


(Loss)/profit after tax - - - - - (13,922) 839 (13,083)

Other comprehensive income - (6,665) 19,523 - - - 374 13,232

Dividends paid - - - - - - - -

Share based payment expense - - - 302 - - - 302

Lapsed share options - - - (241) - 241 - -

Deferred tax on share-based

payment transactions

- - - 86 - - - 86

Amounts transferred to initial

carrying amount of hedged items

- (492) - - - - - (492)

Dividends paid to non-controlling

interest

- - - - - - (658) (658)

Balance as at 31 January 2026 629,383 (7,807) 43,609 1,253 (47) 16,482 6,456 689,329



KMD BRANDS LIMITED - INTERIM REPORT 2026


5


CONSOLIDATED BALANCE SHEET


Note Unaudited

As at

31 January

2026

Unaudited

As at

31 January

2025

Audited

As at

31 July

2025





NZ$’000 NZ$’000 NZ$’000

ASSETS


Current assets


Cash and cash equivalents


27,433 26,928 34,284

Trade and other receivables

9

79,997 79,147 92,291

Inventories

10

274,055 303,687 254,039

Derivative financial instruments 14 41 10,084 2,217

Current tax asset 9,151 16,302 3,594

Other current assets 1,290 2,084 1,263

Total current assets 391,967 438,232 387,688


Non-current assets

Trade and other receivables 9 2,585 2,376 2,614

Property, plant, and equipment 74,391 83,634 75,254

Intangible assets 11 647,864 671,136 626,099

Derivative financial instruments 14 68 - 123

Deferred tax assets 18,354 14,708 15,849

Right-of-use assets 12 246,454 261,592 243,025

Total non-current assets 989,716 1,033,446 962,964


Total assets 1,381,683 1,471,678 1,350,652


LIABILITIES

Current liabilities

Trade and other payables 174,838 190,208 188,670

Derivative financial instruments 14 9,948 16 2,225

Current tax liabilities 412 572 588

Lease liabilities 12 89,699 86,467 88,157

Total current liabilities 274,897 277,263 279,640


Non-current liabilities

Trade and other payables 22,875 17,051 23,488

Interest bearing liabilities 13 121,406 103,089 87,085

Deferred tax 74,759 88,855 70,864

Derivative financial instruments 248 - -

Lease liability 12 198,169 206,723 199,633

Total non-current liabilities 417,457 415,718 381,070


Total liabilities 692,354 692,981 660,710


Net assets 689,329 778,697 689,942


EQUITY

Contributed equity - ordinary shares 629,383 629,383 629,383

Reserves 37,008 40,330 24,495

Retained earnings 16,482 103,681 30,163

Non-controlling interest 6,456 5,303 5,901

Total equity 689,329 778,697 689,942


KMD BRANDS LIMITED - INTERIM REPORT 2026


6


CONSOLIDATED STATEMENT OF CASH FLOWS


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025








NZ$’000 NZ$’000 NZ$’000

Cash flows from operating activities


Cash was provided from:


Receipts from customers 519,815 480,804 986,964

Government grants received - 2 2

Interest received 426 455 948

Income tax received - 3 8,279

520,241 481,264 996,193

Cash was applied to:

Payments to suppliers and employees 478,853 417,350 832,950

Income tax paid 2,779 4,722 9,990

Interest paid 12,984 13,428 27,091

494,616 435,500 870,031


Net cash inflow from operating activities 25,625 45,764 126,162


Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant, and equipment - 35 120

- 35 120

Cash was applied to:

Purchase of property, plant, and equipment 8,648 7,784 13,132

Purchase of intangibles 4,484 6,321 11,446

13,132 14,105 24,578


Net cash (outflow) from investing activities (13,132) (14,070) (24,458)


Cash flows from financing activities

Cash was provided from:

Proceeds of borrowings 148,423 128,085 260,332

148,423 128,085 260,332

Cash was applied to:

Dividends paid 658 1,286 1,281

Repayment of borrowings 120,223 119,099 266,909

Repayment of lease liabilities 48,640 46,531 93,284

169,521 166,916 361,474


Net cash (outflow) from financing activities (21,098) (38,831) (101,142)


Net (decrease) / increase in cash held (8,605) (7,137) 562


Opening cash and cash equivalents 34,284 33,948 33,948

Effect of foreign exchange rates 1,754 117 (226)

Closing cash and cash equivalents 27,433 26,928 34,284



KMD BRANDS LIMITED - INTERIM REPORT 2026


7


RECONCILIATION OF NET (LOSS) AFTER TAXATION WITH CASH INFLOW FROM OPERATING ACTIVITIES


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000




(Loss) after income tax (13,083) (20,704) (93,579)


Movement in working capital:

(Increase) / decrease in trade and other receivables 16,549 10,412 (3,506)

(Increase) / decrease in inventories (8,503) (35,635) 11,359

(Increase) / decrease in other current assets 11 (46) 764

Increase / (decrease) in trade and other payables (23,286) 30,906 28,509

Increase / (decrease) in tax liability (6,024) (7,186) 5,490

(21,253) (1,549) 42,616

Add non-cash items:

Depreciation of property, plant, and equipment 11,386 11,907 23,346

Amortisation of intangibles 8,081 7,398 16,027

Depreciation of right-of-use assets 45,576 46,144 91,704

Impairment/ (reversal of impairment) of assets (1,467) 165 60,812

Foreign currency translation of working capital balances (6,250) 5,148 2,977

Movement in deferred taxation 1,503 (3,082) (18,282)

Employee share-based remuneration 302 226 391

Loss on disposal of property, plant, and equipment and intangibles 830 111 150

59,961 68,017 177,125


Cash inflow from operating activities 25,625 45,764 126,162



KMD BRANDS LIMITED - INTERIM REPORT 2026


8


1 GENERAL INFORMATION

KMD Brands Limited (the Company) and its subsidiaries (together the Group) is a designer, marketer, retailer and wholesaler

of apparel, footwear and equipment for surfing and the outdoors. It operates primarily in New Zealand, Australia, North

America, Europe, South East Asia and Brazil.

The Company is a limited liability company incorporated and domiciled in New Zealand. KMD Brands Limited is a company

registered under the Companies Act 1993 and is an FMC reporting entity under Part 7 of the Financial Markets Conduct Act

2013. The address of its registered office is 223 Tuam Street, Central Christchurch, Christchurch.

These consolidated interim financial statements have been approved for issue by the Board of Directors on 31 March 2026,

and have been reviewed, not audited.

2 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

These general-purpose consolidated interim financial statements for the six months ended 31 January 2026 have been

prepared in accordance with NZ IAS 34, Interim Financial Reporting. In complying with NZ IAS 34, these consolidated interim

financial statements also comply with IAS 34.

These consolidated interim financial statements do not include all the notes of the type normally included in an annual financial

report. Accordingly, this report should be read in conjunction with the audited consolidated financial statements of KMD Brands

Limited for the year ended 31 July 2025 which have been prepared in accordance with the New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

The Group is designated as a profit-oriented entity for financial reporting purposes. The consolidated interim financial

statements are presented in New Zealand dollars, which is the Group’s presentation currency.

3 PRIOR PERIOD RESTATEMENT

During the previous financial year the Group identified an error in the Rip Curl cost of sales and expense classification in the

previously reported consolidated interim financial statements for the half year ended 31 January 2025. Following an accounting

system change at the Group’s wetsuit manufacturer a mapping error was identified whereby certain production labour and

overhead costs were mapped to operating expenses rather than cost of sales. The error was corrected in the consolidated

financial statements for the year ended 31 July 2025, and has been corrected for the 31 January 2025 comparatives during the

current year. As a result, the prior period cost of sales increased by $2,477,000 with a corresponding decrease in gross profit,

$100,000 decrease in selling and marketing expenses and $2,377,000 decrease in administration and general expenses.

There was no impact on the consolidated balance sheet, consolidated statement of changes in equity, consolidated statement

of cash flows and earnings per share. Further, there was no impact on the Group’s EBITDA or net profit. The expenses note

has also been updated to correct the classification error.

4 ACCOUNTING POLICIES

The consolidated interim financial statements have been prepared using the same accounting policies and methods of

computation as those used in the audited consolidated financial statements of KMD Brands Limited for the year ended 31 July

2025.

Use of non-GAAP disclosures

At times non-Generally Accepted Accounting Practice (GAAP) disclosures have been used in the consolidated interim financial

statements. These disclosures have been included as they are key measurement criteria on which the Group and operating

segments are reviewed by the Group Chief Executive Officer, Group Executive Management team and the Board of Directors.

The following non-GAAP measures are relevant to the understanding of the Group's financial performance:

• Earnings before interest, tax, depreciation and amortisation (EBITDA) represents earnings before income taxes

excluding interest income, interest expense, depreciation, and amortisation, as reported in the consolidated interim

financial statements.

• Earnings before interest and tax (EBIT) represents EBITDA less depreciation and amortisation.

• Net debt represents cash and cash equivalents less interest-bearing liabilities. Net debt does not include lease

liabilities.

Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be

comparable to similar financial information presented by other entities. The non-GAAP information within the consolidated

interim financial statements is subject to review procedures.

New standards first applied in the period

There are no new standards first applied in the period.


KMD BRANDS LIMITED - INTERIM REPORT 2026


9


Standards, interpretations, and amendments to published standards that are not yet effective

NZ IFRS 18 Presentation and Disclosure in Financial Statements is applicable to the Group from 1 August 2027. NZ IFRS 18

will supersede NZ IAS 1 Presentation of Financial Statements and is intended to improve comparability and transparency in the

presentation of financial statements. The Group’s assessment of the impact remains ongoing.

There are no other standards or amendments published but not yet effective that are expected to have a significant impact.

5 CLIMATE CHANGE RISK

The Group’s operations may be impacted by future climate change. These impacts may be physical (e.g. severe or unusual

weather patterns and events) or transitional (e.g. changes to government regulations or customer and supplier needs and

demands).

The Group regularly assesses its operating environment to monitor its exposure to risk, including climate related risk.

Consideration has been given in these consolidated interim financial statements to the impact of future climate change on the

useful lives of the Group’s property, plant, and equipment, the inclusion of expected renewals in the lease term for right-of-use

assets, and the cost of sustainability linked loans. The identified climate-related risks and opportunities including both physical

and transitional impacts have been considered as part of the above accounting judgements and estimates.

In November 2025 the Group published its second Climate-Related Disclosure (CRD) prepared in accordance with the

Aotearoa New Zealand Climate Standards (NZ CS). The CRD covers the 12 month period ended 31 July 2025 and should be

read in conjunction with the Group’s financial year 2025 Annual Integrated Report.

6 SALES


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000

Sale of goods


499,609 465,599 978,805

Royalty revenue


5,246 5,032 9,326

Commission revenue


593 314 884

505,448 470,945 989,015

7 EXPENSES


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000

Restated

NZ$’000

Loss before tax includes the following expenses:


Depreciation of property, plant, and equipment


11,386 11,907 23,346

Amortisation of intangibles


8,081 7,398 16,027

Depreciation of right-of-use assets


45,576 46,144 91,704

Impairment/ (reversal of impairment) of assets


(1,467) 165 60,812

Employee entitlements expense


123,664 119,143 236,040

Rental expense


12,373 13,396 26,764


Finance costs



Interest income


(426) (455) (948)

Interest expense on interest bearing liabilities


4,603 4,882 9,665

Interest on lease liabilities


6,768 6,710 13,585

Other finance costs


1,925 1,791 3,651

Net exchange loss/ (gain) on foreign currency


208 613 (1,824)

13,078 13,541 24,129

Other finance costs relate to facility fees on banking arrangements.


KMD BRANDS LIMITED - INTERIM REPORT 2026


10


8 SEGMENTAL INFORMATION

The Group has three operating segments representing the brands owned by the Group and a Corporate segment. These

operating segments have been determined based on the reports reviewed by the Group Chief Executive Officer and Group

Executive Management team.

• Rip Curl - designer, manufacturer, wholesaler and retailer of surfing equipment and apparel.

• Kathmandu - designer, retailer and wholesaler of apparel, footwear and equipment for outdoor travel and adventure.

• Oboz - designer, wholesaler and online retailer of outdoor footwear.

The Corporate segment represents group costs, holding companies and consolidation eliminations and constitutes other

business activities that do not fall within the brand segments.

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

31 January 2026 Rip Curl Kathmandu Oboz Corporate Total


NZ$’000 NZ$’000 NZ$’000 NZ$’000 NZ$’000


Total segment sales 291,423 176,072 39,239 - 506,734

Sales to internal customers - - (1,286) - (1,286)

Sales to external customers 291,423 176,072 37,953 - 505,448

EBITDA 43,226 29,023 (947) (8,006) 63,296

Depreciation and amortisation (31,373) (33,208) (372) (90) (65,043)

EBIT 11,853 (4,185) (1,319) (8,096) (1,747)

Income tax benefit / (expense) (4,949) (3,096) 240 9,547 1,742


Total segment assets 716,329 577,082 72,831 15,441 1,381,683

Total assets include:

Non-current assets 494,415 456,267 37,560 1,474 989,716

Additions to non-current assets 46,457 50,068 4,969 (1,988) 99,506


Total segment liabilities 301,490 250,182 29,059 111,623 692,354


31 January 2025 Rip Curl Kathmandu Oboz Corporate Total


NZ$’000 NZ$’000 NZ$’000 NZ$’000 NZ$’000


Total segment sales 278,487 156,838 36,436 - 471,761

Sales to internal customers - (7) (809) - (816)

Sales to external customers 278,487 156,831 35,627 - 470,945

EBITDA 45,281 15,848 (2,223) (6,168) 52,738

Depreciation and amortisation (30,003) (34,575) (789) (82) (65,449)

EBIT 15,278 (18,727) (3,012) (6,250) (12,711)

Income tax benefit / (expense) (4,988) 5,011 596 4,929 5,548


Total segment assets 747,067 592,395 117,015 15,201 1,471,678

Total assets include:

Non-current assets 499,277 446,359 83,715 4,095 1,033,446

Additions to non-current assets 27,661 27,165 72 3,169 58,067


Total segment liabilities 325,826 244,748 30,273 92,134 692,981



KMD BRANDS LIMITED - INTERIM REPORT 2026


11


9 TRADE AND OTHER RECEIVABLES


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000


Current


Trade receivables


56,679 58,328 67,624


Allowance for expected credit losses


(3,549) (6,048) (3,954)


Prepayments


14,418 17,184 17,434


Other receivables


12,449 9,683 11,187




79,997 79,147 92,291



Non-current




Other debtors


2,585 2,376 2,614




10 INVENTORIES


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000




Raw materials and consumables


6,195 6,112 7,751


Work in progress


1,062 1,396 698


Trading inventory


232,825 245,058 216,800


Goods in transit


33,973 51,121 28,790




274,055 303,687 254,039




Inventory has been reviewed for obsolescence and a provision of $4,801,000 (January 2025: $5,361,000) has been made.



KMD BRANDS LIMITED - INTERIM REPORT 2026


12


11 INTANGIBLE ASSETS

Carrying value of intangible assets

The Group market capitalisation is materially below the carrying value of net assets. The Group has made a net loss after

income tax of $13,083,000 for the period but historically the second half of the financial year is more profitable and generates

more cash flow. Accordingly, the short-term results are not considered an indicator of impairment. In addition, our fair value

less costs of disposal model continue to provide sufficient headroom at both Group and Brand cash generating unit levels. The

consolidated interim financial statements do not include all intangible asset assessment information and disclosures required in

the annual consolidated financial statements therefore this note should be read in conjunction with the Group’s annual

consolidated financial statements as at 31 July 2025. No impairment exists as at 31 January 2026.


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000


Opening net book value

626,099 666,859 666,859

Net additions

4,579 7,674 22,491

Transfers

32 (13) 1,092

Amortisation

(8,081) (7,398) (16,027)

Impairment - - (45,363)

Exchange differences

25,235 4,014 (2,953)

Closing net book value

647,864 671,136 626,099

12 LEASES

Right-of-use assets

The movements in right of use assets were as follows:


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000


Opening net book value 243,025 262,571 262,571

Additions and modifications to right-of-use asset 40,498 42,608 86,318

Depreciation for the period (45,576) (46,144) (91,704)

(Impairment)/ reversal of impairment for the period 1,188 (165) (14,865)

Foreign exchange 7,319 2,722 705

Closing net book value 246,454 261,592 243,025


Lease liabilities

The movements in lease liabilities were as follows:


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000


Opening lease liabilities 287,790 294,176 294,176

Additions and modifications to lease liabilities 40,622 42,859 85,881

Interest expense on lease liabilities 6,768 6,710 13,585

Repayment of lease liabilities (including interest) (55,531) (53,491) (106,431)

Foreign exchange 8,219 2,936 579

Closing lease liabilities 287,868 293,190 287,790



KMD BRANDS LIMITED - INTERIM REPORT 2026


13


13 INTEREST BEARING LIABILITIES

Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000


Interest bearing liabilities


121,406 103,089 87,085


Group Facility Agreement

The Group has a multi-option syndicated facility, which consists of an AU$207 million multi-currency revolving facility and a

NZ$43 million multi-currency revolving facility. Both facilities are sustainability linked with targets such as reducing greenhouse

gas emissions, continued B Corp certification, and improving transparency within the Group supply chain, including the

wellbeing and labour conditions of workers, and environmental metrics. All facilities are repayable in full on 15 April 2027.

Interest is payable based on the BKBM rate (NZD borrowings), the BBSY rate (AUD borrowings), SOFR rate (US borrowings)

or the applicable short-term rate for interest periods less than 30 days, plus a margin of between 1.05% - 1.31%. The debt is

secured by the assets of the guaranteeing group in accordance with the Security Trust Deed dated 25 October 2019 as

amended 12 May 2023. The guaranteeing group comprises entities operating in New Zealand, Australia, North America and

the United Kingdom. The carrying value of the assets held by the guaranteeing group are $1,311,643,000 (January 2025:

$1,384,948,000).

The covenants entered into by the Group require specified calculations of Group earnings before interest, tax, depreciation and

amortisation (EBITDA) plus lease rental costs to exceed total fixed charges (net interest expense and lease rental costs) at half

year and year end reporting periods. EBITDA must be no less than a specified proportion of total net debt at half year and year

end reporting periods. The calculations of these covenants are specified in the bank facility agreement dated 25 October 2019

as amended from time to time.

In previous reporting periods the Group obtained the following covenant amendments for the 2026 interim period:

• A reduction of the fixed charge cover ratio.

• A total net debt cap was added to the leverage ratio covenant, which provided allowance on the leverage ratio to

exceed 2.5x EBITDA provided net debt at January 2026 was below $125,000,000.

The Group has complied with the banking covenants at all measurement points during the period.

The current interest rate, prior to hedging, on the syndicated facility loans is 3.88% - 4.96% (2025: 5.50% - 5.51%).


14 FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS


(a) Financial risk factors


The Group’s activities expose it to a variety of financial risks, market risk (including currency risk and interest rate risk), credit

risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and

seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial

instruments such as foreign exchange contracts and interest rate swaps to manage certain risk exposures. Derivatives are

exclusively used for economic hedging purposes, i.e. not as trading or other speculative instruments, however not all derivative

financial instruments qualify for hedge accounting.

Risk management is carried out based on policies approved by the Board of Directors. The Group treasury policy provides

written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk.

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

risk by actively managing working capital and ensuring flexibility in funding arrangements. Refer to note 13 for details of the

funding arrangements in place as at 31 January 2026.

The consolidated interim financial statements do not include all financial risk management information and disclosures required

in the annual consolidated financial statements; they should be read in conjunction with the Group’s annual consolidated

financial statements as at 31 July 2025. There have been no changes in the risk management department or in any risk.



KMD BRANDS LIMITED - INTERIM REPORT 2026


14


(b) Fair value estimation


The only financial instruments held by the Group that are measured at fair value are over-the-counter derivatives. These

derivatives have all been determined to be within level 2 (for the purposes of NZ IFRS 13) of the fair value hierarchy as all

significant inputs required to ascertain the fair value of these derivatives are observable.

There were no changes in valuation techniques during the period.

The following methods and assumptions were used to estimate the fair values for each class of financial instrument.

Trade debtors, trade creditors and bank balances

The carrying value of these items is equivalent to their fair value.

Term liabilities

The fair value of the Group's term liabilities is approximately carrying value.

Foreign exchange contracts and interest rate swaps

The forward foreign exchange contracts have been fair valued using forward exchange rates that are quoted in an active

market. Interest rate swaps are fair valued using forward interest rates extracted from observable yield curves. The effects of

discounting are insignificant for these derivatives.

Guarantees and overdraft facilities

The fair value of these instruments is estimated on the basis that management do not expect settlement at face value to arise.

The carrying value and fair value of these instruments is approximately nil. All guarantees are repayable on demand.


The following table presents the Group’s assets and liabilities that are measured at fair value at balance date:



Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000


Assets



Current derivative financial instruments assets


41

10,084

2,217

Non-current derivative financial instruments assets


68

-

123

Total assets


109

10,084

2,340


Liabilities





Current derivative financial instruments


9,948

16

2,225

Non-current derivative financial instruments


248

-

-

Total liabilities


10,196

16

2,225


15 COMMITMENTS

Capital commitments

Capital commitments contracted for at balance date are:


Unaudited

Six Months

Ended

31 January

2026

Unaudited

Six Months

Ended

31 January

2025

Audited

Year

Ended

31 July

2025



NZ$’000 NZ$’000 NZ$’000


Property, plant, and equipment


1,095

280

4,405

Intangible assets


1,750

1,443

8,800

Intangible asset commitments as at 31 January 2026 relate to various projects across the Group to upgrade information

technology software and systems.


KMD BRANDS LIMITED - INTERIM REPORT 2026


15


16 CONTINGENT LIABILITIES

The Group is subject to litigation incidental to its business, none of which is expected to be material. No material provision

has been made in the Group’s consolidated financial statements in relation to any current litigation and the Directors believe

that such litigation will not have a material effect on the Group’s consolidated financial position, results of operations or cash

flows. There are $2,559,000 of contingent liabilities as at 31 January 2026 (31 January 2025: nil , 31 July 2025: $2,659,000).


