SPH Notice – Trade Window Holdings Limited

Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Trade Window Holdings Limited ("TWL")
Date this disclosure made: 22 November 2021
Date on which substantial holding began: 22 November 2021
Substantial product holder(s) giving disclosure
Full name(s): Trade Window Holdings Limited
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Trade Window Holding Limited (NZX
code: TWL).
Summary for Trade Window Holding Limited
For this disclosure,—
(a) total number held in class: 37,875,096
(b) total in class: 86,031,600
(c) total percentage held in class: 44.025%
Details of relevant interests
Details for Trade Window Holdings Limited.
Nature of relevant interest(s): ASB Bank Limited, Albertus Johannes Smith, Kerry Michael F
riend and YHPJ Trustees (2016) Limited as trustees of the Tomodachi No.2 Trust and Steph
en Cox hold or are the beneficial owner of shares prior to the direct listing of shares in TWL
(together, the "Escrowed Shareholders") are subject to the restricted security
agreements ("Restricted Security Agreements") (24 pages, attached) with TWL in
respect of 90% of the shares held by each Escrowed Shareholder (the "Escrowed
Shares").
Pursuant to the Restricted Security Agreement, each Escrowed Shareholder has agreed not
to sell or otherwise dispose of or do or omit to do anything which could have the effect of
transferring effective ownership or control of any Escrowed Shares until the first Business
Day after release to NZX of TWL's preliminary announcement of its financial results for the
half-year ended 30 September 2022, except in accordance with limited exceptions set out
in each agreement.
Accordingly, TWL has the power to control the acquisition and disposition of the Escrowed
Shares.
1

For that relevant interest,—
(a) number held in class: 37,875,096
(b) percentage held in class: 44.025%
(c) current registered holder(s): See Appendix 1.
(d) registered holder(s) once transfers are registered: Not Applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure: TWL became a
substantial product holder upon TWL's ordinary shares being quoted on the NZX Main
Board on 22 November 2021.

Additional information
Addresses of substantial product holders: Level 4, Partners Life Hourse, 33-45 Hurstmere
Road, Takapuna, Auckland 0622
Contact details: Dewald van Rensburg, +64 21 025 01490, dewald@tradewindow.io.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: ASB Bank Limited, Albertus Johannes Smith.
Certification
I, Dewald van Rensburg certify 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.

Appendix 1: Details of registered Escrowed Shareholders
Registered Holder Escrowed Shares
ASB Bank Limited 17,319,069
Albertus Johannes Smith 13,296,069
Kerry Michael Friend and YHPJ Trustees (2
016) Limited as trustees of the Tomodachi
No.2
Trust
3,468,195
Stephen Cox 3,791,763

Restricted Security
Agreement































Prepared by:

Restricted Securities Agreement i





CONTENTS
1. DEFINITIONS AND CONSTRUCTION ............................................................................................. 1
2. ESCROW .......................................................................................................................................... 2
3. EXCEPTIONS ................................................................................................................................... 2
4. GENERAL ......................................................................................................................................... 2

Restricted Securities Agreement 1


DEED dated
15 November
2021


PARTIES

Trade Window Holdings Limited
("Issuer")

Albertus Johannes Smith
("Shareholder")

INTRODUCTION

A. The Shareholder is the registered holder of ordinary shares in the Issuer.

B. The Issuer has applied to NZX to list and to have its ordinary shares quoted on the NZX Main
Board.

COVENANTS


1. DEFINITIONS AND CONSTRUCTION

1.1 Defined terms: In this agreement, unless the context requires otherwise:

"Affiliate" means in relation to any person, a person that directly or indirectly, through one or
more intermediaries, owns or controls or is owned or controlled by or is under common
ownership or control with the person and, in relation to a family trust means any beneficiary
(ascertained or discretionary) of that trust;

"Business Day" means a day on which the NZX Main Board is open for trading;

"Date of Quotation" means the first day on which the ordinary shares of the Issuer are quoted
on the NZX Main Board;

"Non-Interested Directors" means, in relation to any decision, directors of the Issuer who are
not "interested" for the purposes of the Companies Act 1993;

