TradeWindow announces capital raising of up to $10m

Notice Pursuant to Clause 20(1)(a) of Schedule 8 to the
Financial Markets Conduct Regulations 2014
Auckland, NZ – 12 July 2022
Trade Window Holdings Ltd (NZX: TWL) ("TradeWindow") today announced that it
intends to undertake a capital raising, comprising:
• a private placement of up to approximately NZ$9 million of newly issued
ordinary shares to institutional and other select investors (the "Placement");
and
• a share purchase plan to TradeWindow's eligible existing shareholders with an
address in New Zealand to raise approximately NZ$1 million (with the ability to
accept oversubscriptions at its discretion), which is not underwritten (the
"SPP"),
(together, the "Offer").
The Placement opens today, 12 July 2022. The SPP will open on or around 14 July
2022.
The Offer is being made in reliance upon the exclusion in clause 19 of schedule 1 to
the Financial Markets Conduct Act 2013 ("Act").
This notice is provided under subclause 20(1)(a) of schedule 8 to the Financial
Markets Conduct Regulations 2014 ("Regulations").
As at the date of this notice:
• TradeWindow is in compliance with the continuous disclosure obligations that
apply to it in relation to ordinary shares in TradeWindow;
• TradeWindow is in compliance with its financial reporting obligations (as
defined in subclause 20(5) of schedule 8 to the Regulations);
• there is no information that is "excluded information" (as defined in subclause
20(5) of schedule 8 to the Regulations) in respect of TradeWindow.
The Offer is not expected to have any material effect or consequence on the
control of TradeWindow within the meaning set out in clause 48 of Schedule 1 of the
Act.
ENDS

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Corporate Action Notice
(Other than for a Distribution)

Updated June 2022

Page 1 of 2

Section 1: Issuer information (mandatory)
Name of issuer Trade Windows Holding Limited
Class of Financial Product Ordinary Shares
NZX ticker code TWL
ISIN (If unknown, check on NZX
website)
NZTWLE0004S0
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Record date 11/07/2022
Ex Date (one business day before the
Record Date)
08/07/2022
Currency NZD
Section 6: Share Purchase Plans/retail offer
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Financial Products to be
issued
OR
Maximum dollar amount of
Financial Products to be issued
Up to NZ$15,000 per eligible shareholder / beneficial
owner with a registered address in New Zealand, for an
aggregate offer size of approximately $1 million. TWL
reserves the right to, at its absolute discretion, allow
oversubscriptions.
Minimum application amount (if
any)
N/A
Maximum application amount per
financial product holder
$15,000
Subscription price per Financial
Product
The lower of:
(a) the price paid by TWL's investors in the Placement
announced on 12 July 2022; or
(b) a 2.5% discount to the five day volume weighted
average price of ordinary shares in TWL on the NZX
during the last five trading days of the Share Purchase

2 of 2
Plan offer period, up to, and including, the closing date of
the Share Purchase Plan.
Scaling reference date By reference to holdings at Record Date
Closing date 25/07/2022
Allotment date 29/07/2022
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Dewald Janse van Rensburg, Chief Legal Officer
Contact person for this announcement Dewald Janse van Rensburg
Contact phone number +64 21 025 01490
Contact email address dewald@tradewindow.io
Date of release through MAP 12/07/2022

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Capital Raise –Investor presentation
12 July 2022

Capital Raise FY232
Disclaimer and important notice
The following notice and disclaimer applies to this investor presentation and you must
read this carefully before reading or making any other use of this presentation or any
information contained in this presentation. By accepting this presentation you represent
and warrant that you are entitled to receive this presentation in accordance with the
restrictions, and agree to be bound by the limitations, contained within it.
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow)
in relation to an offer of new shares in TradeWindow (New Shares) by way of a:
•private placement to selected investors (Placement); and
•share purchase plan to TradeWindow's existing shareholders with an address in New
Zealand (SPP), under clause 19 of Schedule 1 of the Financial Markets Conduct Act
2013 (together, the Offer).
All information is current at the date of this presentation, unless stated otherwise. All
currency amounts are in NZ dollars unless stated otherwise.
Information: This presentation contains summary information about TradeWindow and its
activities. The information in this presentation is of a general nature and does not purport
to be complete, nor does it contain all the information which a prospective investor may
require in evaluating a possible investment in TradeWindow or that would be required in a
product disclosure statement for the purposes of the Financial Markets Conduct Act
2013. This presentation should be read in conjunction with TradeWindow's other periodic
and continuous disclosure announcements, which are available at www.nzx.com.
Not financial product advice: This presentation is for information purposes only and is not
financial or investment advice or a recommendation to acquire TradeWindow securities,
and has been prepared without taking into account the objectives, financial situation or
needs of individuals. Before making an investment decision, prospective investors should
consider the appropriateness of the information having regard to their own objectives,
financial situation and needs and consult a broker, or solicitor, accountant and/or other
professional adviser.
Past performance: Any information given in this presentation regarding TradeWindow's
historical performance (whether financial or otherwise) is given for illustrative purposes
only and should not be relied upon as (and is not) an indication of future performance. No
representations or warranties are made as to the accuracy or completeness of such
information.
Future performance: The information contained in this presentation may include forward-
looking statements about TradeWindow and the environment in which TradeWindow
operates, such as indications of, and guidance on, future earnings and financial positions
and performance. You are strongly cautioned not to place undue reliance on forward-
looking statements, particularly in light of the significant volatility, uncertainty and
disruption caused by the outbreak of COVID-19. Forward-looking information is inherently
uncertain and subject to contingencies, known and unknown risks and uncertainties and
other factors outside of TradeWindow's control, and may involve significant elements of
subject judgement and assumptions as to future events which may or may not be correct.
Forward-looking statements may also assume the success of TradeWindow's business
strategies. The success of any of these strategies is subject to uncertainties and
contingencies beyond TradeWindow's control, and no assurance can be given that any of
the strategies will be effective or that the anticipated benefits from the strategies will be
realised in the period for which the forward looking statements may have been prepared
or otherwise. Refer to the key risks described in the appendix to this presentation for a
non-exhaustive summary of certain key business, offer and general risk factors that may
affect TradeWindow. No assurance can be given that actual outcomes or performance
will not materially differ from the forward-looking statements. A number of important
factors could cause TradeWindow's actual results or performance to differ materially
from these statements. The forward-looking statements are based on information
available to TradeWindow as at the date of this presentation. Except as required by law or
regulation (including the NZX Listing Rules), TradeWindow undertakes no obligation to
provide any additional or updated information whether as a result of new information,
future events or otherwise.

