Ann: WAV/RULE: KMD: KMD - Waiver from NZSX Listin

• Release Date: 03/10/12 16:33
• Summary: WAV/RULE: KMD: KMD - Waiver from NZSX Listing Rule 5.5.1(b)
• Price Sensitive: No
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KMD
03/10/2012 13:33
WAV/RULE

REL: 1333 HRS Kathmandu Holdings Limited

WAV/RULE: KMD: KMD - Waiver from NZSX Listing Rule 5.5.1(b)

1 October 2012

NZX Regulation
Kathmandu Holdings Limited
Application for waiver from NZSX Listing Rule 5.5.1(b)

Background

1. Kathmandu Holdings Limited ("KMD") is Listed on NZX's Main Board.

2. KMD has both the ASX and NZX as its Home Exchanges.

3. KMD's shareholders are primarily located in Australia and New Zealand. As
at 31 July 2012, approximately 57% of KMD's shareholder base was located in
Australia, and 31% was located in New Zealand. Shareholders from other
countries constituted the remaining 12% of KMD's shareholder base.

4. KMD wishes to hold its 2012 annual shareholder meeting ("2012 Meeting")
scheduled for 16 November 2012, and every annual shareholder meeting in each
alternate year thereafter ("Alternate Meeting"), in Australia.

5. NZSX Listing Rule ("Rule") 5.5.1(b) requires an Issuer which has NZX as
its Home Exchange to hold all meetings of holders of its Quoted Securities in
New Zealand.

Application

6. KMD has approached NZX Regulation ("NZXR") seeking a waiver from Rule
5.5.1(b) so that it may hold its 2012 Meeting, and every Alternate Meeting,
in Australia.

7. In support of its application KMD submits that:

 (a)  The granting of a waiver from Rule 5.5.1(b) would allow KMD to
alternate its annual shareholder meeting between New Zealand and Australia.
Australia is the geographic location of the majority of KMD's shareholders;

 (b)  If KMD is required to hold all of its annual shareholder meetings in
New Zealand, then approximately two-thirds of KMD's shareholders would be
required to travel internationally to attend meetings. This would make it
more difficult and costly for those shareholders to attend the annual
shareholder meetings; and

 (c)  The objective of Rule 5.5.1(b) is to ensure that the location of
shareholder meetings does not hinder the attendance of shareholders. As the
majority of KMD's shareholders are located in Australia and New Zealand,
alternating KMD's shareholder meetings between Australia and New Zealand will
ensure that one shareholder group is not disadvantaged.

Rule 5.5.1(b)

8. Rule 5.5.1(b) provides:
  An Issuer which has NZX as its Home Exchange shall at all times while it is
Listed: ...

(b)  hold all meetings of holders of Quoted Securities of that Issuer in New
Zealand

9. Footnote 1 to Rule 5.5.1(b) provides:
NZX may waive the requirement in Rule 5.5.1(b) on application in respect of
particular meetings if it is satisfied that Quoted Security holders generally
are not likely to be prejudiced by the holding of the meeting outside New
Zealand.

Decision

10. On the basis that the information provided to NZXR is full and accurate
in all material respects, and subject to the conditions contained in
paragraph 11 below, NZXR grants KMD a waiver from Rule 5.5.1(b) to allow KMD
to hold its 2012 annual shareholder meeting, and every annual shareholder
meeting in each alternate year thereafter, in Australia.

11. The waiver granted in paragraph 10 is granted on the following conditions
that apply in respect of each annual shareholder meeting KMD wishes to hold
in Australia:

(a) KMD has both NZX and ASX as its Home Exchanges at the date of the
meeting;

(b) KMD provides NZXR with notice that it intends to hold a shareholder
meeting in Australia at least 10 Business Days before the notice of meeting
for that shareholder meeting is intended to be circulated to shareholders.
Such notice is to include the following information:

(i) The percentage of KMD's shareholders that are domiciled in each of New
Zealand and Australia as at a date not earlier than one month before the date
that KMD provides notice to NZXR; and

(ii) The particular arrangements that KMD will put in place (if any) to
facilitate participation by New Zealand domiciled shareholders in that
meeting;

(c) NZXR confirms to KMD in writing that the waiver will apply in respect of
that shareholder meeting;

(d) The notice of meeting includes a statement that KMD's shareholders
(including those shareholders resident in jurisdictions other than Australia)
are permitted to submit questions to KMD's Board, senior management and
auditors up until 3 Business Days in advance of that meeting and that these
questions will be answered within the general questions phase of the meeting;

(e) The question and answer session is transcribed and posted on KMD's
website and released to the market within 24 hours after that meeting; and

(f) The Chairman and Chief Executive Officer's addresses and slide
presentations are posted on KMD's website and released via NZX's market
announcement platform no later than the time at which the addresses are made
at that meeting.

Reasons

12. In coming to the decision to grant KMD a waiver from Rule 5.5.1(b), NZXR
has considered the following factors:

(a) The purpose underlying Rule 5.5.1(b) is to ensure that shareholders are
presented with a fair opportunity to participate in shareholder meetings. The
conditions set out in paragraph 11 above require KMD to ensure that
arrangements are made for New Zealand domiciled shareholders to participate
in each meeting that is held in Australia, including arrangements for
questions to be submitted in advance to be answered at those meetings. These
arrangements will facilitate New Zealand domiciled shareholders'
participation in the meetings held in Australia;

(b) It is also a condition of the waiver that KMD's Chairman and Chief
Executive Officer's addresses will be made available via KMD's website and
will be released to the market no later than the time at which the addresses
are made at the meeting. This condition will ensure that shareholders who do
not personally attend the meeting are provided with the same information that
is provided to those shareholders who attend the meeting in person;

(c) A large proportion of KMD's shareholder base (being 57% as at 31 July
2012) is domiciled in Australia. Therefore it is reasonable for KMD to hold
each alternate shareholder meeting in Australia to provide those shareholders
with the opportunity to attend shareholder meetings in person;

(d) There is no long-stop date to the waiver granted from Rule 5.5.1(b).
However, it is a condition of the waiver that NZXR confirms to KMD that the
waiver applies in respect of each shareholder meeting to be held in
Australia. This will ensure this waiver remains subject to NZXR oversight.
NZXR will have the ability to determine whether it is appropriate for the
waiver to apply in respect of each shareholder meeting that KMD wishes to
hold in Australia; and

(e) There is precedent for the granting of a waiver from Rule 5.5.1(b),
including the waiver granted to KMD on 13 September 2010 in respect of its
2010 annual shareholder meeting.

ENDS
End CA:00228079 For:KMD    Type:WAV/RULE   Time:2012-10-03 13:33:52