KMD 15/10/2014 09:47 MEETING REL: 0947 HRS Kathmandu Holdings Limited MEETING: KMD: Notice of Annual General Meeting 2014 KATHMANDU HOLDINGS LIMITED (ARBN 139 836 918) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS GIVEN that the fifth Annual General Meeting of Kathmandu Holdings Limited ("the Company") will be held at the Crown Promenade Hotel, 8 Whiteman Street, Southbank, Melbourne, Victoria, Australia, on Friday, 21 November 2014 at 11:00am (Victoria, Australia time). ORDINARY BUSINESS FINANCIAL STATEMENTS 1. To receive and consider the Financial Report of the Company for the year ended 31 July 2014 together with the Directors' and Auditor's reports. ELECTION OF DIRECTORS 2.a. Mr. David Kirk To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Mr. David Kirk, (being appointed as a Director by the Board on 21 November 2013), who retires in accordance with Article 4.3(b) of the Company's Constitution and NZX Main Board Listing Rule 3.3.6 and, being eligible, offers himself for election, be elected as a Director of the Company." 2.b. 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.c Mr. Mark Todd To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Mr. Mark Todd 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." In the Board's opinion Mr Harvey and Mr Kirk, 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. Mr Todd, if appointed as at the date of this Notice of Meeting would not be considered 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 MARK TODD 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 Mark Todd, Finance Director and Chief Operating Officer, of a number of performance rights up to a value of NZ$336,000, 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 Mark Todd 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 OPERATING OFFICER Please note that for shareholders who are unable to attend the meeting, transcripts of the Chairman's and Chief Operating 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. By Order of the Board Reuben Casey Company Secretary 15 October 2014 Please see attached for full explanatory statement.
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