Capital Raise FY233
Disclaimer and important notice (continued)
Non-GAAP financial information: Certain financial measures included in this presentation
are non-GAAP financial information. Non-GAAP financial information does not have a
standardised meaning prescribed by GAAP and therefore may not be comparable to
similar financial information presented by other entities. The non-GAAP financial
information included in this release has not been subject to review by auditors. Non-GAAP
measures are used by management to monitor the business and are useful to provide
investors to access business performance assess business performance. Please refer to
the definitions section for further detail on non-GAAP measures used by management and
referred to in this presentation.
Distribution of presentation: This presentation must not be distributed in any jurisdiction
to the extent that its distribution in that jurisdiction is restricted or prohibited by law or
would constitute a breach by TradeWindow of any law. The distribution of this
presentation in other jurisdictions outside New Zealand may be restricted by law, and
persons into whose possession this presentation comes should observe any such
restrictions. Any failure to comply with such restrictions may violate applicable securities
laws. See the “Foreign Selling Restrictions” section of this presentation. None of
TradeWindow, any person named in this presentation or any of their affiliates accept or
shall have any liability to any person in relation to the distribution or possession of this
presentation from or in any jurisdiction.
Not for distribution or release in the United States: This presentation may not be
distributed or released in the United States. This presentation does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities in the United States or any other
jurisdiction in which such an offer would be illegal. The New Shares have not been and will
not be registered under the U.S. Securities Act of 1933 (the U.S. Securities Act) or the
securities laws of any state or other jurisdiction of the United States. Accordingly, the New
Shares may not be offered or sold, directly or indirectly, in the United States or to persons
that are acting for the account or benefit of persons in the United States, unless they have
been registered under the U.S. Securities Act, or are offered and sold in a transaction
exempt from, or not subject to, the registration requirements of the U.S. Securities Act and
any other applicable state securities laws.
Disclaimer: To the maximum extent permitted by law, none of Trade Window Holdings
Limited or any of its subsidiaries, related companies, shareholders, directors, officers or
employees, or any other person, makes any representation or warranty, or provides any
undertaking, in relation to any information contained in this presentation and they shall
have no liability (including for negligence) for: any errors or omissions in the information or
failure to correct or update the information, or any other written or oral communications
provided in relation to the information or any claim, loss or damage (whether foreseeable
or not) arising from the use of any of the information or otherwise arising in connection with
the information. The information in this presentation remains subject to change without
notice. TradeWindow reserves the right to withdraw the Offer or vary the timetable for the
Offer without notice.

Capital Raise FY234
Capital raising to fund growth
•Opportunity for TradeWindow is significant as global trade undergoes game-changing
transformation at pace.
•TradeWindow is well positioned to build on our strong track record and recent
acquisitions to take advantage of growth opportunities.
•Up to approximately $10 million via a placement of up to approximately $9 million along
with approximately $1 million via a share purchase plan.
•Proceeds to drive organic growth in New Zealand and Australia, accelerate global
expansion opportunities and partially fund the acquisition of Rfider
1
.
1
Subject to completion.

Capital Raise FY235
Medium-term focus on New Zealand, Australia and Asia
TradeWindowis building for global growth
Where we have customers
Remote staff
Offices
Team of 90
1
subject matter experts spanning
four countries
Customer base of 454 organisations across APAC
Proven solutions with material revenue streams
ISO 9001, ISO 27001, PAS99 certified
1
Full Time Equivalent as at30 April 2022

Capital Raise FY236
We’re making solid progress on executing our
business strategy
Business highlights FY22
•Organic growth has primarily been driven by
Prodoc sales in New Zealand
•Providing new solutions to existing
customers is proving an effective way to grow
revenue, alongside targeted acquisitions
•Product enhancements and integrations
build value and create stickiness among users
•Established organisational capabilities to
scale up
•Completed three acquisitions diversifying
customer base and building capabilities
-Cube for exporters
-FreightLegend for Freight Forwarders (with
customers onboarded from April 2022)
•20 new customers in A/NZ
•16 mid-market and enterprise
customers now on Cube
Customers
•Cube launched
•348 product enhancements
•Multiple key ecosystem integrations
1
Product
•Listed on the NZX
•Established governance framework
•Increased expertise
Organisation
•Freight (formerly Cyberfreight)
•SpeEDI Solutions
•FreightLegend
Acquisitions
1. Including Vero insurance, INTTRA Bookings, INTTRA Schedules, CargoSmart –Schedules, Trade-Van.

