KMD
15/10/2014 09:47
MEETING

REL: 0947 HRS Kathmandu Holdings Limited

MEETING: KMD: Notice of Annual General Meeting 2014

KATHMANDU HOLDINGS LIMITED (ARBN 139 836 918)
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the fifth Annual General Meeting of Kathmandu Holdings
Limited ("the Company") will be held at the Crown Promenade Hotel, 8 Whiteman
Street, Southbank, Melbourne, Victoria, Australia, on Friday, 21 November
2014 at 11:00am (Victoria, Australia time).

ORDINARY BUSINESS

FINANCIAL STATEMENTS
1. To receive and consider the Financial Report of the Company for the year
ended 31 July 2014 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, (being appointed as a Director by the Board on 21
November 2013), who retires in accordance with Article 4.3(b) of the
Company's Constitution and NZX Main Board Listing Rule 3.3.6 and, being
eligible, offers himself for election, be elected as a Director of the
Company."

2.b. Mr. John Harvey
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:

"That Mr. John Harvey 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.c Mr. Mark Todd
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:

"That Mr. Mark Todd 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."

In the Board's opinion Mr Harvey and Mr Kirk, 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. Mr Todd, if appointed
as at the date of this Notice of Meeting would not be considered 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."

GRANT OF PERFORMANCE RIGHTS TO MARK TODD UNDER THE KATHMANDU HOLDINGS LIMITED
LONG TERM INCENTIVE PLAN

4. 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 Mark Todd, Finance
Director and Chief Operating Officer, of a number of performance rights up to
a value of NZ$336,000, 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 4

In accordance with ASX Listing Rule 14.11.1, the Company will disregard any
votes cast on Item 4 by Mark Todd 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 5

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 OPERATING OFFICER

Please note that for shareholders who are unable to attend the meeting,
transcripts of the Chairman's and Chief Operating 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.

By Order of the Board

Reuben Casey
Company Secretary
15 October 2014

Please see attached for full explanatory statement.


                        
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