TradeWindow Holdings Limited logo

2023 annual shareholder meeting presentation and speeches

AGM30 August 2023TWLIndustrials

MARKET RELEASE
31 AUGUST 2023


2023 annual shareholder meeting presentation and speeches

TradeWindow (NZX: TWL), the global trade software business, attaches the presentation and

speeches to be given by Independent Chair Alasdair MacLeod and Executive Director AJ Smith

at the company’s Annual Shareholders Meeting this morning.

In the presentation TradeWindow maintains guidance for FY24 trading revenue of $7.0 million

to $8.0 million and reducing average monthly cash outflow from $1.0 million for the second

half of FY23 to $400,000 for the second half of FY24.

TradeWindow also notes in the presentation that – subject to shareholder approval at the

meeting of the planned strategic partnership with nChain – the UK technology company

intends to nominate its Chief Revenue Officer Leandro Nunes to the board.

Under the terms of the strategic agreement, nChain is entitled to nominate a director to take

a seat on TradeWindow’s board so long as it maintains a 15% shareholding in the company.

Further detail on the guidance and the planned nomination is covered in the presentation and

speeches.

Annual shareholder meeting details:

Time: 11am (NZT)

Annual Meeting link: https://meetnow.global/nz

No physical place of meeting will be made available.

Released for and on behalf of TradeWindow by:

Deidre Campbell

Chief Financial Officer


ENDS

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

Further information:

Investors

Andrew Balgarnie

TradeWindow

+64 27 227 3541

Media

Richard Inder

The Project

+64 21 645 643

---

2023 annual shareholder meeting addresses
ALASDAIR MACLEOD, INDEPENDENT CHAIR ADDRESS

Tena koutou, tena koutou, tena koutou katoa.

Kia ora and good morning, and welcome to TradeWindow’s Annual Meeting. My name is

Alasdair MacLeod, I am the Chair of the company.

On behalf of the Board, thank you for attending the 2023 Annual Meeting.

I would first direct your attention to this slide 3 and this important notice on the presentation.

We will be presenting a series of slides that have been released to the NZX this morning and

are also now available on TradeWindow’s investor website.

Before we start with the formal business of the meeting, I have a couple of housekeeping

points.

I am on slide 4

Today’s meeting is being held online via the Computershare Online Meetings platform.

If you have a question to submit during the live meeting, the Q&A is always open so please

feel free to submit questions throughout the meeting, these will be addressed at the relevant

time.

Questions may be moderated or if we receive multiple questions on one topic, amalgamated

together. Any questions not answered in time will receive an email response after the meeting.

Voting today will be conducted by way of a poll on all items of business. I will shortly open the

voting for all resolutions.

I am on slide 5

If you are eligible to vote at this meeting, you will be able to cast your vote under the Vote tab.

Once the voting has opened, the resolutions will allow votes to be submitted.

You can change your vote, up until the time I declare voting closed.

I now declare voting open on all items of business. I will give you a warning before I move to

close voting.

Turning to slide 6

Let me introduce you to my fellow directors who are joining me today:

AJ Smith, our Managing Director and Chief Executive Officer

Independent Director Diana Puketapu

Executive Director Kerry Friend, and

Independent Director Phil Norman

Also joining us online are:


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Aaron Woolsey representing our Auditors KPMG who will be available to respond to questions

later in the meeting;

Ian Beaumont from our lawyers Russell McVeagh, and members of our senior management

team:

Andrew Balgarnie our Chief Strategy Officer and company secretary

Deidre Campbell – our CFO

You can find details of all directors and the senior management team in our annual report and

on our website.

The Company's constitution prescribes a quorum of ten shareholders. I can confirm this

requirement has been met. Accordingly, I declare the meeting formally open.

The items of business for this meeting and the resolutions to be considered by shareholders

are contained in the Notice of Meeting which was sent to shareholders on 8 August 2023.

In terms of the Order of the Meeting, I will say a few words on the results for the 2023 financial

year. Following this AJ will give a presentation covering a review of the 2023 financial year,

the trading update we released to the market earlier this month and an overview of the nChain

transaction on which we will vote upon today.

We will then consider the formal business and resolutions of the meeting.

In relation to the resolutions, there will be opportunities for shareholders to ask specific

questions as we address each resolution in the formal part of the meeting, and there will also

be an opportunity to ask general questions after AJ and I have completed our addresses.

I am now on slide 8

I would like first to turn to our performance in the 2023 financial year.

The board is proud of the company’s achievements. On all our key performance indicators, we

delivered a pleasing result.

Trading revenue, average revenue per customer and absolute customer numbers all grew. And

- as AJ will detail in his address - we have seen an improvement in these measures in the first

quarter of the new financial year.