Capital Raise FY237
Key performance indicators
Total Income
Up 108% (Trading Revenue $3.9m up 136%)
$4.9m
Customers
Up 331 (organic 20, acquired 311)
454
Average Revenue
Per Customer
Down 30% (Organic ARPC up 16%)
$712 pm
Gross Margin
Up 14 percentage points
50%
Customer
retention rate
Down 4 percentage points
94%
% of expenses
R&D and
Commercialisation
No change
51%
Note, all comparisons are against FY21 unless otherwise indicated.

Capital Raise FY238
Market trends have delivered opportunity
Digital trade is centre stage
•Supply chain disruption
•Inflation
•Global skills shortage
Digital Trade
Facilitation
MACROECONOMIC TRENDS
•Operational efficiency
•Environment, sustainability and
governance
•Supply chain visibility
CUSTOMER DEMAND TRENDS
•Digitalisation and automation
•Free trade and regulatory compliance
•Data harmonisation
MARKET ENABLING TRENDS

Capital Raise FY239
TradeTech is an emerging market with initial solutions displacing
manual paper-based processes, emails and spreadsheets
Our opportunity
Productivity
Estimate for TradeTech solutions in A/NZ and
Asia
4
, based on volume of shipments (TEUs)
multiplied by trade compliance costs.
Cross-sales to date have proven that value added
services beyond trade compliance can be monetised
with at least a 100%
3
increase in ARPC
Demand for food traceability solutions is
estimated to be worth $27 billion
1
worldwide of
which A/NZ and Asia represent 64%
2
Integration of operational
systems for superior efficiency
Connectivity
Secure collaboration & sharing
through a fully integrated system
Visibility
Differentiated quality assurance
and provenance
1
Source: https://www.marketsandmarkets.com/Market-
Reports/food-traceability-market-103288069.html
2
Calculated from the TEU volumes published by the United Nations
Statistics Division.
3
Cross-sales of Cube to existing customers have achieved an
increase in ARPC of over 100%.
4
Calculated from the TEU volumes published by United Nations
Statistics Division and trade compliance and processing costs
published by the World Bank.

Capital Raise FY2310
Driving digital transformation
•Prodoc –start with the most acute pain point
Complete and compliantly formatted trade documents
(data) provides the foundations for digital trade
facilitation
•Cube –immediate opportunity connect supply chains
Securely share data and collaborate with supply chain
partners. Cross-selling to achieve 100%+ increase in
ARPC
•Assure/Rfider –deliver supply chain visibility
Supply chain traceability provides the opportunity to
differentiate products though data driven story telling
Targeted acquisition has provided a platform for revenue growth
•Future solutions –value add solutions
Data can be re-purposed, providing for future expansion
into adjacent markets including but not limited to new
integrations, risk management and finance
ARPC growth
ARPC per month
1.ARPC for year ended March 2021 –Prodoc customers.
2.Based on cross-sales completed with 16 customers in FY22.
3.Based on Rfider’s projections presented in due diligence.
1
3
2

Capital Raise FY2311
A large and growing addressable market
1
Focus markets
Future markets
Millions
1. Indicative market size calculated by
the number of TEUs exported/imported
as reported by the World Bank
multiplied by TradeWindow’s current
average revenue per shipment.

Capital Raise FY2312
We’re building a global trade platform
Permissioned access to
trusted data needed by
supply chain partners to
deliver their service
Data demand
Software to capture,
format and aggregate
data to meet trade
compliance requirements
Data supply

Capital Raise FY2313
Our product strategy
Acquire and build key solutions needed to
deliver end-to-end digital trade
Converge solutions through secure cloud
hosting, API connectivity and using common
data and services
Network of networks that connects all
parties across the supply chain ecosystem
Connectivity
Productivity
Visibility
We are herePhase 2Phase 3
Global trade
platform
Connectivity
Productivity
Visibility
Suite of solutionsConverged solutionsGlobal trade platform
We’re converging proprietary and acquired solutions into a single global trade platform

Capital Raise FY2314
Accelerating our strategic priorities through acquisition
What we target
•Customer acquisitions –point solutions with high-quality customers
that present a cross-selling opportunity.
•Capability acquisitions –novel technology or products that help
differentiate and strengthen TradeWindow’s value proposition.
Why we acquire
•Buying into market positions that would otherwise take years to build
through an organic customer acquisition.
•Low risk customer acquisition with known entry cost into market.
•High quality ‘sticky’ customers provide a captive market to cross-sell
other TradeWindow solutions.

Capital Raise FY2315
TradeWindow has completed five acquisitions to date and has developed an integration playbook to realise value from each deal
Acquisition strategy
Develop
•Fully integrate acquired products with
Cube.
•Innovate and expand the platform.
•Upgrade the functionality of acquired
product.
•Align processes to be consistent with
TradeWindow’s business.
•Leverage operational efficiencies.
6 to 18 months
Stabilise
•Management control of operations.
•Bring acquired employees into the
TradeWindow culture.
•Recontract customers to align
commercial standards to be consistent
with TradeWindow’s business.
0 to 6 months
Grow
•Organically grow the customer base of
the acquired business by plugging in
TradeWindow’s sales capability.
•Expand usage over time though cross-
selling additional TradeWindow
solutions.
•End-of-life older product versions within
acquired customer base.
12 to 24 months

•Rfider hasdeveloped a mobile interface that can be rapidly
deployed in complex chains to capture many points
ofdata.
•This will allow TradeWindow to extend its reachdeeper into
primary industry supply chains by providing traceability all
the way back to the points of cultivation and production.
•In particular, itwill strengthen TradeWindow's offer for
customers who compete on transparency of origin, ethical
practices, sustainability and quality.
•It willgive TradeWindow positive exposure to an additional
estimated $16.8bn
1
worldwide market opportunity for food
traceability.
Capital Raise FY2316
Post balance date acquisition will extend
reach into primary industry supply chains
Rfider acquisition
•Rfideris an all-in-one solution for collecting,
securing and sharingitem-level traceability and
process data within and acrossorganisations.
•Rfiderhascustomers in Australasia, Europe,
USAand South America.
•The agreement is conditionaland settlement is
expected on or before 31 July 2022.
Transaction summary
Transaction benefits
1
Source: https://www.marketsandmarkets.com/Market-Reports/food-traceability-market-103288069.html

