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

• Release Date: 16/10/13 11:58
• Summary: MEETING: KMD: KMD: Notice of Annual General Meeting 2013
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					KMD
16/10/2013 09:58
MEETING

REL: 0958 HRS Kathmandu Holdings Limited

MEETING: KMD: KMD: Notice of Annual General Meeting 2013

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the fourth Annual General Meeting of Kathmandu Holdings
Limited ("the Company") will be held at the Stamford Plaza, Albert Street,
Auckland, New Zealand on Wednesday, 20 November 2013 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 2013 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, 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, being eligible, offers herself for
re-election, be re-elected as a Director of the Company."

2.c. Ms. Christine Cross
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:
"That Ms. Christine Cross, being appointed as a Director on 11 December 2012,
is now eligible for election in accordance with Article 4.3 of the Company's
Constitution and, being eligible, offers herself for election, be elected as
a Director of the Company."

In the Board's opinion Mr Holland, Ms McPhee, 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 NZSX Listing Rules.

Auditor's 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
auditor 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 Peter Halkett 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 Peter Halkett, Managing Director
and Chief Executive Officer, of a number of performance rights up to a value
of A$483,900, 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 any Executive Director of the Company or their
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.

Grant of performance rights to Mark Todd under the Kathmandu Holdings Limited
Long Term Incentive Plan

6. 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, Chief Financial Officer and Company Secretary, of a number of
performance rights up to a value of NZ$292,500, 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 6
In accordance with ASX Listing Rule 14.11.1, the Company will
disregard any votes cast on Item 6 by any Executive Director of
the Company or their 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 www.
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.

By Order of the Board

Mark Todd
Company Secretary
16 October 2013

Please see attached for full explanatory statement.
End CA:00242432 For:KMD    Type:MEETING    Time:2013-10-16 09:58:02