In the second half of the year, we introduced a new measure of annual recurring revenue or

ARR as a more insightful measure of our revenue position. ARR is a commonly used metric

among ‘Software as a Service’ businesses, particularly growth companies.

With its focus on current or recent revenue levels as the starting point, it is regarded as a

reliable indicator of expected revenue for the coming twelve months.

The percentage of expenses on R&D and commercialization reflected the planned investment

programme for FY23. In March we began to implement plans to reduce costs.

AJ will outline the benefits of these initiatives shortly.

Turning to our financial performance on slide 9

Total operating expenses were $17.4 million, up 21% from the prior year, reflecting revenue

growth and planned investments in market development and the global trade platform.


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Consequently, our EBITDA loss was $11.7 million, up 22% from $9.5 million last year, but our

net loss reduced 10% to $9.8 million after accounting for the revaluation of an acquisition

contingent earnout.

Expenses and EBITDA reflect FY23 figures prior to the cost reductions.

Into the new financial year, we have continued to take a disciplined approach to operational

expenditure, while ensuring targeted investments where necessary to achieve our goals.

The nChain agreement, as we will discuss shortly, supports our aspirations in this respect.

Our funding position – slide 10 - has been at the top of mind through the last year. Our efforts

to secure long-term funding, have been limited by the difficult and competitive capital markets

we faced through the year.

In an environment of rising interest rates, growth companies such as TradeWindow always

face hurdles, but the extent of the interest rate rises we have seen over the last year have

made this challenge especially difficult.

It is a credit to the team and the strength of the TradeWindow business model that we have

weathered these conditions well. It also reflects the strength of our cornerstone shareholders

and their determination to see us succeed. We thank you all for your ongoing support.

During the second half, we raised $5.4 million under a capital raising, while we cut costs to

ensure we could continue to fund our growth.

Our cash balance as at 30 June 2023 was $3.5 million, down from $6.1 million at the end of

March.

Assuming shareholder approval of the nChain agreement today, we will receive an additional

$2.4 million to support our reserves.

It is also worth noting that nChain’s agreement to provide services in exchange for equity puts

us on track to complete our global trade platform within 24 months.

I am now on slide 11

TradeWindow understands the increased requirement from investors that we report on our

sustainability strategies.

We are moving progressively to deliver on these commitments, while recognizing our priority

is financial sustainability and managing the risks to our business – a focus that sits firmly

under the heading of governance.

As an early-stage technology company we have a low carbon footprint relative to many other

companies on the market.

For the moment at least, we are not required to report against the new climate reporting

standards. That said, through a variety of practices that are embedded in our culture and

operations we seek to minimize our environmental footprint.

We foster a high-performance team culture that embraces diversity and inclusion, recognizing

that such a culture is pivotal to delivering a strong performance and plays a key role in

attracting and retaining talent.


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We are proud of the way AJ and the team has embraced the challenges of the last year and

delivered for all of our stakeholders. On behalf of the Board and shareholders we thank them

for their efforts.

Before closing I would also like to acknowledge the support and guidance of my fellow

directors and on behalf of all shareholders thank them for their efforts on behalf of the

company.

I would now like to hand you over to AJ for a review of our progress against strategy and our

recent performance.


AJ SMITH, EXECUTIVE DIRECTOR ADDRESS


Thank You Alasdair, and welcome everyone, joining us today.

Before I turn to the strategic achievements of the last year, and our performance in the most

recent quarter,

I think it is first useful to dwell on our purpose; the problems we solve, and then the changes

we see in international markets, that give us confidence in our prospects.

Slide 13 sets out the sheer complexity of the global trade system and the network of

organisations which make up global supply chains.

The nodes in white are the points representing the physical flow of goods in global supply

chains, the green elements cover the exchange of finance and finance documentation, while

the blue shows information exchanges.

The sharing of data underpins all activities in this network, whether it is forming a sales

contract, coordinating the physical movement of goods, or making a payment.

Global consulting firm, BCG, reports that a single transaction often requires the interaction of

more than 20 entities, and involves between 10 and 20 paper documents and 5,000 data field

exchanges.

TradeWindow is successfully digitalising these information workflows, delivering on its vision

to provide end to end connectivity across global supply chains by building digital trade

infrastructure, which means data straight through from beginning to end.

Despite the challenges of the last year nothing has more dis-sauded us from pressing on with

our goal. Indeed, we are more convinced than ever, about our proposition.

As you can see on Slide 14 the digitalisation of global trade is being driven by three major

trends: macroeconomic, customer demand and market-enabling trends.

Market forces are converging to create the perfect environment for the widespread adoption

of digital trade solutions.

Macroeconomic trends, including continued supply chain disruptions, inflation, and the global

skills shortages, are pushing businesses in all countries to be more efficient and innovative.


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Market enabling trends, include the opening of market access brought about through free

trade agreements. Specifically, new free trade agreements with the UK, include provisions for

electronic trade facilitation through interoperable systems.

