NOTICE OF ANNUAL GENERAL MEETING

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Dear Shareholder,

You are invited to join us for the Annual Meeting of Shareholders of Trade Window Holdings
Limited (NZX: TWL) (the Company, TradeWindow), to be held via an online platform on
Wednesday, 14 September 2022 at 2:00 pm (NZT).
Due to ongoing COVID-19 risks, TradeWindow will be conducting its Annual Meeting as a
virtual meeting only using Computershare's Meeting Platform https://meetnow.global/nz.
No physical place of meeting will be made available.
Details of how to participate virtually are provided in the notes below and Virtual Meeting
Guide attached to this Notice of Meeting. Shareholders are encouraged to review this guide
prior to the Annual Meeting. By using the meeting platform, Shareholders will be able to
watch the meeting, vote and ask questions online using your smartphone, tablet or desktop
device.
Important dates and times
(All times are given in New Zealand time)
Latest time for receipt of proxy forms
Monday, 12 September 2022 at 2:00pm
Record date for voting entitlements
Monday, 12 September 2022 at 5:00pm
Annual meeting
Wednesday, 14 September 2022 at 2:00pm

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BUSINESS
A Chair's address
B Annual Meeting presentation
C Shareholder questions
D Resolutions
Shareholders to consider and, if thought fit, pass the following Ordinary Resolutions:
Resolution 1 – Auditor's remuneration
That, in accordance with section 207S of the Companies Act 1993, the Board be
authorised to fix the remuneration of the Company's auditor, KPMG, for the ensuing
year.
Resolution 2 – Ratification of previous issue of shares pursuant to the private
placement
That, in accordance with NZX Listing Rule 4.5.1(c), Shareholders approve and ratify
the share issue on 20 July 2022 under NZX Listing Rule 4.5.1 of 12,857,142 fully paid
ordinary shares in Trade Window Holdings Limited to investors pursuant to the private
placement at an issue price of NZ$0.70 per share.
Resolution 3 – Approval of issue of shares to Rfider Limited
That, in accordance with NZX Listing Rule 4.2.1, Shareholders approve an issue of up
to 4,335,260 fully paid ordinary shares of the Company to Rfider Limited in the 25
month period commencing from the date this resolution is passed, as part
satisfaction of the purchase price for the business and assets of Rfider Limited, and in
reliance on the waiver granted in respect of NZX Listing Rule 4.2.2(b) to the extent
that this Rule would otherwise require TradeWindow to issue the shares to Rfider
Limited within the 12 months following shareholder approval for the share issue.
Resolution 4 – Approval of issue of options to Independent Directors.
That, in accordance with NZX Listing Rule 4.2.1, Shareholders approve an issue of
300,000 options to acquire ordinary shares in the Company to the Independent
Directors of the Company on the terms and conditions set out in the Explanatory
Notes accompanying this Notice of Meeting.
Further information relating to the above resolutions is set out in the Explanatory
Notes below. Shareholders should also refer, with respect to Resolution 3, to the
waiver from NZX Listing Rule 4.2.2(b), and, with respect to Resolution 4, to the waiver
from NZX Listing Rule 7.8.5(b). The terms of both waivers can be found on the
Company’s NZX announcement page on the NZX website
(https://www.nzx.com/companies/TWL/announcements). Please read and consider
the resolutions together with these Explanatory Notes and each NZX waiver decision.
E Other business

