Kathmandu Holdings Limited (ARBN 139 836 918)
NOTICE OF ANNUAL MEETING
NOTICE IS GIVEN that the seventh Annual Meeting of Kathmandu Holdings Limited
("the Company") will be held at the Kathmandu, 223 Tuam St, Christchurch, New
Zealand on Friday, 18 November 2016 at 11:00am (New Zealand time).
Ordinary Business
Financial Statements
1. To receive and consider the Financial Report of the Company for the year
ended 31 July 2016 together with the Directors'' and Auditor''s reports.
Election of Directors
2.a. Mr. David Kirk
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:
"That Mr. David Kirk who retires by rotation in accordance with Article 4.4
of the Company''s Constitution and NZX Main Board Listing Rule 3.3.11 and,
being eligible, offers himself for re-election, be re-elected as a Director
of the Company."
2.b Ms. Sandra McPhee
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:
"That Ms. Sandra McPhee who retires by rotation in accordance with Article
4.4 of the Company''s Constitution and NZX Main Board Listing Rule 3.3.11 and,
being eligible, offers herself for re-election, be re-elected as a Director
of the Company."
In the Board''s opinion Mr Kirk and Ms McPhee, would, if appointed as at the
date of this Notice of Meeting, each be an Independent Director of the
Company as defined in the NZX Main Board Listing Rules.
Auditors'' Remuneration
3. To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:
"To record that PricewaterhouseCoopers continue in office as the Company''s
auditors and to authorise the Directors to fix the remuneration of
PricewaterhouseCoopers for the ensuing year."
Approval of the issue of securities under the Long Term Incentive Plan for
Employees
4. To consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"That approval is given for the purpose of Exception 9 in ASX Listing Rule
7.2 and for all other purposes for the grant of performance rights, and the
subsequent issue or transfer of ordinary Kathmandu Holdings Limited shares to
participants, under the Kathmandu Holdings Limited Long Term Incentive Plan
on the terms contained in the Explanatory Statement, which are in all
respects the same as those previously approved by shareholders when the Plan
was initially adopted on 24 November 2010."
Voting exclusion statement - Item 4
In accordance with ASX Listing Rule 14.11.1, the Company will disregard any
votes cast on Item 4 by any Executive Director of the Company or any other
person to whom performance rights will be granted under the Plan (and any
associate of such persons).
However, the Company need not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled to vote in
accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who
is entitled to vote, in accordance with a direction on the proxy form to vote
as the proxy decides.
Grant of performance rights to Xavier Simonet under the Kathmandu Holdings
Limited Long Term Incentive Plan
5. To consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"That, for the purposes of ASX Listing Rule 10.14, and for all other
purposes, approval is hereby given for the grant to Xavier Simonet, Managing
Director and Chief Executive Officer, of a number of performance rights up to
a value of A$546,000, calculated in accordance with the formula and terms
described in the Explanatory Statement which forms part of this Notice of
Meeting."
Voting exclusion statement - Item 5
In accordance with ASX Listing Rule 14.11.1, the Company will disregard any
votes cast on Item 5 by Xavier Simonet or any of his associates.
However, the Company need not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled to vote in
accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who
is entitled to vote, in accordance with a direction on the proxy form to vote
as the proxy decides.
General business - Item 6
To consider such other business of the Company as may be properly brought
before the meeting in accordance with the Company''s Constitution.
Ordinary resolution
An ordinary resolution is a resolution passed by a simple majority (i.e. over
50% of the votes of shareholders of the Company entitled to vote and voting).
Addresses by Chairman and Chief Executive Officer
Please note that for shareholders who are unable to attend the meeting,
transcripts of the Chairman''s and Chief Executive Officer''s addresses to the
meeting (and any accompanying slide presentations) will be posted on the
Company''s website at kathmanduholdings.com and released to NZX''s and ASX''s
market announcement platform at the same time or before they are delivered to
the meeting.
Approvals
This notice of meeting has been approved by ASX and NZX.
NZX takes no responsibility for any statement made in this notice of meeting.
By Order of the Board
Reuben Casey
Company Secretary
13 October 2016
End CA:00290779 For:KMD Type:MEETING Time:2016-10-13 11:18:32