Regulatory change is allowing for the legal recognition of electronic documents or

instruments, playing into the hands of our technology.

The UK’s Electronic Trade Documents Act passed into law in July, has for example given trade

documents, including bills of lading, promissory notes, and bills of exchange, the same legal

status as their paper equivalents. It sets a standard for the

UK’s trading partners, including the New Zealand and Australian Governments to follow.

Food traceability solutions are also increasingly sought after as tighter regulatory standards

are being introduced in major export markets including the USA and the EU.

Exporting food producers around the world, will need to implement a traceability solution if

they’re to continue to enjoy unhindered market access, although we are early in the technology

adoption curve.

Our strategy as set out on slide 15 is robust, although given the constraints on funding we

have shifted the emphasis to focus our resources on the Land and Grow pillars - as we believe

this will provide a faster path to a self-sustaining model.

These pillars are essentially aimed at building our customer base and growing the average

revenue per customer.

Unifying solutions into a highly scalable global trade platform remains a priority and, as I will

discuss shortly, our efforts will be accelerated by the nChain deal.

Over the last year we have delivered against all these pillars as you can see on slide 16

We have extended our market penetration by consolidating our market share among large

New Zealand exporters.

Our efforts to deliver increased value to our existing customers have been supported by the

release of new features, which have strengthened the value proposition to customers.

I will expand on these achievements shortly.

The ‘unify’ element of our strategy involves converging the proprietary and acquired software

solutions into a highly scalable global trade platform or trade management system.

It has seen the acquisition of Rfider last year, providing us with a food-traceability solution for

our New Zealand primary sector clients.

For People, we are focused on productivity and a high-performance culture. Increasing our

international presence - specifically expanding our presence in the Philippines –

has provided access to a deep pool of talent, as well as provided the impetus for TradeWindow

to implement the systems and processes which enable the efficient and effective

coordination of a globally focused team.

Turning to the ‘unify’ pillar of our strategy – slide 16 - how we are evolving our technology

stack so we can continue to capitalise on the trends we are seeing in international markets.


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We remain committed to targeted investments to ensure we grow and scale at the right pace.

We made progress during the prior financial year in building key elements of the global trade

platform.

It's important to note that we are already monetising these and prior investments.

The top horizontal line highlights how the global trade platform will service the end-to-end

workflow of our customers.

This will be supported by TradeWindow's applications in place and future functionality

highlighted in the second line. Additions over the past year have included multiple new

integrations to Cube building our eco system,

Bookings and Schedules, as well as container Visibility functionality which have just gone live.

Our achievements have translated into continuing improvements in our key performance

measures as we set out on slide 17

As we highlighted in our first quarterly shareholder update released to the market 22 August

2023, we’ve continued to win new customers, the majority of these

are freight forwarders switching from competing solutions in search of a more cost-effective

solution to manage their operations.

We have been focused on streamlining our onboarding processes to provide a more seamless

transition for our customers into the world of digital trade.

These efforts have contributed to an improvement in gross margin in the quarter, which - at

48% - is up two percentage points up FY’ 23 result.

Growth in both the shipper and forwarder segments saw the team deliver a record month in a

quarter which totalled $1.5 million in trading revenue (unaudited) for the period 1 April to 30

June 2023.

On a forward-looking basis we expect current customer contracts to produce $5.9 million in

recurring revenue over the next 12 months.

This is tracking towards our guidance for FY24 revenue to range between $7 million and $8

million.

We are focused on maintaining a customer retention rate over 90%.

The high level of customer retention reflects the business-critical nature of our solutions and

customers’ growing reliance on our solutions to run their operations.

Our solutions help our customers meet their trade compliance obligations; we’re focused on

removing friction from what our customers must do.

I want to return briefly to our achievements against our Land, Grow and Unify pillars on slide

18 since it is our success in these areas, that give us the greatest confidence in our outlook.

At the end of June some 481 customers were using our technology with significant diversity,

by revenue and industry.

We serve many of Australasia’s leading export sector brands. We’re proud to serve the

majority of New Zealand’s red meat sector, having onboarded Alliance in the past year.


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Shortly after balance date, we announced a strategic partnership with Buy New Zealand Made,

to verify and deliver enhanced supply-chain visibility for their 1400-strong pool of licensees.

Growing our customer base in Australia remains a priority.

In January, we received approval from the Australian Department of Foreign Affairs and Trade

to issue Certificates of Origin to the Australian market.

Since receiving the accreditation, the team have been hard at work to implement the changes

needed to ensure we can issue COO;s in line with local market requirements.

We plan to commercially launch our Australia Certificate of Origin offering during this quarter.

The inclusion of Certificates of Origin within TradeWindow Cube - the solution at the heart of

our global trade platform – is a real boost to exporters in terms of cost savings, efficiency,

automation, and all-hours trade to keep globally traded goods moving.