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EXPLANATORY NOTES

1. Auditor's remuneration
KPMG is the existing auditor of the Company and has indicated its willingness to continue in
office Pursuant to section 207T of the Companies Act 1993 (the Companies Act), KPMG is
automatically reappointed at the Annual Meeting as auditor of the Company. Section
207S(a) of the Companies Act provides that the auditor's fees and expenses must be fixed,
either by the Company at that Annual Meeting or in the manner that the Company
determines at the Annual Meeting. The proposed resolution, if passed by Shareholders,
would authorise the Board, consistent with commercial practice, to fix the remuneration of
KPMG as the Company's auditor.
2. Ratification of previous issue of shares pursuant to
the Private Placement
On 12 July 2022, the Company announced that it was commencing a capital raise (Offer),
seeking to raise up to NZ$10 million, comprising a NZ$9 million non-underwritten private
placement (Placement), and a non-underwritten share purchase plan of up to NZ$1 million,
with the ability to accept additional applications at TradeWindow’s discretion. The total
amount raised by the Company under the Offer was NZ$10 million.
The net proceeds of the Offer will be used to drive organic growth across Australia and New
Zealand, build a global trade platform by converging acquired and proprietary solutions,
accelerating global expansion opportunities including the build out of a sales agency
network in Asia, and have partially funded the acquisition of the business of Rfider Limited.
The issue price for the Placement was set at a fixed price of NZ$0.70 per share, representing a
30.7% discount to the closing price of NZ$1.01 on Monday, 11 July 2022. The Placement was
successfully completed on 14 July 2022.
The Company issued 12,857,143 fully paid ordinary shares under the Placement, which were
allotted on 20 July 2022 (Placement Shares). The Placement Shares rank equally with all other
existing ordinary shares of the Company. Senior Manager Andrew Balgarnie indirectly
participated in the Placement (see https://www.nzx.com/announcements/395926), but
otherwise no Directors or Senior Managers (or their Affiliates) participated in the Placement.
The Placement Shares issued were equal to approximately 15% of the issued capital of the
Company immediately prior to the Placement.
All of the Placement Shares were issued under NZX Listing Rule 4.5.1. NZX Listing Rule 4.5.1
permits an issue of shares up to 15% of the issued share capital of the Company in any 12
month period without prior shareholder approval.
Resolution 2 is being proposed in accordance with NZX Listing Rule 4.5.1(c), which allows
Shareholders to ratify a prior issue of shares under NZX Listing Rule 4.5.1. If Shareholders pass
Resolution 2, and thereby ratify the issue of 12,857,143 shares in the Company under the
Placement, the Company's capacity to issue shares under NZX Listing Rule 4.5.1 up to the limit
permitted by the rule within the following 12 month period will be refreshed to 15,120,705
shares.

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TradeWindow considers that it is important as a growth company to retain this full capacity to
undertake further issuances pursuant to NZX Listing Rule 4.5.1.
Failure to pass Resolution 2 will not affect the validity of the Placement Shares but will reduce
the number of equity securities that can be issued by the Company under NZX Listing Rule
4.5.1 for a period of twelve months from 20 July 2022.
3. Approval of issue of shares to Rfider Limited
The Company is seeking shareholder approval to issue fully paid ordinary shares in
TradeWindow of a total value of up to NZ$7.5 million, at an issue price of NZ$1.73 per share
(Issue Price), to Rfider Limited in the 25 month period commencing from the date this
Resolution 3 is passed.
NZ RegCo has granted the Company a waiver from the requirement for the Company to
issue the Consideration Shares within 12 months following shareholder approval for the issue
of the Consideration Shares in respect of this Resolution 3 under Listing Rule 4.2.2(b). The
terms of this waiver can be found on the Company’s NZX announcement page on the NZX
website (https://www.nzx.com/companies/TWL/announcements).
Overview of the transaction
On 17 May 2022, TWL announced that it had entered into a conditional agreement
(Agreement) to acquire the business and assets (Business) of Rfider Limited (Vendor) for a
total purchase price of up to NZ$10 million comprised of ordinary shares in TWL and cash
(Purchase Price) (Transaction). TWL entered into the Transaction via TradeWindow Services
Limited, a wholly owned subsidiary of TWL (Purchaser). The Agreement went unconditional
on 15 July 2022 and the Transaction completed on 29 July 2022 (Completion).
The announcements in relation to the Transaction can be found at
https://www.nzx.com/announcements/392152 and
https://www.nzx.com/announcements/395437.
Purpose of the transaction
The business and assets of Rfider that TradeWindow has acquired primarily comprises the
Rfider software platform, associated intellectual property and customer relationships
(Business). Rfider has developed a mobile interface that can be rapidly deployed in
complex supply chains to capture many points of data. The purpose of the Transaction is to
assist TradeWindow to extend its reach deeper into primary industry supply chains by
providing traceability all the way back to the points of cultivation and production.
The sale and purchase agreement terms
The consideration for the Transaction is to be satisfied in three tranches, as follows:
(a) At Completion, the Purchaser paid the Vendor an initial purchase price of NZ$2.5
million in cash.
(b) Subject to the Business achieving a certain revenue target (Tranche Two Revenue
Target) within 12 months of Completion (Tranche Two Period), the Purchaser will, within
a short time after the Tranche Two Period, pay the Vendor up to $3.75 million by way
of ordinary shares in TWL (Tranche Two Shares), and potentially a further cash
payment or share issue to cover a shortfall between the issue price under the