The most material contingent liability relates to ongoing discussions with the French customs duty authority in relation to the

customs value of imported goods. Based on legal advice a provision of €208,000 (31 January 2025: nil, 31 July 2025:

€150,000) has been recognised in relation to this matter. Management has assessed further aspects of this matter and

believes that the likelihood of any additional significant outflow of resources is possible but not probable, and accordingly, no

additional provision has been recognised. Based on currently available information, the potential financial impact of this

contingent liability could be in the range of zero to €1,300,000. The timing of any potential outflow is uncertain and dependent

on the resolution. The Group continues to monitor the matter as additional information becomes available.


17 CONTINGENT ASSETS

The Group has submitted an MDBI insurance claim arising from COVID public health authority mandates. The claim has been

lodged with the Group’s insurer and is currently under negotiation. Based on legal advice received to date and the terms of the

insurance policy, the directors consider it probable that economic benefits will be received by the Group from settlement of this

claim. However, at the reporting date the amount recoverable cannot yet be measured reliably, as negotiations are ongoing.

Accordingly, no asset has been recognised in these financial statements in respect of the insurance recovery, however, the

claim is considered material to the Group’s financial position. While management expects that a recovery is probable, the

timing and quantum of any settlement remains uncertain and will depend on the outcome of negotiations and agreement on the

extent of covered losses. The Group will recognise an insurance recovery only when its realisation becomes virtually certain, in

accordance with the requirements of NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets.


There are no other contingent assets as at 31 January 2026 (January 2025: nil).

18 RELATED PARTY DISCLOSURES

No amounts owed to related parties have been written off or forgiven during the period.

19 EVENTS OCCURRING AFTER BALANCE DATE

On 31 March 2026, the Group announced an approximately NZ$65.3 million equity raise, comprising:

• a fully underwritten placement of new fully paid ordinary shares to eligible institutional shareholders and new

institutional investors to raise approximately NZ$6.8 million; and

• a fully underwritten 1 for 0.73 pro-rata accelerated non-renounceable entitlement offer of new shares to eligible

shareholders to raise approximately NZ$58.5 million.

The offer will be conducted at an offer price of NZ$0.06 per share, representing a:

• 47.1% discount to the theoretical ex-rights price of NZ$0.111; and

• 69.2% discount to KMD’s closing price of NZ$0.195 on NZX on Wednesday 25 March 2026.

Approximately 1,087.8 million new shares are to be issued under the offer, representing approximately 152.8% of the existing

shares on issue.

The Group has also reached an agreement with its banking syndicate to renew its multi-option syndicated facility effective by

30 June 2026 subject to the Group receiving equity raise offer proceeds (net of fees and transaction costs) of NZ$50 million .

The renewed facility would consist of an up to AU$155 million multi-currency revolving facility and a up to NZ$29 million multi-

currency revolving facility with NZ $40 million expiring in 1 year and the remainder expiring in 2.5 years from the effective date

of renewal. The Group would also remain subject to fixed charge cover and leverage ratio covenants.

There are no other events after balance date which materially affect the information within the interim consolidated financial

statements.



KMD BRANDS LIMITED - INTERIM REPORT 2026


16


STATUTORY INFORMATION


GROUP STRUCTURE

KMD Brands Limited owns 100% of the following companies unless otherwise stated:

Kathmandu Group Limited

KMD Brands Investments Limited

KMD Brands Finance (NZ) Limited

KMD Brands Finance (AU) Limited

KMD Brands Managed Services (NZ) Limited

KMD Brands Managed Services (AU) Pty Limited

Kathmandu Limited

Kathmandu Pty Limited

Kathmandu (U.K. ) Limited

Kathmandu US Holdings LLC

Oboz Footwear LLC

Barrel Wave Holdings Pty Ltd

Rip Curl Group Pty Ltd

Rip Curl International Pty Ltd

PT Jarosite

Rip Curl Pty Ltd

Onsmooth Thai Co Ltd

Rip Curl (Thailand) Ltd (G roup owns 50%)

Ozmosis Pty Ltd

Rip Curl Japan Co., Ltd

Curl Retail No 1. Pty Ltd

RC Surf NZ Limited

Rip Curl Finance Pty Ltd

Rip Curl Europe S.A.S

Rip Curl Spain S.A.U

Rip Curl Suisse S.A.R.L

Rip Surf - Artigos De Desporto, Unipessoal, LDA

Rip Curl UK Ltd

KMD Brands Italy SRL

KMD Brands Germany GmbH

Rip Curl Nordic AB

Rip Curl Inc

Rip Curl Canada Inc

Rip Curl Brazil LTDA


DIRECTORS’ DETAILS

David Kirk Chairman

Brent Scrimshaw Managing Director and Group CEO

Philip Bowman Non-Executive Director

Andrea Martens Non-Executive Director

Abigail Foote Non-Executive Director

Zion Armstrong Non-Executive Director


EXECUTIVES’ DETAILS

Brent Scrimshaw Managing Director and Group CEO


DIRECTORY

The details of the Company’s principal administrative and registered office in New Zealand are:


223 Tuam Street

Christchurch Central

PO Box 1234

Christchurch 8011



KMD BRANDS LIMITED - INTERIM REPORT 2026


17


SHARE REGISTRY


In New Zealand: MUFG Corporate Markets


Physical Address: Level 30, PWC Tower

15 Customs Street West

Auckland 1010

New Zealand


Postal Address: PO Box 91976

Auckland, 1142

New Zealand


Investor enquiries: +64 9 375 5998

Email address: enquiries.nz@cm.mpms.mufg.com

Internet address: www.mpms.mufg.com



In Australia: MUFG Corporate Markets


Physical Address: Level 10, Tower 4

727 Collins Street

Melbourne VIC 3008

Australia


Postal Address: Locked Bag A14

Sydney, South NSW 1235

Australia


Investor enquiries: +61 1300 554 474 (toll free within Australia)

Email address: support@cm.mpms.mufg.com

Internet address: www.mpms.mufg.com



STOCK EXCHANGES

The Company’s shares are listed on the New Zealand Exchange (NZX) and on the Australian Securities Exchange (ASX) as

foreign exempt listing.


INCORPORATION

The Company is incorporated in New Zealand.




© 2026 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited,

a private English company limited by guarantee. All rights reserved.

Document classification: KPMG Confidential


Independent Auditor’s Review

Report


To the shareholders of KMD Brands Limited (G roup)

Report on the interim consolidated financial statements

Conclusion

Based on our review, nothing has come to our

attention that causes us to believe that the interim

consolidated financial statements on pages 3 to 15

do not:

‒ present fairly, in all material respects, the

Group’s financial position as at 31 January

2026 and its financial performance and cash

flows for the 6 month period then ended and

comply with New Zealand Equivalent to

International Accounting Standard 34

Interim Financial Reporting (NZ IAS 34)

issued by the New Zealand Accounting

Standards Board.


We have completed a review of the accompanying

interim consolidated financial statements which

comprise:

‒ the interim consolidated balance sheet as at

31 January 2026;

‒ the interim consolidated statements of

comprehensive income, changes in equity

and cash flows for the 6 month period then

ended; and

‒ notes, including material accounting policy

information.


Basis for conclusion

We conducted our review of the interim consolidated financial statements in accordance with NZ SRE 2410

(Revised) Review of Financial Statements Performed by the Independent Auditor of the Entity (NZ SRE 2410

(Revised). Our responsibilities are further described in the Auditor's responsibilities for the review of the interim

consolidated financial statements section of our report.

We are independent of KMD Brands Limited in accordance with the relevant ethical requirements in New

Zealand relating to the audit of the annual financial statements and we have fulfilled our other ethical

responsibilities in accordance with these ethical requirements.

Our firm has provided other services to the Group in relation to reasonable assurance and agreed upon

procedures in respect of bank covenant compliance and store revenue certificates. Subject to certain restrictions,

partners and employees of our firm may also deal with the Group on normal terms within the ordinary course of

trading activities of the business of the Group. These matters have not impaired our independence as auditor of

the Group. The firm has no other relationship with, or interest in, the Group.


Use of this Independent Auditor’s Review Report

This report is made solely to the shareholders. Our review work has been undertaken so that we might state to

the shareholders those matters we are required to state to them in the Independent Auditor’s Review Report and

for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the shareholders for our review work, this report, or any of the conclusions we have formed.

Responsibilities of Directors for the interim consolidated financial

statements

The Directors on behalf of the Group are responsible for:

‒ the preparation and fair presentation of the interim consolidated financial statements in accordance with

NZ IAS 34; and

‒ For such internal control as Directors determine is necessary to enable the preparation of interim

consolidated financial statements that are free from material misstatement, whether due to fraud or

error.

Auditor's responsibilities for the review of the interim consolidated

financial statements

Our responsibility is to express a conclusion on the interim consolidated financial statements based on our

review.

NZ SRE 2410 (Revised) requires us to conclude whether anything has come to our attention that causes us to

believe that the interim consolidated financial statements, taken as a whole, are not prepared, in all material

respects, in accordance with NZ IAS 34.

A review of the interim consolidated financial statements in accordance with NZ SRE 2410 (Revised) is a limited

assurance engagement. The auditor performs procedures, consisting of making enquiries, primarily of persons

responsible for financial and accounting matters, and applying analytical and other review procedures.

The procedures performed in a review are substantially less than those performed in an audit conducted in

accordance with International Standards on Auditing (New Zealand) and consequently does not enable us to

obtain assurance that we would become aware of all significant matters that might be identified in an audit.

Accordingly, we do not express an audit opinion on the interim consolidated financial statements.

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


For and on behalf of:


KPMG

Christchurch

31 March 2026

---

Results announcement
KMD BRANDS LIMITED W kmdbrands.com


Results for announcement to the market

Name of issuer KMD Brands Limited

Reporting Period 6 months to 31 January 2026

Previous Reporting Period 6 months to 31 January 2025

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$505,448 7.3%

Total Revenue $505,448 7.3%

Net profit/(loss) from continuing

operations

($13,083) 36.8%

Total net profit/(loss) ($13,083) 36.8%

Interim Dividend

Amount per Quoted Equity

Security

NIL

Imputed amount per Quoted

Equity Security

NIL

Record Date N/A

Dividend Payment Date N/A

Current period Prior comparable period

Net tangible assets per Quoted

Equity Security

$0.03 $0.13

A brief explanation of any of the

figures above necessary to

enable the figures to be

understood

The interim results are based on accounts which have been subject to

review. Refer to accompanying unaudited financial statements.

Authority for this announcement

Name of person


authorised to

make this announcement

Frances Blundell

Contact person for this

announcement

Frances Blundell

Contact phone number +64 3 968 6110

Contact email address companysecretary@kmdbrands.com

Date of release through MAP


Tuesday 31

st

March 2026


Unaudited financial statements accompany this announcement.

---

KMD Brands Limited
Offer Document

1 for 0.73 Accelerated Renounceable

Entitlement Offer of New Shares

Tuesday 31 March 2026

This Offer Document is an important document. You should read the entire document before deciding what

action to take with respect to your Entitlement. This Offer Document may not be distributed or released in the

United States. The distribution of this Offer Document outside of New Zealand and Australia may be restricted

by law. If you come into possession of this Offer Document, you should observe the offering restrictions

contained in this document and should seek your own advice on those restrictions.

Not for distribution or release in the United States


CONTENTS

IMPORTANT NOTICE 1

PART 1: LETTER FROM THE CHAIR 4

PART 2: OFFER AT A GLANCE 6

PART 3: IMPORTANT DATES 8

PART 4: DETAILS OF THE ENTITLEMENT OFFER 11

PART 5: GLOSSARY 22

PART 6: DIRECTORY 27



1

IMPORTANT NOTICE

General Information

The Offer is made under the exclusion in clause 19 of

Schedule 1 of the FMCA and pursuant to the

provisions of section 708AA of the Corporations Act

(as notionally modified by ASIC Corporations (Non-

Traditional Rights Issues) Instrument 2016/84 and

ASIC Instrument 19-0895).

This Offer Document is not a product disclosure

statement or other disclosure document for the

purposes of the FMCA, the Corporations Act or any

other law, has not been lodged with the Registrar of

Financial Service Providers or ASIC, and does not

contain all of the information that an investor would

find in a product disclosure statement or other

disclosure document, or which may be required in

order to make an informed investment decision

about the Offer or KMD.

Additional Information Available Under KMD’s

Continuous Disclosure Obligations

KMD is subject to continuous disclosure obligations

under the NZX Listing Rules. You can find market

releases by KMD at nzx.com and at asx.com.au under

the code “KMD”.

KMD may, during the period of the Offer, make

additional releases to the NZX and the ASX. To the

maximum extent permitted by law, no release by

KMD to the NZX or the ASX will permit an applicant

under the Offer to withdraw any previously

submitted application without KMD’s prior consent.

Offering Restrictions

This Offer Document does not constitute an offer,

advertisement or invitation in any place in which, or

to any person to whom, it would not be lawful to

make such an offer, advertisement or invitation.

This Offer Document may not be sent or given to any

person who is not an Eligible Shareholder or an

Institutional Investor in circumstances in which the

Offer or distribution of this Offer Document would

be unlawful. The distribution of this Offer Document

(including an electronic copy) outside New Zealand

or Australia may be restricted by law. In particular,

this Offer Document may not be distributed to any

person, and the New Shares may not be offered or

sold, in any country outside of New Zealand or

Australia except to Institutional Investors or as KMD

may otherwise determine in compliance with

applicable laws.

This Offer Document and any accompanying NZX or

ASX announcements do not constitute an offer to

sell, or the solicitation of an offer to buy, any

securities in the United States or in any other

jurisdiction in which, or to any person to whom, such

an offer would be illegal.

The Entitlements and the New Shares have not been,

and will not be, registered under the US Securities

Act. Accordingly, the Entitlements may not be taken

up by, and the New Shares may not be offered or

sold to, any person in the United States except in

transactions exempt from, or not subject to, the

registration requirements of the US Securities Act

and the applicable securities laws of any state or

other jurisdiction of the United States.

Further details on the offering restrictions that apply

are set out in Part 4 of this Offer Document. If you

come into possession of this Offer Document, you

should observe any such restrictions. Any failure to

comply with such restrictions may contravene

applicable securities law. KMD disclaims all liability

to such persons.

Future Performance

This Offer Document includes certain “forward-

looking statements” about KMD and the

environment in which KMD operates, such as

indications of, and guidance on, future earnings and

financial position and performance. Forward-looking

information is inherently uncertain and subject to

contingencies, known and unknown risks and

uncertainties and other factors, many of which are

outside of KMD’s control, and may involve significant

elements of subjective judgement and assumptions

as to future events which may or may not be correct.

A number of important factors could cause actual

results or performance to differ materially from

forward-looking statements. No assurance can be

given that actual outcomes or performance will not

materially differ from the forward-looking

statements. The forward-looking statements are

based on information available to KMD as at the

date of this Offer Document. Except as required by

law or regulation (including the NZX Listing Rules),

KMD undertakes no obligation to provide any

additional or updated information whether as a



2

result of new information, future events or results or

otherwise.

KMD is exposed to risks that may not be anticipated

or are outside its control, its risk management

framework may not operate effectively or there may

be unforeseen challenges in executing on KMD’s

strategic objectives. If any of KMD’s risk

management processes and procedures prove

ineffective or inadequate, or are otherwise not

appropriately implemented, KMD could suffer

unexpected losses and reputational damage which

could adversely affect KMD’s business and financial

performance.

Investors are therefore strongly cautioned not to

place undue reliance on forward-looking statements.

Investors are also encouraged to carefully consider

the risk disclosures made in the Investor

Presentation.

Changes to the Offer

Subject to the NZX Listing Rules and applicable law,

KMD reserves the right to alter the dates set out in

this Offer Document. Additionally and subject to

applicable law, KMD reserves the right to withdraw

all or any part of the Offer (either generally or in

particular cases) and the issue of New Shares at any

time before the Allotment Date at its absolute

discretion.

No Guarantee

No guarantee is provided by any person in relation

to the New Shares to be issued pursuant to the

Offer. Likewise, no warranty is provided with regard

to the future performance of KMD or any return on

any investments made pursuant to the Offer.

Disclaimer

The Joint Lead Managers and Underwriters have not

been responsible for the preparation of, and to the

maximum extent permitted by law accept no liability

in connection with, this Offer Document.

Decision to Participate in the Offer

The information in this Offer Document does not

constitute a recommendation to acquire or invest in

New Shares nor does it amount to financial product

advice. This Offer Document has been prepared

without taking into account the particular needs or

circumstances of any investor, including an

investor’s investment objectives, financial or tax

position. You should conduct your own independent

review, investigation and analysis of the Shares the

subject of the Offer. You should obtain any

professional advice you require to evaluate the

merits and risks of an investment in KMD before

making any investment decision based on your

investment objectives. Participation in the Offer is

optional.

Underwriters and Joint Lead Managers

None of the Underwriters or Joint Lead Managers,

nor any of their respective affiliates or the officers,

directors, partners, representatives, employees,

agents or advisers of any of them have authorised,

permitted or caused the issue, lodgment,

submission, dispatch or provision of this Offer

Document.

Each Underwriter and Joint Lead Manager, together

with their respective affiliates, is a full-service

financial institution engaged in various activities,

which may include trading, financing, financial

advisory, investment management, investment

research, principal investment, hedging, market

making, brokerage and other financial and non-

financial activities and services. In the ordinary

course of their business activities and services, the

Underwriters, Joint Lead Managers and their

respective affiliates may make or hold a broad array

of investments and actively trade debt and equity

securities (or related derivative securities) and

financial instruments (including bank loans) for their

own account and for the accounts of their clients,

customers and/or counterparties. Such investments

and securities and financial instruments activities

and services may involve securities and/or

instruments of KMD and/or its affiliates. The

Underwriters, Joint Lead Managers and/or their

respective affiliates may also make investment

recommendations and/or publish or express

independent research views in respect of such

securities or financial instruments and may hold, or

recommend to clients or counterparties that they

acquire, long and/or short positions in such

securities and instruments.

The Underwriters and Joint Lead Managers, in

conjunction with their respective affiliates, are

acting as the joint lead managers and underwriters

of both the Placement and Entitlement Offer. The

Underwriters and Joint Lead Managers are acting for

and providing services to KMD in relation to the

Placement and the Entitlement Offer and will not be

acting for or providing services to KMD’s employees,

shareholders or creditors. The Underwriters and

Joint Lead Managers have been engaged solely as

independent contractors and are acting solely in a

contractual relationship on an arm’s length basis



3

with KMD. The engagement of the Underwriters and

Joint Lead Managers by KMD is not intended to

create any agency or other relationship between the

Underwriters or the Joint Lead Managers and KMD

or its employees, shareholders or creditors. An

affiliate of Goldman Sachs New Zealand Limited is

also acting as financial adviser to KMD in relation to

its analysis and consideration of KMD's and its

affiliates' capital structure. In connection with these

roles and activities, the Underwriters, Joint Lead

Managers and their respective affiliates may earn

fees, generate profits, be exposed to losses, be

reimbursed expenses and benefit from

indemnification.

In connection with the Placement, Institutional

Entitlement Offer, Institutional Bookbuild and/or the

Retail Bookbuild, one or more Institutional Investors

may elect to acquire an economic interest in the

New Shares, instead of subscribing for or acquiring

the legal or beneficial interest in those securities.

Each Underwriter (or its affiliates) may, for its own

account, write derivative transactions with those

investors relating to the New Shares to provide the

economic interest, or otherwise acquire New Shares

in connection with the writing of those derivative

transactions in the Placement, Institutional

Entitlement Offer, Institutional Bookbuild, Retail

Bookbuild and/or the secondary market. As a result

of those transactions, each Underwriter (or its

affiliates) may be allocated, subscribe for or acquire

New Shares or securities of KMD in the Placement,

Institutional Entitlement Offer, Institutional

Bookbuild, Retail Bookbuild and/or the secondary

market, including to hedge those derivative

transactions, as well as hold long or short positions

in those securities. These transactions may, together

with other securities in KMD acquired by an

Underwriter or its affiliates in connection with their

ordinary course sales and trading, principal investing

and other activities, result in an Underwriter or its

affiliates disclosing a substantial holding and earning

fees.

Privacy

Any personal information provided by Eligible

Shareholders via the online application will be held

by KMD or the Registrar at the addresses set out in

the Directory.

KMD and the Registrar may store your personal

information in electronic format, including in online

storage or on a server or servers which may be

located in New Zealand or overseas. The

information will be used for the purposes of

administering your investment in KMD.

This information will only be disclosed to third

parties with your consent or if otherwise required or

permitted by law. Under the New Zealand Privacy

Act 2020 and Australian Privacy Act 1988 (Cth), you

have the right to access and correct any personal

information held about you.

Enquiries

Enquiries about the Offer can be directed to an NZX

Firm, or your solicitor, accountant or other

professional adviser. If you have any questions

about the number of New Shares shown in your

Application Form, or how to apply online, please

contact the Registrar.

Defined Terms

Capitalised terms used in this Offer Document have

the specific meaning given to them in the Glossary of

this Offer Document.


4

PART 1: LETTER FROM THE CHAIR

Tuesday 31 March 2026

Dear KMD Shareholder,

The Directors of KMD Brands (KMD) are pleased to offer you the opportunity to participate in an

accelerated renounceable entitlement offer to raise approximately NZ$58.5m of new equity. In conjunction

with the Entitlement Offer, KMD will be conducting a placement to raise approximately NZ$6.8 million.

At our Investor Day in September last year, we launched our three-year ‘Next Level’ transformation

strategy to unlock the full potential of our iconic brand portfolio and deliver sustainable, profitable growth.

Six months since the Investor Day, we have seen clear momentum, with strong progress across key

strategic initiatives:

• A return to growth across all brands in 1H FY26

• Effective gross margin management alongside reduced inventory and improved mix

• Cost savings tracking above target for FY26

This progress reinforces our conviction in the Next Level strategy. We are undertaking an equity raise to

strengthen KMD’s balance sheet and focus on strategy execution.

We believe KMD has a solid foundation to build from, with a portfolio of purpose-driven brands in

attractive technical categories and a diversified footprint across geographies, channels and seasons. With

recent performance reflecting early progress, we see a clear pathway to deliver consistent growth and

improved margins as we continue to execute our strategy.

