KMD
12/02/2015 08:30
SSH
NOT PRICE SENSITIVE
REL: 0830 HRS Kathmandu Holdings Limited

SSH: KMD: SSH Notice - The Goldman Sachs Group, Inc

Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013

To NZX Limited
and
To Kathmandu Holdings Limited (KMD)

Date this disclosure made: 12 February 2015

Date on which substantial holding began: 9 February 2015

Substantial product holder(s) giving disclosure
Full name(s): The Goldman Sachs Group, Inc. ("GSGI") on behalf of itself and
its subsidiaries ("Goldman Sachs Group") including its significant
subsidiaries listed in Annexure A.

Summary of substantial holding
Class of quoted voting products: Ordinary shares

Summary for GSGI on behalf of itself and the Goldman Sachs Group.

For this disclosure,
(a) total number held in class: 12,418,410
(b) total in class: 201,484,583
(c) total percentage held in class: 6.1635%

Details of relevant interests

Details for Goldman, Sachs & Co. (GSCO)

Nature of relevant interest(s):  Beneficial holder

For that relevant interest, -
(a) number held in class: 141,000
(b) percentage held in class: 0.0700%
(c) current registered holder(s): HSBC Custody Nominees (New Zealand) Limited

(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs International (GSI)

Nature of relevant interest(s):  Beneficial holder

For that relevant interest, -
(a) number held in class: 66,742
(b) percentage held in class: 0.0331%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New
Zealand) Limited,  HSBC Custody Nominees Australia Limited, Bank of New York
Mellon
(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs International (GSI)

Nature of relevant interest(s):  Beneficial holder subject to a qualification
to its ability to exercise voting rights as set out in Overseas Securities
Lender's Agreements. Forms of Overseas Securities Lender's Agreements
attached as relevant agreements in Annexure C (86 pages).

For that relevant interest, -
(a) number held in class: 399,399
(b) percentage held in class: 0.1982%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New
Zealand) Limited,  HSBC Custody Nominees Australia Limited, Bank of New York
Mellon
(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs International (GSI)

Nature of relevant interest(s): Beneficial holder

For that relevant interest, -
(a) number held in class: 126,285
(b) percentage held in class: 0.0627%
(c) current registered holder(s) of securities: HSBC Custody Nominees
Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs New Zealand Limited (GSNZ)

Nature of relevant interest(s): Beneficial holder
For that relevant interest, -
(a) number held in class: 71,060
(b) percentage held in class: 0.0353%
(c) current registered holder(s) of securities: GSNZ
(d) registered holder(s) once transfers are registered: NA

Details for Goldman Sachs Australia Managed Funds Limited (GSAMF)

Nature of relevant interest(s): GSAMF has a relevant interest in the ordinary
shares only in their capacity as responsible entity for a range of Goldman
Sachs Australia registered managed investment schemes.

For that relevant interest, -
(a) number held in class: 1,497,938
(b) percentage held in class: 0.7435%
(c) current registered holder(s) of securities: RBC Dexia Investor Services
Australia Pty Limited
(d) registered holder(s) once transfers registered: NA

Details for Goldman Sachs Asset Management Australia Pty Ltd (GSAMA)

Nature of relevant interest(s): GSAMA has a relevant interest in the ordinary
shares only in their capacity as investment managers for a range of Goldman
Sachs Australia registered managed investment schemes. GSAMA's relevant
interests arise under investment management contract(s) and only from the
powers of investment contained in those contract(s), including the power to
exercise, or to control the exercise of, a right to vote attached to KMD
shares, or to acquire or dispose of, or to control the acquisition or
disposal of, the KMD shares.

For that relevant interest,
(a) number held in class: 1,497,938
(b) percentage held in class: 0.7435%
(c) current registered holder(s) of securities: RBC Dexia Investor Services
Australia Pty Limited
(d) registered holder(s) once transfers registered: NA

Details for Goldman Sachs Asset Management Australia Pty Ltd (GSAMA)
Nature of relevant interest(s): GSAMA has a relevant interest in the ordinary
shares only in their capacity as investment managers for client portfolio(s).
GSAMA's relevant interests arise under investment management contract(s) and
only from the powers of investment contained in those contract(s), including
the power to exercise, or to control the exercise of, a right to vote
attached to KMD shares, or to acquire or dispose of, or to control the
acquisition or disposal of, the KMD shares.

For that relevant interest,
(a) number held in class: 10,115,986
(b) percentage held in class: 5.0207%
(c) current registered holder(s) of securities: JP Morgan Chase Bank, Sydney

(d) registered holder(s) of securities once transfers registered: NA

Details of transactions and events giving rise to person beginning to have
substantial holding
Details of the transactions or other events requiring disclosure under the
instructions to this form:
Please see Annexure B.

Additional information

Address(es) of substantial product holder(s):
The Goldman Sachs Group, Inc. - Corporation Trust Center, 1209 Orange Street,
Wilmington DE 19801, U.S.A.
Goldman, Sachs & Co. - 200 West Street, New York, NY 10282, U.S.A.
Goldman Sachs International - Peterborough Court, 133 Fleet Street, London
EC4A 2BB, United Kingdom
Goldman Sachs New Zealand Limited - Level 38, Vero Centre, 48 Shortland
Street, Auckland 1010, New Zealand
Goldman Sachs Australia Managed Funds Limited - Level 17, 101 Collins Street,
Melbourne, Victoria 3000, Australia
Goldman Sachs Asset Management Australia Pty Ltd - Level 17, 101 Collins
Street, Melbourne, Victoria 3000, Australia

Contact details:
Contact person - Raymond Chow
Contact number - 852 2978 7696
Email - gs-reg-ops-hk-posn@gs.com

Nature of connection between substantial product holders:
The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of
the voting securities of each of:
- Goldman, Sachs & Co.;
- Goldman Sachs International;
- Goldman Sachs New Zealand Limited;
- Goldman Sachs Australia Managed Funds Limited; and
- Goldman Sachs Asset Management Australia Pty Ltd..

Declaration
I, Raymond Chow, declare that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly
authorised to make this disclosure by all persons for whom it is made.

Signature

Print name:

Raymond Chow
(signing under power of attorney)
Capacity:
Attorney

Date:
12 February 2015
End CA:00260539 For:KMD    Type:SSH        Time:2015-02-12 08:30:03


                        
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