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Agreement and the TWL share price at the relevant time the Tranche Two Shares are
to be issued.
(c) Subject to the Business achieving a certain revenue target (Tranche Three Revenue
Target) within 24 after Completion (Tranche Three Period), the Purchaser will, within a
short time after the Tranche Three Period, pay the Vendor up to $3.75 million by way
of ordinary shares in TWL (Tranche Three Shares), and potentially a further cash
payment or share issue to cover a shortfall between the issue price under the
Agreement and the TWL share price at the relevant time the Tranche Three Shares are
to be issued.
We refer to the Tranche Two Shares and Tranche Three Shares collectively as the
Consideration Shares.
As noted above, subject to specified revenue targets being achieved by the Business,
TradeWindow will pay up to a total amount of NZ$10 million to the Vendor, comprising a mix
of ordinary shares in the Company and cash.
Issue of the Consideration Shares
In partial satisfaction of the Purchase Price as consideration for the Transaction, the Company
proposes to issue ordinary shares in TradeWindow up to the value of NZ$7.5 million, equating
to 4,335,260 fully paid ordinary shares at an issue price of NZ$1.73 per share which shall rank
equally with the existing ordinary shares in TradeWindow on issue, to the Vendor in the 25
month period commencing from the date this Resolution 3 is passed.
Shortfall protection
The Agreement contains a mechanism whereby the Purchaser may be required at its sole
discretion to either issue additional shares or pay two further cash payments, up to a
maximum of NZ$937,500 each, in partial satisfaction of the Purchase Price if the VWAP for the
Company's shares over the 20 Business Days up to and including the last Business Day of the
Tranche Two Period and Tranche Three Period, respectively (20 Day VWAP), is less than 75% of
the Issue Price (Shortfall Protection Amounts). The maximum amount will be incurred if the 20
Day VWAP is less than 50% of the Issue Price. If the Shortfall Protection Amounts are triggered
and the Company elects to issue additional shares, this sum will be added to the value of the
Consideration Shares to be issued.
To the extent that the total number of shares issued to Rfider in partial satisfaction of the
Purchase Price exceeds 4,335,260 shares (such shares in excess of the Consideration Shares
being the Excess Shares), the Excess Shares will be issued under the Company's placement
capacity pursuant to NZX Listing Rule 4.5.1, which, in accordance with the NZX Listing Rules,
will not require shareholder approval.
Dilutive effect
The dilutionary impact of the issue of the Consideration Shares is set out below. Note the
calculations below are subject to any further share issues that may occur in accordance with
the NZX Listing Rules prior to the Consideration Shares being issued, and presumes the
maximum amount of Consideration Shares will be issued pursuant to the Agreement.
Current shares on issue: 100,804,700
Resolution 3 – shares to be issued to Rfider: 4,335,260
Total shares on issue if Resolution 3 is passed
and the Consideration Shares are issued: 105,139,960