The Directors of KMD remain confident in our ability to deliver sustainable, profitable growth and maximise

long-term shareholder value, with this equity raise supporting the next phase of progress.

Reflecting their commitment to KMD, I am pleased to confirm that all Directors of KMD who are

shareholders have indicated they will participate pro rata in the Offer. Philip Bowman and I have also

confirmed we will apply for at least twice the level of our pro rata entitlement in the AREO.

Alongside the equity raise announcement, I am pleased to share our first half FY26 trading update and

reiterate our outlook for FY26:

Trading update

• Direct-to-consumer same store sales (including online) for the first six full weeks of the second half

from Monday 2 February to Sunday 15 March 2026

1

in a seasonally non-significant trading period:

o Kathmandu +11.1% YOY, combined with gross margin improvement YOY of c. +50 basis points

(+0.5% of sales).

o Rip Curl +1.2% YOY.


1

Sales and gross profit results for the six full trading weeks from Monday 2 February to Sunday 15 March 2026 are sourced

from BI reports and measured at constant currency YOY.



5

Outlook

• Given early momentum in its Next Level turnaround strategy and despite a challenging global consumer

operating environment, KMD remains focused on delivering continued performance improvement

compared to prior year.

• Kathmandu continued its recent sales momentum in the first 6 weeks of 2H FY26, with the key Autumn

and Winter trading periods still to come. Kathmandu are also on track to achieve gross margin

expansion YOY in 2H FY26, with consumers responding positively to improved product flow and

assortment.

• Rip Curl and Oboz wholesale order books for 2H FY26 are in line with last year, with the Europe and

North America summer season to come. Gross margin expansion is anticipated YOY in 2H FY26,

reflecting actions taken to offset the US tariffs, and cycling specific clearance of inventory in the second

half of last year.

• Group underlying operating expenses

2

as a % of sales are forecasted to improve YOY, showing progress

towards mid-term targets. Underlying operating expenses

2

for the full year are planned to be broadly

flat YOY on a constant currency basis (before any FY26 management incentives). The year-on-year

impact of global currency fluctuation is expected to have a significant impact on underlying operating

expenses (1H FY26 half-year impact $9.1 million as shown in the appendices of the full Investor

Presentation released to NZX and ASX together with this Offer Document). The Group remains on track

to achieve its Next Level strategic cost reset savings, helping to offset cost inflation, and deliver

moderated re-investment to drive Next Level strategic growth opportunities.

• KMD expects to deliver further EBITDA margin expansion in FY26.

• KMD continues to focus on the optimisation of its store network as part of the Next Level integrated

marketplace strategy. Capital expenditure for FY26 is targeted to be at the lower end of the guided

range (approximately $25 million).

• KMD continues to target a leverage ratio of <0.5x Net Debt / EBITDA by end of FY27.

In conjunction with the equity raise, KMD has secured commitments from lenders for a new up to 2.5-year

financing facility, providing access to sufficient liquidity and stable capital structure to support the next

phase of our strategy.

On behalf of the Directors of KMD, thank you for your continued support and we welcome your

consideration of, and participation in, the Entitlement Offer.


Yours sincerely,


David Kirk

KMD Board Chair


2

The impacts of IFRS 16, restructuring, software as a service accounting, the notional amortisation of customer relationships,

impairment and onerous contacts are excluded from Underlying results. Refer to Appendix A of the full Investor Presentation

released to NZX and ASX together with this Offer Document for a reconciliation of Statutory to Underlying results.



6

PART 2: OFFER AT A GLANCE

Issuer KMD Brands Limited

The Offer KMD is undertaking an equity raising comprising the Placement to raise NZ$6.8

million together with this Entitlement Offer, which is structured as an accelerated

renounceable entitlement offer, to raise approximately NZ$58.5 million.

Institutional Entitlement Offer and Retail Entitlement Offer

The Entitlement Offer is a pro rata offer of 1 New Share for every 0.73 Existing

Shares held by an Eligible Shareholder at 7.00pm (NZDT) on the Record Date,

with fractional entitlements being rounded down to the nearest whole share.

A shorter offer period will apply to Eligible Institutional Shareholders, with the

Institutional Entitlement Offer and the Placement conducted over two Business

Days.

Eligible Shareholders who do not take up all of their Entitlement will have their

current shareholding diluted as a result of the issue of New Shares. Furthermore,

as a consequence of the Placement, Eligible Shareholders who do take up their

Entitlement in full will be diluted if they do not receive any New Shares under the

Placement or do not receive sufficient New Shares in the Institutional Bookbuild

or Retail Bookbuild (see below).

Institutional Bookbuild and Retail Bookbuild

Entitlements will not be quoted on the NZX Main Board or the ASX and cannot be

traded on the NZX Main Board or the ASX or otherwise privately transferred.

New Shares not taken up by Eligible Shareholders, or attributable to Ineligible

Shareholders, will be offered for sale through Bookbuilds run by the Joint Lead

Managers.

There will be a Bookbuild for the Institutional Entitlement Offer (the Institutional

Bookbuild) and a separate Bookbuild for the Retail Entitlement Offer (the Retail

Bookbuild).

Eligible Retail Shareholders who take up their Entitlement in full may apply for

additional New Shares in the Retail Bookbuild at the Clearing Price.

Any Premium realised for New Shares in the Bookbuilds will be paid (net of any

applicable withholding tax) to Ineligible Shareholders and Eligible Shareholders

who do not take up all of their Entitlements, in proportion to their holdings of the

Entitlements offered under the Bookbuilds (Ineligible Shareholders will be

deemed to hold the Entitlement they would have received if they were an

Eligible Shareholder for the purpose of calculating the amount of any such

Premium payable to them).

There is no guarantee that there will be any Premium realised for the New Shares

offered for sale in the Bookbuilds, and the Premium realised (if any) in the

Institutional Bookbuild may be different from the Premium realised (if any) in the

Retail Bookbuild.

Placement In conjunction with the Entitlement Offer, KMD will conduct a Placement to

Institutional Investors to raise approximately NZ$6.8 million. The New Shares

issued under the Placement will be issued at the Offer Price.

New Shares issued to participants in the Placement will not be eligible to

participate in the Entitlement Offer.

Offer Price NZ$0.06 (or the A$ Price) per New Share.



7

Existing Shares

currently on issue

711,667,484 Existing Shares.

Maximum number

of New Shares being

offered under the

Offer

1,087,752,410 New Shares (subject to rounding).

Offer size The approximate amount to be raised under the Offer is NZ$65.3 million.

New Shares The same class as, and ranking equally with, Existing Shares.

Eligible Retail

Shareholders

You are an Eligible Retail Shareholder if, as at 7.00pm (NZDT) on the Record Date,

you are recorded in KMD’s share register as a Shareholder and:

(a) your address is shown in KMD’s share register as being in New Zealand or

Australia; or

(b) KMD considers, in its discretion, you may be treated as an Eligible Retail

Shareholder,

and you are not in the United States or an Institutional Shareholder.

How to apply Eligible Retail Shareholders

Applications must be made online at kmd.rightsoffer.co.nz

Eligible Institutional Shareholders

KMD and the Underwriters will contact Eligible Institutional Shareholders to

advise them of the terms and conditions of participation in the Entitlement Offer

and confirm their application process.

Underwriting The Offer is fully underwritten by the Underwriters.




8

PART 3: IMPORTANT DATES

3


INSTITUTIONAL ENTITLEMENT OFFER, PLACEMENT AND INSTITUTIONAL BOOKBUILD

This timetable is relevant to participants in the Institutional Entitlement Offer, Placement and Institutional

Bookbuild. Eligible Retail Shareholders should refer to the important dates for the Retail Entitlement Offer

and Retail Bookbuild set out on the following page.

Key Event Date

Voluntary suspension continued on the NZX Main

Board and the ASX

Tuesday 31 March 2026

Institutional Entitlement Offer and Placement opens Tuesday 31 March 2026

Institutional Entitlement Offer and Placement closes Wednesday 1 April 2026

Institutional Bookbuild opens Wednesday 1 April 2026

Institutional Bookbuild closes Wednesday 1 April 2026

Record Date 7.00pm (NZDT) or 5.00pm (AEDT) Wednesday 1 April 2026

Announce results of Institutional Entitlement Offer,

Placement and Institutional Bookbuild

Announce A$ Price

Trading recommences on the NZX Main Board and

ASX

Before market open, Thursday 2 April 2026

Settlement of Institutional Entitlement Offer and

Placement on ASX

Friday 10 April 2026

Settlement of Institutional Entitlement Offer and

Placement on the NZX Main Board and

commencement of trading of allotted New Shares

on the NZX Main Board and ASX

Monday 13 April 2026




3

The dates set out in the tables (and any references to them in this Offer Document) are subject to change and are

indicative only. All times and dates refer to New Zealand time (unless otherwise specified). KMD reserves the

right to amend the timetable (including by extending the closing dates for the Offer or accepting late applications,

either generally or in particular cases) subject to the NZX Listing Rules. Any extension of the closing dates for the

Offer will have a consequential effect on the issue date of New Shares.



9

RETAIL ENTITLEMENT OFFER AND RETAIL BOOKBUILD

This timetable is relevant to participants in the Retail Entitlement Offer and Retail Bookbuild. Eligible

Institutional Shareholders should refer to the important dates for the Institutional Entitlement Offer,

Placement and Institutional Bookbuild on the previous page.

Key Event Date

Record Date 7.00pm (NZDT) or 5.00pm (AEDT) Wednesday 1 April 2026

Announce A$ Price Thursday 2 April 2026

Expected despatch of Entitlement letters Tuesday 7 April 2026

Retail Entitlement Offer opens Tuesday 7 April 2026

Retail Entitlement Offer closes at 5.00pm (NZST) or

3.00pm (AEST) (last day for online applications)

Thursday 16 April 2026

Announce results for Retail Entitlement Offer Tuesday 21 April 2026

Trading halt commences on the NZX Main Board

and ASX (pre-market open)

Retail Bookbuild opens

Tuesday 21 April 2026

Retail Bookbuild closes Tuesday 21 April 2026

Announce results for Retail Bookbuild

Trading recommences on NZX Main Board and ASX

(pre-market open)

Wednesday 22 April 2026

Settlement of Retail Entitlement Offer and Retail

Bookbuild on the ASX

Monday 27 April 2026

Settlement of Retail Entitlement Offer and Retail

Bookbuild on the NZX Main Board

Tuesday 28 April 2026

Allotment of Retail Entitlement Offer and Retail

Bookbuild on the NZX Main Board and ASX

Tuesday 28 April 2026

Commencement of trading of allotted New Shares

on the NZX Main Board

Tuesday 28 April 2026

Commencement of trading of allotted New Shares

on the ASX

Wednesday 29 April 2026

Despatch of holding statements for New Shares

issued under the Retail Entitlement Offer and Retail

Bookbuild

By Wednesday 29 April 2026

Refund Payment for any scaling under the Retail

Bookbuild

By Tuesday 5 May 2026



10

Key Event Date

Payment of any Premium achieved in the Retail

Bookbuild to holders of any Unexercised Retail

Entitlements

By Tuesday 5 May 2026

Eligible Retail Shareholders should apply via the online application process as soon as possible. No cooling-

off rights apply to applications submitted under the Entitlement Offer and once an application is submitted,

it cannot be withdrawn without KMD’s prior consent.




11

PART 4: DETAILS OF THE ENTITLEMENT OFFER

THE ENTITLEMENT OFFER

The Entitlement Offer is an offer of New Shares to Eligible Shareholders under a pro rata accelerated

renounceable entitlement offer. Under the Entitlement Offer, Eligible Shareholders are entitled to

subscribe for 1 New Share for every 0.73 Existing Shares held at 7.00pm (NZDT) on the Record Date. The

New Shares will be the same class as, and will rank equally with, Existing Shares which are quoted on the

NZX Main Board and ASX. KMD will take any necessary steps to ensure that the New Shares are,

immediately after issue, quoted on the NZX Main Board and ASX.

If you are an Eligible Shareholder you may take up all, part or none of your Entitlement. If you are an

Eligible Shareholder and you do not take up all of your Entitlement, your current shareholding in KMD will

be diluted as a result of the issue of New Shares.

In conjunction with the Entitlement Offer, KMD will be conducting the Placement whereby, in addition to

the Entitlement Offer, 112,865,446 New Shares will be offered to eligible Institutional Investors (which may

include Eligible Institutional Shareholders and ASX Brokers or NZX Firms acting on behalf of retail clients) to

raise approximately NZ$6.8 million (before costs). New Shares issued under the Placement will be issued at

the Offer Price. New Shares issued to participants in the Placement will not be eligible to participate in the

Entitlement Offer.

In aggregate, KMD expects to raise a total of approximately NZ$65.3 million through the Offer (before

costs), issuing an anticipated 1,087,752,410 New Shares (subject to rounding). Both the Entitlement Offer

and the Placement are fully underwritten by the Underwriters.

By participating in the Entitlement Offer, you represent and warrant that:

• you are an Eligible Shareholder or an Institutional Investor;

• you have not sent, and will not send, this Offer Document or any other offer materials outside Australia

and New Zealand or to any person in the United States, except custodians and nominees may distribute

this Offer Document to beneficial shareholders who are Institutional Investors in the Permitted

Jurisdictions excluding the United States;

• you understand that the offer and sale of Entitlements and New Shares have not been, and will not be,

registered under the US Securities Act or the securities laws of any state or other jurisdiction of the

United States, and Entitlements may not be taken up by, and New Shares may not be offered or sold to,

any person in the United States except in transactions exempt from, or not subject to, the registration

requirements of the US Securities Act and the applicable securities laws of any state or other

jurisdiction of the United States; and

• you acknowledge that, if you decide to sell or otherwise transfer any New Shares, you will only do so in

standard (regular way) brokered transactions on the NZX Main Board or ASX, where neither you nor

any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged

with, or that the purchaser is, a person in the United States.

OFFER PRICE

The Offer Price is NZ$0.06 (or the A$ Price) per New Share.



12

The A$ Price will be announced on Thursday 2 April 2026. The A$ Price will be set by KMD taking into

account the NZ$:A$ exchange rate published by the Reserve Bank of New Zealand on its website on

Tuesday 31 March 2026.

The Offer Price must be paid in full on application. Payment of the Offer Price for the Retail Entitlement

Offer must be made in accordance with the online application process. Eligible Retail Shareholders who

take up their Entitlement in full may apply for additional New Shares in the Retail Bookbuild at the Clearing

Price, which will not be known at the time of application. Therefore, those Eligible Retail Shareholders will

apply for a dollar amount of New Shares in the Retail Bookbuild in accordance with the online application

process.

If your address is shown in KMD’s share register as being in New Zealand, the Offer Price can be paid in

New Zealand dollars. If your address is shown in KMD’s share register as being in Australia, the Offer Price

can be paid in Australian dollars. Any New Shares (including additional New Shares) issued to you will be

issued on the branch register on which you currently hold the Existing Shares to which your Entitlement

relates.

KMD may accept late applications and application monies, but it has no obligation to do so. KMD may

accept or reject (at its discretion) any online application which it considers is not completed correctly and

may correct any errors or omissions in the online application.

An application may not be withdrawn without KMD’s prior consent once submitted.

Application monies received will be held in a trust account with the Registrar until the corresponding New

Shares are allotted or the application monies are refunded. Interest earned on the application monies will

be for the benefit, and remain the property, of KMD and will be retained by KMD whether or not the issue

of New Shares takes place. Any refunds of application monies, including due to scaling, (without interest)

will be made within 10 Business Days of allotment (or the date that the decision not to accept an

application is made, as the case may be).

WITHDRAWAL

Subject to KMD’s compliance with all applicable laws, KMD reserves the right to withdraw the Entitlement

Offer at any time at its absolute discretion. If the Entitlement Offer is withdrawn, all applicable application

monies will be refunded, without interest, to the relevant Shareholder.

PURPOSE OF THE EQUITY RAISE

Proceeds from the Offer will be used to reduce KMD’s net debt position and strengthen the balance sheet,

and in conjunction with the refinanced debt facility provide a stable balance sheet to enable execution of

KMD’s next level strategy.

THE PLACEMENT

Overview of the Placement

In conjunction with the Entitlement Offer, KMD will be conducting the Placement whereby, in addition to

the Entitlement Offer, 112,865,446 New Shares will be offered to selected Institutional Investors (which

may include Eligible Institutional Shareholders and ASX Brokers or NZX Firms acting on behalf of retail

clients) and other invited participants at the discretion of KMD to raise approximately NZ$6.8 million

(before costs). The price per New Share issued under the Placement will be the Offer Price. New Shares

issued to participants in the Placement will not be eligible to participate in the Entitlement Offer.



13

THE INSTITUTIONAL ENTITLEMENT OFFER

Overview of the Institutional Entitlement Offer

KMD is offering Eligible Institutional Shareholders the opportunity to subscribe for 1 New Share for every

0.73 Existing Shares held as at 7.00pm (NZDT) on the Record Date, at an Offer Price of NZ$0.06. This ratio

and the Offer Price are the same as for the Retail Entitlement Offer.

The Institutional Entitlement Offer opens on Tuesday 31 March 2026 and closes on Wednesday 1 April 2026

(subject to KMD’s right to modify these dates or times).

Entitlements will not be quoted on the NZX Main Board or the ASX and cannot be traded on the NZX Main

Board or the ASX or privately transferred. Ineligible Institutional Shareholders and Eligible Institutional

Shareholders who have not taken up their full Entitlement may receive some value in respect of their

Unexercised Institutional Entitlements if a Premium is achieved under the Institutional Bookbuild. There is

no guarantee that any Premium will be achieved, and any Premium achieved in the Institutional Bookbuild

may be different from any Premium achieved in the Retail Bookbuild.

Eligibility under the Institutional Entitlement Offer

The Institutional Entitlement Offer is only open to Eligible Institutional Shareholders. KMD will determine

the Shareholders who will be treated as Eligible Institutional Shareholders for the purpose of determining

the Shareholders to whom an offer of New Shares will be made under the Institutional Entitlement Offer.

In exercising its discretion, KMD may have regard to a number of matters, including legal and regulatory

requirements and logistical and registry constraints. KMD will determine which Shareholders will be

treated as Ineligible Institutional Shareholders. To the maximum extent permitted by law, the Joint Lead

Managers, Underwriters, KMD and each of their respective shareholders, directors, officers, employees,

agents and advisers disclaim any duty or liability (including for negligence) in respect of such determination

or exercise of such discretion.

If you sell any Shares (and that sale settles) prior to 7.00pm (NZDT) on the Record Date, then the

Entitlements attributable to those Shares will accrue to the holder of those Shares as at 7.00pm (NZDT) on

the Record Date. If you acquire Shares (and that acquisition settles) after the Record Date, you will not

receive any Entitlements in relation to those Shares.

KMD reserves the right to reject any application for New Shares under the Institutional Entitlement Offer

that it considers comes from a person who is not an Eligible Institutional Shareholder.

Acceptance of Entitlement under the Institutional Entitlement Offer

KMD and the Joint Lead Managers may seek to contact Eligible Institutional Shareholders to inform them of

the terms and conditions of participation in the Institutional Entitlement Offer and seek confirmation of

their Entitlement under the Offer. Applications for New Shares by Eligible Institutional Shareholders can

only be made by contact with the Joint Lead Managers.

Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible

Institutional Shareholder is entitled under its Entitlement will, in the case of fractions of New Shares, be

rounded down to the nearest whole number. Applications in excess of an Eligible Institutional

Shareholder’s Entitlement will not be accepted.

The Institutional Bookbuild

New Shares that are attributable to Unexercised Institutional Entitlements will be offered under the

Institutional Bookbuild to Institutional Investors (which may include Eligible Institutional Shareholders

whether or not they took up their full Entitlement under the Institutional Entitlement Offer and ASX

Brokers or NZX Firms acting on behalf of retail clients).



14

The Institutional Bookbuild is expected to take place on Wednesday 1 April 2026. The Clearing Price under

the Institutional Bookbuild will be equal to or above the Offer Price.

The proceeds from each New Share issued under the Institutional Bookbuild (if any) will be paid as follows:

• KMD will receive the Offer Price for all New Shares issued under the Institutional Bookbuild; and

• any Premium achieved in the Institutional Bookbuild will be paid to:

o each Eligible Institutional Shareholder who did not take up their Entitlement in full (with respect to

the part of the Entitlement they did not take up only); and

o each Ineligible Institutional Shareholder (who will be deemed to hold the Entitlement they would

have received if they were an Eligible Institutional Shareholder for the purpose of calculating the

amount of any such Premium payable to them),

in proportion to their holdings of Unexercised Institutional Entitlements.

Allocations of New Shares under the Institutional Bookbuild will be determined by the Joint Lead Managers

in consultation with KMD.

Settlement of the Institutional Entitlement Offer and the Institutional Bookbuild

Settlement of the Institutional Entitlement Offer and the Institutional Bookbuild will occur on the

Institutional Settlement Date in accordance with arrangements advised by the Joint Lead Managers. Each

investor remains responsible for ensuring its own compliance with the Takeovers Code and other applicable

legislation.

THE RETAIL ENTITLEMENT OFFER

Overview of the Retail Entitlement Offer

KMD is offering Eligible Retail Shareholders the opportunity to subscribe for 1 New Share for every 0.73

Existing Shares held as at 7.00pm (NZDT) on the Record Date, at an Offer Price of NZ$0.06 per New Share

(or the A$ Price). This ratio and the Offer Price are the same as for the Institutional Entitlement Offer.

Eligible Retail Shareholders can view the Offer Document and the Application Form, which details their

Entitlement, online and submit an application online at kmd.rightsoffer.co.nz. Eligible Retail Shareholders

may take up all, part, or none of their Entitlement.

The Retail Entitlement Offer opens on Tuesday 7 April 2026 and closes at 5.00pm (NZST) on Thursday 16

April 2026 (subject to KMD’s right to modify these dates or times).