It makes Cube even more attractive to Australian exporters.

We’ve been working to strengthen the value proposition of our Freight solution with the beta

release during Q1 of Freight ‘Web’, a modular platform designed for freight forwarders to

execute logistics transactions and manage backend operations.

The release includes a fresh new look to the user interface providing a more user-friendly

experience.

Other key features include data validation which helps reduce operator errors by ensuring data

is entered in the correct format.

I now want to turn to the nChain transaction and set out why we believe it represents a

significant opportunity to accelerate our strategy and – importantly – why we believe it

deserves your support in the shareholder vote today.

I am now on slide 21

The proposed transaction with nChain aims to create a long-term strategic partnership with

a global leader in advisory, and research and development of blockchain technologies and

solutions.

It provides TradeWindow with funding to support our growth strategy. It gives us access to

the capabilities we need to complete the global trade platform and do so within 24

months which will enable us to monetise more products much faster, help us to localise and

target new markets.

It also offers a capital efficient entry into the UK and Scandinavian markets and broadens

TradeWindow’s international network.

Perhaps most importantly for shareholders it aligns nChain’s and TradeWindow’s interests.

When we succeed nChain succeeds.

I will cover each of these points on the following slides.

So, who is nChain? Slide 22


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Founded in 2015, nChain is a tech company offering software, IP licensing, consultancy

services and venture capital, and offers deep domain expertise with a highly skilled team

based in the UK, Switzerland, and Slovenia.

It is the developer behind the highly scalable open-source BSV Node, blockchain infrastructure

designed for enterprise applications.

Moving to the transaction – slide 23

The detail is included in the Notice of Meeting, but the substantive points are as follows:

nChain has committed to a strategic investment in TradeWindow valued at $11.1m comprised

of cash, software licenses and services in exchange for 28 million TradeWindow shares at

$0.3952 each.

The share price of the deal represents an 18% premium on the closing price on 31 March 2023,

the day the Heads of Agreement was announced.

Shortly following shareholder approval of the agreement:

nChain will make a $2.4 million cash investment in exchange for 6 million shares;

it will provide a $2.0 million credit for enterprise architecture services in exchange for 5 million

shares; and it will provide a $2.7 million credit for software licenses in exchange for 7

million shares.

Moving to slide 24 TradeWindow will issue a further 10 million shares to nChain.

However, these shares will be held in escrow and released as it delivers on an agreed

programme of software development to complete our Global Trade platform.

The scope of work includes the refresh of legacy solutions, the consolidation of our

technology stacks, upgrades to features and functionality, and integrations with key supply

chain ecosystem platforms.

The transaction also sees nChain and TradeWindow enter into a strategic sales and marketing

agreement as set out here on slide 25

nChain gains the exclusive right to sell TradeWindow’s solutions in the UK and Scandinavia

and will share recurring revenue generated in these markets 50/50 with us.

These are both significant markets with total cross-border merchandise trade of $3.8 trillion.

The agreement means TradeWindow will be able to leverage to nChain’s enterprise sales

capability and reach and allow us to cost effectively enter new markets.

It will also accelerate TradeWindow’s entry into the UK, a trade partner with growing trade links

to economies in the Asia Pacific.

Finally, slide 26 - nChain is entitled to nominate a director to take a seat on TradeWindow’s

board so long as it maintains a 15% shareholding in TradeWindow.

The company has indicated, subject to today’s shareholder approval of the transaction, that it

will nominate its Chief Revenue Officer Leandro Nunes as a director.

We are delighted with the nomination.


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Leandro brings more than 20 years’ experience in corporate finance, product development,

and sales across global organisations, including Mastercard and IBM.

His appointment would create further alignment between nChain and TradeWindow and it

offers us opportunities to leverage his international network.

To summarise – slide 27

We are committed to our strategy, and we are pleased with our strategic progress, as I have

outlined in the presentation.

We are targeting strong revenue growth for the new financial year, and this is supported by

high degrees of recurring revenue.

The strategic agreement with nChain strengthens our balance sheet and accelerates our

strategy. Importantly, it also further diversifies TradeWindow’s shareholder base to include

another high-quality institutional investor.

We remain focused on continued discipline on costs while making targeted investments to

achieve our goals.

Before closing I would like to echo Alasdair’s comments on the commitment and resilience of

our team.

It has been a challenging year, with the constraints we have faced on funding, increasing the

demands on our team.

The board and the senior management team are grateful for their commitment and their

continuing enthusiasm they have demonstrated for our long-term goals, we thank them for

their efforts.

Personally, I would also like to thank my fellow directors for the advice and support this year.

We maintain our guidance for FY24 trading revenue to range between $7.0 million to $8.0

million. As our quarterly figures show we are tracking towards that goal.

