Notice of Annual Meeting and Proxy form

NOTICE IS GIVEN that the eighth Annual Meeting of Kathmandu Holdings Limited ("the Company") will be held at Collins Square, 727 Collins Street, Melbourne, Australia on Friday, 24 November 2017 at 11:00am (Australian Eastern Standard time). Ordinary Business Financial Statements 1. To receive and consider the Financial Report of the Company for the year ended 31 July 2017 together with the Directors' and Auditor's reports. Election of Directors 2.a 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.b Mr. Philip Bowman To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Mr. Philip Bowman, having been appointed by the Board as a Director on 2 October 2017 and holding office only until the next Annual Meeting, is now eligible for election in accordance with Article 4.3 of the Company's Constitution and, being eligible, offers himself for election, be elected as a Director of the Company." 2.c Mr. Brent Scrimshaw To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, Mr. Brent Scrimshaw, having been appointed by the Board as a Director on 2 October 2017 and holding office only until the next Annual Meeting, is now eligible for election in accordance with Article 4.3 of the Company's Constitution and, being eligible, offers himself for election, be elected as a Director of the Company." In the Board's opinion Mr. Harvey, Mr. Bowman and Mr. Scrimshaw, 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$568,050, 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 (Mr Simonet being the only director of the Company eligible to participate in the Kathmandu Holdings Limited Long Term Incentive Plan). 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 17 October 2017 End CA:00308885 For:KMD Type:MEETING Time:2017-10-18 13:39:02