Entitlements will not be quoted and cannot be traded on the NZX Main Board, the ASX or privately

transferred. Ineligible Retail Shareholders and Eligible Retail Shareholders who have not taken up their full

Entitlement may receive some value in respect of their Unexercised Retail Entitlements if a Premium is

achieved under the Retail Bookbuild. There is no guarantee that any Premium will be achieved, and any

Premium achieved in the Retail Bookbuild may be different from any Premium achieved in the Institutional

Bookbuild.

Eligibility under the Retail Entitlement Offer

The Retail Entitlement Offer is only open to Eligible Retail Shareholders.

The Retail Entitlement Offer does not constitute an offer to any person who is not an Eligible Retail

Shareholder (including any Institutional Shareholder or an Ineligible Retail Shareholder). In particular,

Shareholders who are in the United States are not eligible to participate in the Retail Entitlement Offer.



15

Any person allocated New Shares under the Institutional Entitlement Offer, Institutional Bookbuild or

Placement is not able to participate in the Retail Entitlement Offer in respect of those New Shares.

KMD reserves the right to reject any application for New Shares under the Retail Entitlement Offer that it

considers comes from a person who is not an Eligible Retail Shareholder.

Acceptance of Entitlement under the Retail Entitlement Offer

Applications for New Shares by Eligible Retail Shareholders can only be made via an online application at

kmd.rightsoffer.co.nz.

Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible

Retail Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be rounded

down to the nearest whole number.

Eligible Retail Shareholders are not obliged to subscribe for any or all of the New Shares to which they are

entitled under the Offer. They may take up all, part or none of their Entitlement.

Any nominee or custodian who takes up an Entitlement in the Retail Entitlement Offer (and therefore

applies for New Shares) on behalf of a person outside Australia and New Zealand will be deemed to have

represented and warranted to KMD that such person is an Institutional Investor in a Permitted Jurisdiction

or such other jurisdiction approved by KMD, taking into account applicable securities laws.

The Retail Bookbuild

New Shares that are attributable to Unexercised Retail Entitlements will be offered under the Retail

Bookbuild to Eligible Retail Shareholders who have taken up their full Entitlement under the Retail

Entitlement Offer and applied for additional New Shares and Institutional Investors (which may include

Eligible Institutional Shareholders whether or not they took up their full Entitlement under the Institutional

Entitlement Offer and ASX Brokers or NZX Firms acting on behalf of retail clients).

The Retail Bookbuild is expected to take place on Tuesday 21 April 2026. The Clearing Price under the

Retail Bookbuild will be equal to or above the Offer Price.

The proceeds from each New Share issued under the Retail Bookbuild (if any) will be paid as follows:

• KMD will receive the Offer Price for all New Shares issued under the Retail Bookbuild; and

• any Premium achieved in the Retail Bookbuild will be paid to:

o each Eligible Retail Shareholder who did not take up their Entitlement in full (with respect to the

part of the Entitlement they did not take up only); and

o each Ineligible Retail Shareholder (who will be deemed to hold the Entitlement they would have

received if they were an Eligible Retail Shareholder for the purpose of calculating the amount of

any such Premium payable to them),

in proportion to their holdings of Unexercised Retail Entitlements.

Eligible Retail Shareholders may only participate in the Retail Bookbuild by applying for New Shares in

excess of their Entitlement at the Clearing Price, via an online application at kmd.rightsoffer.co.nz at the

same time that they make their application to take up their Entitlement in full. Institutional Investors may

participate in the Retail Bookbuild by contacting the Joint Lead Managers who will provide details as to the

process to be undertaken in relation to the Retail Bookbuild.



16

Allocations, and any necessary scaling of applications for additional New Shares by Eligible Shareholders,

under the Retail Bookbuild will be determined by the Joint Lead Managers in consultation with KMD, with

the objectives of allocations and scaling including treating Eligible Retail Shareholders fairly and taking into

account their pro-rata allocation across the Entitlement Offer.

If applications for additional New Shares are scaled, Eligible Retail Shareholders may not receive any or all

of the additional New Shares they have applied and paid for. If such scaling occurs, any Offer Price paid in

excess of the number of New Shares received will be refunded without interest (subject to a minimum

refund amount of NZ$5.00).

Payment of Premium

Any Premium will be paid (net of any applicable withholding tax) in either New Zealand dollars or, for those

Shareholders with a nominated bank account in Australian dollars or who have a registered address in

Australia and do not have a New Zealand bank account, at the prevailing A$:NZ$ exchange rate, to their

nominated bank account as noted in KMD’s share register. That exchange rate may be different from the

exchange rate used to set the A$ Price. No interest will be paid in respect of any Premium payable.

NOMINEES

If you hold Existing Shares as nominee for more than one person, then you may (depending on the nature

of each such person) be an Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible

Retail Shareholder or Ineligible Retail Shareholder with regard to the Entitlement of each such person.

Nominees who hold Shares on behalf of persons in the United States are not eligible to participate on

behalf of those persons.

Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees and custodians with

registered addresses in Permitted Jurisdictions, irrespective of whether they participated under the

Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of

some or all of the beneficiaries on whose behalf they hold Existing Shares, provided that the applicable

beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

Nominees and custodians who hold Shares as nominees or custodians will receive a letter from KMD.

Nominees and custodians should consider carefully the contents of that letter and note in particular that

the Retail Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement

Offer in respect of:

• beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible

Retail Shareholder;

• Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement

Offer (whether they accepted their Entitlement or not);

• Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement

Offer; or

• Shareholders who are not eligible under all applicable securities laws to receive an offer under the

Retail Entitlement Offer.

In particular, nominees and custodians who hold Shares on behalf of persons outside Australia and New

Zealand are not eligible to participate on behalf of those persons, and may not take up Entitlements on

behalf of, or send any documents relating to the Retail Entitlement Offer to, any such person except for any



17

beneficial shareholder of KMD outside Australia and New Zealand that is an Institutional Investor in another

Permitted Jurisdiction (excluding the United States) or as KMD may otherwise consent.

OVERSEAS SHAREHOLDERS

The Entitlement Offer is only open to Eligible Shareholders and persons that KMD is satisfied can otherwise

participate in the Entitlement Offer in compliance with all applicable laws. KMD has determined that it

would be unduly onerous to extend the Retail Entitlement Offer to Ineligible Retail Shareholders and the

Institutional Entitlement Offer to Ineligible Institutional Shareholders because of the small number of such

Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable

legal requirements in jurisdictions outside New Zealand or Australia.

The distribution of this Offer Document (including an electronic copy) outside New Zealand or Australia

may be restricted by law. In particular, this Offer Document may not be distributed or released in the

United States. Any failure to comply with such restrictions may contravene applicable securities law. KMD

disclaims all liability to such persons.

International Offer Restrictions

This Offer Document does not constitute an offer of New Shares in any jurisdiction in which it would be

unlawful. In particular, this Offer Document may not be distributed to any person, and the Entitlements and

New Shares may not be offered or sold, in any country outside New Zealand and Australia except to the

extent permitted below.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies

(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised

by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance

(Cap. 571) of the Laws of Hong Kong (the SFO).

No action has been taken in Hong Kong to authorise or register this document or to permit the distribution

of this document or any documents issued in connection with it. Accordingly, the New Shares have not

been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the

SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has

been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is

directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if

permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are

or are intended to be issued or sold only to persons outside Hong Kong or only to professional investors.

No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an

offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are

advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document,

you should obtain independent professional advice.

Norway

This document has not been, and will not be, registered with or approved by Finanstilsynet (the Financial

Supervisory Authority of Norway) and it does not constitute a prospectus under the Prospectus Regulation

(Regulation (EU) 2017/1129) (the Prospectus Regulation) or the Norwegian Securities Trading Act of 29 June

2007 no. 75. Accordingly, this document may not be made available, nor may the New Shares be offered

for sale, directly or indirectly, in Norway other than under circumstances that are exempted from the



18

prospectus requirements under the Prospectus Regulation and the Norwegian Securities Trading Act. Any

offering of New Shares in Norway is limited to persons who are "qualified investors" as defined in the

Prospectus Regulation. Only such persons may receive this document and they may not distribute it or the

information contained in it to any other person.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged

or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this

document and any other document or materials in connection with the offer or sale, or invitation for

subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New

Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether

directly or indirectly, to persons in Singapore except (i) to an institutional investor (as defined in Section 4A

of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the SFA))

pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA)

pursuant to and in accordance with the conditions specified in Section 275 of the SFA. This document has

been given to you on the basis that you are (i) an "institutional investor" or (ii) an "accredited investor". In

the event that you are not an investor falling within any of the categories set out above, please return this

document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any

other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire the

New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to

resale restrictions in Singapore and comply accordingly.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the

Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of the Public

Offers and Admissions to Trading Regulations 2024 (the POATRs) and Prospectus Rules: Admission to

Trading on a Regulated Market sourcebook of the FCA Handbook) has been published or is intended to be

published in respect of the New Shares.

This document is issued on a confidential basis to "qualified investors" (as defined in paragraph 15 of

Schedule 1 to the POATRs) in the United Kingdom, and the New Shares may not be offered or sold in the

United Kingdom by means of this document, any accompanying letter or any other document, except in

circumstances falling within an exemption set out in Schedule 1 to the POATRs. This document should not

be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients

to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the

Financial Services and Markets Act 2000, as amended (FSMA)) received in connection with the issue or sale

of the New Shares has only been communicated or caused to be communicated and will only be

communicated or caused to be communicated in the United Kingdom in circumstances in which section

21(1) of the FSMA does not apply to KMD.

In particular, this document is being distributed only to, and is directed at, persons who are qualified

investors (as specified above) (i) who have professional experience in matters relating to investments

falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000

(Financial Promotions) Order 2005 (FPO), (ii) who fall within the categories of persons referred to in Article

49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it

may otherwise be lawfully communicated (together Relevant Persons). The investment to which this

document relates is available only to Relevant Persons. Any person who is not a Relevant Person should not

act or rely on this document.



19

United States

This document may not be distributed or released in the United States. This document does not constitute

an offer to sell, or a solicitation of an offer to buy, any securities in the United States.

The offer and sale of an Entitlement and the New Shares have not been, and will not be, registered under

the US Securities Act. An Entitlement may not be taken up by, and the New Shares may not be offered or

sold to, any person in the United States except in transactions exempt from, or not subject to, the

registration requirements of the US Securities Act and the applicable securities laws of any state or other

jurisdiction of the United States. Accordingly, an Entitlement may only be taken up by, and the New Shares

may only be offered and sold to, outside the United States, eligible investors, in each case, in “offshore

transactions” in reliance on Regulation S. There will be no public offering of the Entitlement and New

Shares in the United States.

UNDERWRITING AGREEMENT

KMD has requested the Underwriters to underwrite the Offer and the Underwriters have agreed to do so

on the terms set out in the Underwriting Agreement. This means that the Underwriters will subscribe at

the Offer Price for any New Shares that are not subscribed for under the Placement or by Eligible

Shareholders under the Offer in accordance with the terms of the Underwriting Agreement. A summary of

the principal terms of the Underwriting Agreement is set out immediately below:

• The Underwriters have the power to appoint sub-underwriters.

• The Underwriters will be paid an agreed fee for their services in connection with the Offer.

• The Underwriting Agreement contains termination events, representations, warranties and indemnities

that are customary for an offer of this nature.

• The Underwriters may terminate their obligations under the Underwriting Agreement in certain

circumstances, including where on or before the Allotment Date for the Retail Entitlement Offer:

o KMD is prevented from allotting Shares pursuant to the Placement or the Entitlement Offer by any

applicable laws or as a result of an order or judgment of a Court or regulatory authority;

o a statement in this Offer Document, the Investor Presentation or otherwise published in

connection with the Entitlement Offer is or becomes false, misleading or deceptive or likely to

mislead or deceive (including by omission) in any material adverse respect, or such materials

otherwise fail to comply with laws applicable to the Entitlement Offer in any material respect;

o the S&P/NZX 50 Index or ASX 200 Index declines by a specified percentage over a prescribed time

period;

o an insolvency event occurs in relation to KMD or any of its subsidiaries;

o a material adverse event, or any event or development which is likely to give rise to a material

adverse event, occurs in relation to the Entitlement Offer, or other certain specified matters;

o a representation or warranty contained in the Underwriting Agreement on the part of KMD is

incorrect, untrue or misleading (and, if capable of remedy, is not remedied within three business

days after notice of the breach is given to the Underwriters by KMD) or there is a breach of the

Underwriting Agreement by KMD that has, or is likely to have, a material adverse effect on the

Entitlement Offer, Placement or other certain specified matters; or



20

o an external event, such as a material or fundamental change in financial, economic and political

conditions in certain countries or financial markets, occurs which is likely to have a material adverse

effect on the Entitlement Offer, Placement or other certain specified matters.

• KMD has indemnified the Underwriters, their Affiliates and their respective directors, officers, partners,

employees, representatives, shareholders, advisers and agents against certain losses sustained,

suffered or incurred, arising out of or in connection with the Offer, the allotment of the New Shares or

the Underwriting Agreement.

• For a period commencing on the date of the Underwriting Agreement and ending six months after the

Allotment Date for the Retail Entitlement Offer, KMD and its subsidiaries must carry on their business

in the ordinary course and must not, without the prior written consent of the Underwriters:

o offer for sale or accept offers for any Shares or other equity securities issued by KMD;

o allot or issue any Shares or other equity securities of KMD (whether preferential, redeemable,

convertible or otherwise);

o issue or grant any right or option that entitles the holder to call for the issue of Shares or other

equity securities in KMD or that is otherwise convertible into, exchangeable for or redeemable by

the issue of, Shares or other equity securities by KMD;

o create any debt instrument or other obligation which may be convertible into, exchangeable for or

redeemable by, the issue of Shares or other equity securities by KMD;

o otherwise enter into any agreement whereby any person may be entitled to the allotment and

issue of any Shares or other equity securities by KMD; or

o make any announcement of an intention to do any of the above,

other than pursuant to the Placement or the Entitlement Offer, or under KMD’s existing employee

incentive plans; or

o dispose of or charge, or agree to dispose of or charge, the whole or any substantial part of its

business; or

o enter into any commitment or arrangement which is or may be material in the context of the

Placement or Entitlement Offer, the underwriting or the quotation of the New Shares on the NZX

and ASX.

TERMS AND RANKING OF NEW SHARES

New Shares will rank equally with, and have the same voting rights, dividend rights and other entitlements

as, Existing Shares in KMD quoted on the NZX Main Board and ASX. Entitlements will not be quoted and

cannot be traded on the NZX Main Board, ASX or privately transferred. KMD will take any necessary steps

to ensure that the New Shares are, immediately after issue, quoted on the NZX Main Board and ASX.

DIVIDEND POLICY

The board of KMD has determined that KMD does not currently have a dividend policy.



21

NZX

The New Shares have been accepted for quotation by NZX and will be quoted on the NZX Main Board upon

completion of allotment procedures. The NZX Main Board is a licensed market under the FMCA. However,

NZX accepts no responsibility for any statement in this Offer Document. It is expected that trading on the

NZX Main Board of the New Shares issued under:

• the Placement, Institutional Entitlement Offer and Institutional Bookbuild will commence on Monday

13 April 2026; and

• the Retail Entitlement Offer and Retail Bookbuild will commence on Tuesday 28 April 2026.

ASX

An application has or will be made to ASX for quotation of the New Shares issued under the Offer and KMD

expects that the New Shares will be quoted upon completion of allotment procedures. It is expected that

trading on ASX of the New Shares issued under:

• the Placement, Institutional Entitlement Offer and Institutional Bookbuild will commence on Monday

13 April 2026; and

• the Retail Entitlement Offer and the Retail Bookbuild will commence on Wednesday 29 April 2026.

ASX accepts no responsibility for any statement in this Offer Document. The fact that ASX may approve the

New Shares for quotation is not to be taken in any way as an indication of the merits of KMD. Holding

statements for New Shares allotted under the Offer will be issued and mailed as soon as practicable after

allotment. Applicants under the Offer should ascertain their allocation before trading in the New Shares.

Applicants under the Offer can do so by contacting the Registrar, whose contact details are set out in the

Directory.

Applicants selling New Shares prior to receiving a holding statement do so at their own risk. Neither KMD

nor any other person accepts any liability or responsibility should any person attempt to sell or otherwise

deal with New Shares before the holding statement showing the number of New Shares allotted to an

applicant is received by the applicant for those New Shares.




22

PART 5: GLOSSARY

Term Definition

A$ Price The Australian dollar equivalent of NZ$0.06 based on the NZ$:A$ exchange

rate published by the Reserve Bank of New Zealand on its website at 3.00pm

(NZDT) on 31 March 2026, which is expected to be announced by KMD on 2

April 2026.

Allotment Date In respect of the:

o Institutional Entitlement Offer and Institutional Bookbuild, Monday 13

April 2026; and

o Retail Entitlement Offer and Retail Bookbuild, Tuesday 28 April 2026.

Application Form The online application form available at kmd.rightsoffer.co.nz that details an

Eligible Shareholder’s Entitlement.

ASIC The Australian Securities and Investments Commission.

ASX ASX Limited or the market it operates (as the context requires).

ASX Broker Any ASX participating organisation.

Bookbuild The Institutional Bookbuild or the Retail Bookbuild.

Business Day Has the meaning given to that term in the NZX Listing Rules.

Corporations Act The Australian Corporations Act 2001 (Cth).

Clearing Price The price determined:

(a) in respect of the Institutional Bookbuild, through the Institutional

Bookbuild process; and

(b) in respect of the Retail Bookbuild, through the Retail Bookbuild

process,

which may be equal to or above the Offer Price.

Eligible Institutional

Shareholder

A person who, as at 7.00pm (NZDT) on the Record Date, was recorded in

KMD’s share register as being a Shareholder and:

(a) is an Institutional Investor in a Permitted Jurisdiction; or

(b) is a person in another jurisdiction who KMD is satisfied the Institutional

Entitlement Offer may be made to under all applicable laws without

the need for any registration, lodgement or other formality (other than

a formality with which KMD is willing to comply),

and is invited to participate in the Institutional Entitlement Offer.

Eligible Retail

Shareholder

A person who, as at 7.00pm (NZDT) on the Record Date, was recorded in

KMD’s share register as being a Shareholder and:

(a) whose address is shown in KMD’s share register as being in New

Zealand or Australia; or



23

Term Definition

(b) who KMD considers, in its discretion, may be treated as an Eligible

Retail Shareholder under all applicable securities laws to receive an

offer of New Shares under the Entitlement Offer,

and who is not in the United States or an Institutional Shareholder.

Eligible Shareholder An Eligible Retail Shareholder or an Eligible Institutional Shareholder.

Entitlement A right to subscribe for 1 New Share for every 0.73 Existing Shares held at

7.00pm (NZDT) on the Record Date at the Offer Price, issued pursuant to the

Offer.

Entitlement Offer The accelerated pro rata renounceable entitlement offer of New Shares

detailed in this Offer Document, comprising the Institutional Entitlement

Offer, the Institutional Bookbuild, the Retail Entitlement Offer and the Retail

Bookbuild.

Existing Share A Share on issue at 7.00pm (NZDT) on the Record Date.

FMCA The Financial Markets Conduct Act 2013.

Ineligible Institutional

Shareholder

A person who, as at 7.00pm (NZDT) on the Record Date, is a registered holder

of Existing Shares and is not an Institutional Investor but who, if the

Shareholder had an address recorded in KMD’s share register that was in New

Zealand, Australia, Hong Kong, Norway, Singapore or the United Kingdom,

would in the opinion of KMD be an Institutional Investor (but for clarity,

excluding any person that is treated as an Institutional Investor under

paragraph (g) in the definition of Institutional Investor).

Ineligible Retail

Shareholder

A Shareholder who is not an Institutional Shareholder or an Eligible Retail

Shareholder.

Ineligible Shareholder A Shareholder other than an Eligible Shareholder.

Institutional Bookbuild

The Bookbuild process conducted by the Joint Lead Managers under which

New Shares attributable to Unexercised Institutional Entitlements are offered

to Institutional Investors (which may include Eligible Institutional

Shareholders, whether or not they took up their full Entitlement under the

Institutional Entitlement Offer and ASX Brokers or NZX Firms acting on behalf

of retail clients).

Institutional

Entitlement Offer

The offer of New Shares to Eligible Institutional Shareholders under the

Entitlement Offer.

Institutional Investor A person:

(a) in New Zealand:

(i) in relation to the Institutional Entitlement Offer, who KMD

considers is a “wholesale investor” as defined in the FMCA; and

(ii) in relation to the Placement, the Institutional Bookbuild or the

Retail Bookbuild who the Joint Lead Managers invite to



24

Term Definition

participate in the Placement, Institutional Bookbuild or the

Retail Bookbuild (as the case may be)

(b) in Australia, who KMD considers is a person to whom an offer of shares

for issue may lawfully be made without a formal disclosure document

under Part 6D.2 of the Corporations Act (as notionally modified by any

applicable regulatory instrument), in accordance with the applicable

exemptions in sections 708(8) (sophisticated investors), 708(10)

(experienced investors) or 708(11) (professional investors) of the

Corporations Act;

(c) in Hong Kong, who KMD considers is a “professional investor” as

defined in the Securities and Futures Ordinance of Hong Kong, Chapter

571 of the Laws of Hong Kong;

(d) in Norway, who KMD considers is a “professional client”, as that term is

defined in Norwegian Securities Trading Act of 29 June 2007 no. 75

(Section 10-6);

(e) in Singapore, who KMD considers is an “institutional investor” or an

“accredited investor” (as such terms are defined in the Securities and

Futures Act 2001, Chapter 289 of Singapore);

(f) in the United Kingdom, who KMD considers is a “qualified investor”

within the meaning of paragraph 15 of Schedule 1 to the Public Offers

and Admissions to Trading Regulations 2024; and within the categories

of persons referred to in Article 19(5) (investment professionals) or

Article 49(2)(a) to (d) (high net worth companies, unincorporated

associations, etc.) of the United Kingdom Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005, as amended; or

(g) to whom KMD is satisfied the Offer may be made to under all

applicable laws without the need for any registration, lodgement or

other formality (other than a formality with which KMD is willing to

comply).