TradeWindow continues to focus on cost discipline and reducing average monthly cash

outflow from $1.0 million for the second half of FY23 to $400,000 for the second half of FY24.

We continue to target EBITDA monthly breakeven by the end of FY25, before accounting for

nChain, and monthly cashflow breakeven in FY26.

However, guidance for FY24 is subject to the uncertainty in the macro-economic environment

and particularly the trajectory of the Chinese economy as well as the timing of customer

decisions and the implementation of Cube and other solutions.

With that I would now like to hand you back to Alasdair to take you through the formal

proceedings of the meeting.

/Ends


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Released for and on behalf of TradeWindow by:

Deidre Campbell

Chief Financial Officer


ENDS

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

Further information:

Investors

Andrew Balgarnie

TradeWindow

+64 27 227 3541

Media

Richard Inder

The Project

+64 21 645 643

---

Annual Shareholders Meeting
31 August 2023

TradeWindow’s ordinary shares trade on the NZX under the ticker TWL

Welcome
Chair

Alasdair MacLeod

3
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow). All information is current at the date of

this presentation, unless stated otherwise. All currency amounts are in NZ dollars unless stated otherwise.

Disclaimer

Information in this presentation:

•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of

securities in TradeWindow for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial

product, or investment advice;​

•should be read in conjunction with, and is subject to TradeWindow’s Financial Statements and Annual Reports, market releases andinformation

published on TradeWindow’s website (tradewindow.io);

•includes forward-looking statements about TradeWindow and the environment in which TradeWindow operates, which are subject to uncertainties

and contingencies outside TradeWindow’s control –TradeWindow’s actual results or performance may differ materially from these statements;

•includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (and is not) an indication

of future performance; ​

•may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to theaccuracy or

completeness of such information; and

•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 document 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.

2023 Annual shareholders meeting presentation

4
How to participate in the virtual meeting –Q&A

2023 Annual shareholders meeting presentation

Shareholder & Proxyholder Q&A Participation

•Written Questions:Questions may be submitted

ahead of the meeting. If you have a question to

submit during the live meeting, please select the

Q&A tab on the right half of your screen at

anytime. Type your question into the field and

press submit. Your question will be immediately

submitted.

•The Q&A tab can also be used for immediate help.

If you need assistance, please submit your query

in the same manner as typing a question and a

Computershare representative will respond to you

directly.

5
How to participate in the virtual meeting -Voting

2023 Annual shareholders meeting presentation

Shareholder & Proxyholder Q&A Participation

•Once the voting has been opened, the resolutions

and voting options will allow voting.

•To vote, simply click on the Vote tab, and select

your voting direction from the options shown on

the screen. You can vote for all resolutions at

once or by each resolution.

•Your vote has been cast when the tick appears. To

change your vote, select ‘Change Your Vote’.

6
Agenda

Chair’s address

CEO’s address

nChain transaction

Resolutions

General business

7

12

20

30

34

Directors

2023 Annual shareholders meeting presentation

A J SmithDiana Puketapu

Kerry FriendPhil Norman

Chair's address

8
Key performance indicators –FY23

Annual

Recurring

Revenue

$5.2m

ARPC (Freight

Forwarders)

Up 9%

$595

Gross Margin

46%

Customer

retention rate

93%

% of expenses

R&D and

Commercialisation

56%

Note, all comparisons are against FY22 unlessotherwise indicated.Annual recurring revenue is calculated using

subscription revenue for March 2023 and the monthly average of transaction revenue for Q4 2023 annualised.

Down 4 ppt

Down 1 pptUp 4 ppt on FY22

Trading revenue

Up 27% (Total Revenue

$5.7m, up 18%)

$4.9m

ARPC (Shippers)

$1,289

Up 22%

475

Customers

Up 21 on FY22 (organic

12, acquired 9)

Up 39% (Cube

revenue up 341%)

2023 Annual shareholders meeting presentation

9
Trading revenue up 27%, demand increasing

Financial summary FY23

1

Earnings before interest, tax, depreciation & amortisation

FY22FY23FY22FY23FY22FY23

Trading

revenue

Other

income

Total

income

Total expenses

EBITDA

1

Net profit

(loss) after tax

Cash and

cash

equivalents

Average

monthly cash

outflow

% Change% Change% Change% Change

Profit (Loss)Cash positionCostsRevenue

$3.9m

$4.9m

$1.0m$0.8m

$4.9m

$5.7m

($14.4m)($17.4m)

($9.5m)($11.7m)($10.8m)($9.8m)

$5.9m$6.1m

($0.8m)($1.0m)

