TWL - Notice of Annual General Meeting

1
Notice of
Annual General Meeting
of Shareholders
2024
Notice is hereby given that the Annual Meeting of
Shareholders of Trade Window Holdings Limited
will be held on Thursday, 22 August 2024 at 11am (NZT)
Trade Window Holdings Limited will be conducting its
Annual Meeting as a virtual meeting only

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Date of meeting: 22 August 2024
Time: 11am (NZT)
Annual Meeting link: https://meetnow.global/nz
No physical place of meeting will be made available.
Details of how to participate virtually are provided in
the notes below and Virtual Meeting Guide attached to
this Notice of Meeting. Shareholders are encouraged to
review this guide prior to the Annual Meeting. By using the
meeting platform, Shareholders will be able to watch the
meeting, and vote and ask questions online using your
smartphone, tablet or desktop device.
Important dates and times
(All times are given in New Zealand time) Latest time
for receipt of proxy forms Tuesday, 20 August 2024 at
11:00am Record date for voting entitlements Tuesday,
20 August 2024 at 11:00am Annual Meeting Thursday,
22 August 2024 at 11:00am
Dear Shareholder
You are invited to join us for the Annual
General Meeting of Shareholders of
TradeWindow Holdings Limited (NZX:
TWL) (the Company, TradeWindow), to be
held virtually via Computershare’s Meeting
Platform as follows:

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1. Auditor’s remuneration
UHY Haines Norton Sydney is the existing auditor
of the Company and has indicated its willingness to
continue in office. Pursuant to section 207T of the
Companies Act 1993 (the “Companies Act”), UHY
Haines Norton Sydney is automatically reappointed
at the Annual Meeting as auditor of the Company.
Section 207S(a) of the Companies Act provides that
the auditor’s fees and expenses must be fixed, either by
the Company at that Annual Meeting or in the manner
that the Company determines at the Annual Meeting.
The proposed Resolution 1, if passed by Shareholders,
would authorise the board of directors of the Company
(“Board”), consistent with commercial practice, to fix
the remuneration of UHY Haines Norton Sydney as the
Company’s auditor.
2. Ratification of previous issue of shares
pursuant to share placement
On 16 November 2023, TradeWindow announced
that it had secured a NZ$500,000.00 investment via a
subscription for 2,057,614 fully paid ordinary shares by
key existing investors, including the two founders of the
Company and a new investor, Phil Richards (see https://
www.nzx.com/announcements/421746) (“Private
Placement”).
The investment under the Private Placement was a key
condition of an agreement between TradeWindow and
its lender, ASB Bank in connection with a restructure of
Company’s debt facilities to support the long-term stability
of the Company’s business.
The issue price for the Private Placement was set at a
fixed price of NZ$0.243 per share, representing a 10%
discount to the 30-day Volume Weighted Average Price
(“VWAP”) of NZ$0.27 per share on 1 November 2023.
Under the Private Placement, settlement of the
subscription for the fully paid ordinary shares occurred in
three stages:
Explanatory notesBusiness
• 1,925,927 fully paid ordinary shares on 30 November
2023;
• 41,152 fully paid ordinary shares on 24 February 2024;
and
• 90,535 fully paid ordinary shares on 24 March 2024,
(together, the “Private Placement Shares”).
The Private Placement Shares rank equally with all other
existing ordinary shares in the Company. Executive
Directors Albertus Smith and Kerry Friend indirectly
participated in the Private Placement, but otherwise
no Directors or Senior Managers (or their Affiliates)
participated in the Private Placement.
The Private Placement Shares issued were equal to
approximately 1.8% of the issued capital of the Company
immediately prior to the first issuance under the Private
Placement.
All of the Private Placement Shares were issued under
NZX Listing Rule 4.5.1. NZX Listing Rule 4.5.1 permits
an issue of shares up to 15% of the issued share capital
of the Company in any 12 month period without prior
shareholder approval.
Resolution 2 is being proposed in accordance with NZX
Listing Rule 4.5.1(c), which allows Shareholders to ratify
a prior issue of shares under NZX Listing Rule 4.5.1. If
Shareholders pass Resolution 2, and thereby ratify the
issue of 2,057,614 shares in the Company under the
Private Placement, the Company’s capacity to issue shares
under NZX Listing Rule 4.5.1 up to the limit permitted
by the rule within the following 12 month period will be
refreshed to approximately 11.3 million shares.
