1H FY2026 Interim Results and Equity Raising
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
6
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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2
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.