Capital Raise

Capital Raise FY2318
Use of proceeds
1.Drive organic growth and a path to profitability
•Increasing the capability and capacity of TradeWindow in Australia and New Zealand with a
focus on its sales, marketing, product and development expertise.
•Building company and product profile to support lead generation and conversion in the
Australian market through targeted marketing and sales activity.
•Investing in digital tools to automate the sales, marketing and support processes for scaled,
targeted and efficient revenue generation.
•Investing in an ERP system to drive the scaling of back-office capabilities and future proof the
business for growth into new markets.
2. Building the global trade platform
•Establishing interoperability with software platforms used by key supply chain ecosystem
partners. This includes resource to conduct pilots and establish commercial agreements.
•Investing in converging acquired and proprietary solutions. We must move quickly to capture
the market opportunity; this requires additional development and testing capabilities.
•Continuing our investment in research and development to deliver competitive solutions
through a pipeline of new and differentiated features and functionality.
3. Accelerate global expansion opportunities
•Building out sales agency network in Asia, using third parties to provide a source of qualified
leads.
•Funding the acquisition of Rfider, which will help TradeWindow extend its reach deeper into
primary industry supply chains by providing traceability to the points of cultivation and
production.
Sources
Private placement$9m
SharePurchase Plan$1m
Total$10m
Uses
Fund M&A up to*$2.5m
Cash on balance sheet$7.1m
Transaction costs$0.4m
Total$10m
* Cash consideration for Rfider is up to $2.5 million.

Capital Raise FY2319
Capital raise summary
Offer size and
structure
•Seeking to raise up to approximately $10 million through a:
-Private placement of up to approximately $9 million to eligible investors
-Share Purchase Plan of approximately $1 million (with the ability to accept oversubscriptions at TradeWindow’s discretion) toall
eligible shareholders with a registered address in New Zealand on the record date, under which each eligible shareholder can apply for
up to $15,000 of new shares
Issue price
•New Shares under the Placement will be issued at a fixed price of $0.70 per share.
•New Shares under the Share Purchase Plan will be issued at the lower of:
-The Placement price; or
-A 2.5% discount to the VWAP of TradeWindow shares traded on the NZX during the five days up to, and including, the end of theShare
Purchase Plan offer period
Ranking
•New Shares issued under both the Placement and Share Purchase Plan will rank equally with existing TradeWindow shares on issue
Eligibility

Capital Raise FY2320
Timetable
EventDate
Announcement of equity raising and trading halt pre market openTuesday, 12 July2022
Placement
Placement opens10:00am(NZ time), Tuesday, 12 July2022
Placement closes3:00pm(NZ time), Wednesday,13 July2022
Trading halt liftedThursday 14 July2022
Settlement of Placement and commencement of trading of allottedNew Shares on the NZXWednesday, 20 July 2022
SharePurchase Plan (SPP)
Record date5:00pm (NZ time), Monday, 11July 2022
SPP opensThursday, 14 July2022
SPP closes (last time for applications)5:00pm (NZ time), Monday, 25 July 2022
SPP results and issue price announcedThursday, 28July 2022
Settlement of SPPand commencement of trading of allotted New Shares on the NZXFriday, 29 July2022
The dates are subject to change and are indicative only. TradeWindow reserves the right to alter the key dates, subject to applicable laws and NZX Listing Rules.

Capital Raise FY2321
Risk factors
Before investing in TradeWindow, you should be aware that an investment
in TradeWindow has a number of risks, some of which are specific to
TradeWindow and some of which relate to listed securities generally, and
many of which are beyond the control of TradeWindow. Additionally, some
risks may be unknown and other risks, currently believed to be immaterial,
could turn out to be material. This section identifies some of the key risks
that TradeWindow has identified in connection with the Offer. Further detail
in respect of those risks can be found in TradeWindow's November 2021
Listing Profile. Whilst the section below aims to highlight some of the key
risks, it is not exhaustive.
In light of the COVID-19 pandemic and heightened geopolitical tensions,
extra caution should be taken when assessing the risks associated with an
investment in TradeWindow. These ever-evolving situations pose
challenges for global financial markets and the economy as a whole.
Capital markets continue to see equity securities suffer from spikes in
volatility and significant price decline, particularly in relation to technology
stocks like TradeWindow. It is not currently clear when these negative
impacts will begin to abate. TradeWindow will continue to respond to the
challenges facing it, but there is no certainty as to the severity or likelihood
of such unforeseen impacts arising nor whether any mitigating action can
be taken or will be effective.
Before deciding whether to invest in TradeWindow shares, you must make
your own assessment of the risks associated with the investment in
TradeWindow and consider whether such an investment is suitable for you,
having regard to publicly available information (including this presentation)
your personal circumstances, and following consultation with your
financial adviser or other professional advisers.