If Shareholders were to also pass Resolution 3, and
thereby ratify the issue of 7,677,898 shares in the
Company under the Capital Raising Placement (defined
below), the Company’s capacity to issue shares under
NZX Listing Rule 4.5.1 up to the limit permitted by the rule
within the following 12 month period will be refreshed to
approximately 19.0 million. shares.
AChair’s address
BAnnual Meeting presentation
CShareholder discussion
DResolutions
Shareholders to consider and, if thought fit, pass the following Ordinary Resolutions:
Resolution 1 – Auditor’s remuneration
That, in accordance with section 207S of the Companies Act 1993, the Board be authorised to fix the
remuneration of the Company’s auditor, UHY Haines Norton Sydney, for the ensuing year.
Resolution 2 – Ratification of previous issue of shares pursuant to private placement with select investors
That, in accordance with NZX Listing Rule 4.5.1(c), Shareholders approve and ratify for all purposes, the
previous share issue of 2,057,614 fully paid ordinary shares in Trade Window Holdings Limited to select
investors pursuant to a private placement at an issue price of NZ$0.243 per share which was allotted in three
stages on 30 November 2023, 1 February 2024 and 15 March 2024.
Resolution 3 – Ratification of previous issue of shares pursuant to share placement
That, in accordance with NZX Listing Rule 4.5.1(c), Shareholders approve and ratify for all purposes, the
previous share issue of 7,677,898 fully paid ordinary shares in Trade Window Holdings Limited to select
investors pursuant to a share placement at an issue price of NZ$0.175 per share which was allotted on 24
April 2024.
Resolution 4 – Ratification of previous issue of shares pursuant to share purchase plan
That, in accordance with the definition of “Share Purchase Plan” in the NZX Listing Rules, Shareholders
approve and ratify for all purposes, the previous share issue of 1,262,287 fully paid ordinary shares in Trade
Window Holdings Limited to Shareholders pursuant to a share purchase plan at an issue price of NZ$0.175
per share which was allotted on 24 April 2024.
Resolution 5 – Re-election of Alasdair MacLeod as Director
That, Alasdair MacLeod be re-elected as an independent non-executive director of Trade Window Holdings
Limited.
Resolution 6 – Re-election of Phil Norman as Director
That, Phil Norman be re-elected as an independent non-executive director of Trade Window Holdings Limited.
Resolution 7 – Re-election of Albertus Smith as Director
That, Albertus Smith be re-elected as an executive director of Trade Window Holdings Limited.
Resolution 8 – Re-election of Kerry Friend as Director
That, Kerry Friend be re-elected as an executive director of Trade Window Holdings Limited.
Further information relating to the above Resolutions, including the voting restrictions that apply to
Resolutions 2, 3 and 4 is set out in the Explanatory Notes and Procedural Notes below.
EOther business

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TradeWindow considers that it is important as a growth
company to retain this full capacity to undertake further
issuances pursuant to NZX Listing Rule 4.5.1, should
the Company wish to undertake a further placement of
equity securities prior to 24 March 2025. Failure to pass
Resolution 2 will not affect the validity of the Private
Placement Shares but will reduce the number of equity
securities that can be issued by the Company under NZX
Listing Rule 4.5.1 prior to 24 March 2025.
The Board recommends that Shareholders vote in favour
of Resolution 2, as it will provide TradeWindow the
flexibility to raise capital as required within NZX’s 15%
placement limit.
3. Ratification of previous issue of shares
pursuant to share placement
On 22 April 2024, TradeWindow announced that it had
closed its NZ$2.2 million capital raise (see https://www.
nzx.com/announcements/429875). The capital raising
included:
• a non-underwritten placement of up to NZ$2 million
of newly issued ordinary shares to existing and new
institutional and other select investors, which closed
fully subscribed (the “Capital Raising Placement”);
and
• a non-underwritten share purchase plan
(the “SPP”) to TradeWindow’s eligible existing
shareholders with an address in New Zealand
to raise up to NZ$200,000 (with the ability to accept
oversubscriptions at TradeWindow’s discretion),
which closed oversubscribed by 10.4%, (together,
the “Capital Raising”).
