Correction of Error – Options to Independent Directors

NZX RELEASE
TradeWindow Issues Share Options to Independent Directors
15 September 2022
Auckland, NZ. TradeWindow (NZX: TWL) is issuing 300,000 options (Options) to the
three Independent Directors of TradeWindow, being Alasdair MacLeod, Diana
Puketapu and Philip Norman, as approved by resolution at the Annual General
Meeting of Shareholders held online on 14 September 2022. The issue of the Options
is to occur today (15 September 2022).

Each Option will, upon vesting and exercise of the Option, entitle the holder to one
ordinary share in the Company. The Options will be issued today (15 September
2022) but with an effective date of 14 September 2022 (Effective Date), with a nil
issue price and will vest in the following tranches:
• 2/3 of options vest on 30 September 2023
• 1/3 of options vest on 30 September 2024

The exercise price for the Options is the VWAP of TradeWindow Shares over the 20
Business Day period prior to the Effective Date, subject to a floor price of NZ$0.70 per
share (i.e., whichever is higher).

TradeWindow considers that issuing the Options to the Independent Directors will
assist in aligning incentives with those of the shareholders of TradeWindow and in
encouraging those directors to pursue long term value creation for the Company.

Following the issue of the Options the total number of shares, live options, and
deferred share rights is:
Ordinary Shares: 100,804,700
Options: 1,537,238

ENDS
Released for and on behalf of TradeWindow by:
Dewald van Rensburg
Chief Legal Officer
For Further information
Dewald van Rensburg
TradeWindow
+64 21 025 01490

About TradeWindow:
Founded in December 2018, TradeWindow is an NZX-listed 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

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Capital Change Notice

Updated as at 17 October 2019


Section 1: Issuer information
Name of issuer Trade Window Holdings
Limited
NZX ticker code TWL
Class of financial product Options to acquire Ordinary
Shares in Trade Window
Holdings Limited
ISIN (If unknown, check on NZX website) NZTWLE0004S0
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed
300,000 Options to acquire
ordinary shares in the
Company
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Issue Price: Nil

Exercise Price: The VWAP of
TradeWindow Shares over the
20 Business Day period prior
to 14 September 2022
(Effective Date), subject to a
floor price of NZ$0.70 per
share
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
1

TradeWindow has a total of
100,804,700 ordinary shares
on issue and the total share
options issued are 1,237,238.

The issue of Options
represents 0.2939% of the
total ordinary shares on issue
(being the percentage should
all Options be exercised)
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
Each Option will, upon vesting
and exercise of the Option,
entitle the holder to one
ordinary share in the Company
which will rank equally with all
other fully paid ordinary shares
on issue in the Company.

1
The percentage is to be calculated immediately bef ore the issue, acquisition, redemption or Conversion.

Options vest in the following
tranches:
• 2/3 of options vest on 30
September 2023;
• 1/3 of options vest on 30
September 2024.
The exercise price for the
Options is the VWAP of
TradeWindow Shares over the
20 Business Day period prior
to the Effective Date, subject to
a floor price of NZ$0.70 per
share.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Options are issued to
Independent Directors to assist
in aligning incentives with
those of shareholders and
encouraging those directors to
pursue long term value
creation for the Company.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
Total ordinary shares on issue
are 100,804,700.
Total Share Options issued are
1,537,238.

In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Shareholder’s Resolution
passed at the Annual General
Meeting on 14 September
2022.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The new shares will rank
equally with all other fully paid
ordinary shares on issue.
Date of issue/acquisition/redemption
2
15 September 2022
Section 3: Authority for this announcement and contact person
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 15 September 2022



2
Continuous issuers using this f orm in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (f or example, 1 January 2019 to 31 January 2019).

Capital Change Notice

Updated as at 17 October 2019