Capital Raise FY2322
Risk factors
Information technology and cybersecurity risk
TradeWindow's core business operations involves the processing and the
cloud hosting and storage, of customers’ information. Any failures of, or
malicious attacks on, TradeWindow's business systems, a breach of
TradeWindow's cybersecurity measures or any other compromise to the
security of data (including personal information / data) held by
TradeWindow may result in material disruption to TradeWindow's business
operations and reputation. If such event occurs, TradeWindow could
potentially be at risk of financial penalties, civil litigation, regulatory
investigations and enforcement action, all of which could have an adverse
effect on the reputation and financial performance of TradeWindow.
Real or perceived errors, bugs or failures
TradeWindow’s solutions are used to run mission-critical processes for
customers. With constant updating of software, there is a risk that
undetected errors, defects, failures, or bugs may occur, or are perceived to
occur, in TradeWindow’s solution that make it unsuitable for the designed
purpose. Should such errors, defects or bugs be, or are perceived to be,
present this could significantly disrupt TradeWindow's business operations
and cause TradeWindow to incur material brand or reputational damage.
Key person risk
TradeWindow’s continued success is dependent upon its ability to attract
and retain skilled and qualified personnel, in particular, members of the
senior leadership team, software engineers, customer success, and sales
teams with extensive domain expertise. The loss of any key personnel, as
well as high staff turnover, could cause disruption to TradeWindow's
business operations and technology capabilities, causing a delay in the
development, launch and commercialisation of new software features or
applications. Competition to attract such skilled professionals and
personnel is intense and there is no assurance that TradeWindow will be
successful in retaining or attracting skilled professionals, and the lack of
availability of such skills may materially and adversely affect operations,
performance and reputation of TradeWindow.

Capital Raise FY2323
Risk factors
Supply chain disruptions
TradeWindow serves customers working on the front-line of global trade
with a significant portion of its revenue being made up of transaction fees
from these customers. Accordingly, disruptions to their supply chains
including, but not limited to, the availability of shipping containers, the
frequency of port calls and ship capacity, the frequency of flights and
aircraft capacity, bio-security incursions, port industrial action, and/or port
infrastructure issues could adversely affect the volume of shipments
processed through TradeWindow’s solutions and therefore materially
affect operating and financial performance and prospects. Additionally,
frequent and/or prolonged disruptions to the supply chain may lead to
offshore customers seeking alternative suppliers either closer to, or within
their home market, no longer requiring TradeWindow's business.
Economic shock
TradeWindow's operating and financial performance is influenced by a
variety of general economic and business conditions in New Zealand and
globally. TradeWindow products operating within global supply chains and
will therefore be affected by any rapid and unexpected changes to
macroeconomic variables including, but not limited to, interest rates,
commodity prices, household consumption, labour markets, trade barriers
and sanctions, pandemics, war, and terrorism. To the extent an economic
shock was sufficiently pronounced or continued for an extended period of
time, TradeWindow's operating revenues and cash position may be
materially adversely impacted.
Inability to protect intellectual property
TradeWindow is a software business with a large proportion of its assets,
and value attributed in its intellectual property. In New Zealand,
TradeWindow ensures adequate protection of its intellectual property
through registration on the intellectual property register (as well as
entering into appropriate arrangements with employees, licensees and
other third parties who have access to its intellectual property rights).
However there remains a risk that TradeWindow may be unable to
adequately protect its Intellectual Property in international jurisdictions or
its intellectual property may be obtained, misused, misappropriated or
disclosed to third parties. In such instances this may adversely effect
TradeWindow's competitive position in the market and value of its
business.

Capital Raise FY2324
Risk factors
Operating in a competitive market
TradeWindow completes globally across multiple segments of the
intensely competitive and constantly evolving TradeTech industry and
competes against a number of software vendors and service providers
and, in particular, global providers of freight forwarding, and digital trade
software. It is expected that competition in the TradeTech industry will
continue to increase from existing and potentially new competitors.
Increased competition could adversely impact TradeWindow’s ability to
attract and retain customers, the price at which it offers products and
services, reduce TradeWindow's market share, and subsequently adversely
impact on TradeWindow’s operating and financial performance.
Strategic acquisition risk
TradeWindow has acquired five businesses (three of which were acquired
in FY22), and will continue to seek strategic acquisition opportunities, in
order to build customer base and technological capabilities.
TradeWindow's revenue growth to date has been driven in substantial part
as a result of acquisitions it has made. TradeWindow's ability to continue
to achieve revenue growth through acquisition is dependent on identifying
appropriate acquisition targets, negotiating appropriate terms, and
sourcing adequate capital to fund acquisitions. While TradeWindow
undertakes comprehensive due diligence on all potential acquisitions there
remains a risk that TradeWindow undertakes a non-performing acquisition,
which would have an adverse effect on TradeWindow's growth prospects
and financial performance.
Early-stage business
TradeWindow is an early-stage software business operating in a nascent
market and is therefore a higher risk investment than a more established
business. TradeWindow has employed, a growth strategy where spending
exceeds revenues, a situation commonly referred to as "cash burn".
TradeWindow’s performance and commercialisation of products at scale
depends on the widespread adoption of digital trade solutions by
mainstream exporters, importers, freight forwarders and customs brokers.
There is a risk that adoption of digital trade solutions and therefore
demand for TradeWindow products is slower than anticipated, which
would mean lower revenues and the need for TradeWindow to raise
additional capital or seek other financial support.

Capital Raise FY2325
Risk factors
Compliance with laws and regulations
TradeWindow has offices, employees, and customers in eight countries,
therefore it is impacted by, and subject to, a wide variety of laws and
regulations across multiple jurisdictions. While TradeWindow’s policies
and procedures are designed to comply with laws and regulations of a
particular subject matter generally, there remains some risk that those
controls are not sufficient to prevent it from contravening the laws and
regulations of all jurisdictions in which it does business. Should
TradeWindow breach any relevant laws or regulations, it may be subject to
potential enforcement action and monetary fines from authorities.
Liquidity risk
TradeWindow's operations are reliant on maintaining access to liquidity. In
addition to maintaining a cash position, TradeWindow relies on three
principal sources of liquidity: investor funding, grants and lending. As a
growth company, TradeWindow depends on periodic access to investor
funding to finance its day-to-day operations. There is a risk that investor
funding could become unavailable, or more costly to obtain, including as a
result of an adverse change in TradeWindow's business performance or
outlook, a downturn in equity markets or the economic environment more
generally, or adverse changes in the regulatory environment within which
TradeWindow operates. If TradeWindow is unable to maintain adequate
access to funding, there is a risk that it could default on payment
obligations, threatening TradeWindow's financial position and potentially
resulting in insolvency.