Under the Capital Raising, the Company sought
the aggregate amount of NZ$2.2 million to drive
TradeWindow’s organic growth in Australia, provide a
pathway to profitability in FY25, and support existing
software solutions.
The issue price for the Capital Raising Placement was set
at a fixed price of NZ$0.175 per share, representing an
approximately 10% discount to the VWAP of TradeWindow
share traded on the NZX during the 20 trading days up
to the opening of the Capital Raising on 26 March 2024.
The issue price under the SPP was also set at NZ$0.175
per share, representing the lower of the Capital Raising
Placement of NZ$0.175 per share, and a 2.5% discount
to the VWAP of TradeWindow shares traded on the NZX
during the 40 days up to, and including, the end of the
Capital Raising on 22 April 2024.
The Company issued:
• 7,677,898 fully paid ordinary shares under the Capital
Raising Placement in accordance with NZX Listing
Rule 4.5.1, which were allotted on 24 April 2024
(“Capital Raising Placement Shares”); and
• 1,262,287 fully paid ordinary shares under the SPP
in accordance with NZX Listing Rule 4.3.1, which were
allotted on 24 April 2024.
All of the shares issued under the Capital Raising rank
equally with all other existing ordinary shares in the
Company. Executive Director Kerry Friend indirectly
participated in the Capital Raising Placement, but
otherwise no Directors or Senior Managers (or their
Affiliates) participated in the Capital Raising Placement.
The Capital Raising Placement Shares issued were
equal to approximately 6.6% of the issued capital of the
Company immediately prior to the Capital Raising.
During the offer period under the Capital Raising,
Executive Director Albertus Smith had subscribed for
3,750,673 ordinary shares in the Company via subscription
agreement (“Subscription Agreement”). The issuance
under the Subscription Agreement is subject to delayed
settlement and required shareholder approval under NZX
Listing Rule 4.2.1. Shareholder approval was granted in
a special meeting of Shareholders held on 12 June 2024
for the issuance of shares to Albertus Smith under NZX
Listing Rule 4.2.1. Accordingly, Albertus Smith will not be
restricted from voting in favour of this Resolution 3 as the
shares under the Subscription Agreement were issued
pursuant NZX Listing Rule 4.2.1 and not NZX Listing Rule
4.5.1.
All of the shares to be issued to Albertus Smith under
the Subscription Agreement are to be issued under NZX
Listing Rule 4.2.1. Further information relating to the
Subscription Agreement and the issuance of shares to
Albertus Smith is set out in TradeWindow’s notice of
special meeting of Shareholders, dated 27 May 2024 (see
https://www.nzx.com/announcements/431802).
All of the Capital Raising Placement Shares were issued
under NZX Listing Rule 4.5.1. NZX Listing Rule 4.5.1
permits an issue of shares up to 15% of the issued share
capital of the Company in any 12 month period without
prior shareholder approval.
Resolution 3 is being proposed in accordance with NZX
Listing Rule 4.5.1(c), which allows Shareholders to ratify
a prior issue of shares under NZX Listing Rule 4.5.1. If
Shareholders pass Resolution 3, and thereby ratify the
issue of 7,677,898 shares in the Company under the
Capital Raising Placement, the Company’s capacity to
issue shares under NZX Listing Rule 4.5.1 up to the limit
permitted by the rule within the following 12 month period
will be refreshed to approximately 17 million shares.

If Shareholder were to also pass Resolution 2, and thereby
ratify the issue of 2,057,614 shares in the Company under
the Private Placement (defined above), the Company’s
capacity to issue shares under NZX Listing Rule 4.5.1 up
to the limit permitted by the rule within the following 12
month period will be refreshed to approximately 19 million
shares.
Similar to Resolution 2, TradeWindow considers that
it is important as a growth company to retain this full
capacity to undertake further issuances pursuant to NZX
Listing Rule 4.5.1, should the Company wish to undertake
a further placement of equity securities prior to 24 April
2025. Failure to pass Resolution 3 will not affect the
validity of the Capital Raising Placement Shares but will
reduce the number of equity securities that can be issued
by the Company under NZX Listing Rule 4.5.1 prior to 24
April 2025.