"NZX" means NZX Limited and includes its successors and assigns and as the context permits
includes any duly authorised delegate of NZX;

"NZX Main Board" means the main board equity securities market operated by NZX;

"Restricted Period" means the period from the Date of Quotation and ending on the first
Business Day after release to NZX of the Issuer's preliminary announcement of its financial
results for the half year ended 30 September 2022;

"Shares" means 90% of all the ordinary shares of the Issuer registered in the name of the
Shareholder, as at the Date of Quotation; and

"Takeovers Code" means the Takeovers Code set out in the schedule to the Takeovers Code
Approval Order 2000, as amended or replaced from time to time.

Restricted Securities Agreement 2





2. ESCROW

2.1 The Shareholder unconditionally and irrevocably undertakes to the Non-Interested Directors,
the Issuer and NZX that (subject to clause 3) it will not:

(a) sell, transfer, assign or otherwise dispose of, or offer or agree to sell, transfer assign
or otherwise dispose of, its right and title to, and beneficial interest in, the Shares in
the Restricted Period, otherwise than by way of granting a security interest in favour
of any bona fide lender to the Shareholder; or

(b) do, or omit to do, any act if the act or omission would have the effect of transferring
effective ownership or control of the Shares in the Restricted Period otherwise than
pursuant to enforcement of any loan and/or security interest granted to a bona fide
lender to the Shareholder,

without first giving not less than five Business Days' written notice to, and obtaining the prior
written approval (at their respective discretions but subject to clause 3) of each of the Non-
Interested Directors and NZX.

2.2 The right of the Shareholder to deal with the Shares is also subject to any other restrictions
which may be applicable, including under the NZX Listing Rules and the Financial Markets
Conduct Act 2013.


3. EXCEPTIONS

3.1 Transfer to Affiliates: Notwithstanding the restrictions set out in clause 2.1 of this agreement,
the Shareholder may transfer all or part of the Shares to an Affiliate, provided that the Affiliate
enters into a restricted security agreement with the Issuer in relation to the Shares transferred
on the same terms as this agreement for the remainder of the Restricted Period.

3.2 Offer under Takeovers Code and Scheme of Arrangements: Clause 2.1 of this agreement
will not apply in relation to any full or partial takeover offer made under the Takeovers Code
or similar scheme or arrangement, provided that any such takeover offer or similar scheme or
arrangement is not made, whether directly or indirectly, by the Shareholder or any Affiliate.
For clarity, if a full or partial takeover offer is made or proposed to be made during the
Restricted Period, directly or indirectly by a person who is not the Shareholder or an Affiliate
of it, then the Shareholder may sell, or agree, or offer to sell all or any part of the Shares to
the offeror under that offer.

3.3 Security Interest Permitted: Notwithstanding clause 2.1 of this agreement, the Shareholder
may create, or agree to create, a mortgage, charge or other form of security interest over or in
respect of all or part of its Shares in favour of a registered bank or other similar recognised
lending institution provided that the lender enters into a restricted security agreement with the
Issuer in relation to the relevant Shares on the same terms as this agreement, to take effect
from the enforcement of the security interest, for the remainder of the Restricted Period.


4. GENERAL

4.1 Specific Performance: The Shareholder acknowledges that damages alone would be an
inadequate remedy for breach of its obligations under this agreement and the appropriate