Capital Raise FY2326
International offer restrictions
International Offer Restrictions
This document does not constitute an offer of ordinary shares (New
Shares) of TradeWindow in any jurisdiction in which it would be unlawful.
In particular, thisdocument may not be distributed to any person, and the
New Shares may not be offered or sold, in any country outside New
Zealand except to the extent permitted below.
Australia
This document and the offer of New Shares are only made available in
Australia to persons to whom an offer of securities can be made without
disclosure in accordance with applicable exemptions in sections 708(8)
(sophisticated investors) or 708(11) (professional investors) of the
Australian Corporations Act 2001 (Cth) (the “Corporations Act”). This
document is not a prospectus, product disclosure statement or any other
formal “disclosure document” for the purposes of Australian law and is not
required to, and does not, contain all the information which would be
required in a "disclosure document" under Australian law. This document
has not been and will not be lodged or registered with the Australian
Securities & Investments Commission or the Australian Securities
Exchange and the Company is not subject to the continuous disclosure
requirements that apply in Australia.
Prospective investors should not construe anything in this document as
legal, business or tax advice nor as financial product advice for the
purposes of Chapter 7 of the Corporations Act. Investors in Australia
should be aware that the offer of New Shares for resale in Australia within
12 months of their issue may, under section 707(3) of the Corporations
Act, require disclosure to investors under Part 6D.2 if none of the
exemptions in section 708 of the Corporations Act apply to the re-sale.
If you (or any person for whom you are acquiring the New Shares) are in
Australia, you (and any such person) are:
•one of the following:
−a "sophisticated investor" within the meaning of section 708(8)
of the Corporations Act 2001 (Cth) ("Corporations Act"); or
−a "professional investor" within the meaning of section 708(11)
of the Corporations Act; and
−a "wholesale client" within the meaning of section 761G of the
Corporations Act.

Capital Raise FY2327
International offer restrictions
Wallis and Futuna
The New Shares have not been offered or sold and will not be offered or
sold, directly or indirectly, to the public in Wallis and Futuna other than to
qualified investors as defined by article 2(e) of Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 (the
"Prospectus Regulation") and L.533-16, L.533-20, D.533-11, D.533-13 and
L.775-24 of the French Monetary and Financial Code. This document is not
a prospectus within the meaning of the Prospectus Regulation. This
document and any other offering material relating to the New Shares have
not been, and will not be, submitted to the Autorité des marchés financiers
(AMF) for approval in France or Wallis and Futuna and, accordingly, may not
be distributed or caused to distributed, directly or indirectly, to the public in
Wallis and Futuna. Any offer or transfer of the New Shares or distribution of
offer documents has only been and will only be made in Wallis and Futuna
in accordance with articles L.411-1, L.411-2 and L.764-1 of the French
Monetary and Financial Code.
If you (or any person for whom you are acquiring the New Shares) are in
Wallis and Futuna, you (and any such person) are a "qualified investor" as
defined in articles 2(e) of the Prospectus Regulation (EU) 2017/1129 and
articles L.533-16, L.533-20, D.533-11, D.533-13 and L.775-24 of the French
Monetary and Financial Code.
United States
This document may not be distributed or released in the United States.
This document does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in the United States or in any other jurisdiction in
which such an offer would be illegal or impermissible. The New Shares
have not been, and will not be, registered under the U.S. Securities Act
of 1933 (U.S. Securities Act) or the securities laws of any state or other
jurisdiction of the United States and may not be offered or sold, directly
or indirectly, in the United States unless they have been registered under
the U.S. Securities Act (which TradeWindow has no obligation or
intention to do or procure) or are offered and sold in a transaction
exempt from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and other applicable securities
laws.

Appendix:
Additional information

Capital Raise FY2329
Our customers include exporters, importers, freight forwarders and customs brokers
450+ organisations use our technology
Top 10 Customers % of trading revenueCustomer base by sector
Note, logos don’t correspond to top 10 customers.

Capital Raise FY2330
TradeWindow has amassed a team of 90
1
highly skilled and experienced subject
matter experts across both technical and commercial domains
Team
1
Full Time Equivalent as at 30 April 2022
Employee headcount by region





















Split of team by function

Capital Raise FY2331
Strong organic growth, accelerated with targeted acquisitions
Financial summary
FY22FY21% Change
Revenue
Trading revenue$3.9m$1.6m136%
Other income$1m$0.7m42%
Total income$4.9m$2.3m108%
Costs
Total expenses$14.4m$8.2m76%
Profit (Loss)
EBITDA
1
($9.5m)($5.9m)63%
Net profit (loss) after tax($10.8m)($6.6m)64%
Cash position
Cash and cash equivalents $5.9m$1.4m320%
1
Earnings before interest, tax, depreciation & amortisation

Capital Raise FY2332
Our vision is for a modular platform that
consolidates and integrates data, back-end
processes, and automates workflow
A digital connected
global trade platform
✓Common services and architecture patterns
✓Configuration over customisation
✓Cloud-hosted
✓Automated software deployment
•Simplify and standardise the technology stack
•Rapid integration
•Low-touch rapid deployment
•Single data entry
•Consistent UI/UX

