Capital Change Notice - Issue of Shares

Template
Capital Change Notice

Updated as at February 2025

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Trade Window Holdings Limited
NZX ticker code TWL
Class of financial product Ordinary Shares in Trade Window Holdings
Limited
ISIN (If unknown, check on NZX website) NZTWLE0004S0
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 5,438,196 Ordinary Shares in TWL
Nominal value (if any) N/A
Issue/acquisition/redemption price per security NZ$0.19
Nature of the payment (for example, cash or
other consideration)
Cash
Amount paid up (if not in full) Fully paid
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

TradeWindow has a total of 134,180,713
ordinary shares on issue and a total of 776,999
share options on issue.

The issuance of the shares represents 4.03%
of the 134,957,712 Financial Products (being
the total number of ordinary shares should all
share options be exercised).
For an issue of Convertible Financial Products
or Options, the principal terms of Conversion
(for example the Conversion price and
Conversion date and the ranking of the
Financial Product in relation to other Classes
of Financial Product) or the Option (for
example, the exercise price and exercise
date)
N/A
Reason for issue/acquisition/redemption and
specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
Allotment of 5,438,196 ordinary shares under a
placement conducted by Trade Window
Holdings Limited announced on 24 September
2025.
Total number of Financial Products of the
Class after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total
Total ordinary shares on issue are 139,618,909

Total share options issues are 776,999

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

number of Financial Products of the Class
held as Treasury Stock after the
issue/acquisition/redemption.
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Authorised by a resolution of the Board dated
24 September 2025. The placement is being
made pursuant to NZX Listing Rule 4.5.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The new shares will rank equally with all other
fully paid ordinary shares on issue.
Date of issue/acquisition/redemption
2
24 September 2025
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying investors
who were able to participate in the offer and
how their respective allocations in the offer
were determined.

The explanation must set out the key
objectives and criteria the Issuer adopted in
the allocation process, whether one of those
objectives was a best effort to allocate on a
pro rata basis to existing holders of the
Issuer’s Equity Securities, and any significant
exceptions or deviations from those objectives
and criteria.
Section 3 disclosure information has been
released at TWL announcement dated 24
September 2025. Please see the following link
to the relevant announcement

(https://www.nzx.com/announcements/459339).
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Andrew Balgarnie, Chief Strategy Officer
Contact person for this announcement Andrew Balgarnie
Contact phone number +64 27 559 4133
Contact email address andrew@tradewindow.io
Date of release through MAP

24/09/2025





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