Restricted Securities Agreement 3
remedies for such a breach will include orders for specific performance, injunctive relief, any
other equitable relief and/or damages.
4.2 Contract and Commercial law Act 2017: The provisions of this agreement are for the benefit
of, and are intended to be enforceable by, any of the Non-Interested Directors, the other
shareholders of the Issuer and NZX under the Contract and Commercial Law Act 2017.
4.3 Severability: If a court or administrative body decides that part of this agreement is illegal,
void or cannot be enforced, that decision will not make the rest of this agreement invalid.
4.4 De-Listing: This agreement will be void and of no effect if the Issuer is not listed, and its
ordinary shares are not quoted, on the NZX Main Board before 11 November 2021 or if the
Issuer is de-listed by NZX.
4.5 Amendment or Termination: Any variation to, or termination of, this agreement requires the
written agreement of all parties to this agreement and the Issuer shall not agree to any
amendment or termination without prior written approval of NZX. The Issuer will provide NZX
with notice immediately in the event that it becomes aware of a breach or a likely breach of
the agreement.
4.6 Governing Law: This agreement is governed by, and construed in accordance with, New
Zealand law and the parties agree to submit to the jurisdiction of the New Zealand courts.
4.7 Notices: All notices and other communications required hereunder shall be in writing and
shall be deemed to have been duly given:
(a)in the case of personal delivery, when delivered;
(b)in the case of post, two days after posting if sent by post within New Zealand or ten
days after posting if posted from one country to another;
(c)in the case of a facsimile, upon receipt of a transmission report acknowledging that
the facsimile was received in its entirety; or
(d)in the case of email, on the date and time at which it is sent to the addressee's email
address from the sender's information system (as shown in a confirmation of sending
delivery report from the sender's information system).
4.8 Counterpart execution: This agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. Executed counterparts transmitted by facsimile or email shall be effective as
originals.
31 December

Restricted Securities Agreement 1
SIGNED AS A DEED
TRADE WINDOW HOLDINGS LIMITED
by:
Signature of Director Signature of Director
Name of Director Name of Director
ALBERTUS JOHANNES SMITH
by:
Albertus Johannes Smith
In the presence of:
Signature of witness
Dewald Janse van Rensburg
Name of witness
Chief Legal Officer
Occupation
TradeWindow Limited, Auckland
City/town of residence
Kerry Friend
Friend

DocuSign Envelope ID: C34FE92F-FF60-491E-A2AE-8AFC538D487C
























Restricted Security
Agreement































Prepared by:

DocuSign Envelope ID: C34FE92F-FF60-491E-A2AE-8AFC538D487C
Restricted Securities Agreement i





CONTENTS
1. DEFINITIONS AND CONSTRUCTION ............................................................................................. 1
2. ESCROW .......................................................................................................................................... 2
3. EXCEPTIONS ................................................................................................................................... 2
4. GENERAL ......................................................................................................................................... 3

DocuSign Envelope ID: C34FE92F-FF60-491E-A2AE-8AFC538D487C
Restricted Securities Agreement i



DEED dated 2021


PARTIES

Trade Window Holdings Limited
("Issuer")

ASB Bank Limited
("Shareholder")

INTRODUCTION

A. The Shareholder is the registered holder of ordinary shares in the Issuer.

B. The Issuer has applied to NZX to list and to have its ordinary shares quoted on the NZX Main
Board.

COVENANTS


1. DEFINITIONS AND CONSTRUCTION

1.1 Defined terms: In this agreement, unless the context requires otherwise:

"Affiliate" means in relation to any person, a person that directly or indirectly, through one or
more intermediaries, owns or controls or is owned or controlled by or is under common
ownership or control with the person and, in relation to a family trust means any beneficiary
(ascertained or discretionary) of that trust;

"Business Day" means a day on which the NZX Main Board is open for trading;

"Date of Quotation" means the first day on which the ordinary shares of the Issuer are quoted
on the NZX Main Board;

"Non-Interested Directors" means, in relation to any decision, directors of the Issuer who are
not "interested" for the purposes of the Companies Act 1993;

"NZX" means NZX Limited and includes its successors and assigns and as the context permits
includes any duly authorised delegate of NZX;

"NZX Main Board" means the main board equity securities market operated by NZX;

"Restricted Period" means the period from the Date of Quotation and ending on the first
Business Day after release to NZX of the Issuer's preliminary announcement of its financial
results for the half year ended 30 September 2022;

"Shares" means 90% of all the ordinary shares of the Issuer registered in the name of the
Shareholder, as at the Date of Quotation; and

"Takeovers Code" means the Takeovers Code set out in the schedule to the Takeovers Code
Approval Order 2000, as amended or replaced from time to time.
15 November

DocuSign Envelope ID: C34FE92F-FF60-491E-A2AE-8AFC538D487C
Restricted Securities Agreement 2





2. ESCROW

2.1 The Shareholder unconditionally and irrevocably undertakes to the Non-Interested Directors,
the Issuer and NZX that (subject to clause 3) it will not:

(a) sell, transfer, assign or otherwise dispose of, or offer or agree to sell, transfer assign
or otherwise dispose of, its right and title to, and beneficial interest in, the Shares in
the Restricted Period; or

(b) do, or omit to do, any act if the act or omission would have the effect of transferring
effective ownership or control of the Shares in the Restricted Period,

without first giving not less than five Business Days' written notice to, and obtaining the prior
written approval (at their respective discretions but subject to clause 3) of each of the Non-
Interested Directors and NZX.