4%19%22%-10%21%18%27%-18%

FY22FY23FY22FY23FY22FY23FY22FY23

1

EBITDA –Earnings before interest, tax, depreciation & amortisation

2023 Annual shareholders meeting presentation

FY24 Funding profile
New capital in a challenging market

•$5.4 million secured under capital raising announced in

January 2023

•Supported by key investors

•Cash balance of $3.5m at 30 June 2023

•$2.4 million from nChain will add to cash reserves

1

•Development services in exchange for equity enables the

completion of Global Trade Platform

Cost reductions made

•Implemented plans to reduce costs in FY24 to put the business

on a more sustainable footing

•This included right-sizing employee numbers (~27% reduction)

1. Subject to shareholder approval.

102023 Annual shareholders meeting presentation

Environmental
•Driving environmental impact

minimisation through hybrid working,

minimal paper, recycling, travel strategy

and cloud computing partnerships

•Not yet a Climate Reporting Entity but

constantly monitoring the threshold

requirements

Social

•High performance team culture

•Inclusion and diversity embedded in

recruitment, training, development and

management processes as well as pay

and benefits

•Strong spread of age and tenure,

increasing mix of ethnicities

Governance

•Strong risk focus over the year

•Board with majority independent

directors with skills and experience

spanning software, logistics

infrastructure, and professional

services

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Environment, Social and Governance

2023 Annual shareholders meeting presentation

Our primary focus is on financial sustainability while being conscious of our role in the supply chain and putting environmentally friendly

behaviours in place

CEO Address
Executive Director and CEO

A J Smith

13
Forwarder

Pre-Shipment

Inspector

Export PortCarrierImport Port

CustomsInsurer

Physical

Exporters Bank

Invoicing Platform

Financial

Document Courier

Customs

Information

Importers BankCorrespondent Bank

Document Courier

Current global trade system

Key:

ExporterImporter

2023 Annual shareholders meeting presentation

14
Digital trade market is evolving quickly

•Supply chain disruption

•Inflation and margin pressure

•Global skills shortage

Digital Trade

Facilitation

MACROECONOMIC TRENDS

•Food safety

•Product availability

•Environment, Sustainability and Governance (ESG)

CUSTOMER DEMAND TRENDS

•New free trade agreements

•Electronic trade regulatory changes

•Supply chain traceability legislation

MARKET ENABLING TRENDS

2023 Annual shareholders meeting presentation

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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 &US

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

2023 Annual shareholders meeting presentation

16
A year of strategic delivery

Market penetration

Land

Add customer value

Global trade platform

Build capability

Grow

PeopleUnify

Accelerate growth

•Acquired Rfider extending our reach deeper into primary industry supply chains and providing production traceability

Acquire

2023 Annual shareholders meeting presentation

•Consolidated market share

among large NZ exporters

•Growth in freight forwarder

segment following the

‘Switch & Save’ campaign

•Sales partnerships provided

market intelligence needed

for growth

•Released new features

which strengthened the

value proposition

•Grew average revenue per

customer

•Customer retention remains

strong

•Launched Assure+

traceability solution

•Carrier Bookings

•Container Tracking /Visibility

•Accreditation to issue COO

in Australia

•Building out our Philippines

based team

•Right-sizing the team in line

with our land and growth

focus

•nChain provides the

specialist software

engineering capabilities

17
Lifting existing capability into our global trade platform; building maturity in infrastructure layers

High level product roadmap

2023 Annual shareholders meeting presentation

TradeWindow

has applications

in all key areas

Global trade

operational

workflow

Infrastructure

layers are

maturing

Key:

Current functionality

Future functionality

Inbound

Data

Customer ERP

Milestones

Status

Outbound

Data

Integration

Partners

TW ConnectTW Connect

Global Trade Platform

Shared infrastructure – SSO + common UI/UX

OrdersLogisticsDocsFin/InsLodgementsPaymentsProvenance

•Orders

•Prodoc

•Procurement

•Marketplace

•Bookings

•Schedules

•Quotes

•Multi-mode

•Prodoc

•Expdoc

•Origin

•Certification

•Contracts

•Insurance

•Trade Finance

•Origin

•Expdoc

•Clearance

•TW Pay

•FX

•KYC/AML

•Assure+

•IOT

Organisation/User management - SSO

Common data layer (UN/CEFACT)

Blockchain (public and private)

Integration layer

Distributed storage

Localisation

2023 Annual shareholders meeting presentation18
Key performance indicators –first quarter ended 30 Jun 23 (1Q 24)*

*unaudited

Annual

Recurring

Revenue

$5.9m

ARPC (Freight

Forwarders)

Up 19% on 1Q23

$668

Gross Margin

48%

Customer

retention rate

99%

% of expenses

R&D and

Commercialisation

54%

Note, all comparisons are against first quarter FY23 (1Q23) unlessotherwise indicated.

Annual recurring revenue is calculated using subscription revenue for Jun 2023 and the monthly average of transaction

revenue for 1Q24 annualised.