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Example shareholder percentage currently: 5%
Example shareholder percentage after share issue: 4.13%
NZX Listing Rules requirements – issue of equity securities
Absent shareholder approval, TradeWindow would be required to issue the Consideration
Shares pursuant to NZX Listing Rule 4.5.1. However, as a growth company it is important for
TradeWindow to retain the flexibility to undertake future capital raisings by preserving its
placement capacity under NZX Listing Rule 4.5.1. TradeWindow is therefore seeking
shareholder approval for the issuance of the Consideration Shares pursuant to NZX Listing Rule
4.2.1.
As noted above, pursuant to the terms of the Agreement the Company proposes to issue the
Consideration Shares in the 25 month period commencing from the date this resolution is
passed. In order to do so, the Company has sought and been granted a waiver for NZX
Listing Rule 4.2.2(b) to the extent that this Rule would otherwise require TradeWindow to issue
the Consideration Shares within 12 months following shareholder approval for the issue of the
Consideration Shares. The waiver was granted on the following conditions:
(a) the waiver, and TWL’s reliance on the waiver, is disclosed in the TWL’s notice of annual
meeting in respect of the annual meeting of shareholders for 2022;
(b) any shares issued as partial satisfaction of the Purchase Price as consideration for the
Transaction are issued within 25 months after Completion;
(c) the waiver, and TWL’s reliance on the waiver, is disclosed in TWL’s annual reports
during the period TWL is reliant on the waiver; and
(d) the waiver, and TWL’s reliance on the waiver is disclosed in any Offer Document that
TWL publishes during the period TWL is reliant on the waiver.
In the event that Resolution 3 is not passed, the Company will still be able to issue the
Consideration Shares. However, the issuance would need to be made under the Company's
placement capacity in accordance with NZX Listing Rule 4.5.1, thereby reducing the
Company's capacity to issue new shares pursuant to this Rule.
In reliance on the waiver, the Company seeks shareholder approval by ordinary resolution to
issue the Consideration Shares pursuant to NZX Listing Rule 4.2.1.

4. Issue of options to Independent Directors

The Company is proposing to issue 300,000 options (Options) to its Independent Directors
(Options Issue), being Alasdair MacLeod, Diana Puketapu and Philip Norman (the
Independent Directors). The Options would be issued for nil consideration, but with an
exercise price equal to the VWAP of TradeWindow shares over the 20 Business Day period
prior to the date of issuance of the Options, subject to a floor price of NZ$0.70 per share.

The Options are exercisable at any time during the period following their vesting and prior to
the Expiry Date (as defined below) (Exercise Period). An Independent Director may exercise
their vested Options by delivery of an exercise notice, together with payment of the exercise
price of the Options. The shares will be issued to the Independent Directors within 10 business
days of payment being received by the Company. The Company's current intention is to use
any consideration received by the Company in respect of the Options for general working
capital purposes.

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TradeWindow considers that issuing the Options to the Independent Directors will assist in
aligning their incentives with those of the Shareholders of TradeWindow, and in encouraging
those directors to pursue long-term value creation at TradeWindow.

TradeWindow requests from Shareholders approval for the Options Issue under NZX Listing
Rule 4.2.1(a).

Pursuant to the Company's obligations under NZX Listing Rule 3.13 the details of any securities
issued to Independent Directors will be announced on the Company's announcement NZX
page, and published in the Annual Report of the Company relating to the period in which
they were issued, along with a statement that Shareholder approval for the Options Issue was
obtained.

NZ RegCo has granted the Company a waiver from the requirement for the Company to
include an Appraisal Report with this Notice of Meeting in respect of this Resolution 4 under
Listing Rule 7.8.5(b). The terms of this waiver can be found on the Company’s NZX
announcement page on the NZX website
(https://www.nzx.com/companies/TWL/announcements).

General Terms of the Options Issue

Issue Price: the Options will be issued for nil cash consideration.

Issue Date: the Options will be granted on the day of the Annual Meeting if shareholder
approval is granted and shall vest over two years, and will progressively vest
over two years.

Exercise Price: the 20-day VWAP at the time of issuance of the Options, subject to a floor
price of NZ$0.70 per share (ie whichever is higher).

Expiry Date: the Options will lapse if not exercised within a period of three years from the
date of vesting.