2.2 The right of the Shareholder to deal with the Shares is also subject to any other restrictions
which may be applicable, including under the NZX Listing Rules and the Financial Markets
Conduct Act 2013.


3. EXCEPTIONS

3.1 Transfer to Affiliates: Notwithstanding the restrictions set out in clause 2.1 of this agreement,
the Shareholder may transfer all or part of the Shares to an Affiliate, provided that the Affiliate
enters into a restricted security agreement with the Issuer in relation to the Shares transferred
on the same terms as this agreement for the remainder of the Restricted Period.

3.2 Offer under Takeovers Code and Scheme of Arrangements: Clause 2.1 of this agreement
will not apply in relation to any full or partial takeover offer made under the Takeovers Code
or similar scheme or arrangement, provided that any such takeover offer or similar scheme or
arrangement is not made, whether directly or indirectly, by the Shareholder or any Affiliate.
For clarity, if a full or partial takeover offer is made or proposed to be made, or a scheme of
arrangement is implemented in respect of Shares, during the Restricted Period, directly or
indirectly by a person who is not the Shareholder or an Affiliate of it, then the Shareholder may
sell, or agree, or offer to sell all or any part of the Shares to the offeror under that offer or
scheme.

3.3 Security Interest Permitted: Notwithstanding clause 2.1 of this agreement, the Shareholder
may create, or agree to create, a mortgage, charge or other form of security interest over or in
respect of all or part of its Shares in favour of a registered bank or other similar recognised
lending institution provided that the lender enters into a restricted security agreement with the
Issuer in relation to the relevant Shares on the same terms as this agreement, to take effect
from the enforcement of the security interest, for the remainder of the Restricted Period.

3.4 Required by law or regulator: Notwithstanding the restrictions set out in clause 2.1 of this
agreement, the Shareholder may transfer all or part of the Shares in the event that such
transfer is required for it (or its Affiliate) to comply with applicable law or any determination,
direction, decision, expectation or guidance of a government agency.

3.5 Reputational impact: Notwithstanding the restrictions set out in clause 2.1 of this agreement,
the Shareholder may transfer all or part of the Shares in the event that such transfer is required
to avoid or mitigate adverse reputational damage for the Shareholder or its Affiliates.

DocuSign Envelope ID: C34FE92F-FF60-491E-A2AE-8AFC538D487C
Restricted Securities Agreement 3





4. GENERAL

4.1 Specific Performance: The Shareholder acknowledges that damages alone would be an
inadequate remedy for breach of its obligations under this agreement and the appropriate
remedies for such a breach will include orders for specific performance, injunctive relief, any
other equitable relief and/or damages.

4.2 Contract and Commercial law Act 2017: The provisions of this agreement are for the benefit
of, and are intended to be enforceable by, any of the Non-Interested Directors, the other
shareholders of the Issuer and NZX under the Contract and Commercial Law Act 2017.

4.3 Severability: If a court or administrative body decides that part of this agreement is illegal,
void or cannot be enforced, that decision will not make the rest of this agreement invalid.

4.4 De-Listing: This agreement will be void and of no effect if the Issuer is not listed, and its
ordinary shares are not quoted, on the NZX Main Board before 31 December 2021 or if the
Issuer is de-listed by NZX.

4.5 Amendment or Termination: Any variation to, or termination of, this agreement requires the
written agreement of all parties to this agreement and the Issuer shall not agree to any
amendment or termination without prior written approval of NZX. The Issuer will provide NZX
with notice immediately in the event that it becomes aware of a breach or a likely breach of
the agreement.