Up 2 ppt on FY23

Up 6 ppton FY23

Down 2 ppt on FY23

Trading revenue

Up 28% on 1Q23

$1.5m

ARPC (Shippers)

$1,662

Up 18% on 1Q23

481

Customers

Up 6 on FY23

Up 41% on 1Q23

(Cube revenue up 101%)

19
Some of the world’s most prolific agriculture exporters rely on our solutions to run business critical operations

481 organisations use our technology

Note, logos don’t necessarily correspond to top customers.

DairyMeat

Seafood

Horticulture

Other

2023 Annual shareholders meeting presentation

nChain strategic
agreement

21
nChain partnership advances our strategy

Summary of benefits

•Provides TradeWindow with funding to support

our growth strategy.

•Access to the capabilities needed complete the

global trade platform within 24 months.

•Offers capital efficient entry into the UK and

Scandinavian markets.

•Broadens TradeWindow’s international network.

•Aligns nChain’s and TradeWindow’s interests.

2023 Annual shareholders meeting presentation

LandGrowUnifyPeople

Acquire

22
•Founded in 2015, nChain is a

tech company offering software,

IP licensing, consultancy

services and venture capital.

•Deep domain expertise with a

highly skilled team based in the

UK, Switzerland and Slovenia.

•Developer behind the open-

source Bitcoin SV Node,

blockchain infrastructure

designed for enterprise

applications.

2023 Annual shareholders meeting presentation

nChain is global leader in blockchain technologies and solutions

200+

Engineers building

web# infrastructure

30+

Consultants and

trusted advisors

1500+

Research papers

and 500+ patent

families

800+

Powered use cases

1. On approval of the agreement
23

nChain transaction overview (1/2)

Strategic investment of$11.1 m comprised of cash, software licenses and

services in exchange for 28 million TWL shares at $0.3952 each

•Cash investment:$2.4million cash investment in

exchange for 6 million shares.

•Enterprise architecture services:$2.0 millioncredit

for enterprise architecture services inexchange for

5 million shares.

•Software licenses: $2.7 millioncredit for software

licenses in exchange for 7 millionshares.

2023 Annual shareholders meeting presentation

$2.4m (cash)6.0m shares

$2.0m (credit)5.0m shares

$2.7m (credit)7.0m shares

24
nChain transaction overview (2/2)

•nChain provide software development services required

for the completion of the global trade platform at a fixed

price of $4.0 millionin exchange for 10 million shares.

•Shares held in escrow until the satisfactory completion

of eight quarterly work packages that make up the global

trade platform project over 24 months

•Scope of quarterly work packages includes rebuild of

legacy solutions, consolidation of TWL’s technology

stacks, upgrades to features and functionality, and

integrations with key supply chain ecosystem platforms.

2023 Annual shareholders meeting presentation

2. Delivery of services over 24-months

$0.5m (credit)

$0.5m (credit)

$0.5m (credit)

$0.5m (credit)

$0.5m (credit)

$0.5m (credit)

$0.5m (credit)

$0.5m (credit)

1.25m shares

1.25m shares

1.25m shares

1.25m shares

1.25m shares

1.25m shares

1.25m shares

1.25m shares

25
Strategic sales & marketing agreement

•nChain has the exclusive right to

sell TradeWindow’s solutions in

the UK and Scandinavia

•TradeWindow to leverage nChain’s

enterprise sales capability and

reach to cost effectively enter new

markets.

•Accelerates TradeWindow’s entry

into the UK, a trade partner with

growing trade links to economies

in APAC.

Post-Brexit UK is focused on establishing

trade relationships and embracing digital

trade facilitation

•Merchandise exports: $852 billion

•Merchandise imports: $1.3 trillion

nChain has deep links into the

Scandinavia market which presents

significant opportunities

•Merchandise exports: $932 billion

•Merchandise imports: $699 billion

nChain and TWL will deepen the partnership through a strategic sales and marketing agreement

Source: World Bank

2023 Annual shareholders meeting presentation

26
nChain to nominate Leandro Nunes to TradeWindow’s board

nChain is entitled to nominate a director to

take a seat on TradeWindow’s board so long

as it maintains a 15% shareholding.

