Placement cleansing notice

Kathmandu Holdings Limited 223 Tuam Street, Christchurch 8011 249 Park Street, South Melbourne, Victoria 3205 PO Box 1234, Christchurch 8140, New Zealand PO Box 984, South Melbourne, Victoria 3205, Australia Phone: +64 3 373 6110 Fax: +64 3 373 6116 Phone: +61 3 9267 9999 Fax: +61 3 9267 9933 kathmandu.co.nz kathmandu.com.au 20 March 2018 NZX Limited Level 1, NZX Centre 11 Cable Street Wellington ASX Limited 20 Bridge Street Sydney NSW 2000 1. NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014: PLACEMENT OFFER 1 Kathmandu Holdings Limited (Kathmandu) has announced that it will undertake a placement of new fully paid ordinary shares of the same class as already quoted on the NZX Main Board of NZX Limited and the Australian Securities Exchange operated by ASX Limited (the Placement). 2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (FMC Regulations), and the Financial Markets Conduct Act 2013 (FMCA), Kathmandu states that: 2.1 Kathmandu is making the Placement in reliance upon the exclusion in clause 19 of Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of Schedule 8 to the FMC Regulations. 2.2 As at the date of this notice, Kathmandu is in compliance with the continuous disclosure obligations that apply to it in relation to ordinary shares in Kathmandu. There is no information that is "excluded information" as defined in clause 20(5) of Schedule 8 to the FMC Regulations. 2.3 As at the date of the notice, Kathmandu is in compliance with its financial reporting obligations. 2.4 The Placement is not expected to have any material effect or consequence on the control of Kathmandu. 3 A separate notice will be given under s 708A(5)(e) of the Corporations Act 2001 (Cth) following allotment of the Placement shares. Yours faithfully Reuben Casey Company Secretary Kathmandu Holdings Limited End CA:00315752 For:KMD Type:OFFER Time:2018-03-20 09:58:14