TWL – Waiver from NZX Listing Rule 7.8.5(b)

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27 May 2024
NZ RegCo Decision
Trade Window Holdings Limited (TWL)
Application for waiver from NZX Listing Rule 7.8.5(b)

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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 special meeting of shareholders to be held in
June 2024 (Notice of Special Meeting) to approve an issuance of 3,750,673 New Shares
to its Executive Director.
5. The Waiver in paragraph 4 above is provided on the conditions that:
(a) the non-interested Directors of TWL certify to NZX that in the opinion of each of
the non-interested Directors, the waiver is in the best interests of, and fair and
reasonable to:
(i) TWL, and,
(ii) all of TWL’s non-associated Shareholders,
(b) the non-interested Directors of TWL certify to NZX, that in the opinion of each of
the non-interested Directors, the consideration and terms of the issuance of the
New Shares is in the best interests of, and fair and reasonable to:
(i) TWL, and,
(ii) all of TWL’s non-associated Shareholders,

(c) TWL’s non-interested Directors include in the certificate a summary of the principal
grounds for the certifications given under each limb of conditions (a) and (b)
described above; and
(d) the Waiver, and TWL’s reliance on the Waiver, is disclosed in the Notice of
Special Meeting and TWL's next annual report.

6. NZX will publish the certificate to market alongside the publication of the waiver decision.

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7. 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.
8. The Rule to which this decision relates is set out in Appendix Two.
Reasons
9. In coming to the decision to provide the Waiver set out in paragraph 4 above, NZ RegCo
has considered that:
(a) the purpose of the issue of the New Shares is not complicated or difficult for
shareholders to understand;
(b) the New Shares will be issued at the same consideration of NZ$0.175 per New Share
and on no better terms than were offered to all other shareholders and new investors
in TWL under the Share Offer (with the exception of the deferred settlement
arrangement). The Executive Director seeks to invest in the proportion of shares that
had not been taken up under the Placement. Shareholders can therefore clearly
assess the financial implications and "fairness" of the proposal without an Appraisal
Report;
(c) the dilutive effects of the New Share will be outlined in the Notice of Special Meeting
so that shareholders can make an informed voting decision;
(d) the certification conditions in this waiver provide comfort that the non-interested
Directors consider that:
(i) the waiver is in the best interests of, and fair and reasonable to TWL and
all of TWL’s non-associated shareholders; and
(ii) the consideration and terms of the issuance of the New Shares, is in the
best interests of, and fair and reasonable to TWL and all of TWL’s non-
associated shareholders; and
(e) there is precedent for this decision.
Confidentiality
10. TWL has requested that 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.
11. In accordance with Rule 9.7.2, NZ RegCo grants TWL’s request.

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Appendix One
12. TWL has recently undertaken a capital raising, consisting of:
(a) a non-underwritten placement of up to NZ$2 million of newly issued ordinary
shares to existing and new institutional and other select investors (the
Placement); and
(b) a share purchase plan (the SPP) to TWL's eligible existing shareholders with an
address in New Zealand to raise up to NZ$200,000 (with the ability to accept
oversubscriptions at TWL's discretion), which was not underwritten,
(together, the Share Offer). This raised a total of NZ$1,564,538.92.
13. TWL proposes to request from shareholders approval to issue 3,750,673 ordinary shares
(New Shares) which shall rank equally with the existing ordinary shares in TWL on issue to
one of its executive directors, Albertus Johannes Smith (the Executive Director). This will
allow TWL to raise the full NZ$2.2 million sought under the Share Offer.
14. The Placement offer is (with the exception of the Executive Director's participation) being
undertaken in reliance on Rule 4.5.1.
15. Pursuant to Rule 4.5.1, TWL is unable to issue shares to the Executive Director on terms
that are different to other participants. Therefore, TWL plans to hold a special meeting of
shareholders in June 2024 (Special Meeting) to request shareholder approval by Ordinary
Resolution to issue the New Shares under Rule 4.2.1, to be settled on two allotment dates
within 6 months from the date of the Special Meeting.
16. Non-associated Shareholders are the shareholders who are not associated with the
Executive Director (non-associated Shareholders) for the purposes of this waiver.
17. The key objectives of the capital raising through the Share Offer were to secure the funds
needed to drive TWL's organic growth in Australia, provide a pathway to profitability in
FY25, and support existing software solutions.