The Board recommends that shareholders vote in
favour of Resolution 3, as it will provide TradeWindow
the flexibility to raise capital as required with NZX’s 15%
placement limit.
4. Ratification of previous issue of shares
pursuant to share purchase plan
As described under Resolution 3, following the Capital
Raising Placement, TradeWindow undertook the SPP.
Under the SPP, the Company offered up to NZ$50,000 of
shares per existing shareholder with an address in New
Zealand, for an aggregate offer size of up to NZ$200,000,
which closed oversubscribed by 10.4%.
Under the SPP, which opened on 8 April 2024, the
Company issued 1,262,287 fully paid ordinary shares
(“SPP Shares”), raising NZ$220,900.22 in accordance
with NZX Listing Rule 4.3.1(c), with the SPP Shares being
allotted on 24 April 2024. Ninety-three Shareholders
subscribed for shares under the SPP.
All of the SPP Shares rank equally with all other existing
ordinary shares in the Company. The SPP Shares issued
were equal to approximately 1.08% of the issued capital of
the Company immediately prior to the commencement of
the SPP.
All of the SPP Shares were issued under NZX Listing Rule
4.3.1(c). NZX Listing Rule 4.3.1(c) permits an issue under
a share purchase plan provided that:
• the issuance does not exceed 10% of the issued share
capital of the Company as at the commencement of
the SPP; and
Explanitory Notes - Continued

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• the consideration payable for equity securities issued
under all share purchase plans (other than share
purchase plans that have been ratified) by the
Company does not exceed NZ$50,000 per registered
holder in any 12 month period.
Resolution 4 is being proposed in accordance with the
NZX Listing Rules, which allows Shareholders to ratify
a prior issue of shares under a share purchase plan. If
Shareholders pass Resolution 4, and thereby ratify the
issue of 1,262,287 shares in the Company under the SPP,
the Company’s capacity to issue shares under NZX Listing
Rule 4.3.1(c) will be refreshed.
Similar to Resolution 2 and 3, TradeWindow considers
that it is important as a growth company to retain this
full capacity to undertake further issuances pursuant to
NZX Listing Rule 4.3.1(c), should the Company wish to
undertake a further share purchase plan prior to 24 April
2025. Failure to pass Resolution 4 will not affect the
validity of the SPP Shares but will reduce the number of
equity securities that can be issued by the Company under
NZX Listing Rule 4.3.1(c) prior to 24 April 2025.
The Board recommends that shareholders vote in favour
of Resolution 4, as it will provide TradeWindow the
flexibility to raise capital as required.
5. Re-election of Alasdair MacLeod as a
Director
Alasdair MacLeod was first appointed as a director of
TradeWindow in October 2021 and accordingly is required
to stand for reappointment in 2024, being the third annual
meeting following his appointment. He is the Chair of
the TradeWindow Board, Chair of the Nomination and
Remuneration Committee, and member of the Audit and
Risk Committee.
In accordance with the NZX Listing Rule 2.7.1, Alasdair
retires by rotation and offers himself for re-election as
a director of TradeWindow at the meeting. The Board
unanimously supports Alasdair’s re-election and considers
that he qualifies as an independent director under the
applicable NZX Listing Rules.
Alasdair MacLeod
Independent Non-Executive Director, Chair
Alasdair has broad governance experience across the
software, technology and not for profit sectors and has
worked extensively with primary industry exporters. He is
a former Partner of Deloitte NZ and until December 2022
was Chair of NZX-listed Napier Port Holdings Limited.
He is currently Chair of Silverstripe Limited, a Wellington-
based digital experience company. He was Chair of the
Hawke’s Bay chapter of Export NZ for seven years.
6. Re-election of Phil Norman as a Director
Phil Norman was first appointed as a director of
TradeWindow in October 2021 and accordingly is required
to stand for reappointment in 2024, being the third annual
meeting following his appointment. He is the Chair of the
Audit and Risk Committee, and member of the Nomination
and Remuneration Committee.
In accordance with the NZX Listing Rule 2.7.1, Phil retires
by rotation and offers himself for re-election as a director
of TradeWindow at the meeting. The Board unanimously
supports Phil’s re-election and considers that he qualifies
as an independent director under the applicable NZX
Listing Rules.