4.6 Governing Law: This agreement is governed by, and construed in accordance with, New
Zealand law and the parties agree to submit to the jurisdiction of the New Zealand courts.

4.7 Notices: All notices and other communications required hereunder shall be in writing and
shall be deemed to have been duly given:

(a) in the case of personal delivery, when delivered;

(b) in the case of post, two days after posting if sent by post within New Zealand or ten
days after posting if posted from one country to another;

(c) in the case of a facsimile, upon receipt of a transmission report acknowledging that
the facsimile was received in its entirety; or

(d) in the case of email, on the date and time at which it is sent to the addressee's email
address from the sender's information system (as shown in a confirmation of sending
delivery report from the sender's information system).

4.8 Counterpart execution: This agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. Executed counterparts transmitted by facsimile or email shall be effective as
originals.

DocuSign Envelope ID: C34FE92F-FF60-491E-A2AE-8AFC538D487C
Restricted Securities Agreement 1





SIGNED AS A DEED


TRADE WINDOW HOLDINGS LIMITED
by:
Signature of Director

Signature of Director
Name of Director

Name of Director




Signed by ASB BANK LIMITED
by two attorneys:

Attorney
Nigel Annett

Attorney
Jon Raby
Name of Attorney

Name of Attorney





In the presence of:
Signature of witness
maree Boyd
Name of witness

Maree Boyd
Occupation
Auckland
City/town of residence


Albertus Smith Kerry Friend

15 November

SIGNED AS A DEED
TRADE WINDOW HOLDINGS LIMITED
by:
Signature
of Director
Name of Director
STEPHEN VICTOR COX
by:
..,,..,--�-
Signature of witness
Name of witness
Occupation
City/town of residence
Restricted Securities Agreement
-··
..-·
(BJ TradeWindow
Signature of Director
Name of Director
4 l/ '7-bLI
1

15 November

4.
GENERAL
ti) TradeWindow
4 1
Specific Performance: The Shareholder acknowledges that damages alone would be
an
inadequate remedy for breach of its obligations under this
agreement and the appropriate
remedies for such a breach will include orders for specific performance. injunctive relief. any
other equitable relief and/or damages.
4.2
Contract and Commercial law Act 2017
: The provisions of this agreement are for the benefit
of. and are intended to be enforceable by. any of the Non-Interested Directors. the other
shareholders of the Issuer and NZX under the Contract and Commercial Law Act 2017.
4.3
Severability: If a court or administrative body decides that part of this agreement is
illegal.
void or cannot be enforced. that decision will not make the rest of this agreement invalid.
4.4
De-Listing This agreement will be void and of no effect if the Issuer is not listed. and its
ordinary shares are not quoted. on the NZX Main Board before 11 November 2021 or if the
Issuer is de-listed by NZX.
4.5
Amendment or Termination· Any variation to. or termination of. this agreement requires
the
written
agreement of all parties to this agreement and the Issuer shall not agree to any
amendment or termination without prior written approval of NZX. The Issuer will provide NZX
with notice immediately in the event that it becomes aware of a breach or a likely breach of
the agreement.
4.6
Governing Law: This agreement is governed by. and construed in accordance with. New
Zealand law and the parties agree to submit to the jurisdiction of the New Zealand courts.
4.7
Notices: All notices and other communications required hereunder shall be in writing and
shall be deemed to have been duly given:
(a)
1n the case of personal delivery. when delivered:
(b)
in the case of post. two days after posting if sent by post within New Zealand or ten
days after posting 1f posted from one country to another: ·
(c)
in the case of a facsimile. upon receipt of a transmission report acknowledging that
the facsimile was received 1n its entirety: or
(
d
)
in the case of email. on the date and time at which it is sent to the addressee's email
address from the sender's information system (as shown in a
confirmation of sending
delivery report from the sender's information system).
4.8
Counterpart execution: This agreement may be executed in counterparts. each of which
shall be deemed an original. but all of which together shall constitute one and the same
instrument. Executed counterparts transmitted by facsimile or email shall be effective as
originals.
31 Decemb
er 2021

AJ Smith