Capital Raise FY2333
Our strategy
Trusted digital trade facilitation delivered through a global trade platform
that connects our customers with their supply chain ecosystem
End-to-end connectivity
across global supply
chains
Our vision
To make global supply
chains more productive,
connected and visible
Our mission
Strategic summary
Our strategic priorities
Market penetration
Build on the
foundations of our
acquired customer
base across A/NZ, and
expand into Asia
Land
Add customer value
Build trusted
relationships with our
existing customers;
with market leading
brands taking up Cube
Global trade platform
Converge proprietary
and acquired software
solutions into a highly
scalable global trade
platform
Build capability
Create and maintain an
environment focused
on performance,
innovation and
accountability
Grow
PeopleUnify
Accelerate growth
Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition
Acquire

Capital Raise FY2334
Delivering against our strategy
Land
FY22
FY23 and beyond
✓Further consolidated market leadership in NZ
✓Commercial launch of Cube in NZ
✓Entry into the Australian market, winning ‘banner
brand’ customers
•Build market share in Australia through organic
sales focused on mid-market exporters and SME
freight forwarders
•Establish a managed service offering in A/NZ
•Establish indirect sales channels in A/NZ and Asia
Grow
✓Newly-acquired customers
✓Commenced cross-selling Cube to existing Prodoc
customers
✓Commenced cross-selling FreightLegend to
existing Freight customers
•Deliver data visualisation and insights tools
•Establish 24/7 customer support
•Deliver customer capability training to provide a
pipeline of certified users

Capital Raise FY2335
Delivering against our strategy
Unify
FY22
FY23 and beyond
✓Commercial release of trade contracts, bookings
and schedules and origin modules
✓Assimilated acquisitions into TradeWindow’s
organisational structure
•Converge proprietary and acquired capabilities and new
solutions into a single platform
•Convert legacy solutions to cloud native
•Deliver data-driven solutions
People
✓Established product, onboarding and support
functions
✓Recruited Country Manager, Australia
✓Organisation restructure prioritising for speed of
delivery and revenue growth
•Offshore low risk roles to access talent and build resilience
•Establish a leadership training programme
•Greater use of benefits to attract and retain experts
•Recruit further team members across both commercial and
R&D roles

Capital Raise FY2336
Broad range of services provided across the industry in established, growing market
Our network in New Zealand has momentum
Our key product offerings in New Zealand
•Prodoc is NZ’s #1 export document solution
•Origin provides a fast turn-around Certificate of Origin service
•Freight and ExpressFreight
1
provide the solutions needed by
forwarders, importers and customs brokers
•Cube allows for trusted collaboration across supply chains
•PortConnect is the bridge to the Port of Tauranga and Ports of
Auckland (FY23)
•INTTRA and CargoSmart connect to majority of the world’s ocean
carriers
•Connectivity with Vero for marine insurance
•Assure will enable supply chain traceability, to be enhanced with
the acquisition of Rfider
FY22 revenue
•Revenue up 67% to $2.4 million
Export
Documents
Certifications
Freight
Forwarding
Operations
Border
Clearance
Connectivity
Collaboration &
Storage
Port
Connectivity
Ocean Carrier
Bookings
Marine Cargo
Insurance
Trade
Finance*
Traceability*
Insights*
TradeWindow
Productivity
Connectivity
Visibility
*These content and service offerings
are planned or in development.
1
ExpressFreight is SpeEDI

Export
Documents
Certifications*
Freight
Forwarding
Operations
Border
Clearance*
Connectivity
Collaboration &
Storage
Port
Connectivity*
Ocean Carrier
Bookings
Marine Cargo
Insurance*
Trade
Finance*
Traceability*
Insights*
TradeWindow
Productivity
Connectivity
Visibility
Capital Raise FY2337
Focus on accelerating growth in FY23
Strong foundations established in Australia
Our key product offerings in Australia
•Prodoc is being used by leading seafood and FMCG brands
•Origin is being localised for the Australian market
•Freight is well positioned to serve the SME sector
•Cube, Assure and data insights tools can be rolled out with
minimal localisation
•INTTRA and CargoSmart are global solutions with no need for
localisation
FY22 revenue
•Revenue up 520% to $1.4 million (driven by the Freight
acquisition)
*These content and service offerings
are planned or in development.

Capital Raise FY2338
Delivering against our strategy
Acquire
FY22
FY23 and beyond
✓Acquired Cyberfreight (Freight)
✓Acquired SpeEDI Solutions (ExpressFreight
1
)
✓Acquired FreightLegend
•Acquired Rfider (FY23)
2
•Target incumbent software solutions to accelerate
entry into new markets
•Target adjacent software solutions that deliver
complementary capability to the global trade
platform
1
SpeEDI solutions will be rebranded to ExpressFreight during FY23.
2
Subject to completion.

Q&A

---

MEDIA RELEASE
TradeWindow announces capital raising of up to $10m to
fund growth
Auckland, NZ – 12 July 2022
Trade Window Holdings Ltd (TradeWindow) today announced its intention to
raise up to approximately $9 million via a private placement of shares to select
institutional and other select investors (Placement) along with an approximately
$1 million Share Purchase Plan (SPP).
TradeWindow Chair Alasdair MacLeod said: "The opportunity for TradeWindow is
significant as global trade undergoes game-changing transformation at an
increasing pace. TradeWindow is well positioned to build on its strong track record
and recent acquisitions to take advantage of growth opportunities in key markets.
This first capital raising as an NZX listed company will enable TradeWindow to
continue to execute its growth strategy and capitalise on both organic and
acquisition opportunities."
The proceeds will be used to drive organic growth in New Zealand and Australia,
build the global trade platform and accelerate global expansion opportunities
through acquisitions. The proceeds will also partially fund the acquisition of Rfider
1
.

