Ann: MEETING: KMD: KMD: Notice of Annual General Meeting 2015

• Release Date: 14/10/15 15:56
• Summary: MEETING: KMD: KMD: Notice of Annual General Meeting 2015
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					KMD
14/10/2015 15:56
MEETING
NOT PRICE SENSITIVE
REL: 1556 HRS Kathmandu Holdings Limited

MEETING: KMD: KMD: Notice of Annual General Meeting 2015

KATHMANDU HOLDINGS LIMITED (ARBN 139 836 918)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the sixth Annual General Meeting of Kathmandu Holdings
Limited ("the Company") will be held at the
George Hotel, 50 Park Terrace, Christchurch, New Zealand on Friday, 20
November 2015 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 2015 together with the Directors' and
Auditor's reports.

ELECTION OF DIRECTORS

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

"That Mr. John Holland 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. Christine Cross
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:

"That Ms. Christine Cross 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 Holland and Ms Cross, 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."

GRANT OF PERFORMANCE RIGHTS TO XAVIER SIMONET 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 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 4

In accordance with ASX Listing Rule 14.11.1, the Company will disregard any
votes cast on Item 4 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 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 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
14 October 2015

Please see attached for full explanatory statement
End CA:00271749 For:KMD    Type:MEETING    Time:2015-10-14 15:56:05