General Terms of the Options Issue
18. The proposed terms of the issuance of the New Shares (which will be fully disclosed to
shareholders at the Special Meeting) are as follows:
(a) Issue Price: The Issue Price for the New Shares will be on the same terms as is offered
under the Placement, being NZ$0.175 per New Share.
(a) Issue Date: If shareholder approval is granted the New Shares will be issued and vested
on two allotment dates within 6 months from the date of the Special Meeting – 1,875,336
New Shares on 31 August 2024 and 1,875,337 New Shares on 30 November 2024.
(b) Consideration: The consideration for the New Shares is to be satisfied by the Executive
Director paying the Issue Price per share for the New Shares to be issued on each
allotment date.
19. TWL will be seeking shareholder approval for the issue of the New Shares by Ordinary
Resolution, in accordance with Rule 4.2.1. Under Rule 7.8.5(b), a notice of meeting to

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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.
20. TWL is seeking a waiver from the requirement to prepare an Appraisal Report under Rule
7.8.5(b) in respect of the issuance of the New Shares.

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Appendix Two
Rule 7.8 Notices of Meeting
Rule 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.

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TRADE WINDOW HOLDINGS LIMITED
(the "Company")
Directors' Certificate
(Condition of NZX Regulation Limited's waiver from NZX Listing Rule 7.8.5(b))
BACKGROUND
A. The Company plans to hold a special meeting of shareholders in June 2024 to request
shareholder approval under Rule 4.2.1 of the NZX Listing Rules (the "Rules") to issue
3,750,673 ordinary shares in the Company ("New Shares") to one of its executive directors,
Albertus Johannes Smith (“Executive Director”) ("Special Meeting").
B. The investment by the Executive Director will raise NZ$656,367.78 and reflects the shortfall
amount in the placement the Company closed in April 2024 ("Placement").
C. In a decision of NZX Regulation Limited ("NZ RegCo") dated on or about the date of this
certificate, NZ RegCo granted the Company a waiver (the "Waiver") from Rule 7.8.5(b), to the
extent that this would otherwise require the Company to provide an Appraisal Report to
accompany its notice of Special Meeting.
D. The Waiver was issued on the condition that the non-interested directors of the Company (the
"non-interested Directors") give this certificate.
E. Capitalised terms not defined in this certificate shall have the meanings given to them in the
Waiver.
CERTIFICATION
We, being all of the non-interested Directors, certify that in our opinion:
(a) the relief sought under the Waiver is in the best interests of, and fair and reasonable to the
Company and all of the Company's non-associated shareholders ("non-associated
Shareholders") (being the shareholders who are not associated with the Executive
Director); and
(b) the consideration and terms of the issuance of the New Shares is in the best interests of,
and fair and reasonable to the Company and all of the non-associated Shareholders.
GROUNDS FOR THE CERTIFICATION
The principal grounds for the certification given above by the non-interested Directors are as follows:
1. As concerns (a), without the Waiver, participation by the Executive Director in the Share
Offer would require the preparation of an Appraisal Report. The non-interested Directors
consider that the cost of obtaining an Appraisal Report considerably outweighs the benefit it
would provide to shareholders in this case, given that:
(i) the allotment has no material effect on control of the Company; and
(ii) the difference in the subscription by the Executive Director that requires the need
for approval under Rule 4.2.1 is the staged settlement and allotment arrangement,
which is a straightforward matter to understand and is being clearly disclosed in
the notice of meeting convening the Special Meeting.

2. As concerns (b):
(i) The Company is seeking to raise the full NZ$2.2 million under the Share Offer to
secure the necessary funds for the Company’s next stage of growth, including to
drive the Company’s organic growth in Australia, provide a pathway to profitability
in FY25 and support existing software solutions. The subscription by the
Executive Director allows the Company to raise the full NZ$2.2 million in the
absence of any other subscription for the balance of the amount sought under the
Placement.
(ii) Other than the settlement in two tranches on 31 August 2024 and 30 November
2024, the New Shares will be issued at the same consideration of NZ$0.175 per
New Share and on the same terms that were offered to all persons participating
under the Placement and SPP.
(iii) In light of the significant subscription being made by the Executive Director, it is
reasonable to allow the Executive Director’s subscription to settle in two tranches
within six months from the date of the Special Meeting to facilitate his liquidity in
order to make payment and this is the basis on which the Executive Director is
able to make the subscription.
(iv) Participation by the Executive Director in the Share Offer is in the best interests of
the Company and its non-associated Shareholders as it demonstrates his ongoing
support of the Company's strategy and vision and provides alignment with the
Company.

DATED:

SIGNED:


A J Macleod

K M Friend


P J Norman