Equity raising details

The Placement will be conducted over the course of today and tomorrow, with
new shares issued at a fixed price of $0.70 per share, representing a 30.7% discount
to the closing price of $1.01 on Monday, 11 July 2022.

The SPP will allow all eligible shareholders with a registered address in New Zealand
on the record date to apply for up to $15,000 of new shares in TradeWindow. The
issue price of the new shares under the SPP will be the lower of the Placement price
and a 2.5% discount to the volume weighted average price of TradeWindow shares
traded on the NZX during the five trading days up to, and including, the end of the
SPP offer period. The SPP offer opens on Thursday, 14 July 2022.

The Offer enables all existing shareholders to participate through either the
Placement or the SPP (except where restricted due to legal constraints), and should
scaling be required, it will be by reference to existing shareholdings on the record
date.

The new shares issued under the Offer will rank equally with existing TradeWindow
shares on issue.



1
Subject to completion.

Indicative timetable

Event Date
Announcement of equity raising and trading halt pre market open Tuesday, 12 July 2022
Placement
Placement opens
10.00am (NZ time),
Tuesday, 12 July 2022
Placement closes
3.00pm (NZ time),
Wednesday, 13 July 2022
Trading halt lifted Thursday, 14 July 2022
Settlement of Placement and commencement of trading of allotted
New Shares on the NZX
Wednesday, 20 July 2022
Share Purchase Plan (SPP)
Record date
5.00pm (NZ time),
Monday, 11 July 2022
SPP opens Thursday, 14 July 2022
Entitlement letters sent to eligible shareholders Thursday, 14 July 2022
SPP closes (last time for applications)
5.00pm (NZ time),
Monday, 25 July 2022
SPP results and issue price announced Thursday, 28 July 2022
Settlement of SPP and commencement of trading of allotted New
Shares on the NZX
Friday, 29 July 2022

The dates are subject to change and are indicative only. TradeWindow reserves the
right to alter the key dates, subject to applicable laws and NZX Listing Rules.

Further information

For further information in respect of the Offer, please refer to the capital raising
presentation attached to this announcement.

TradeWindow will host a group conference investor call this morning at 10 am
NZST to discuss the Offer. Please register using the link below:

https://ccmediaframe.com/?id=xW6kRLEh

Once registered, you will receive a calendar invite with further instructions.
Should you register during the conference call, you will be directed straight to
the presentation.

More investor information about TradeWindow, including the Listing Profile and
investor presentation, is available at www.nzx.com under the ticker "TWL".

ENDS


Released for and on behalf of TradeWindow by:
Deidre Campbell
Chief Financial Officer
For further information:
Investors
Andrew Balgarnie
TradeWindow
+64 27 227 3541
Media
Coran Lill
The Project
+64 27 342 3836

About TradeWindow:
Founded in December 2018, TradeWindow is an early-stage software company that provides digital
solutions for exporters, importers, freight forwarders, and customs brokers to drive productivity, increase
connectivity, and enhance visibility. TradeWindow’s software solutions integrate to form a cohesive
digital trade platform that enables customers to more efficiently run their back-end operations, share
information and securely collaborate with a global supply chain made up of customers, ports,
terminals, shipping lines, banks, insurance companies, and government authorities.
www.tradewindow.io



Important notice

This announcement is not a product disclosure statement or offering document under New Zealand law or under any
other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to
subscribe for, retain or purchase any securities in TradeWindow in any jurisdiction. This announcement does not
constitute financial product advice or investment advice and does not and will not form part of any contract for the
acquisition of TradeWindow securities.
This announcement has been prepared for release in New Zealand. This announcement may not be released to US
wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation
of an offer to buy, securities in the United States (or to, or for the account or benefit of, any person in the United
States) or in any other jurisdiction in which such an offer would be unlawful.
The information in this announcement is of general background and does not purport to be complete. It should be
read in conjunction with TradeWindow's other market announcements lodged with NZX, which are available at
www.nzx.com under ticker code TWL.
Future performance: This announcement and the other materials released with this announcement today (including
the investor presentation ("Investor Presentation")) may include forward-looking statements about TradeWindow and
the environment in which TradeWindow operates, such as indications of, and guidance on, future earnings and
financial positions and performance. You are strongly cautioned not to place undue reliance on forward-looking
statements, particularly in light of the current economic climate and significant volatility, uncertainty and disruption
caused by the outbreak of COVID-19. Forward-looking information is inherently uncertain and subject to
contingencies, known and unknown risks and uncertainties and other factors outside of TradeWindow's control, and
may involve significant elements of subject judgement and assumptions as to future events which may or may not be
correct. Forward-looking statements may also assume the success of TradeWindow's business strategies. The success
of any of these strategies is subject to uncertainties and contingencies beyond TradeWindow's control, and no
assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies
will be realized in the period for which the forward looking statements may have been prepared or otherwise. Refer
to the key risks section of the Investor Presentation for a non-exhaustive summary of certain key business, offer and
general risk factors that may affect TradeWindow. No assurance can be given that actual outcomes or
performance will not materially differ from the forward-looking statements. A number of important factors could
cause TradeWindow's actual results or performance may differ materially from these statements, particularly as a
result of the impacts of COVID-19. The forward-looking statements are based on information available to
TradeWindow as at the date of this announcement. Except as required by law or regulation (including the NZX Listing
Rules), TradeWindow undertakes no obligation to provide any additional or updated information whether as a result
of new information, future events or otherwise.