Phil Norman
Independent Non-Executive Director
Phil is a professional director and business advisor for
growth companies. His career has included management,
ownership and governance roles in many local and
international businesses. He was founding chairman of
Xero Limited and formerly director of ASX listed TASK
Group Holdings Limited. Phil is a current director of Loyalty
New Zealand Limited (Fly Buys).
7. Re-election of Albertus Smith as a
Director
Albertus Smith (“AJ”) was first appointed as a director of
TradeWindow in October 2021 and accordingly is required
to stand for reappointment in 2024, being the third annual
meeting following his appointment.
In accordance with the NZX Listing Rule 2.7.1, AJ retires
by rotation and offers himself for re-election as a director
of TradeWindow at the meeting. The Board unanimously
supports AJ’s re-election and considers that he qualifies as
a director under the applicable NZX Listing Rules.
AJ Smith
Executive Director
AJ is a founding shareholder of TradeWindow and has
been the CEO from the company’s inception in 2018
building on a track record of innovation and investment
in successful rapid-growth companies including
MediFin, GreenFin and Bonds Africa (South Africa) and
Commonwealth Finance Group (Switzerland). With a
strong belief in building high-performance teams, AJ is
an active executive member of the Young Presidents
Organisation.
8. Re-election of Kerry Friend as a Director
Kerry Friend was first appointed as a director of
TradeWindow in September 2021 and accordingly is
required to stand for reappointment in 2024, being the
third annual meeting following his appointment. He is a
member of the Audit and Risk Committee.
In accordance with the NZX Listing Rule 2.7.1, Kerry retires
by rotation and offers himself for re-election as a director
of TradeWindow at the meeting. The Board unanimously
supports Kerry’s re-election and considers that he qualifies
as a director under the applicable NZX Listing Rules.
Kerry Friend
Executive Director
Kerry has three decades of financial management
experience. He started his career with EY Wellington
before following a career across Asia primarily in the
media and entertainment sector. Kerry has previously
held senior finance positions with Take-Two Interactive
Software (Singapore), Jupiter TV (Japan), Bloomberg
(Japan) and News Corporation (Japan). He is a current
director of Northpower Limited and Northpower Fibre
Limited.
Explanitory Notes - Continued

1011
Procedural notes and
other information
Persons entitled to vote
The persons who will be entitled to vote at the
Annual Meeting are those persons (or their proxies or
representatives) registered on the Company’s register
of Shareholders as the holders of shares as at 11am on
Tuesday 20 August 2024.
Voting restrictions
Resolution 2
In accordance with NZX Listing Rule 6.3.1, the
Company will disqualify any votes cast by any
Shareholders who acquired Private Placement
Shares (and their respective Associated Persons
(as defined in the NZX Listing Rules)) in favour of
Resolution 2. This will include Executive Directors
AJ Smith and Kerry Friend who indirectly acquired
Private Placement Shares.
A person disqualified from voting may act as a proxy
for another person who is qualified to vote in respect
shares held by that person and in accordance with
that person’s express instructions.
Resolution 3
In accordance with NZX Listing Rule 6.3.1, the
Company will disqualify any votes cast by any
Shareholders who acquired Capital Raising
Placement Shares (and their respective Associated
Persons (as defined in the NZX Listing Rules)) in
favour of Resolution 3. This will include Executive
Director Kerry Friend who indirectly acquired Capital
Raising Placement Shares.
A person disqualified from voting may act as a proxy
for another person who is qualified to vote in respect
shares held by that person and in accordance with
that person’s express instructions.
Resolution 4
In accordance with NZX Listing Rule 6.3.1, the
Company will disqualify any votes cast by any
Shareholders who acquired SPP Shares (and their
respective Associated Persons (as defined in the
NZX Listing Rules)) in favour of Resolution 4.
A person disqualified from voting may act as a proxy
for another person who is qualified to vote in respect
shares held by that person and in accordance with
that person’s express instructions.
Casting your vote
Shareholders may cast their vote in one of three
ways:
(a) Attending the meeting
Shareholders will not be able to attend the Annual
Meeting in person. Attendance will only be via
the Computershare Meeting Platform at https://
meetnow.global/nz. To access the meeting, click
‘Go’ under the TradeWindow meeting and then click
‘Join Meeting Now’. Select ‘Shareholder’ on the login
screen and enter your CSN/Securityholder Number
and post code (or country of residence if outside of
New Zealand).