Key benefits include:

•Creates alignment between nChain and

shareholders

•Broadens TradeWindow’s network

•Brings an international perspective

•Pool of highly skilled and experienced

candidates among nChain’s senior

leadership team

2023 Annual shareholders meeting presentation

•nChain’s Chief Revenue Officer

overseeing global growth

•Over 20 years’ experience in corporate

finance, product development, and

sales

•Formerly VP of Product Development

and Innovation at Mastercard, and

Blockchain Go-To-Market Leader at IBM

•MBA (Accounting & Finance)

27
Summary: well positioned for continued growth

•We are pleased with the strategic progress of the last year

•We are committed and positioned to deliver the next generation of global

trade infrastructure

•We are delivering on our mission of delivering software to make global

supply chains more productive, connected and visible and pleased with our

strategic progress

•The strategic agreement with nChain further strengthens Trade Window’s

balance sheet and accelerates our strategy

•Partnership with nChain further diversifies TradeWindow’s shareholder base

to include another high-quality institutional investor

•Continued cost discipline with targeted investments to achieve our goals

2023 Annual shareholders meeting presentation

FY24 outlook and shareholder questions
28

•Continuing to see strong demand from exporters, importers, and freight forwarders

seeking cost efficiencies from technology and needing to meet new regulatory

standards

•TradeWindow confirms guidance for FY24 trading revenue at $7.0 million to $8.0

million

•TradeWindow continues to focus on cost discipline and reducing average monthly

cash outflow from $1.0 million for the second half of FY23 to $400,000 for the

second half of FY24

•TradeWindow anticipates achieving monthly EBITDA breakeven by the end of

FY25,before accounting for nChain,and monthly cashflow breakeven in FY26

•Guidance for FY24 is subject to the uncertainty in the macro-economic environment

and particularly the trajectory of the Chinese economy as well as the timing of

customer decisions and the implementation of Cube and other solutions

2023 Annual shareholders meeting presentation

Resolutions
Chair

Alasdair MacLeod

2022 Annual Meeting of Shareholders30
Auditor's remuneration

Resolution 1

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.

2022 Annual Meeting of Shareholders31
Approval of issue of shares to

nChain UK Limited

Resolution 2

That, in accordance with NZX Listing Rule 4.2.1,

Shareholders approve an issue of up to a

maximum of 28,236,172 fully paid ordinary shares

(New Shares) in TradeWindow Holdings Limited to

nChain UK Limited (nChain UK).

2023 Annual shareholders meeting32
Proxy votes cast ahead of the meeting

RESOLUTIONFOROPENAGAINSTTOTALABSTAIN

1. Auditors13,078,633 (99.42%)62,236 (0.47%)14,706 (0.11%)13,155,57527,144

2. nChain13,048,406 (99.38%)62,236 (0.47%)19,632 (0.15%)13,130,27452,445

General
business

Meeting
close

Appendix

2023 Annual shareholders meeting36
Well positioned as an early mover in the growing global supply chain management IT and food traceability markets

Our opportunity

1. Source: Gartner, Software Market Insights: Logistics and Supply Chain Management, 2022.

2. Source: https://www.marketsandmarkets.com/Market-Reports/food-traceability-market-103288069.html

Global supply chain

management IT market

$32B

1

Market estimated to grow at a CAGR of

14.3% to reach $56B by 2026

Global Food

Traceability Market

$27B

2

Market estimated to grow at a CAGR of

9.1% to reach $41B by 2025

36

Investor Presentation37
Glossary

Annualised Recurring Revenue (ARR)

Annual recurring revenue is calculated using

subscription revenue for March 2023 and the monthly

average of transaction revenue for Q4 2023 annualised.

Average Revenue Per Customer (ARPC)

Is subscriber customers’ monthly revenue divided by

number of subscriber customers as at end of the month.

The value provided is the average of the monthly ARPC

for the period.

CAGR

Compound annual growth rate.

Customer retention rate

Customer retention rate is the number of subscriber

customers who leave in a month as a percentage of the

total subscriber customers at the start of that month.

The percentage provided is the average of the monthly

churn for the period. The customer retention rate is the

inverse of customer churn.

Customs Broker

A Customs Broker is a licenced individual who acts as

an intermediary for Shippers and Freight Forwarders in

handling the sequence of customs formalities involved

in the customs clearance and importing goods.

EBITDA

Earnings before interest, taxation, depreciation and

amortisation.

Freight Forwarder

A Freight Forwarder is an organisation who arranges

and handles the transport of goods between countries

on behalf of their customers. Responsibilities can also

include storing products, negotiating transportation

rates and booking cargo space.

Shipper

A Shipper is an exporter or importer who requires

carriers to transport goods for transport from one

location to another.

Subscriber customers

Subscriber customers are those thatlicense and/or

accessTradeWindow’ssoftware on amonthly basis. It

excludes pay as you go certificaterevenue.

Recurring revenue

Revenues that are predictable, stable and can be

counted on to occur at regular intervals going forward

with a relatively high degree of certainty. For Trade

Window this is subscription and transactional revenue.

Level 4
33-45 Hurstmere Road

Takapuna

+64 9 836 4200

A J Smith

Executive Director & CEO

e: aj@tradewindow.io

Andrew Balgarnie

Chief Strategy Officer

e: andrew@tradewindow.io

Deidre Campbell

Chief Financial Officer

e: deidre@tradewindow.io

www.tradewindow.io

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.