Dilutive effect
The dilutionary impact of the issue of shares pursuant to the Options Issue is set out below.
Note the calculations below are subject to any further share issues that may occur in
accordance with the NZX Listing Rules prior to the Options Issue shares exercising; presumes
300,000 ordinary shares in total will be issued equally to three Independent Directors; and is
calculated without reference to any shares that may be issued pursuant to the transaction
contemplated by Resolution 3:
Current shares on issue: 100,804,700
Resolution 4 – shares to be issued to Independent
Directors: 300,000
Resolution 4 – shares on issue if Resolution 4
Is passed and the Issue Options shares are issued: 101,104,700
Example shareholder percentage currently: 5%
Example shareholder percentage after share issue: 4.985%
NZX Listing Rule 7.8.5(b) waiver for requirement of an appraisal report

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Under NZX Listing Rule 7.8.5(b), a notice of meeting to consider a resolution of the nature
referred to in Rule 7.8.4 must be accompanied by an Appraisal Report if: ... (b) More than
50% of the Financial Products to be issued are intended or likely to be acquired by Directors
or Associated Persons of Directors.
Under the NZX Listing Rules and without a waiver, TradeWindow would be required to prepare
an Appraisal Report in respect of the Options Issue to accompany this Notice of Meeting. A
key purpose of an Appraisal Report is to provide Shareholders an independent evaluation
that allows them to understand and scrutinise the merits of a proposed transaction where
directors or their associated persons are the majority participants in an equity issue.
TradeWindow considers that an Appraisal Report is not required for Shareholders to make an
informed decision as to whether or not to approve the Options Issue. The Options are being
granted with an exercise price equivalent to the 20 day VWAP, subject to a floor price of
NZ$0.70 per share (ie whichever is higher). They are therefore clearly benchmarked to the
marker price of the underlying shares. Shareholders can therefore clearly assess the financial
implications and "fairness" of the proposal without an Appraisal Report. Therefore,
TradeWindow has sought and been granted a waiver for NZX Listing Rule 7.8.5(b) to the
extent that this Rule would otherwise require TWL to provide an Appraisal Report in respect of
the Options Issue to accompany this Notice of Meeting. The waiver was granted on the
following conditions:
(a) the non-interested Directors of TWL certify to NZ RegCo, that in the opinion of each of
the non-interested Directors, the Options Issue is in the best interest of, and fair and
reasonable to TWL and all non-associated shareholders; and
(b) the waiver, and TWL’s reliance on the waiver, is disclosed in the notice of annual
meeting in respect of the annual meeting of shareholders for 2022 (Notice of
Meeting).
Failure to pass Resolution 4 would mean that the Company will not issue any Options to the
Independent Directors.
In reliance on the waiver, the Company seeks shareholder approval by ordinary resolution of
the Options Issue pursuant to NZX Listing Rule 4.2.1.

PROCEDURAL NOTES AND OTHER INFORMATION

Persons entitled to vote
The persons who will be entitled to vote at the Annual Meeting are those persons (or their
proxies or representatives) registered on the Company's register of Shareholders as the
holders of shares as at 5:00 pm on Monday, 12 September 2022.
Voting restrictions
Resolution 2
In accordance with NZX Listing Rule 6.3.1, the Company will disregard any votes cast by any
Shareholders who acquired Placement Shares (and their respective Associated Persons (as
defined in the NZX Listing Rules)) in favour of Resolution 2. This will include Senior Manager
Andrew Balgarnie, who indirectly acquired Placement Shares.