Institutional Settlement

Date

The date of settlement of New Shares under the Institutional Entitlement

Offer, expected to be Monday 13 April 2026 on NZX and Friday 10 April 2026

on ASX.

Institutional

Shareholder

Eligible Institutional Shareholders and Ineligible Institutional Shareholders.

Investor Presentation

The presentation dated 31 March 2026 in relation to KMD and the Offer titled

“Creating a stronger KMD Brands”.

Joint Lead Managers Goldman Sachs New Zealand Limited and Forsyth Barr Limited.

New Share

A Share in KMD offered under the Offer of the same class as, and ranking

equally in all respects with, KMD’s quoted Shares at the Allotment Date.

NZX NZX Limited.

NZX Firm An entity designated as an NZX Firm under the Participant Rules of NZX.



25

Term Definition

NZX Listing Rules

The listing rules of NZX in relation to the NZX Main Board in force from time to

time, read subject to any applicable rulings or waivers.

NZX Main Board The main board financial product market operated by NZX.

Offer The Placement together with the Entitlement Offer.

Offer Document This document.

Offer Price NZ$0.06 (or the A$ Price) per New Share.

Permitted Jurisdictions Australia, New Zealand, Hong Kong, Norway, Singapore, and the United

Kingdom.

Placement The approximately NZ$6.8 million fully underwritten placement to certain

Institutional Investors (which may include Eligible Institutional Shareholders

and ASX Brokers or NZX Firms acting on behalf of retail clients) invited to

participate in that placement by the Joint Lead Managers.

Premium The amount per New Share, if any, by which the Clearing Price in the Retail

Bookbuild or the Institutional Bookbuild (as applicable) exceeds the Offer

Price.

Record Date Wednesday 1 April 2026.

Registrar MUFG Pension & Market Services (NZ) Limited.

Retail Bookbuild The Bookbuild process conducted by the Joint Lead Managers under which

New Shares attributable to Unexercised Retail Entitlements are offered to

Eligible Retail Shareholders who have taken up their full Entitlement under

the Retail Entitlement Offer and applied for additional New Shares, and

Institutional Investors (which may include Eligible Institutional Shareholders

whether or not they took up their full Entitlement under the Institutional

Entitlement Offer and ASX Brokers or NZX Firms acting on behalf of retail

clients).

Retail Entitlement Offer The offer of New Shares at the Offer Price to Eligible Retail Shareholders.

Share A fully paid ordinary share in KMD.

Shareholder A registered holder of Shares.

KMD KMD Brands Limited.

Takeovers Code The Takeovers Code set out in the schedule to the Takeovers Regulations

2000.

Underwriters Goldman Sachs New Zealand Limited and Forsyth Barr Group Limited.

Underwriting

Agreement

The agreement entered into between KMD, the Joint Lead Managers and the

Underwriters, a summary of the principal terms of which is set out in Part 4:



26

Term Definition

Details of the Entitlement Offer under the heading “Underwriting

Agreement”.

Unexercised

Institutional

Entitlements

Entitlements that are not taken up by Eligible Institutional Shareholders under

the Institutional Entitlement Offer together with the Entitlements that

Ineligible Institutional Shareholders would have received if they were Eligible

Institutional Shareholders.

Unexercised Retail

Entitlements

Entitlements that are not taken up by Eligible Retail Shareholders under the

Retail Entitlement Offer together with the Entitlements that Ineligible Retail

Shareholders would have received if they were Eligible Retail Shareholders.

US Securities Act The U.S. Securities Act of 1933.


NOTE:

• All references to times are to New Zealand time unless stated or defined otherwise.

• All references to currency are to New Zealand dollars unless stated or defined otherwise.

• All references to legislation are references to New Zealand legislation unless stated or defined

otherwise.

• This Offer Document, the Offer and any contract resulting from it are governed by the laws of New

Zealand, and each applicant submits to the exclusive jurisdiction of the courts of New Zealand.



27

PART 6: DIRECTORY


ISSUER

KMD Brands Limited

223 Tuam Street, Christchurch Central

Christchurch, 8011

New Zealand

For investor relations queries contact:

enquiries@kmdbrands.com

JOINT LEAD MANAGERS AND

UNDERWRITERS

Goldman Sachs New Zealand Limited (as

Joint Lead Manager and Underwriter)

Level 39, Vero Centre

48 Shortland Street

Auckland 1010

New Zealand

LEGAL ADVISERS

Chapman Tripp

Level 34, PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

Forsyth Barr Limited (as Joint Lead

Manager) and Forsyth Barr Group Limited

(as Underwriter)

Level 23, Shortland & Fort

88 Shortland Street

Auckland 1010

New Zealand

If you have any queries about your Entitlement shown on the Application Form available at

kmd.rightsoffer.co.nz, or how to apply online, please contact the Registrar at:

SHARE REGISTRAR

MUFG Pension & Market Services (NZ) Limited


New Zealand Shareholders

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

Telephone: 0800 777 256 (within New Zealand)

Overseas +64 9 967 7723



Application website: kmd.rightsoffer.co.nz

Email: applications.nz@cmpms.mufg.com

Australian Shareholders

Level 41, Liberty Place

161 Castlereagh Street

Sydney NSW 2000

Australia

Telephone: +64 9 967 7723



KMD Brands Limited
Offer Documentkmdbrands.com

---

Corporate Action Notice
(Other than for a Distribution)

Updated January 2024

Page 1 of 5


Section 1: Issuer information (mandatory)

Name of issuer KMD Brands Limited

Class of Financial Product Ordinary Shares

NZX ticker code KMD

ISIN (If unknown, check on NZX

website)

NZKMDE0001S3

Name of Registry MUFG Pension & Market Services

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share Purchase

Plan/retail offer

Renounceable

Rights issue or

Accelerated

Offer

X

Capital

reconstruction

Non-

Renounceable

Rights issue or

Accelerated

Offer


Call Bonus issue

Placement X

Record date 01/04/2026

Ex Date (one business day before the

Record Date)

31/03/2026

Currency NZD/AUD

External approvals required before offer

can proceed on an unconditional basis?

N

Details of approvals required N/A

Section 2: Rights issue or Accelerated Offer

(delete full section if not applicable, or mark rows as N/A if not applicable)*

If Accelerated Offer, structure Accelerated Renounceable Entitlement Offer

(Entitlement Offer), comprising:

(a) a pro-rata accelerated institutional entitlement

offer of new ordinary shares to Eligible

Institutional Shareholders (as defined in the offer

document for the Entitlement Offer dated 31

March 2026 (Offer Document)) (Institutional

Entitlement Offer); and

(b) a pro-rata retail entitlement offer of new ordinary

shares to Eligible Retail Shareholders (as

defined in the Offer Document) (Retail

Entitlement Offer).

2 of 5
Number of Rights to be issued or

entitlements available for security

holders in the Accelerated Offer

974,886,964

Maximum number of Equity Securities

to be issued if offer is fully subscribed

974,886,964

ISIN of Rights (if applicable) N/A

Oversubscription facility Y

Details of scaling arrangements for

oversubscriptions

Eligible Retail Shareholders who have taken up their

Entitlement in full may apply for additional New

Shares under the Retail Bookbuild (as defined in the

Offer Document) at the clearing price for the Retail

Bookbuild.

Any necessary scaling of applications for additional

New Shares by Eligible Retail Shareholders under

the Retail Bookbuild will be determined by the Joint

Lead Managers in consultation with KMD, with the

objectives of scaling including treating Eligible Retail

Shareholders fairly and taking into account their pro-

rata allocation across the Placement and the

Entitlement Offer (together the Offer).

Entitlement ratio (for example 1 for 3)

Please contact NZX ahead of announcing the offer if

each Right will be exercisable for more or less than

one Equity Security (i.e unless prior arrangement is

made, Rights will be exercisable on a one for one

basis)

New 1 Existing 0.73

Treatment of fractions** Entitlements are not rounded up to a minimum

holding. The number of New Shares to which an

Eligible Shareholder is entitled will, in the case of

fractions of New Shares, be rounded down to the

nearest whole number.

Subscription price

(per Equity Security)

NZ$0.06 (or the A$ price)

Letters of entitlement mailed 07/04/2026 (Retail Entitlement Offer)

Offer open 31/03/2026 (Institutional Entitlement Offer)

01/04/2026 (Institutional Bookbuild)

07/04/2026 (Retail Entitlement Offer)

21/04/2026 (Retail Bookbuild)

Offer close 31/03/2026 (Institutional Entitlement Offer)

01/04/2026 (Institutional Bookbuild)

16/04/2026 (Retail Entitlement Offer)

21/04/2026 (Retail Bookbuild)

Quotation date (if Rights will be quoted) N/A

Allotment date Market open on:

13/04/2026 (Institutional Entitlement Offer and

Institutional Bookbuild)

3 of 5
28/04/2026 (Retail Entitlement Offer and Retail

Bookbuild)

Section 7: Placement

(delete full section if not applicable, or mark rows as N/A if not applicable)*

Number of Equity Securities to be

issued

112,865,446

Issue price per Equity Security NZ$0.06

Maximum dollar amount of Equity

Securities to be issued

NZ$6,771,926.76

Proposed issue date 13/04/2026

Existing holders eligible to participate Y

Related Parties eligible to participate Y

Basis upon which participation by

existing Equity Security holders will be

determined

Institutional Investors (as defined in the Offer

Document) will be invited to participate in the

Placement component of the Offer. Via the Retail

Bookbuild, Eligible Retail Shareholders may

oversubscribe for New Shares at the clearing price for

the Retail Bookbuild which may prevent dilution by

the Placement component of the Offer (depending on

the extent to which an Eligible Retail Shareholder

oversubscribes and is allocated New Shares).

Purpose(s) for which the Issuer is

issuing the Equity Securities

The net proceeds will be used to reduce KMD’s net

debt position and strengthen the balance sheet, and

in conjunction with the refinanced debt facility provide

a stable balance sheet to enable execution of KMD’s

next level strategy.

Reason for placement rather than a

pro-rata rights issue or an offer under a

Share Purchase Plan in which the

Issuer’s existing Equity Security holders

would have been eligible to participate

KMD has chosen to utilise an Entitlement Offer and

Placement structure to raise equity, with the

Entitlement Offer structured as an accelerated

renounceable entitlement offer (referred to as an

AREO). After carefully considering alternative equity

raising structures, taking expert investment banking

advice from the Joint Lead Managers and weighing

the benefits of this structure against the expected

impact on non-participating Shareholders, the KMD

Board has determined that for this equity raising, an

AREO and Placement structure will achieve the best

outcome for all Shareholders and be in the best

interests of KMD. In determining that the Placement

and Entitlement Offer is in the best interests of KMD,

the KMD Board has considered and had regard to:

Execution Certainty

KMD requires certainty that sufficient funds be raised

under the Offer, given the refinancing of KMD's long

term facilities is conditional upon sufficient funds

being raised. Accordingly, it is important to KMD that

the Entitlement Offer and Placement are fully

underwritten, to provide the required certainty that all

necessary funds will be received. In the current

environment of global uncertainty, including

4 of 5
geopolitical developments and associated market

volatility, the need for execution certainty is

particularly acute. The Joint Lead Managers have

provided advice to KMD that a Placement and AREO

structure enables the Offer to be fully underwritten in

the current market environment.

Pro-Rata Participation

The pro-rata nature of an AREO allows all Eligible

Shareholders to take up at least their pro-rata portion

of the Entitlement Offer. Eligible Retail Shareholders

who take up all of their Entitlement can offset any

dilution to their shareholding arising from the

Placement by applying for additional New Shares

under the Retail Bookbuild at the clearing price for the

Retail Bookbuild. Eligible Institutional Shareholders

will have the opportunity to apply for New Shares in

the Placement and New Shares which form part of

any shortfall in the Institutional Entitlement Offer or

under the Retail Bookbuild. In addition, Eligible Retail

Shareholders who hold their Shares through a broker

relationship may be able to participate in the

Placement and Institutional Bookbuild. Accordingly,

while the Placement is not pro-rata, Eligible

Shareholders are expected to have the opportunity to

avoid or mitigate dilution through participation in the

Placement and Institutional Bookbuild and/or applying

for additional New Shares in the Entitlement Offer, as

applicable.

Flexibility to introduce new investors

A Placement gives flexibility to introduce new

investors to KMD who are expected to be supportive

long term holders. Allocation to these Shareholders is

expected to support KMD over the long term,

enhancing the prospects of stronger aftermarket

performance of the Shares, providing a benefit to all

Shareholders.

Benefits of Renounceable Structure for Non-

Participating Shareholders

The renounceable nature of an AREO may provide a

benefit to Shareholders who choose not to, or are

unable to, participate in the Entitlement Offer. Under

the bookbuilds, the Entitlements of non-participating

Eligible Shareholders and the entitlements

attributable to Ineligible Shareholders (as defined in

the Offer Document) will be sold, and those

Shareholders will receive their pro-rata share of any

net premium achieved above the offer price (if any).

This provides non-participating Shareholders with the

opportunity to receive some value for their

Entitlements, which would not be available under a

non-renounceable structure. Whether any premium is

achieved will depend on market conditions at the time

of the relevant bookbuild.

5 of 5
Equity Securities to be issued subject to

voluntary escrow

N

Number and class of Equity Securities

to be issued that will be subject to

voluntary escrow and the date from

which they will cease to be escrowed

N/A

Section 8: Lead Manager and Underwriter (mandatory)

Lead Manager(s) appointed Y

Name of Lead Manager(s) Goldman Sachs New Zealand Limited and Forsyth

Barr Limited (together, the Joint Lead Managers)

Fees, commission or other

consideration payable to Lead

Manager(s) for acting as lead

manager(s)

KMD has agreed to pay the Joint Lead Managers a

combined lead management and underwriting fee of

3.20% of the total gross proceeds raised under the

Offer. In addition, KMD agrees to pay Goldman

Sachs New Zealand Limited an arranger fee of 0.80%

of the total gross proceeds raised under the Offer.

The total combined fees payable to the Joint Lead

Managers and Underwriters are therefore 4.00% of

the total gross proceeds raised under the Offer.

Underwritten Y

Name of Underwriter(s) Goldman Sachs New Zealand Limited and Forsyth

Barr Group Limited (together, the Underwriters)

Extent of underwriting (i.e. amount or

proportion of the offer that is

underwritten)

The Placement and Entitlement Offer are fully

underwritten by the Underwriters.

Fees, commission or other

consideration payable to Underwriter(s)

for acting as underwriter(s)

KMD agrees to pay the Joint Lead Managers a

combined lead management and underwriting fee of

3.20% of the total gross proceeds raised under the

Offer.

Summary of significant events that

could lead to the underwriting being

terminated

A summary of the significant events that could lead to

the underwriting being terminated is set out under the

heading “Underwriting Agreement” in the Offer

Document.

Section 9: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Frances Blundell

Chief Legal & ESG Officer and Company Secretary

Contact person for this announcement Frances Blundell

Contact phone number +64 3 421 5397

Contact email address companysecretary@kmdbrands.com

Date of release through MAP 31/03/2026

---

This appendix is available as an online form
Only use this form if the online version is not available Rule 3.10.3


+ See chapter 19 for defined terms

5 February 2024 Page 1

Appendix 3B

Proposed issue of securities

Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of

securities that will not have CDIs issued over them, you will need to obtain and provide an

International Securities Identification Number (ISIN) for that class. For offers where the securities

proposed to be issued are in an existing class of security, and the event timetable includes rights (or

entitlement for non-renounceable issues), and deferred settlement trading or a representation of such,

ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred

settlement trading. This code will be different to the existing class. If the securities do not rank equally

with the existing class, the same ISIN code will be used for that security to continue to be quoted while

it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create

Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in

specific notes for certain questions. The balance of the information, where applicable, must be

provided as soon as reasonably practicable by the entity.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 2

Part 1 – Entity and announcement details

Question

no

Question Answer

1.1 *Name of entity

We (the entity here named)

give ASX the following

information about a proposed

issue of

+

securities and, if ASX

agrees to

+

quote any of the

+

securities (including any

rights) on a

+

deferred

settlement basis, we agree to

the matters set out in

Appendix 3B of the ASX

Listing Rules.

If the +securities are being

offered under a +disclosure

document or +PDS and are

intended to be quoted on ASX,

we also apply for quotation of

all of the +securities that may

be issued under the

+disclosure document or

+PDS on the terms set out in

Appendix 2A of the ASX

Listing Rules (on the

understanding that once the

final number of +securities

issued under the +disclosure

document or +PDS is known,

in accordance with Listing

Rule 3.10.3C, we will complete

and lodge with ASX an

Appendix 2A online form

notifying ASX of their issue

and applying for their

quotation).

KMD Brands Limited (KMD)

1.2 *Registration type and number

Please supply your ABN, ARSN,

ARBN, ACN or another registration

type and number (if you supply

another registration type, please

specify both the type of registration

and the registration number).

ARBN 139 836 918


1.3 *ASX issuer code KMD

1.4 *This announcement is

Tick whichever is applicable.

☒ A new announcement

☐ An update/amendment to a previous announcement

☐ A cancellation of a previous announcement

1.4a *Reason for update

Answer this question if your response

to Q 1.4 is “An update/amendment to

previous announcement”. A reason

must be provided for an update.

Not applicable

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 3

1.4b *Date of previous

announcement(s) to this

update

Answer this question if your response

to Q 1.4 is “An update/amendment to

previous announcement”.

Not applicable

1.4c *Reason for cancellation

Answer this question if your response

to Q 1.4 is “A cancellation of previous

announcement”.

Not applicable

1.4d

*Date of previous

announcement(s) to this

cancellation

Answer this question if your response

to Q 1.4 is “A cancellation of previous

announcement”.

Not applicable

1.5 *Date of this announcement 31 March 2026

1.6 *The proposed issue is:

Note: You can select more than one

type of issue (e.g. an offer of

securities under a securities purchase

plan and a placement, however ASX

may restrict certain events from being

announced concurrently). Please

contact your ASX listings compliance

adviser if you are unsure.


☐ A +bonus issue (complete Parts 2 and 8)

☐ A standard +pro rata issue (non-renounceable or

renounceable) (complete Q1.6a and Parts 3 and 8)

☒ An accelerated offer (complete Q1.6b and Parts 3 and 8)

☐ An offer of +securities under a +securities purchase

plan (complete Parts 4 and 8)

☐ A non-+pro rata offer of +securities under a

+disclosure document or +PDS (complete Parts 5 and 8)

☐ A non-+pro rata offer to wholesale investors under an

information memorandum (complete Parts 6 and 8)

☒ A placement or other type of issue (complete Parts 7 and

8)

1.6a *The proposed standard +pro

rata issue is:

Answer this question if your response

to Q1.6 is “A standard pro rata issue

(non-renounceable or renounceable).”

Select one item from the list

An issuer whose securities are

currently suspended from trading

cannot proceed with an entitlement

offer that allows rights trading. If your

securities are currently suspended,

please consult your ASX listings

compliance adviser before proceeding

further.

☐ Non-renounceable

☒ Renounceable

1.6b *The proposed accelerated

offer is:

Answer this question if your response

to Q1.6 is “An accelerated offer”

Select one item from the list

An issuer whose securities are

currently suspended from trading

cannot proceed with an entitlement

offer that allows rights trading. If your

securities are currently suspended,

please consult your ASX listings

compliance adviser before proceeding

further.

☐ Accelerated non-renounceable entitlement offer

(commonly known as a JUMBO or ANREO)

☒ Accelerated renounceable entitlement offer

(commonly known as an AREO)

☐ Simultaneous accelerated renounceable entitlement

offer (commonly known as a SAREO)

☐ Accelerated renounceable entitlement offer with dual

book-build structure (commonly known as a

RAPIDS)

☐ Accelerated renounceable entitlement offer with retail

rights trading (commonly known as a PAITREO)

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 4

Part 2 – Details of proposed +bonus issue

If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be

issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.

Part 2A – Proposed +bonus issue – conditions

Question

No.

Question Answer

2A.1 *Do any external approvals need to be

obtained or other conditions satisfied before

the +bonus issue can proceed on an

unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.


If any of the above approvals apply to the bonus issue,

they must be obtained before business day 0 of the

timetable. The relevant approvals must be received

before ASX can establish an ex market in the

securities.

Yes or No

2A.1a Conditions

Answer these questions if your response to Q2A.1 is “Yes”.


*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.


*Date for

determination

*Is the date

estimated or

actual?

The ‘date for

determination’ is

the date that

you expect to

know if the

approval is

given or

condition is

satisfied (for

example, the

date of the

security holder

meeting in the

case of security

holder approval

or the date of

the court

hearing in the

case of court

approval).

*Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval. Note that you

will need to lodge an

updated Appendix 3B

showing that all required

approvals have been

obtained and conditions

have been met prior to

business day 0 in the

timetable for the bonus

issue in Appendix 7A of

the listing rules.


Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval


This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 5

Other (please specify

in comment section)



Part 2B – Proposed +bonus issue - issue details

Question

No.

Question Answer

2B.1 *+Class or classes of +securities that will

participate in the proposed +bonus issue

(please enter both the ASX security code &

description)

If more than one class of security will participate in the

proposed bonus issue, make sure you clearly identify

any different treatment between the classes.


2B.2

*+Class of +securities that will be issued in

the proposed +bonus issue (please enter

both the ASX security code & description)


2B.3 *Issue ratio

Enter the quantity of additional securities to be issued

for a given quantity of securities held (for example, 1

for 2 means 1 new security issued for every 2 existing

securities held).

Please only enter whole numbers (for example, a

bonus issue of 1 new security for every 2.5 existing

securities held should be expressed as “2 for 5”).

for

2B.4 *What will be done with fractional

entitlements?

Select one item from the list.

☐ Fractions rounded up to the next whole

number

☐ Fractions rounded down to the nearest

whole number or fractions disregarded

☐ Fractions sold and proceeds distributed

☐ Fractions of 0.5 or more rounded up

☐ Fractions over 0.5 rounded up

☐ Not applicable

2B.5 *Maximum number of +securities proposed

to be issued (subject to rounding)


Part 2C – Proposed +bonus issue – timetable

Question

No.

Question Answer

2C.1 *+Record date

Record date to identify security holders entitled to

participate in the bonus issue. Per Appendix 7A section

1 the record date must be at least 4 business days

from the announcement date (day 0).


