Waivers from Listing Rules 4.2.2 and 7.8.5

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25 August 2022
NZ RegCo Decision
Trade Window Holdings Limited ("TWL")
Application for waiver under NZX Listing Rule 4.2.2(b)

NZ RegCo

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. This
waiver will not apply if that information is not or ceases to be full and accurate in all material
respects.
2. The Rules to which this decision relates are set out in Appendix Two to this decision.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the
Rules.
Waiver from Listing Rule 4.2. 2(b)
Decision
4. Subject to the conditions set out in paragraph 5 below and, on the basis that the information
provided by Trade Window Holdings Limited (TWL) is complete and accurate in all material
aspects, NZX Regulation Limited (NZ RegCo) grants TWL a waiver from NZX Listing Rule (Rule)
4.2.2(b) to the extent this would otherwise require TWL to issue the Consideration Shares within
the 12 months following shareholder approval for the allotment (Waiver).

5. The Waiver in paragraph 4 above is provided on the conditions that:
a. the Waiver, and TWL’s reliance on the Waiver, is disclosed in TWL’s notice of annual meeting
in respect of the annual meeting of shareholders for 2022 (Notice of Meeting);
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.
6. The material information on which this decision is based is set out in Appendix One to this
decision. This waiver will not apply if that information is not, or ceases to be, full and accurate in
all material respects.
7. The Rule to which this decision relates is set out in Appendix Two.
Reasons
8. In coming to the decision to provide the Waiver set out in paragraph 4 above, NZ RegCo has
considered that:
a. the policy of the timeframes under Rule 4.2.2 is to ensure that Issuers do not unduly delay
the issue of Equity Securities for which they have received shareholder approval;
b. the number of Consideration Shares to be issued is determined by an objective formula that
will be set out in the Notice of Meeting;

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c. the Notice of Meeting will set out the timing for the issue of the Consideration Shares and
make clear that the issue of the Tranche Three Shares will take place later than 12 months
after the date of the annual meeting of shareholders for 2022 (subject to shareholder
approval);
d. the Waiver, and TWL’s reliance on the Waiver, will be clear to future TWL shareholders as it
will be disclosed in TWL’s Annual Reports and any Offer Document published during the
period TWL is reliant on the Waiver;
e. it is common for a commercial transaction of this nature to include both contingent
consideration and earn-out mechanisms designed to adjust the purchase price depending on
the actual performance of the business being acquired;
f. the timeframes agreed for the issue of the Consideration Shares are typical for this type of
transaction;
g. the agreed timeframes allow TWL’s Board sufficient time to determine the achievement of
the Tranche Two Revenue Target and Tranche Three Revenue Target in order to calculate
the amount to be paid in part satisfaction of the Purchase Price;
h. TWL submits, and NZ RegCo has no reason not to accept that there are no negative effects
on security-holders or other stakeholders if the Waiver is granted; and
i. there is precedent for this decision.
Confidentiality
9. TWL has requested this application and any decision be kept confidential until such time as TWL
releases a statement to NZX through MAP stating that the Waiver has been granted.
10. In accordance with Rule 9.7.2, NZ RegCo grants TWL’s request.

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Appendix One
1. Trade Window Holdings Limited (TWL) is a Listed Issuer with ordinary shares Quoted on the NZX
Main Board.
2. 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 $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).
3. The Agreement went unconditional on 15 July 2022 and the Transaction completed on 29 July
2022 (Completion).
4. The consideration for the Transaction is set to be satisfied in three tranches, as follows:
a. At Completion, the Purchaser paid the Vendor an initial purchase price of $2.5 million in cash.
b. Subject to the Business achieving a prescribed revenue target (Tranche Two Revenue
Target) within 12 months after Completion (Tranche Two Period), the Purchaser will, shortly
after the end of 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 to
cover a shortfall between the issue price under the Agreement and the TWL share price at
the relevant time the Trance Two Shares are to be issued.
c. Subject to the Business achieving a prescribed revenue target (Tranche Three Revenue
Target) within 24 months after Completion (Tranche Three Period), the Purchaser will,
shortly after the end of 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
to cover a shortfall between the issue price under the Agreement and the TWL share price at
the relevant time the Trance Three Shares are to be issued.
d. The Tranche Two Shares and the Tranche Three Shares are collectively referred to as the
Consideration Shares.
5. TWL will be seeking shareholder approval by Ordinary Resolution for the issue of the
Consideration Shares in accordance with Rule 4.2.1 at its upcoming AGM on 14 September
2022.
6. TWL is seeking a waiver from Rule 4.2.2(b) to the extent it would otherwise require the issue of
the Tranche Three Shares to occur within the 12 months following the date on which shareholder
approval was obtained (Waiver).

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Appendix Two
4.2 Shareholder approval for Issues by Ordinary Resolution
4.2.2 An issue of Equity Securities authorised under Rule 4.2.1 must be completed within:
(a) 36 months after the passing of those resolutions, if the issue is restricted to
Employees, and
(b) 12 months after the passing of those resolutions in all other circumstances,
otherwise the issue cannot occur until further approval is obtained under Rule 4.2.1.