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A person disqualified from voting may act as a proxy for another person who is qualified to
vote in respect shares held by that person and in accordance with that person’s express
instructions.
Resolution 4
In accordance with NZX Listing Rule 6.3.1, the Company will disregard any votes cast by the
Independent Directors to whom it is proposed to issue the Options referred to in Resolution 4
(and their respective Associated Persons (as defined in the NZX Listing Rules)) in favour of
Resolution 4.
The Company will disregard any votes cast in favour of Resolution 4 by the Chair of the
Meeting as proxy or attorney for a person who is entitled to vote on Resolution 4.
Casting your vote
Shareholders may cast their vote in one of three ways:
(a) Attending the meeting
Shareholders will not be able to attend the Annual Meeting in person. Attendance will only
be via the Computershare Meeting Platform at https://meetnow.global/nz. To access the
meeting, click ‘Go’ under the TradeWindow meeting and then click ‘Join Meeting Now’.
Select ‘Shareholder’ on the login screen and enter your CSN/Securityholder Number and post
code (or country of residence if outside of New Zealand). Please refer to the Virtual Meeting
Guide attached to this Notice of Meeting for more information. You will need the latest
version of Chrome, Safari, or Edge to access the meeting. Please ensure your browser is
compatible.
(b) Appointing a proxy
All Shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead by signed notice in writing. A proxy
need not be a shareholder of the Company. If you appoint a proxy, you may either direct
your proxy how to vote for you on some or all resolutions or you may give your proxy
discretion to vote as he or she sees fit. If you wish to give your proxy discretion, then you must
mark the appropriate boxes on the form to grant your proxy that discretion. If you do not tick
any box for a particular resolution, then the proxy will vote as he or she sees fit.
If you do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair of the Meeting will be appointed your proxy and will vote in accordance
with your express direction. The Chair of the Meeting intends to vote any undirected proxies
held by him in favour of Resolutions 1, 2, and 3.
If you provide a postal vote (For, Against, Abstain) and also appoint a proxy, your postal vote
will take priority over your proxy appointment. A Proxy Form is enclosed with this Notice of
Meeting. If used to appoint a proxy, it must be received at Computershare Investor Services,
no later than 2:00pm (NZ time) on Monday 12 September 2022.
(c) Casting a postal vote

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Shareholders who are entitled to attend and vote at the Annual Meeting may cast a postal
vote instead of attending in person or appointing a proxy. A Voting/Proxy Form is attached
to this Notice of Meeting. If used to cast a postal vote, it must be received at Computershare
Investor Services, no later than 2:00pm (NZ time) on Monday 12 September 2022.
(d) Online appointment of proxies and postal voting
Proxy appointments or postal votes can be lodged online at www.investorvote.co.nz. To vote
online you must enter your CSN/Securityholder number, post code/Country of Residence and
the secure access Control Number that is located on the front of your Voting/Proxy Form or
advised in the email notification you received.
To cast a postal vote or appoint a proxy, select your preferred voting method and follow the
prompts online.
Ordinary Resolutions
All resolutions will be passed if approved by ordinary resolution at the Annual Meeting. An
ordinary resolution means a resolution passed by a simple majority of the votes of
Shareholders of the Company entitled to vote and voting on the resolution.
NZX
NZX Regulation Limited (NZ RegCo) does not object to this Notice of Meeting and does not
take any responsibility for any statement contained within this Notice of Meeting.
More information
If you have any questions or require further information in relation to this Notice of Meeting,
please contact the Company's Chief Legal Officer, Dewald van Rensburg, at
dewald@tradewindow.io.