Please refer to the Virtual Meeting Guide attached to
this Notice of Meeting for more information. You will
need the latest version of Chrome, Safari, or Edge to
access the meeting. Please ensure your browser is
compatible.
(b) Appointing a proxy
All Shareholders of the Company entitled to attend
and vote at the meeting are entitled to appoint a
proxy to attend and vote for them instead by signed
notice in writing. A proxy need not be a shareholder
of the Company. If you appoint a proxy, you may
either direct your proxy how to vote for you on
some or all Resolutions or you may give your proxy
discretion to vote as he or she sees fit. If you wish
to give your proxy discretion, then you must mark
the appropriate boxes on the form to grant your
proxy that discretion. If you do not tick any box for a
particular Resolution, then the proxy will vote as he
or she sees fit.
If you do not name a person as your proxy or your
named proxy does not attend the meeting, the Chair
of the Meeting will be appointed your proxy and will
vote in accordance with your express direction. The
Chair of the Meeting intends to vote any undirected
proxies held by him in favour of the Resolutions.
If you provide a postal vote (For, Against, Abstain)
and also appoint a proxy, your postal vote will
take priority over your proxy appointment. A Proxy
Form is enclosed with this Notice of Meeting. If
used to appoint a proxy, it must be received at
Computershare Investor Services, no later than
11am (NZT) on Tuesday 20 August 2024.
(c) Casting a postal vote
Shareholders who are entitled to attend and vote at
the Annual Meeting may cast a postal vote instead
of attending in person or appointing a proxy. A
Voting/Proxy Form is attached to this Notice of
Meeting. If used to cast a postal vote, it must be
received at Computershare Investor Services, no
later than
11am (NZT) on Tuesday 20 August 2024.
(d) Online appointment of proxies and postal voting
Proxy appointments or postal votes can be lodged
online at www.investorvote.co.nz. To vote online
you must enter your CSN/Securityholder number,
post code/Country of Residence and the secure
access Control Number that is located on the front
of your Voting/Proxy Form or advised in the email
notification you received.
To cast a postal vote or appoint a proxy, select your
preferred voting method and follow the prompts
online.
Ordinary Resolutions
All Resolutions will be passed if approved by
ordinary resolution at the Annual Meeting. An
ordinary resolution means a resolution passed by
a simple majority of the votes of Shareholders of
the Company entitled to vote and voting on the
resolution.
NZX
NZX Regulation Limited (NZ RegCo) does not object
to this Notice of Meeting and does not take any
responsibility for any statement contained within this
Notice of Meeting.
More information
If you have any questions or require further
information in relation to this Notice of Meeting,
please contact the Company’s Chief Strategy Officer,
Andrew Balgarnie, at andrew@tradewindow.io.

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VIRTUAL MEETING
TradeWindow will be conducting its Annual Meeting as a virtual meeting only using Computershare’s
Meeting Platform https://meetnow.global/nz. No physical place of meeting will be made available.
How to Vote on Items of Business
Appointing a proxy
All shareholders of the Company entitled to attend and vote at the meeting are
entitled to appoint a proxy to attend and vote for them instead by signed notice in
writing. A proxy need not be a shareholder of the Company. If you appoint a proxy,
you may either direct your proxy how to vote for you on some or all resolutions or
you may give your proxy discretion to vote as he or she sees fit. If you wish to
give your proxy discretion, then you must mark the appropriate boxes on the form
to grant your proxy that discretion. If you do not tick any box for a particular
resolution, then the proxy will vote as he or she sees fit.
If you do not name a person as your proxy or your named proxy does not attend
the meeting, the Chair of the Meeting will be appointed your proxy and will vote
in accordance with your express direction. The Chair of the Meeting intends to
vote any undirected proxies held by him in favour of the Resolutions.
Casting a postal vote
Shareholders who are entitled to attend and vote at the Annual Meeting may cast
a postal vote instead of attending in person or appointing a proxy.
Ordinary Resolutions
The resolutions will be passed if approved by ordinary resolutions at the Annual
Meeting. An ordinary resolution means a resolution passed by a simple majority of
the votes of shareholders of the Company entitled to vote and voting on the
resolutions.