2C.3 *Ex date

Per Appendix 7A section 1 the ex date is one business

day before the record date. This is also the date that

the bonus securities will commence quotation on a

deferred settlement basis.


2C.4 *Record date

Same as Q2C.1 above

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 6

2C.5 *+Issue date

Per Appendix 7A section 1 the issue date should be at

least one business day and no more than 5 business

days after the record date (the last day for the entity to

issue the bonus securities and lodge an Appendix 2A

with ASX to apply for quotation of the bonus

securities). Deferred settlement trading will end at

market close on this day.


2C.6 *Date trading starts on a normal T+2 basis

Per Appendix 7A section 1 this is one business day

after the issue date.


2C.7 *First settlement date of trades conducted

on a +deferred settlement basis and on a

normal T+2 basis

Per Appendix 7A section 1 this is two business days

after trading starts on a normal T+2 basis (3 business

days after the issue date).


Part 2D – Proposed +bonus issue – further information

Question

No.

Question Answer

2D.1 *Will holdings on different registers or sub

registers be aggregated for the purposes of

determining entitlements to the +bonus

issue?

Yes or No

2D.1a

Please explain how holdings on different

registers or subregisters will be aggregated

for the purposes of determining entitlements

Answer this question if your response to Q2D.1 is

“Yes”.


2D.2

*Countries in which the entity has +security

holders who will not be eligible to participate

in the proposed +bonus issue

Note: The entity must send each holder to whom it will

not offer the securities details of the issue and advice

that the entity will not offer securities to them (listing

rule 7.7.1(b)).


2D.3 *Will the entity be changing its

dividend/distribution policy as a result of the

proposed +bonus issue

Yes or No

2D.3a Please explain how the entity will change its

dividend/distribution policy if the proposed

+bonus issue proceeds

Answer this question if your response to Q2D.3 is

“Yes”.


2D.4 *Details of any material fees or costs to be

incurred by the entity in connection with the

proposed +bonus issue


2D.5 Any other information the entity wishes to

provide about the proposed +bonus issue

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 7

Part 3 – Details of proposed entitlement offer

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please

complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B

and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your

response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective

timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.

Part 3A – Proposed entitlement offer – conditions

Question

No.

Question Answer

3A.1 *Do any external approvals need to be

obtained or other conditions satisfied before

the entitlement offer can proceed on an

unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

If any of the above approvals apply to the entitlement

offer, they must be obtained before business day 0 of

the timetable. The relevant approvals must be received

before ASX can establish an ex market in the

securities.

No

3A.1a Conditions

Answer these questions if your response to Q3A.1 is “Yes”.

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.

*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval. Note that you

will need to lodge an

updated Appendix 3B

showing that all required

approvals have been

obtained and conditions

have been met prior to

business day 0 in the

timetable for the

entitlement offer in

Appendix 7A of the

listing rules.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)


This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 8

Part 3B – Proposed standard pro rata issue entitlement offer - offer details

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant

questions in this part.

Question

No.

Question Answer

3B.1 *+Class or classes of +securities that will

participate in the proposed entitlement offer

(please enter both the ASX security code &

description)

If more than one class of security will participate in the

proposed entitlement offer, make sure you clearly

identify any different treatment between the classes.


3B.2 *+Class of +securities that will be issued in

the proposed entitlement offer (please enter

both the ASX security code & description)


3B.3 *Offer ratio

Enter the quantity of additional securities to be offered

for a given quantity of securities held (for example, 1

for 2 means 1 new security will be offered for every 2

existing securities held).

Please only enter whole numbers (for example, an

entitlement offer of 1 new security for every 2.5 existing

securities held should be expressed as “2 for 5”).

Listing rule 7.11.3 requires that non-renounceable

offers must not exceed a ratio of 1:1. Please ensure

that you comply with listing rule 7.11.3 or have a waiver

from that rule.


3B.4 *What will be done with fractional

entitlements?

Select one item from the list.

☐ Fractions rounded up to the next whole

number

☐ Fractions rounded down to the nearest

whole number or fractions disregarded

☐ Fractions sold and proceeds distributed

☐ Fractions of 0.5 or more rounded up

☐ Fractions over 0.5 rounded up

☐ Not applicable

3B.5 *Maximum number of +securities proposed

to be issued (subject to rounding)


3B.6 *Will individual +security holders be

permitted to apply for more than their

entitlement (i.e. to over-subscribe)?


3B.6a *Describe the limits on over-subscription

Answer this question if your response to Q3B.6 is

“Yes”.


3B.7 *Will a scale back be applied if the offer is

over-subscribed?


3B.7a *Describe the scale back arrangements

Answer this question if your response to Q3B.7 is

“Yes”.


3B.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


3B.9 *Has the offer price been determined?

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 9

3B.9a *What is the offer price per +security for the

retail offer?

Answer this question if your response to Q3B.9 is

“Yes”.

The offer price must be input as an amount per security

in the issue currency you have selected above using

the base unit of that currency (i.e. in Australian dollars,

rather than Australian cents, if the issue currency is

AUD).

Note that if you are proposing to have an offer price

with a fraction of a cent, the offer price must comply

with the minimum price step requirement in listing rule

7.11.2. Information about minimum price steps is

available here.

An offer price cannot be less than 0.1 Australian cents

(i.e. AUD0.001), which is the lowest price at which

securities can trade on ASX, unless the security is a

free attaching security and the offer price is nil (in

which case the offer price should be entered as ‘0.00’).


3B.9b *How and when will the offer price be

determined?

Answer this question if your response to Q3B.9 is “No”.


Part 3C – Proposed standard pro rata issue – timetable

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant

questions in this part.

Question

No.

Question Answer

3C.1 *+Record date

Record date to identify security holders entitled to

participate in the issue. Per Appendix 7A sections 2

and 3 the record date must be at least 3 business days

from the announcement date (day 0)


3C.2 *Ex date

Per Appendix 7A sections 2 and 3 the Ex Date is one

business day before the record date. For renounceable

issues, this is also the date that rights will commence

quotation on a deferred settlement basis.


3C.3 *Date rights trading commences

For renounceable issues only - this is the date that

rights will commence quotation initially on a deferred

settlement basis


3C.4 *Record date

Same as Q3C.1 above


3C.5 *Date on which offer documents will be sent

to +security holders entitled to participate in

the +pro rata issue

The offer documents can be sent to security holders as

early as business day 4 but must be sent no later than

business day 6. Business day 6 is the last day for the

offer to open.

For renounceable issues, deferred settlement trading in

rights ends at the close of trading on this day. Trading

in rights on a normal (T+2) settlement basis will start

from market open on the next business day (i.e.

business day 7) provided that the entity tells ASX by

noon Sydney time that the offer documents have been

sent or will have been sent by the end of the day.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 10

3C.6 *Offer closing date

Offers close at 5pm on this day. The date must be at

least 7 business days after the entity announces that

the offer documents have been sent to holders.


3C.7 *Last day to extend the offer closing date

At least 3 business days’ notice must be given to

extend the offer closing date. Notification must be

made before noon (Sydney time) on this day.


3C.8 *Date rights trading ends

For renounceable issues only - rights trading ends at

the close of trading 5 business days before the

applications closing date.


3C.9 *Trading in new +securities commences on

a deferred settlement basis

Non-renounceable issues - the business day after the

offer closing date

Renounceable issues – the business day after the date

rights trading ends


3C.10 [deleted]

3C.11 *+Issue date and last day for entity to

announce results of +pro rata issue

Per Appendix 7A section 2 and section 3, the issue

date should be no more than 5 business days after the

offer closes date (the last day for the entity to issue the

securities taken up in the pro rata issue and lodge an

Appendix 2A with ASX to apply for quotation of the

securities). Deferred settlement trading will end at

market close on this day.


3C.12 *Date trading starts on a normal T+2 basis

Per Appendix 7A section 2 and 3 this is one business

day after the issue date.


3C.13

*First settlement date of trades conducted

on a +deferred settlement basis and on a

normal T+2 basis

Per Appendix 7A section 2 and 3 1 this is two business

days after trading starts on a normal T+2 basis (3

business days after the issue date).


Part 3D – Proposed accelerated offer – offer details

Question

No.

Question Answer

3D.1 *+Class or classes of +securities that will

participate in the proposed entitlement offer

(please enter both the ASX security code &

description)

If more than one class of security will participate in the

proposed entitlement offer, make sure you clearly

identify any different treatment between the classes.

KMD: fully paid ordinary shares

3D.2 *+Class of +securities that will issued in the

proposed entitlement offer (please enter

both the ASX security code & description)

KMD: fully paid ordinary shares

3D.3 *Has the offer ratio been determined? Yes

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 11

3D.3a *Offer ratio

Answer this question if your response to Q3D.3 is

“Yes” or “No”. If your response to Q3D.3 is “No” please

provide an indicative ratio and state as indicative.

Enter the quantity of additional securities to be offered

for a given quantity of securities held (for example, 1

for 2 means 1 new security will be offered for every 2

existing securities held).

Please only enter whole numbers (for example, an

entitlement offer of 1 new security for every 2.5 existing

securities held should be expressed as “2 for 5”).

Listing rule 7.11.3 requires that non-renounceable

offers must not exceed a ratio of 1:1. Please ensure

that you comply with listing rule 7.11.3 or have a waiver

from that rule.

100 for 73

3D.3b *How and when will the offer ratio be

determined?

Answer this question if your response to Q3D.3 is “No”.

Note that once the offer ratio is determined, this must

be provided via an update announcement.


3D.4 *What will be done with fractional

entitlements?

Select one item from the list.

☐ Fractions rounded up to the next whole

number

☒ Fractions rounded down to the nearest

whole number or fractions disregarded

☐ Fractions sold and proceeds distributed

☐ Fractions of 0.5 or more rounded up

☐ Fractions over 0.5 rounded up

☐ Not applicable

3D.5 *Maximum number of +securities proposed

to be issued (subject to rounding)

974,886,964

3D.6 *Will individual +security holders be

permitted to apply for more than their

entitlement (i.e. to over-subscribe)?

Yes

3D.6a *Describe the limits on over-subscription

Answer this question if your response to Q3D.6 is

“Yes”.

Eligible Retail Shareholders who take up

their entitlement in full will be entitled to

subscribe for additional new shares at the

clearing price for the Retail Bookbuild.

3D.7 *Will a scale back be applied if the offer is

over-subscribed?

Yes

3D.7a *Describe the scale back arrangements

Answer this question if your response to Q3D.7 is

“Yes”.

Any necessary scaling of applications for

additional new shares by Eligible Retail

Shareholders under the Retail Bookbuild will

be determined by the Joint Lead Managers

in consultation with KMD, with the objectives

of scaling including treating Eligible Retail

Shareholders fairly and taking into account

their pro-rata allocation across the offer.

3D.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.

NZD

3D.9 *Has the offer price for the institutional offer

been determined?

Yes

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 12

3D.9a *What is the offer price per +security for the

institutional offer?

Answer this question if your response to Q3D.9 is

“Yes”. An indicative offer price must be provided if your

response to Q3D.9 is “No”. A final offer price must be

provided no later than 9am on the day the trading halt

is lifted.

The offer price must be input as an amount per security

in the issue currency you have selected above using

the base unit of that currency (i.e. in Australian dollars,

rather than Australian cents, if the issue currency is

AUD).

Note that if you are proposing to have an offer price

with a fraction of a cent, the offer price must comply

with the minimum price step requirement in listing rule

7.11.2. Information about minimum price steps is

available here.

An offer price cannot be less than 0.1 Australian cents

(i.e. AUD0.001), which is the lowest price at which

securities can trade on ASX, unless the security is a

free attaching security and the offer price is nil (in

which case the offer price should be entered as ‘0.00’).

NZ$0.06

3D.9b *How and when will the offer price for the

institutional offer be determined?

Answer this question if your response to Q3D.9 is “No”.


3D.9c *Will the offer price for the institutional offer

be determined by way of a bookbuild?

Answer this question if your response to Q3D.9 is “No”.

If your response to this question is “Yes”, please note

the information that ASX expects to be announced

about the results of the bookbuild set out in

section 4.12 of Guidance Note 30 Notifying an Issue of

Securities and Applying for their Quotation.

No

3D.9d *Provide details of the parameters that will

apply to the bookbuild for the institutional

offer (e.g. the indicative price range for the

bookbuild)

Answer this question if your response to Q3D.9 is “No”

and your response to Q3D.9c is “Yes”.


3D.10 *Has the offer price for the retail offer been

determined?

Yes

3D.10a *What is the offer price per +security for the

retail offer?

Answer this question if your response to Q3D.10 is

“Yes”. An indicative offer price must be provided if your

response to Q3D.10 is “No”. A final offer price must be

provided no later than 9am on the day the trading halt

is lifted.


The offer price must be input as an amount per security

in the issue currency you have selected above using

the base unit of that currency (i.e. in Australian dollars,

rather than Australian cents, if the issue currency is

AUD).

Note that if you are proposing to have an offer price

with a fraction of a cent, the offer price must comply

with the minimum price step requirement in listing rule

7.11.2. Information about minimum price steps is

available here.

An offer price cannot be less than 0.1 Australian cents

(i.e. AUD0.001), which is the lowest price at which

securities can trade on ASX, unless the security is a

free attaching security and the offer price is nil (in

which case the offer price should be entered as ‘0.00’).

NZ$0.06

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 13

3D.10b *How and when will the offer price for the

retail offer be determined?

Answer this question if your response to Q3D.10 is

“No”.


Part 3E – Proposed accelerated offer – timetable

If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.

Question

No.

Question Answer

3E.1a *First day of trading halt

The entity is required to announce the accelerated offer

and give a completed Appendix 3B to ASX. If the

accelerated offer is conditional on security holder

approval or any other requirement, that condition must

have been satisfied and the entity must have

announced that fact to ASX. An entity should also

consider the rights of convertible security holders to

participate in the issue and what, if any, notice needs

to be given to them in relation to the issue

31 March 2026

3E.1b *Announcement date of accelerated offer 31 March 2026

3E.2 *Trading resumes on an ex-entitlement

basis (ex date)

For JUMBO, ANREO, AREO, SAREO, RAPIDs offers

2 April 2026

3E.3 *Trading resumes on ex-rights basis

For PAITREO offers only


3E.4 *Rights trading commences

For PAITREO offers only


3E.5 *Date offer will be made to eligible

institutional +security holders

31 March 2026

3E.6

*Application closing date for institutional

+security holders

1 April 2026

3E.7 Institutional offer shortfall book build date

For AREO, SAREO, RAPIDs, PAITREO offers

1 April 2026

3E.8 *Announcement of results of institutional

offer

The announcement should be made before the

resumption of trading following the trading halt.

2 April 2026

3E.9 *+Record date

Record date to identify security holders entitled to

participate in the offer. Per Appendix 7A sections 4, 5

and 6 the record date must be at least 2 business days

from the announcement date (day 0).

1 April 2026

3E.10 Settlement date of new +securities issued

under institutional entitlement offer

If DvP settlement applies, provided the Appendix 2A is

given to ASX before noon (Sydney time) this day,

normal trading in the securities will apply on the next

business day, and if DvP settlement does not apply on

the business day after that.

10 April 2026

3E.11 *+Issue date for institutional +security

holders

13 April 2026

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 14

3E.12 *Normal trading of new +securities issued

under institutional entitlement offer

13 April 2026

3E.13 *Date on which offer documents will be sent

to retail +security holders entitled to

participate in the +pro rata issue

The offer documents can be sent to security holders as

early as business day 4 but must be sent no later than

business day 6. Business day 6 is the last day for the

offer to open. For renounceable offers, deferred

settlement trading in rights ends at the close of trading

on this day. Trading in rights on a normal (T+2)

settlement basis will start from market open on the next

business day (i.e. business day 7) provided that the

entity tells ASX by noon Sydney time that the offer

documents have been sent or will have been sent by

the end of the day.

7 April 2026

3E.14 *Offer closing date for retail +security

holders

Offers close at 5pm on this day. The date must be at

least 7 business days after the entity announces that

the offer documents have been sent to holders.

16 April 2026

3E.15

*Last day to extend the retail offer closing

date

At least 3 business days’ notice must be given to

extend the offer closing date. Notification must be

made before noon (Sydney time) on this day.

13 April 2026

3E.16 *Rights trading end date

For PAITREO offers only


3E.17 *Trading in new +securities commences on

a deferred settlement basis

For PAITREO offers only

The business day after rights trading end date


3E.18 [deleted]

3E.19

Last day to announce results of retail offer,

bookbuild for any shortfall (if applicable)

Note this is the last day to announce results of retail

offer for all offers except JUMBO and ANREO offers.

21 April 2026

3E.20

Entity announces results of bookbuild

(including any information about the

bookbuild expected to be disclosed under

section 4.12 of Guidance Note 30)

For all offers except JUMBO, ANREO

22 April 2026

3E.21 *+Issue date for retail +security holders and

last day for entity to announce results of

retail offer

Per Appendix 7A section 4, the issue date should be

no more than 5 business days after the offer closes

date. Per Appendix 7A sections 5 and 6, the issue date

should be no more than 8 business days after the offer

closes date. This is the last day for the entity to issue

the securities taken up in the pro rata issue and lodge

an Appendix 2A with ASX to apply for quotation of the

securities. Deferred settlement trading (if applicable)

will end at market close on this day.

Note, this is the last day for entity to announce results

of retail offer for JUMBO and ANREO offers only.

28 April 2026

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 15

3E.22 *Date trading starts on a normal T+2 basis

For PAITREO offers only

This is one business day after the issue date.


3E.23 *First settlement date of trades conducted

on a +deferred settlement basis and on a

normal T+2 basis

For PAITREO offers only

This is two business days after trading starts on a

normal T+2 basis (3 business days after the issue

date).


Part 3F – Proposed entitlement offer – fees and expenses

Question

No.

Question Answer

3F.1 *Will there be a lead manager or broker to

the proposed offer?

Yes

3F.1a *Who is the lead manager/broker?

Answer this question if your response to Q3F.1 is

“Yes”.

Goldman Sachs New Zealand Limited (NZ

company number 421421) and Forsyth Barr

Limited (NZ company number 150925)

(together, the “Lead Managers”).

3F.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q3F.1 is

“Yes”.

KMD has agreed to pay the Lead Managers

a combined lead management and

underwriting fee of 3.2% of the total gross

proceeds raised under the Placement and

AREO.

KMD has agreed to pay Goldman Sachs

New Zealand Limited an arranger fee of

0.8% of the total gross proceeds raised

under the Placement and AREO.

3F.2 *Is the proposed offer to be underwritten? Yes

3F.2a *Who are the underwriter(s)?

Answer this question if your response to Q3F.2 is

“Yes”.

Note for issuers that are an ASX Listing (i.e. not an

ASX Debt Listing or ASX Foreign Exempt Listing): If

you are seeking to rely on listing rule 7.2 exception 2 to

issue the securities without security holder approval

under listing rule 7.1 and without using your placement

capacity under listing rules 7.1 or 7.1A, you must

include the details asked for in this and the next 3

questions.

Goldman Sachs New Zealand Limited (NZ

company number 421421) and Forsyth Barr

Group Limited (NZ company number

1055894) (together, the “Underwriters”)

3F.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q3F.2 is

“Yes”.

The Placement and AREO are fully

underwritten by the Underwriters.

3F.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q3F.2 is

“Yes”.

This includes any applicable discount the underwriter

receives to the issue price payable by participants in

the issue.

KMD has agreed to pay the Underwriters a

combined lead management and

underwriting fee of 3.2% of the total gross

proceeds raised under the Placement and

AREO.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 16

3F.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q3F.2 is

“Yes”.

You may cross-refer to a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released on the ASX Market Announcements

Platform.

A summary of the significant events that

could lead to the underwriting being

terminated are set out under the heading

“Underwriting Agreement” in the Offer

Document.

3F.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q3F.2 is “Yes”.

Yes or No

3F.2e(i) *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q3F.2e is “Yes”.

Note: If you are seeking to rely on listing rule 10.12

exception 2 to issue the securities to the underwriter or

sub-underwriter without security holder approval under

listing rule 10.11, you must include the details asked

for in this and the next 2 questions. If there is more

than one party referred to in listing rule 10.11 acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


3F.2e(ii) *What is the extent of their underwriting or

sub-underwriting (i.e. the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q3F.2e is “Yes”.


3F.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q3F.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


3F.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?

No

3F.3a *Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q3F.3 is

“Yes”.

Dollar based ($) or percentage based (%)

3F.3b *Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q3F.3 is “Yes”

and your response to Q3F.3a is “dollar based”.

$

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 17

3F.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q3F.3 is “Yes”

and your response to Q3F.3a is “percentage based”.

%

3F.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q3F.3 is

“Yes”.


3F.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer

Standard share registry, external advisers

and NZX/ASX administrative fees

Part 3G – Proposed entitlement offer – further information

Question

No.

Question Answer

3G.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed

issue

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☒ Other [provide details below]

Additional details:

The proceeds of the equity raise will be used

to reduce KMD’s net debt position and to

fund transaction costs

3G.2

*Will holdings on different registers or

subregisters be aggregated for the

purposes of determining entitlements to the

issue?

No

3G.2a *Please explain how holdings on different

registers or subregisters will be aggregated

for the purposes of determining

entitlements.

Answer this question if your response to Q3G.2 is

“Yes”.


3G.3 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?

No

3G.3a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q3G.3 is

“Yes”.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 18

3G.4 *Countries in which the entity has +security

holders who will not be eligible to participate

in the proposed issue

For non-renounceable issues (including

accelerated): The entity must send each holder to

whom it will not offer the securities details of the issue

and advice that the entity will not offer securities to

them (listing rule 7.7.1(b)).

For renounceable issues (including accelerated):

The entity must send each holder to whom it will not

offer the securities details of the issue and advice that

the entity will not offer securities to them. It must also

appoint a nominee to arrange for the sale of the

entitlements that would have been given to those

holders and to account to them for the net proceeds of

the sale and advise each holder not given the

entitlements that a nominee in Australia will arrange for

sale of the entitlements and, if they are sold, for the net

proceeds to be sent to the holder (listing rule 7.7.1(b)

and (c)).

