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Special Shareholders' Meeting Presentation

AGM12 June 2024TWLIndustrials

Special Shareholders' Meeting
12 June 2024

Welcome
Chair

Alasdair MacLeod

Special Meeting Presentation

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 and information

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 the accuracy 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.

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How to participate in the virtual meeting – Q&A

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.

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How to participate in the virtual meeting - Voting

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’.

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Agenda

Directors

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A J Smith

Kerry Friend

Phil Norman


Growth strategy 8

Pathway to profitability 10

Capital raising 13

Resolution 16

Meeting close 19

Executive Director and CEO
A J Smith

8
Multiple growth levers

Capital efficient growth focused on acquiring market positions that can help sustain building a competitive advantage in innovation

8

INNOVATION

of the Global Trade Platform

GREATER USAGE

by existing customers

NEW CUSTOMERS

on the platform

ACQUISITION

to accelerate and de-risk growth

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Some of the Australasia’s most prolific shippers and freight forwarders rely on our solutions to run business critical operations

513 organisations use our technology

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

DairyMeat

Seafood

HorticultureLogistics & other

10
Pathway to profitability

•Forecast growth supports monthly EBITDA break-even in March 2025

1

•Predictable recurring revenues from over 513

2

customers including some of the world’s

most prolific agriculture exporters and freight forwarders

•Strong market position with more than 50% of New Zealand’s primary industry

exporters using TradeWindow software

•Focus on increasing revenue in winning products to fund a self-sustainable innovation

and development programme

•Offshore innovation and development division to reduce cost, access talent, and boost

productivity

1.Forward looking financial information should be read in conjunction with key assumptions on Slide#21

2.Customers as at 31 March 2024

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Growing from solid foundations

•Delivered a CAGR of 104%

1

since the start of

commercialisation in January 2020

•Forecasting continued revenuegrowth in the range

of 20% to 34% year-on-year for FY25 (1 April 2024 to

31 March 2025)

•Trading revenue guidance of $7.3m to $8.3m for

FY25

•Forecast revenue growth underpinned by cross-

selling to existing customers and winning new

customers in Australia

Revenue

2

1.CAGR period FY20 to FY24

2.Forward-looking financial information should be read in conjunction with key assumptions on Slide 21

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0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

FY20AFY21AFY22AFY23AFY24FFY25F

NZ$M

12
TradeWindow 2.0

Pathway to profitability and continued revenue growth

Average half year cash burn

1

•Monthly EBITDA breakeven expected

March 2025

•Positive monthly cash flow expected

approximately six months later

•Rationalised cost base includes

reduced headcount, hybrid working,

and offshore innovation and

development

•Supported via ASB Bank removal of

2x facility limit cash covenant and

extended amortisation reliefto March

2025

1.Forward-looking financial information should be read in conjunction with key assumptions on Slide 21

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-1.0

-0.9

-0.8

-0.7

-0.6

-0.5

-0.4

-0.3

-0.2

-0.1

0.0

1H23A2H23A1H24A2H24A1H24F2H24F

NZ$M

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Capital to support path to profitability: use of proceeds

1. Drive organic growth in Australia

•Capture further market share in Australia with a focus on direct sales and

establishing channel partnerships

•Building company and product profile to support lead generation and conversion in

the Australian market

3. Supporting existing solutions

Sources

1

Private placement$2.0m

Share Purchase Plan$0.22m

Total$2.22m

2. Path to profitability in FY25

•Strengthen balance sheet to take the business through to profitability during FY25

•Provides resilience to weather unforeseen trading variability and macroeconomic

events

•Maintaining existing solutions to ensure a high-quality user experience and

reliability

•Progressiverelease of new revenue generating features and functionality which

provide a pathway to delivering the global trade platform

Uses

Cash on balance sheet*

$2.0m

Transaction costs$0.22m

Total$2.22m

1

All figures assume resolution of this meeting are approved by Resolution 1 of this

special meeting

2.

In addition to the Share Offer, TradeWindow may explore potential debt funding

options to further enable it to capitalise on future growth opportunities

Chair
Alasdair MacLeod

A J Smith share subscription terms
The final step of the capital raising

•Issue price 17.5c/share with a total investment by AJ Smith of more than

$656,000, ensuring the company raises the entire $2.2 million it seeks to

execute on its growth plans

•Deferred settlement arrangement requested by AJ:

•1,875,336 shares to settle on 31 August 2024.

•1,875,337 shares to settle on 30 November 2024.

•Resolution required under NZX Listing Rule 4.2.1 due to deferred

settlement terms differing from other investors.

•Non-interested directors support the deferred settlement terms and

unanimously recommend shareholders vote in favor of the resolution.

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Resolution

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Resolution

Approval of issue of shares to AJ Smith under

Subscription Agreement

•That, in accordance with NZX Listing Rule 4.2.1,

shareholders approve an issue of 3,750,673 fully

paid ordinary shares of the Company to Albertus

Johannes Smith under the Subscription Agreement,

to be settled in two tranches as described in the

Explanatory Notes to the Notice of Meeting.

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Proxy votes cast ahead of the meeting

RESOLUTIONFOROPENAGAINSTTOTALABSTAIN

Approval of

share issue

20,334,043 (98.74%)202,120 (0.98%)57,462 (0.28%)20,593,6252,888,373

Meeting
close

Appendix.

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Projected financials – key assumptions

Forward-looking financial information is inherently subject to uncertainty and judgement.

Key assumptions which may have a material risk to ourprojections include:

SPECIFIC

•The rate and timing of new customer traction

•Successful retention of people with the required skills cost effectively

•No research and development costs have been capitalisedto the

balance sheet

GENERAL

•No materialchange in the current economic conditions locally

and globally

•No changes in accounting standards or other mandatory

professional reporting requirements

TradeWindow
Investor Contact

Andrew Balgarnie

Chief Strategy Officer

TradeWindow

+64 275 594 133

andrew@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.