VIRTUAL MEETING
Due to ongoing COVID-19 risks, TradeWindow will be conducting its Annual Meeting as a virtual meeting only using Computershare’s
Meeting Platform https://meetnow.global/nz. No physical place of meeting will be made available
How to Vote on Items of Business
Appointing a proxy
All shareholders of the Company entitled to attend and vote at the meeting are
entitled to appoint a proxy to attend and vote for them instead by signed notice in
writing. A proxy need not be a shareholder of the Company. If you appoint a proxy,
you may either direct your proxy how to vote for you on some or all resolutions or
you may give your proxy discretion to vote as he or she sees fit. If you wish to
give your proxy discretion, then you must mark the appropriate boxes on the form
to grant your proxy that discretion. If you do not tick any box for a particular
resolution, then the proxy will vote as he or she sees fit.
If you do not name a person as your proxy or your named proxy does not attend
the meeting, the Chair of the Meeting will be appointed your proxy and will vote
in accordance with your express direction. The Chair of the Meeting intends to
vote any undirected proxies held by him in favour of Resolutions 1, 2, and 3.
If you provide a postal vote (For, Against, Abstain) and also appoint a proxy, your
postal vote will take priority over your proxy appointment.
Casting a postal vote
Shareholders who are entitled to attend and vote at the Annual Meeting may cast
a postal vote instead of attending in person or appointing a proxy.
Ordinary Resolutions
All resolutions will be passed if approved by ordinary resolution at the Annual
Meeting. An ordinary resolution means a resolution passed by a simple majority
of the votes of shareholders of the Company entitled to vote and voting on the
resolution.
Voting Restrictions
Resolution 2
In accordance with NZX Listing Rule 6.3.1, the Company will disregard any votes
cast by any shareholders who acquired Placement Shares (and their respective
Associated Persons (as defined in the NZX Listing Rules)) in favour of Resolution
2. This will include Senior Manager Andrew Balgarnie, who indirectly acquired
Placement Shares. A person disqualified from voting may act as a proxy for
another person who is qualified to vote in respect shares held by that person and
in accordance with that person’s express instructions.
Resolution 4
In accordance with NZX Listing Rule 6.3.1, the Company will disregard any votes
cast by the Independent Directors to whom it is proposed to issue the Options
referred to in Resolution 4 (and their respective Associated Persons (as defined in
the NZX Listing Rules)) in favour of Resolution 4.
The Company will disregard any votes cast in favour of Resolution 4 by the Chair
of the Meeting as proxy or attorney for a person who is entitled to vote on
Resolution 4.
Signing Instructions
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign (on behalf of all shareholders). In the case of joint shareholders, if the
shareholders appoint different proxies, the vote of the proxy appointed by the
first shareholder will be counted.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Turn over to complete the form to vote
Proxy/Voting Form
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy or vote to be effective it must be received by 2.00pm on Monday, 12 September 2022.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz

Contact Name Contact Daytime Telephone Date
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.
or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Signature of Shareholder(s) This section must be completed.
SIGN
Voting Instructions/Voting Paper
STEP 1
Appointment of Proxy
STEP 2
hereby appoint
I/We being a shareholder/s of Trade Window Holdings Limited
of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions in Step 1 at the Annual Meeting of Shareholders of
Trade Window Holdings Limited on Wednesday, 14 September 2022 at 2.00pm and at any adjournment of that meeting.
AgainstFor
Proxy
Discretion
Abstain
Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolution 1. Auditor’s remuneration
That, in accordance with section 207S of the Companies Act 1993, the Board be authorised to fix the remuneration
of the Company’s auditor, KPMG, for the ensuing year.
Resolution 2.Ratification of previous issue of shares pursuant to the private placement
That, in accordance with NZX Listing Rule 4.5.1(c), Shareholders approve and ratify the share issue on 20 July
2022 under NZX Listing Rule 4.5.1 of 12,857,142 fully paid ordinary shares in Trade Window Holdings Limited to
investors pursuant to the private placement at an issue price of NZD$0.70 per share.
Resolution 3.Approval of issue of shares to Rfider Limited
In reliance on the waiver granted for NZX Listing Rule 4.2.2(b) to the extent that this Rule would otherwise
require TradeWindow to issue the shares to Rfider Limited within the 12 months following shareholder approval
for the share issue, that an issue of up to[4,335,260]fully paid ordinary shares of the Company to Rfider Limited
in the [25] month period commencing from the date this resolution is passed, as part satisfaction of the purchase
price for the business and assets of Rfider Limited with such shares to rank equally on issue with all existing
shares, be approved for all purposes, including NZX Listing Rule 4.2.1.
Resolution 4.Approval of issue of options to Independent Directors
That, in reliance on the waiver granted for NZX Listing Rule 7.8.5(b) to the extent this rule would otherwise
require TWL to provide an Appraisal Report to accompany this Notice of Meeting, for the purpose of NZX Listing
Rule 4.2.1 and for all other purposes, the Directors of the Company are authorised to issue 100,000 options to
acquire ordinary shares in the Company to each Independent Director on the terms and conditions set out in the
Explanatory Notes accompanying this Notice of Meeting.

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.