All countries other than Australia and New

Zealand, and such other jurisdictions (which

will include Hong Kong, Norway, Singapore

and the United Kingdom) in which KMD

decides to make offers to shareholders

under applicable exemptions from

disclosure.

3G.5 *Will the offer be made to eligible

beneficiaries on whose behalf eligible

nominees or custodians hold existing

+securities

Yes

3G.5a *Please provide further details of the offer to

eligible beneficiaries

Answer this question if your response to Q3G.5 is

“Yes”.

If, for example, the entity intends to issue a notice to

eligible nominees and custodians please indicate here

where it may be found and/or when the entity expects

to announce this information. You may enter a URL.

Nominees and custodians who hold Shares

as nominees or custodians will receive a

letter from KMD on or about the date on

which the retail entitlement offer opens.


3G.6 URL on the entity's website where investors

can download information about the

proposed issue

kmd.rightsoffer.co.nz

3G.7 Any other information the entity wishes to

provide about the proposed issue

Eligible Retail Shareholders with an address

recorded in KMD’s share register in

Australia can apply for shares at the A$

Price. The A$ Price will be the Australian

dollar equivalent of NZ$0.060 based upon

an NZ$:A$ exchange rate published by the

Reserve Bank of New Zealand on Tuesday

31 March 2026, which will be announced on

Thursday 2 April 2026.

3G.8 *Will the offer of rights under the rights issue

be made under a +disclosure document or

product disclosure statement under Chapter

6D or Part 7.9 of the Corporations Act (as

applicable)?

No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 19

Part 4 – Details of proposed offer under +securities purchase plan

If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the

details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable

for securities purchase plans.

Part 4A – Proposed offer under +securities purchase plan – conditions

Question

No.

Question Answer

4A.1

*Do any external approvals need to be

obtained or other conditions satisfied before

the offer of +securities under the +securities

purchase plan can proceed on an

unconditional basis?


For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval


Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

Yes or No

4A.1a

Conditions

Answer these questions if your response to 4A.1 is “Yes”.

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.


*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



Part 4B – Proposed offer under +securities purchase plan – offer details

Question

No.

Question Answer

4B.1

*+Class or classes of +securities that will

participate in the proposed offer (please

enter both the ASX security code &

description)

If more than one class of security will participate in the

securities purchase plan, make sure you clearly identify

any different treatment between the classes.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 20

4B.2 *+Class of +securities to be offered to them

under the +securities purchase plan (please

enter both the ASX security code &

description)

Only existing classes of securities may be offered in a

securities purchase plan.

A +security purchase plan is defined in Chapter 19 of

the Listing Rules as a purchase plan, as defined in

ASIC Corporations (Share and Interest Purchase

Plans) Instrument 2019/54. The ASIC Corporations

(Share and Interest Purchase Plans) Instrument

2019/54 is relevant for shares or interest that are in a

class which is quoted on the financial market operated

by ASX. Unquoted securities and securities that are not

yet quoted on ASX do not fall within the definition of

+security purchase plan, this has consequences for

Listing Rules 7.2 exception 5 and 10.12 exception 4.

Please ensure that you have received appropriate legal

advice with regards to an offer that includes an offer of

attaching securities.


4B.2a If the offer includes attaching +securities –

please confirm whether the offer of the

attaching +securities is a separate offer to

the offer pursuant to the +security purchase

plan

Yes or No

4B.2b If the offer includes attaching +securities –

please confirm whether the attaching

+securities are being offered under a

+disclosure document or +PDS

Yes or No

4B.3 *Maximum total number of those +securities

that could be issued if all offers under the

+securities purchase plan are accepted


4B.4 *Will the offer be conditional on applications

for a minimum number of +securities being

received or a minimum amount being raised

(i.e. a minimum subscription condition)?

Yes or No

4B.4a *Describe the minimum subscription

condition

Answer this question if your response to Q4B.4 is

“Yes”.


4B.5 *Will the offer be conditional on applications

for a maximum number of +securities being

received or a maximum amount being

raised (i.e. a maximum subscription

condition)?

Yes or No

4B.5a *Describe the maximum subscription

condition

Answer this question if your response to Q4B.5 is

“Yes”.


4B.6 *Will individual +security holders be

required to accept the offer for a minimum

number or value of +securities (i.e. a

minimum acceptance condition)?

Yes or No

4B.6a *Describe the minimum acceptance

condition

Answer this question if your response to Q4B.6 is

“Yes”.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 21

4B.7 *Will individual +security holders be limited

to accepting the offer for a maximum

number or value of +securities (i.e. a

maximum acceptance condition)?

Yes or No

4B.7a *Describe the maximum acceptance

condition

Answer this question if your response to Q4B.7 is

“Yes”.


4B.8

*Describe all the applicable parcels

available for this offer in number of

securities or dollar value

For example, the offer may allow eligible holders to

subscribe for one of the following parcels: $2,500,

$7,500, $10,000, $15,000, $20,000, $30,000.


4B.9 *Will a scale back be applied if the offer is

over-subscribed?

Yes or No

4B.9a *Describe the scale back arrangements

Answer this question if your response to Q4B.9 is

“Yes”.


4B.10 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


4B.11 *Has the offer price been determined? Yes or No

4B.11a *What is the offer price per +security?

Answer this question if your response to Q4B.11 is

“Yes” using the currency specified in your answer to

Q4B.9.


4B.11b *How and when will the offer price be

determined?

Answer this question if your response to Q4B.11 is

“No”.


Part 4C – Proposed offer under +securities purchase plan – timetable

Question

No.

Question Answer

4C.1 *Date of announcement of +security

purchase plan

The announcement of the security purchase plan must

preferably be made prior to the commencement of

trading on the announcement date but ASX will accept

announcements after this time.


4C.2 *+Record date

This is the date to identify security holders who may

participate in the security purchase plan. Per Appendix

7A section 12 of the Listing Rules, this day is one

business day before the entity announces the security

purchase plan.

Note: the fact that an entity's securities may be in a

trading halt or otherwise suspended from trading on

this day does not affect this date being the date for

identifying which security holders may participate in the

security purchase plan.


4C.3 *Date on which offer documents will be

made available to investors


4C.4 *Offer open date

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 22

4C.5 *Offer closing date

4C.6 [deleted]

4C.7 *+Issue date and last day for entity to

announce results of +security purchase plan

offer

Per Appendix 7A section 12 of the Listing Rules, the

last day for the entity to issue the securities purchased

under the plan is no more than 5 business days after

the closing date. The entity should lodge an Appendix

2A with ASX applying for quotation of the securities

before noon Sydney time on this day


Part 4D – Proposed offer under +securities purchase plan – listing rule requirements

Question

No.

Question Answer

4D.1 *Does the offer under the +securities

purchase plan meet all of the requirements

of listing rule 7.2 exception 5 or do you have

a waiver from those requirements?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).

Listing rule 7.2 exception 5 can only be used once in

any 12 month period and only applies where:

• the +security purchase plan satisfies the conditions

in ASIC Corporations (Share and Interest Purchase

Plans) Instrument 2019/547 or would otherwise

satisfy those conditions but for the fact that the

entity’s securities have been suspended from

trading on ASX for more than a total of 5 days

during the 12 months before the day on which the

offer is made under the plan or, if the securities

have been quoted on ASX for less than 12 months,

during the period of quotation;

• the number of +securities to be issued under the

SPP must not be greater than 30% of the number of

fully paid +ordinary securities already on issue; and

• the issue price of the +securities must be at least

80% of the +volume weighted average market price

for +securities in that +class, calculated over the

last 5 days on which sales in the +securities were

recorded, either before the day on which the issue

was announced or before the day on which the

issue was made.

Please note that the offer of securities under the plan

also will not meet the requirements of listing rule 10.12

exception 4, meaning that parties referred to in listing

rule 10.11.1 to 10.11.5 will need to obtain security

holder approval under listing rule 10.11 to participate in

the offer.

Yes or No

4D.1a *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q4D.1 is “No”.

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 23

4D.1a(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity’s 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing,

your response to Q4D.1 is “No” and your response to

Q4D.1a is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


4D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing and

your response to Q4D.1 is “No”.

Yes or No

4D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q4D.1 is “No” and your response to

Q4D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.


Part 4E – Proposed offer under +securities purchase plan – fees and expenses

Question

No.

Question Answer

4E.1 *Will there be a lead manager or broker to

the proposed offer?

Yes or No

4E.1a *Who is the lead manager/broker?

Answer this question if your response to Q4E.1 is

“Yes”.


4E.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q4E.1 is

“Yes”.


4E.2 *Is the proposed offer to be underwritten? Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 24

4E.2a *Who are the underwriter(s)?

Answer this question if your response to Q4E.2 is

“Yes”.

Note for issuers that are an ASX Listing (i.e. not an

ASX Debt Listing or ASX Foreign Exempt Listing):

listing rule 7.2 exception 5 does not extend to an issue

of securities to or at the direction of an underwriter of

an SPP. The issue will require security holder approval

under listing rule 7.1 if you do not have the available

placement capacity under listing rules 7.1 and/or 7.1A

to cover the issue. Likewise, listing rule 10.12

exception 4 does not extend to an issue of securities to

or at the direction of an underwriter of an SPP. If a

party referred to in listing rule 10.11 is underwriting the

proposed offer, this will require security holder approval

under listing rule 10.11.


4E.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q4E.2 is

“Yes”.


4E.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q4E.2 is

“Yes”.

This information includes any applicable discount the

underwriter receives to the issue price payable by

participants in the issue.


4E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q4E.2 is

“Yes”.

You may cross-refer to a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released on the ASX Market Announcements

Platform.


4E.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q4E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11. Listing rule

10.12 exception 4 does not extend to an issue of

securities to an underwriter or sub-underwriter of an

SPP.

Yes or No

4E.2e(i) *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q4E.2e is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


4E.2e(ii) *What is the extent of their underwriting or

sub-underwriting (i.e. the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q4E.2e is “Yes”.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 25

4E.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q4E.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


4E.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?

Yes or No

4E.3a *Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q4E.3 is

“Yes”.

Dollar based ($) or percentage based (%)

4E.3b

*Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q4E.3 is “Yes”

and your response to Q4E.3a is “dollar based”.

$

4E.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q4E.3 is “Yes”

and your response to Q4E.3a is “percentage based”.

%

4E.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q4E.3 is

“Yes”.


4E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer


Part 4F – Proposed offer under +securities purchase plan – further information

Question

No.

Question Answer

4F.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed

issue

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☐ Other [provide details below]

Additional details:



4F.2

*Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 26

4F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q4F.2 is

“Yes”.


4F.3 Countries in which the entity has +security

holders who will not be eligible to participate

in the proposed offer


4F.4

*URL on the entity's website where

investors can download information about

the proposed offer


4F.5 Any other information the entity wishes to

provide about the proposed offer



Part 5 – Details of proposed non-pro rata offer under a +disclosure

document or +PDS

If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –

5F and the details of the securities proposed to be issued in Part 8.

Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –

conditions

Question

No.

Question Answer

5A.1

*Do any external approvals need to be

obtained or other conditions satisfied before

the non-pro rata offer of +securities under a

+disclosure document or + PDS can

proceed on an unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

Yes or No

5A.1a Conditions

Answer these questions if your response to 5A.1 is “Yes”.

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.

*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval


This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 27

Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)




Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –

offer details

Question

No.

Question Answer

5B.1

*+Class of +securities to be offered under

the +disclosure document or +PDS (please

enter both the ASX security code &

description)


5B.2 *The number of +securities to be offered

under the +disclosure document or +PDS

If the number of securities proposed to be issued is

based on a formula linked to a variable (for example,

VWAP or an exchange rate or interest rate), include the

number of securities based on the variable as at the

date the Appendix 3B is lodged with ASX and add a

note in the “Any other information the entity wishes to

provide about the proposed offer” field at the end of this

form making it clear that this number is based on the

variable as at the date of the Appendix 3B and that it

may change.


5B.3 *Will the offer be conditional on applications

for a minimum number of +securities being

received or a minimum amount being raised

(i.e. a minimum subscription condition)?

Yes or No

5B.3a *Describe the minimum subscription

condition

Answer this question if your response to Q5B.3 is

“Yes”.


5B.4 *Will the entity be entitled to accept over-

subscriptions?

Yes or No

5B.4a *Provide details of the number or value of

over-subscriptions that the entity may

accept

Answer this question if your response to Q5B.4 is

“Yes”.


5B.5 *Will individual investors be required to

accept the offer for a minimum number or

value of +securities (i.e. a minimum

acceptance condition)?

Yes or No

5B.5a *Describe the minimum acceptance

condition

Answer this question if your response to Q5B.5 is

“Yes”.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 28

5B.6 *Will individual investors be limited to

accepting the offer for a maximum number

or value of +securities (i.e. a maximum

acceptance condition)?

Yes or No

5B.6a *Describe the maximum acceptance

condition

Answer this question if your response to Q5B.6 is

“Yes”.


5B.7

*Will a scale back be applied if the offer is

over-subscribed?

Yes or No

5B.7a *Describe the scale back arrangements

Answer this question if your response to Q5B.7 is

“Yes”.


5B.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


5B.9 *Has the offer price been determined? Yes or No

5B.9a *What is the offer price per +security?

Answer this question if your response to Q5B.9 is “Yes”

using the currency specified in your answer to Q5B.8.


5B.9b *How and when will the offer price be

determined?

Answer this question if your response to Q5B.9 is “No”.


5B.9c *Will the offer price be determined by way of

a bookbuild?

Answer this question if your response to Q5B.9 is “No”.

If your response to this question is “Yes”, please note

the information that ASX expects to be announced

about the results of the bookbuild set out in

section 4.12 of Guidance Note 30 Notifying an Issue of

Securities and Applying for their Quotation.

Yes or No

5B.9d *Provide details of the parameters that will

apply to the bookbuild (e.g. the indicative

price range for the bookbuild)

Answer this question if your response to Q5B.9 is “No”

and your response to Q5B.9c is “Yes”.


Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –

timetable

Question

No.

Question Answer

5C.1

*Lodgement date of +disclosure document

or +PDS with ASIC

Note: If the securities are to be quoted on ASX, you

must lodge an Appendix 2A Application for Quotation

of Securities with ASX within 7 days of this date.


5C.2 *Date when +disclosure document or +PDS

and acceptance forms will be made

available to investors


5C.3 *Offer open date

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 29

5C.4 *Closing date for receipt of acceptances

5C.5 [deleted]

5C.6 *Proposed +issue date

Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –

listing rule requirements

Question

No.

Question Answer

5D.1 *Has the entity obtained, or is it obtaining,

+security holder approval for the entire

issue under listing rule 7.1?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).

If the issuer has obtained security holder approval for

part of the issue only and is therefore relying on its

placement capacity under listing rule 7.1 and/or listing

rule 7.1A for the remainder of the issue, the response

should be ‘no’.

Yes or No

5D.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the issuer is an ASX Listing and

your response to Q5D.1 is “Yes”.


5D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity’s 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q5D.1 is “No”.

Yes or No

5D.1b(i)

*How many +securities are proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing,

your response to Q5D.1 is “No” and your response to

Q5D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


5D.1c *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing and

your response to Q5D.1 is “No”.

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 30

5D.1c(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity’s additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q5D.1 is “No” and your response to

Q5D.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.


5D.2

*Is a party referred to in listing rule 10.11

participating in the proposed issue?

Yes or No

Part 5E – Proposed non-pro rata offer under a +disclosure document or +PDS –

fees and expenses

Question

No.

Question Answer

5E.1 *Will there be a lead manager or broker to

the proposed offer?

Yes or No

5E.1a *Who is the lead manager/broker?

Answer this question if your response to Q5E.1 is

“Yes”.


5E.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q5E.1 is

“Yes”.


5E.2 *Is the proposed offer to be underwritten? Yes or No

5E.2a *Who are the underwriter(s)?

Answer this question if your response to Q5E.2 is

“Yes”.


5E.2b

*What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q5E.2 is

“Yes”.


5E.2c

*What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q5E.2 is

“Yes”.

Note: This includes any applicable discount the

underwriter receives to the issue price payable by

participants in the offer.


5E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q5E.2 is

“Yes”.

You may cross-refer to another document with this

information provided it has been released on the ASX

Market Announcements Platform.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 31

5E.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q5E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

Yes or No

5E.2e(i) *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q5E.2e is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


5E.2e(ii) *What is the extent of their underwriting or

sub-underwriting (ie the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q5E.2e is “Yes”.


5E.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q5E.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


5E.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?

Yes or No

5E.3a * Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q5E.3 is

“Yes”.

Dollar based ($) or percentage based (%)

5E.3b

*Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q5E.3 is “Yes”

and your response to Q5E.3a is “dollar based”.

$

5E.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q5E.3 is “Yes”

and your response to Q5E.3a is “percentage based”.

%

5E.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q5E.3 is

“Yes”.


5E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 32

Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –

further information

Question

No.

Question Answer

5F.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed offer

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☐ Other [provide details below]

Additional details:



5F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?

Yes or No

5F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q5F.2 is

“Yes”.


5F.3 *Please explain the entity’s allocation policy

for the offer, including whether or not

acceptances from existing +security holders

will be given priority


5F.4 *URL on the entity’s website where

investors can download the +disclosure

document or +PDS


5F.5 Any other information the entity wishes to

provide about the proposed offer

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 33

Part 6 – Details of proposed non-pro rata offer to wholesale investors

under an +information memorandum

If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete

Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.

Part 6A – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – conditions

Question

No.

Question Answer

6A.1 *Do any external approvals need to be

obtained or other conditions satisfied before

the non-pro rata offer to wholesale investors

under an information memorandum can

proceed on an unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

Yes or No

6A.1a Conditions

Answer these questions if your response to 6A.1 is “Yes”

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.

*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)


This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 34

Part 6B – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – offer details

Question

No.

Question Answer

6B.1 *+Class of +securities to be offered under

the +information memorandum (please

enter both the ASX security code &

description)


6B.2 *The number of +securities to be offered

under the +information memorandum

If the number of securities proposed to be issued is

based on a formula linked to a variable (for example,

VWAP or an exchange rate or interest rate), include the

number of securities based on the variable as at the

date the Appendix 3B is lodged with ASX and add a

note in the “Any other information the entity wishes to

provide about the proposed offer” field at the end of this

form making it clear that this number is based on the

variable as at the date of the Appendix 3B and that it

may change.


6B.3 *Will the offer be conditional on applications

for a minimum number of +securities being

received or a minimum amount being raised

(i.e. a minimum subscription condition)?

Yes or No

6B.3a *Describe the minimum subscription

condition

Answer this question if your response to Q6B.3 is

“Yes”.


6B.4 *Will the entity be entitled to accept over-

subscriptions?

Yes or No

6B.4a *Provide details of the number or value of

over-subscriptions that the entity may

accept

Answer this question if your response to Q6B.4 is

“Yes”.


6B.5

*Will individual investors be required to

accept the offer for a minimum number or

value of +securities (i.e. a minimum

acceptance condition)?

Yes or No

6B.5a *Describe the minimum acceptance

condition

Answer this question if your response to Q6B.5 is

“Yes”.


6B.6 *Will individual investors be limited to

accepting the offer for a maximum number

or value of +securities (i.e. a maximum

acceptance condition)?

Yes or No

6B.6a *Describe the maximum acceptance

condition

Answer this question if your response to Q6B.6 is

“Yes”.


6B.7 *Will a scale back be applied if the offer is

over-subscribed?

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 35

6B.7a *Describe the scale back arrangements

Answer this question if your response to Q6B.7 is

“Yes”.


6B.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


6B.9 *Has the offer price been determined? Yes or No

6B.9a *What is the offer price per +security?

Answer this question if your response to Q6B.9 is “Yes”

using the currency specified in your answer to Q6B.8.


6B.9b *How and when will the offer price be

determined?

Answer this question if your response to Q6B.9 is “No”.


6B.9c *Will the offer price be determined by way of

a bookbuild?

Answer this question if your response to Q6B.9 is “No”.

If your response to this question is “Yes”, please note

the information that ASX expects to be announced

about the results of the bookbuild set out in

section 4.12 of Guidance Note 30 Notifying an Issue of

Securities and Applying for their Quotation.

Yes or No

6B.9d

*Provide details of the parameters that will

apply to the bookbuild (e.g. the indicative

price range for the bookbuild)

Answer this question if your response to Q6B.9 is “No”

and your response to Q6B.9c is “Yes”.


Part 6C – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – timetable

Question

No.

Question Answer

6C.1 *Expected date of +information

memorandum


6C.2 *Date when +information memorandum and

acceptance forms will be made available to

investors


6C.3 *Offer open date

6C.4 *Closing date for receipt of acceptances

6C.5 [deleted]

6C.6 *Proposed +Issue date

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 36

Part 6D – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – listing rule requirements

Question

No.

Question Answer

6D.1 *Has the entity obtained, or is it obtaining,

+security holder approval for the entire

issue under listing rule 7.1?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).

If the issuer has obtained security holder approval for

part of the issue only and is therefore relying on its

placement capacity under listing rule 7.1 and/or listing

rule 7.1A for the remainder of the issue, the response

should be ‘no’.

Yes or No

6D.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the issuer is an ASX Listing and

your response to Q6D.1 is “Yes”.


6D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q6D.1 is “No”.

Yes or No

6D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing,

your response to Q6D.1 is “No” and your response to

Q6D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


6D.1c *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing

your response to Q6D.1 is “No”.

Yes or No

6D.1c(i)

*How many +securities are proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q6D.1 is “No” and your response to

Q6D.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.


6D.2 *Is a party referred to in listing rule 10.11

participating in the proposed issue?

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 37

Part 6E – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – fees and expenses

Question

No.

Question Answer

6E.1 *Will there be a lead manager or broker to

the proposed offer?

Yes or No

6E.1a *Who is the lead manager/broker?

Answer this question if your response to Q6E.1 is

“Yes”.


6E.1b

*What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q6E.1 is

“Yes”.


6E.2 *Is the proposed offer to be underwritten? Yes or No

6E.2a *Who are the underwriter(s)?

Answer this question if your response to Q6E.2 is

“Yes”.