Voting Restrictions
Resolution 2
In accordance with NZX Listing Rule 6.3.1, the Company will disqualify any
votes cast by any Shareholders who acquired Private Placement Shares (and
their respective Associated Persons (as defined in the NZX Listing Rules)) in
favour of Resolution 2. This will include Executive Directors AJ Smith and Kerry
Friend who indirectly acquired Private Placement Shares.
Resolution 3
In accordance with NZX Listing Rule 6.3.1, the Company will disqualify any
votes cast by any Shareholders who acquired Capital Raising Placement
Shares (and their respective Associated Persons (as defined in the NZX Listing
Rules)) in favour of Resolution 3. This will include Executive Director Kerry
Friend who indirectly acquired Capital Raising Placement Shares.
Resolution 4
In
accordance with NZX Listing Rule 6.3.1, the Company will disqualify any votes
cast by any Shareholders who acquired SPP Shares (and their respective
Associated Persons (as defined in the NZX Listing Rules)) in favour of Resolution 3.
A person disqualified from voting under any Resolution may act as a proxy for
another person who is qualified to vote in respect shares held by that person and
in accordance with that person’s express instructions..
Signing Instructions
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign (on behalf of all shareholders). In the case of joint shareholders, if the
shareholders appoint different proxies, the vote of the proxy appointed by the
first shareholder will be counted.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Turn over to complete the form to vote
Proxy/Voting Form
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
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Computershare Investor Services Limited
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corporateactions@computershare.co.nz

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions in Step 1 at the Annual Meeting of Shareholders of
TradeWindow Holdings Limited on Thursday, 22 August 2024 at 11:00 am and at any adjournment of that meeting.
AgainstFor
Proxy
Discretion
Abstain
Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolution 1.
Auditor’s remuneration
That, in accordance with section 207S of the Companies Act 1993, the Board be authorised to fix the remuneration
of the Company’s auditor, UHY Haines Norton Sydney, for the ensuing year.
Resolution 2.Ratification of previous issue of shares pursuant to private placement with select investors
That, in accordance with NZX Listing Rule 4.5.1(c), Shareholders approve and ratify for all purposes, the previous
share issue of 2,057,614 fully paid ordinary shares in Trade Window Holdings Limited to select investors pursuant to a
private placement at an issue price of NZ$0.243 per share which was allotted in three stages on 30 November 2023,
1 February 2024 and 15 March 2024.
Resolution 3. Ratification of previous issue of shares pursuant to share placement
That, in accordance with NZX Listing Rule 4.5.1(c), Shareholders approve and ratify for all purposes, the previous share
issue of 7,677,898 fully paid ordinary shares in Trade Window Holdings Limited to select investors pursuant to a share
placement at an issue price of NZ$0.175 per share which was allotted on 24 April 2024.
Resolution 4. Ratification of previous issue of shares pursuant to share purchase plan
That, in accordance with the definition of “Share Purchase Plan” in the NZX Listing Rules, Shareholders approve and
ratify for all purposes, the previous share issue of 1,262,287 fully paid ordinary shares in Trade Window Holdings
Limited to Shareholders pursuant to a share purchase plan at an issue price of NZ$0.175 per share which was allotted
on 24 April 2024.
Resolution 5. Re-election of Alasdair MacLeod as Director
That, Alasdair MacLeod be re-elected as an independent non-executive director of Trade Window Holdings Limited.
Resolution 6. Re-election of Phil Norman as Director
That, Phil Norman be re-elected as an independent non-executive director of Trade Window Holdings Limited.
Resolution 7. Re-election of Albertus Smith as Director
That, Albertus Smith be re-elected as an executive director of Trade Window Holdings Limited.
Resolution 8. Re-election of Kerry Friend as Director
That, Kerry Friend be re-elected as an executive director of Trade Window Holdings Limited.
Contact Name Contact Daytime Telephone Date
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
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and (Email):
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.
or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
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Appointment of Proxy
STEP 2
hereby appoint
I/We being a shareholder/s of
TradeWindow Holdings Limited
of
or failing him/herof
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Proxy/Voting Form
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Voting Instructions/Voting Paper
STEP 1