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NZ RegCo

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25 August 2022
NZ RegCo Decision
Trade Window Holdings Limited ("TWL")
Application for waiver under NZX Listing Rule 7.8.5(b)

NZ RegCo

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. This
waiver will not apply if that information is not or ceases to be full and accurate in all material
respects.
2. The Rules to which this decision relates are set out in Appendix Two to this decision.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the
Rules.
Waiver from Listing Rule 7.8. 5(b)
Decision
4. Subject to the conditions set out in paragraph 5 below and, on the basis that the information
provided by Trade Window Holdings Limited (TWL) is complete and accurate in all material
aspects, NZX Regulation Limited (NZ RegCo) grants TWL a waiver from NZX Listing Rule (Rule)
7.8.5(b), to the extent this would otherwise require TWL to provide an Appraisal Report (Waiver)
to accompany its notice of meeting of shareholders to be held 14 September 2022 (Notice of
Meeting).

5. The Waiver in paragraph 4 above is provided on the conditions that:
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 Meeting.
6. The material information on which this decision is based is set out in Appendix One to this
decision. This waiver will not apply if that information is not, or ceases to be, full and accurate in
all material respects.
7. The Rule to which this decision relates is set out in Appendix Two.
Reasons
8. In coming to the decision to provide the Waiver set out in paragraph 4 above, NZ RegCo has
considered that:
a. the Options will be granted with an exercise price equivalent to the 20-day VWAP prior to the
date of issue of the Options, subject to a floor price of NZ$0.70 per share. The Options are
therefore clearly benchmarked to the market price of the underlying shares. Shareholders
can therefore assess the financial implications and “fairness” of the proposal without an
independent Appraisal Report;
b. ordinary shares issued to participants in the recent Share Purchase Plan, which was open to
all eligible shareholders, were priced at NZ$0.70 per share, meaning the Options Issue will
be on no better terms than the shares were offered under the Share Purchase Plan;

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c. the dilutive effects of the Options Issue will be outlined in the Notice of Meeting so that
shareholders can make an informed voting decision;
d. the certification conditions in this Waiver provide comfort that the Board consider that the
Options Issue is in the best interests of TWL and the non-associated shareholders; and
e. there is precedent for this decision.
Confidentiality
9. TWL has requested this application and any decision be kept confidential until such time as TWL
releases a statement to NZX through MAP stating that the waiver has been granted.
10. In accordance with Rule 9.7.2, NZ RegCo grants TWL’s request.

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Appendix One
1. TWL proposes to request from shareholders approval to issue up to 300,000 options (Options) to
acquire ordinary shares in the Company which shall rank equally with the existing ordinary shares
in TWL on issue (Options Issue) to each of its independent directors, being Alasdair MacLeod,
Diana Puketapu, and Philip Norman (Independent Directors). The Options would be issued for
nil consideration, but with an exercise price equal to the VWAP of TWL 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.
2. TWL will at its upcoming annual meeting of shareholders (14 September 2022) (Annual Meeting)
request from shareholders approval for the Options Issue under Rule 4.2.1(a).
3. The purpose of the Options Issue is to align incentives to drive Company performance, and to
incentivise the Independent Directors to pursue the long-term interests of the Company.
General Terms of the Options Issue
4. The proposed terms of the Options Issue (which will be fully disclosed to shareholders in the
Notice of Meeting) are as follows:
a. Issue Price: The Options will be issued for nil cash consideration.
b. Issue date: The Options will be granted on the day of the Annual Meeting (14 September
2022), if shareholder approval is granted, and will progressively vest over two years.
c. Exercise Price: The 20-day VWAP at the time of issuance, subject to a floor price of
NZ$0.70 per share (i.e. whichever is higher).
d. Expiry Date: The Options will lapse if not exercised within a period of three years from the
date of vesting.
5. TWL will be seeing shareholder approval for the Options Issue by Ordinary Resolution, in
accordance with Rule 4.2.1. Under Rule 7.8.5(b), a notice of meeting to consider a resolution of
the nature referred to in Rule 7.8.4 (which sets out information Issuers must include in a notice of
meeting when seeking shareholder approval to issue Financial Products) 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.
6. TWL is seeking a waiver from the requirement to prepare an Appraisal Report under Rule
7.8.5(b) in respect of the Options Issue.

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Appendix Two
7.8 Notices of Meeting
7.8.5 A notice of meeting to consider a resolution of the nature referred to in Rule 7.8.4 (other than a
resolution to permit an issue under Rule 4.7.1) must be accompanied by an Appraisal Report
if:
(a) The resolution is required by Rule 4.13;
(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; or
(c) More than 50% of the Financial Products to be acquired or redeemed or the financial
assistance to be given is intended or likely to go to Directors or Associated Persons of
Directors.