6E.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q6E.2 is Yes


6E.2c

*What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q6E.2 is

“Yes”.

Note: This includes any applicable discount the

underwriter receives to the issue price payable by

participants in the issue.


6E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q6E.2 is

"Yes”.

You may cross-refer to another document with this

information provided it has been released on the ASX

Market Announcements Platform.


6E.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing and

your response to Q6E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

Yes or No

6E.2e(i) *What is the name of that party?

Answer this question if the issuer is ASX Listing and

your response to Q6E.2e is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 38

6E.2e(ii) *What is the extent of their underwriting or

sub-underwriting (ie the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q6E.2e is “Yes”.


6E.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is ASX Listing and

your response to Q6E.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


6E.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?

Yes or No

6E.3a * Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q6E.3 is

“Yes”.

Dollar based ($) or percentage based (%)

6E.3b *Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q6E.3 is “Yes”

and your response to Q6E.3a is “dollar based”.

$

6E.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q6E.3 is “Yes”

and your response to Q6E.3a is “percentage based”.

%

6E.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q6E.3 is

“Yes”.


6E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 39

Part 6F – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – further information

Question

No.

Question Answer

6F.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed offer

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☐ Other [provide details below]

Additional details:



6F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?

Yes or No

6F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q6F.2 is

“Yes”.


6F.3 *Please explain the entity’s allocation policy

for the offer, including whether or not

acceptances from existing +security holders

will be given priority


6F.4 *URL on the entity’s website where

wholesale investors can download the

+information memorandum


6F.5 Any other information the entity wishes to

provide about the proposed offer

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 40

Part 7 – Details of proposed placement or other issue

If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities

proposed to be issued in Part 8.

Part 7A – Proposed placement or other issue – conditions

Question

No.

Question Answer

7A.1 *Do any external approvals need to be

obtained or other conditions satisfied before

the placement or other type of issue can

proceed on an unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

No

7A.1a Conditions

Answer these questions if your response to 7A.1 is “Yes”.

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.

*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please answer “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



Part 7B – Details of proposed placement or other issue - issue details

Question

No.

Question Answer

7B.1 *+Class of +securities to be offered under

the placement or other issue (please enter

both the ASX security code & description)

KMD: fully paid ordinary shares

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 41

7B.2 Number of +securities proposed to be

issued

If the number of securities proposed to be issued is

based on a formula linked to a variable (for example,

VWAP or an exchange rate or interest rate), include

the number of securities based on the variable as at

the date the Appendix 3B is lodged with ASX and add

a note in the “Any other information the entity wishes to

provide about the proposed offer” field at the end of

this form making it clear that this number is based on

the variable as at the date of the Appendix 3B and that

it may change.

112,865,446

7B.3 *Are the +securities proposed to be issued

being issued for a cash consideration?

If the securities are being issued for nil cash consideration, answer

this question “No”.

Yes

7B.3a *In what currency is the cash consideration

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q7B.3 is

“Yes”.

NZD

7B.3b *What is the issue price per +security

Answer this question if your response to Q7B.3 is “Yes”

and by reference to the issue currency provided in your

response to Q7B.3a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q7B.3 as “No” and complete Q7B.3d.

NZ$0.06

7B.3c AUD equivalent to issue price amount per

+security

Answer this question if the currency is non-AUD

The A$ Price will be the Australian dollar

equivalent of NZ$0.060 based upon an

NZ$:A$ exchange rate published by the

Reserve Bank of New Zealand on Tuesday

31 March 2026, which will be announced on

Thursday 2 April 2026.

7B.3d Please describe the consideration being

provided for the +securities

Answer this question if your response to Q7B.3 is “No”.


7B.3e Please provide an estimate of the AUD

equivalent of the consideration being

provided for the +securities

Answer this question if your response to Q7B.1 is “No”.


Part 7C – Proposed placement or other issue – timetable

Question

No.

Question Answer

7C.1 *Proposed +issue date 13 April 2026

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 42

Part 7D – Proposed placement or other issue – listing rule requirements

Question

No.

Question Answer

7D.1 *Has the entity obtained, or is it obtaining,

+security holder approval for the entire

issue under listing rule 7.1?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).

If the issuer has obtained security holder approval for

part of the issue only and is therefore relying on its

placement capacity under listing rule 7.1 and/or listing

rule 7.1A for the remainder of the issue, the response

should be ‘no’.

Yes or No

7D.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the issuer is an ASX Listing and

your response to Q7D.1 is “Yes”.


7D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q7D.1 is “No”.

Yes or No

7D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity’s 15% placement capacity

under listing rule 7.1?

Answer this question the issuer is an ASX Listing, your

response to Q7D.1 is “No” and if your response to

Q7D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


7D.1c *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing and

your response to Q7D.1 is “No”.

Yes or No

7D.1c(i)

*How many +securities are proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q7D.1 is “No” and your response to

Q7D.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 43

7D.1c(ii) *Please explain why the entity has chosen

to do a placement or other issue rather than

a +pro rata issue or an offer under a

+security purchase plan in which existing

ordinary +security holders would have been

eligible to participate

Answer this question if the issuer is an ASX Listing,

your response to Q7D.1 is “No” and your response to

Q7D.1c is “Yes”.


7D.2 *Is a party referred to in listing rule 10.11

participating in the proposed issue?

Answer this question if the issuer is an ASX Listing.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

Yes or No

7D.3 *Will any of the +securities to be issued be

+restricted securities for the purposes of the

listing rules?

Note: the entity should not apply for quotation of

restricted securities

No

7D.3a *Please enter, the number and +class of the

+restricted securities and the date from

which they will cease to be +restricted

securities

Answer this question if your response to Q7D.3 is

“Yes”.


7D.4

*Will any of the +securities to be issued be

subject to +voluntary escrow?

No

7D.4a *Please enter the number and +class of the

+securities subject to +voluntary escrow

and the date from which they will cease to

be subject to +voluntary escrow

Answer this question if your response to Q7D.4 is

“Yes”.


Part 7E – Proposed placement or other issue – fees and expenses

Question

No.

Question Answer

7E.1 *Will there be a lead manager or broker to

the proposed issue?

Yes

7E.1a *Who is the lead manager/broker?

Answer this question if your response to Q7E.1 is

“Yes”.

Goldman Sachs New Zealand Limited (NZ

company number 421421) and Forsyth Barr

Limited (NZ company number 150925)

(together, the “Lead Managers”).

7E.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q7E.1 is

“Yes”.

KMD has agreed to pay the Lead Managers

a combined underwriting and lead

management fee of 3.2% of the total gross

proceeds raised under the Placement and

AREO.

KMD has agreed to pay Goldman Sachs

New Zealand Limited an arranger fee of

0.8% off the total gross proceeds raised

under the Placement and AREO.

7E.2 *Is the proposed issue to be underwritten? Yes

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 44

7E.2a *Who are the underwriter(s)?

Answer this question if your response to Q7E.2 is

“Yes”.

Goldman Sachs New Zealand Limited (NZ

company number 421421) and Forsyth Barr

Group Limited (NZ company number

1055894) (together, the “Underwriters”)

7E.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the issue that is

underwritten)?

Answer this question if your response to Q7E.2 is

“Yes”.

The Placement and AREO are fully

underwritten by the Underwriters.

7E.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q7E.2 is

“Yes”.

Note: This includes any applicable discount the

underwriter receives to the issue price payable by

participants in the issue.

KMD has agreed to pay the Underwriters a

combined underwriting and lead

management fee of 3.2% of the total gross

proceeds raised under the Placement and

AREO.

7E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q7E.2 is

“Yes”.

Note: You may cross-refer to a covering

announcement or to a separate annexure with this

information.

A summary of the significant events that

could lead to the underwriting being

terminated are set out under the heading

“Underwriting Agreement” in the offer

document.


7E.3 *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed issue?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q7E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

Yes or No

7E.3a *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q7E.3 is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


7E.3b

*What is the extent of their underwriting or

sub-underwriting (i.e. the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q7E.3 is “Yes”.


7E.3c *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q7E.3 is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


7E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed issue

Standard share registry, external advisers

and NZX/ASX administrative fees.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 45

Part 7F – Proposed placement or other issue – further information

Question

No.

Question Answer

7F.1 *The purpose(s) for which the entity is

issuing the securities

You may select one or more of the items in the list.

☐ To raise additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☒ Other [provide details below]

Additional details:

The proceeds of the equity raise will be used

to reduce KMD’s net debt position and to

fund transaction costs


7F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue proceeds?

No

7F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue proceeds

Answer this question if your response to Q7F.2 is

“Yes”.


7F.3 Any other information the entity wishes to

provide about the proposed issue

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 46

Part 8 – details of +securities proposed to be issued

Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to

issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each

class of security proposed to be issued.

Part 8A – type of +securities proposed to be issued

Question

No.

Question Answer

8A.1 *The +class of +securities proposed to be

issued is:

Tick whichever is applicable

Note: SPP offers must select “existing quoted class”

☒ Additional +securities in a class that is

already quoted on ASX ("existing

quoted class")

☐ Additional +securities in a class that is

not currently quoted, and not intended

to be quoted, on ASX ("existing

unquoted class")

☐ New +securities in a class that is not yet

quoted, but is intended to be quoted, on

ASX ("new quoted class")

☐ New +securities in a class that is not

quoted, and not intended to be quoted,

on ASX ("new unquoted class")

8A.2 *Any on-sale of the +securities proposed to

be issued within 12 months of their date of

issue will comply with the secondary sale

provisions in sections 707(3) and 1012C(6)

of the Corporations Act by virtue of:

Answer this question if your response to Q1.6 is “A

standard pro rata issue (non-renounceable or

renounceable)”, “An accelerated offer”, “A non-pro rata

offer to wholesale investors under an information

memorandum” or “A placement or other type of issue”

and your response to Q8A.1 is “existing quoted class”

or “new quoted class”.

Note: Under Appendix 2A of the Listing Rules, when

the entity applies for quotation of the securities

proposed to be issued, it gives a warranty that an offer

of the securities for sale within 12 months after their

issue will not require disclosure under section 707(3) or

1012C(6) of the Corporations Act.

If you are in any doubt as to the application of, or the

entity’s capacity to give, this warranty, please see ASIC

Regulatory Guide 173 Disclosure for on-sale of

securities and other financial products and consult your

legal adviser.

☐ The publication of a +disclosure

document or +PDS for the +securities

proposed to be issued

☐ The publication of a cleansing notice

under section 708A(5), 708AA(2)(f),

1012DA(5) or 1012DAA(2)(f)

☐ The publication of a +disclosure

document or +PDS involving the same

class of securities as the +securities

proposed to be issued that meets the

requirements of section 708A(11) or

1012DA(11)

☒ An applicable ASIC instrument or class

order

☐ Not applicable – the entity has

arrangements in place with the holder

that ensure the securities cannot be on-

sold within 12 months in a manner that

would breach section 707(3) or

1012C(6)

Note: Absent relief from ASIC, a listed entity can only

issue a cleansing notice where trading in the relevant

securities has not been suspended for more than

5 days during the shorter of: (a) the period during

which the class of securities are quoted; and (b) the

period of 12 months before the date on which the

relevant securities were issued.

Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the

entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted

class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities

that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX

Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure

document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX

an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 47

Part 8B – details of +securities proposed to be issued (existing quoted class or

existing unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.

Question

No.

Question Answer

8B.1 *ASX security code & description KMD fully paid ordinary securities

8B.1a ISIN Code for the entitlement or right to

participate in a non-renounceable issue; or

for the tradeable rights created under a

renounceable right issue (if Issuer is foreign

company and +securities do not have

+CDIs issued over them)

NZKMDE0001S3

8B.2a *Will the +securities to be quoted rank

equally in all respects from their issue date

with the existing issued +securities in that

class?

Yes

8B.2b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q8B.2a is

“No”.

Yes or No

8B.2c *Provide the actual non-ranking end date

Answer this question if your response to Q8B.2a is

“No” and your response to Q8B.2b is “Yes”.


8B.2d *Provide the estimated non-ranking end

period

Answer this question if your response to Q8B.2a is

“No” and your response to Q8B.2b is “No”.


8B.2e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q8B.2a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment or they

may not be entitled to participate in some other event,

such as an entitlement issue.


Part 8C – details of +securities proposed to be issued (new quoted class or new

unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.

Question

No.

Question Answer

8C.1 *+Security description

The ASX security code for this security will be

confirmed by ASX in due course.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 48

8C.2 *Security type

Select one item from the list.

Please select the most appropriate security type from

the list. This will determine more detailed questions to

be asked about the security later in this section. Select

“ordinary fully or partly paid shares/units” for stapled

securities or CDIs. For interest rate securities, please

select the appropriate choice from either “Convertible

debt securities” or “Non-convertible debt securities”

(tradeable securities); or “Wholesale debt securities”

(non-tradeable). Select “Other” for performance

shares/units and performance options/rights or if the

selections available in the list do not appropriately

describe the security being issued.

☐ Ordinary fully or partly paid shares/units

☐ Options

☐ +Convertible debt securities

☐ Non-convertible +debt securities

☐ Redeemable preference shares/units

☐ Wholesale debt securities

☐ Other

8C.3 ISIN code

Answer this question if you are an entity incorporated

outside Australia and you are proposing to issue a new

class of securities that will not have CDIs issued over

them. See also the note at the top of this form.


8C.3a ISIN Code for the entitlement or right to

participate in a non-renounceable issue; or

for the tradeable rights created under a

renounceable right issue (if Issuer is foreign

company and +securities do not have

+CDIs issued over them)


8C.4a *Will all the +securities proposed to be

issued in this class rank equally in all

respects from the issue date?

Yes or No

8C.4b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q8C.4a is

“No”.

Yes or No

8C.4c *Provide the actual non-ranking end date

Answer this question if your response to Q8C.5a is

“No” and your response to Q8C.4b is “Yes”.


8C.4d *Provide the estimated non-ranking end

period

Answer this question if your response to Q8C.4a is

“No” and your response to Q8C.4b is “No”.


8C.4e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q8C.4a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 49

8C.5 Please attach a document or provide a URL

link for a document lodged with ASX setting

out the material terms of the +securities

proposed to be issued or provide the

information by separate announcement.

You may cross-reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.


8C.6

*Have you received confirmation from ASX

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is “No” and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.

Yes or No

8C.7a Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 8C.2.

*+Security currency

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.


*Will there be +CDIs issued over the

+securities?

Yes or No

*+CDI ratio

Answer this question if you answered “Yes” to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security whereas

1:4 means 1 CDI represents 4 underlying securities).

X:Y

*Is it a partly paid class of +security? Yes or No

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the previous

question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to be

called amount on any security considered ‘partly paid’.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then the

paid up and unpaid amount per security in AUD).

X:Y

*Is it a stapled +security?

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.

Yes or No

8C.7b Option details

Answer the questions in this section if you selected this security type in your response to Question Q8C.2.

*+Security currency

This is the currency in which the exercise price is

payable.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 50

*Exercise price

The price at which each option can be exercised and

convert into the underlying security.

The exercise price should be provided per the security

currency (i.e. if the security currency is AUD, the

exercise price should be expressed in AUD).


*Expiry date

The date on which the options expire or terminate.


*Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if an option is exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert “One fully paid ordinary share

(ASX:ABC)”.


8C.7c Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

Q8C.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities” for further information on certain terms used in this section

*Type of +security

Select one item from the list

☐ Simple corporate bond

☐ Non-convertible note or bond

☐ Convertible note or bond

☐ Preference share/unit

☐ Capital note

☐ Hybrid security

☐ Other

*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.


*Face value

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the face

value per security in AUD).


*Interest or dividend rate type

Select one item from the list

Select the appropriate interest rate type per the terms

of the security. Definitions for each type are provided in

the Guide to the Naming Conventions and Security

Descriptions for ASX Quoted Debt and Hybrid

Securities

Note, this and the following questions also refer to

dividend rates and payments, as would be relevant to

preference securities.

☐ Fixed rate

☐ Floating rate

☐ Indexed rate

☐ Variable rate

☐ Zero coupon/no interest

☐ Other

*Frequency of coupon/interest/dividend

payments per year

Select one item from the list.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No coupon/interest payments

☐ Other

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 51

*First interest/dividend payment date

A response is not required if you have selected “No

coupon/interest payments” in response to the question

above on the frequency of coupon/interest payments


*Interest/dividend rate per annum

Answer this question if the interest rate type is fixed.

% p.a.


*Is the interest/dividend rate per annum

estimated at this time?

Answer this question if the interest rate type is fixed.

Yes or No

*If the interest/dividend rate per annum is

estimated, then what is the date for this

information to be announced to the market

(if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this time.



*Does the interest/dividend rate include a

reference rate, base rate or market rate

(e.g. BBSW or CPI)?

Answer this question if the interest rate type is floating

or indexed.

Yes or No


*What is the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed and your response to the previous question

is “Yes”.


*Does the interest/dividend rate include a

margin above the reference rate, base rate

or market rate?

Answer this question if the interest rate type is floating

or indexed.

Yes or No

*What is the margin above the reference

rate, base rate or market rate (expressed as

a percent per annum)

Answer this question if the interest rate type is floating

or indexed and your response to the previous question

is “Yes”.

% p.a.

*Is the margin estimated at this time?

Answer this question if the interest rate type is floating

or indexed.

Yes or No

*If the margin is estimated, then what is the

date for this information to be announced to

the market (if known)

Answer this question if the interest rate type is floating

or indexed and your response to the previous question

is “Yes”.

Answer “Unknown” if the date is not known at this time.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 52

*S128F of the Income Tax Assessment Act

status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

“Not applicable” means s128F is not applicable to this

security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable


*Is the +security perpetual (i.e. no maturity

date)?

Yes or No

*Maturity date

Answer this question if the security is not perpetual


*Select other features applicable to the

+security

Up to 4 features can be selected. Further information is

available in the Guide to the Naming Conventions and

Security Descriptions for ASX Quoted Debt and Hybrid

Securities.

☐ Simple

☐ Subordinated

☐ Secured

☐ Converting

☐ Convertible

☐ Transformable

☐ Exchangeable

☐ Cumulative

☐ Non-Cumulative

☐ Redeemable

☐ Extendable

☐ Reset

☐ Step-Down

☐ Step-Up

☐ Stapled

☐ None of the above

*Is there a first trigger date on which a right

of conversion, redemption, call or put can

be exercised (whichever is first)?

Yes or No

*If yes, what is the first trigger date

Answer this question if your response to the previous

question is “Yes”.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 53

*Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the +securities are converted,

transformed or exchanged (including, if

applicable, any interest)

Answer this question if the security features include

“converting”, “convertible”, “transformable” or

“exchangeable”.

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security code

ABC, please insert “1,000 fully paid ordinary shares

(ASX:ABC)”.


8C.7d Details of wholesale debt securities

Answer the questions in this section if you selected this security type in your response to Question Q8C.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities” for further information on certain terms used in this section

CFI

FISN

*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.


Total principal amount of class

Face value

This is the offer / issue price or value at which the

security was offered on issue.


Number of +securities

This should be the total principal amount of class

divided by the face value


*Interest rate type

Select the appropriate interest rate type per the terms

of the security.

☐ Fixed rate

☐ Floating rate

☐ Fixed to floating

☐ Floating to fixed

*Frequency of coupon/interest payments

per year

Select one item from the list. The number of interest

payments to be made per year for a wholesale debt

security.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No payments

*First interest payment date

A response is not required if you have selected “No

payments” in response to the question above on the

frequency of coupon/interest payments.


*Interest rate per annum

A response is not required if you have selected “No

payments” in response to the question above on the

frequency of coupon/interest payments. The rate

represents the total rate for the first payment period

which may include a reference or base rate plus a

margin rate and other adjustment factors where

applicable, stated on a per annum basis. If the rate is

only an estimate at this time please enter an indicative

rate and provide the actual rate once it has become

available.

%

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 54

*Maturity date

The date on which the security matures.


Class type description



*S128F of the Income Tax Assessment Act

status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

“Not applicable” means s128F is not applicable to this

security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable


Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21; 05/02/24

---

KMD BRANDS LIMITED W kmdbrands.com



KMD Brands Limited (KMD.NZX/KMD.ASX)


31 March 2026

NZX Regulation Limited (NZ RegCo)

Level 2, NZX Centre

11 Cable Street

Wellington 6011

New Zealand


ASX Limited

20 Bridge Street

Sydney

New South Wales 2000

Australia



Notice Pursuant to Clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014

KMD Brands Limited (KMD) has today announced that it will undertake a placement and accelerated renounceable

entitlement offer of new fully paid ordinary shares of the same class as already quoted on the NZX and the ASX

(together, the Offer).

Pursuant to clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA), clause 20 of Schedule 8 of

the Financial Markets Conduct Regulations 2014 (FMC Regulations) and the Australian Corporations Act 2001 (Cth)

(Corporations Act), KMD states that:

1 KMD is making the Offer in reliance upon the exclusion in clause 19 of Schedule 1 of the FMCA and is giving

this notice under clause 20(1)(a) of Schedule 8 of the FMC Regulations.

2 KMD will offer the ordinary shares for issue and issue the ordinary shares under the Offer without disclosure

under Part 6D.2 of the Corporations Act.

3 KMD is giving this notice under section 708A(12J) of the Corporations Act (as notionally inserted by ASIC

Instrument 19-0895) and 708AA(2)(f) of the Corporations Act (as notionally modified by the ASIC

Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Instrument 19-0895).

4 As at the date of this notice, KMD is in compliance:

4.1 with the continuous disclosure obligations that apply to it in relation to KMD's quoted ordinary shares

and its obligations under rule 1.15.2 of the ASX Listing Rules; and

4.2 with its "financial reporting obligations" within the meaning set out in clause 20(5) of Schedule 8 of

the FMC Regulations.

5 As at the date of this notice, there is no information that is "excluded information" as defined in clause 20(5)

of Schedule 8 to the FMC Regulations in respect of KMD.

The Offer is not expected to have any effect on the control of KMD within the meaning set out in clause 48 of

Schedule 1 of the FMCA.

This notice has been authorised for release to NZX and ASX by:

Frances Blundell, Chief Legal & ESG Officer and Company Secretary

KMD Brands Limited

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.