TWL – Waiver from NZX Listing Rule 4.19.1

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21 November 2025
NZ RegCo Decision
Trade Window Holdings Limited (TWL)
Waiver from NZX Listing Rule 4.19.1

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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 Rule to which this decision relates is set out in Appendix Two.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the
Rules.
Waiver from Listing Rule 4.19.1
Decision
4. Subject to the conditions set out in paragraph 5 below, and on the basis that the information
provided by is complete and accurate in all material respects, NZ RegCo grants TWL a waiver
from NZX Listing Rule 4.19.1 (Rule) to the extent that this Rule would otherwise require TWL to
allot shares under the Offer within 10 Business Days of the close date of the Offer.
5. The waiver in paragraph 4 above is provided on the conditions that:
a. allotment of shares under the Offer occurs no later than 10 Business Days after the
shareholder meeting; and
b. the waiver, and TWL’s reliance on the waiver, is disclosed in the Offer Document that TWL
publishes during the Offer period; and
c. the waiver, and TWL's reliance on the waiver, is disclosed in TWL's next annual report.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 4 above, NZ RegCo has
considered that:
a. the policy behind Rule 4.19.1 is to ensure that, where application monies have been
submitted, subscribers obtain the benefit of their investment without undue delay. The
granting of the waiver will not offend the policy behind Rule 4.19.1 because:
i. Offer participants will be made aware of the timetable for the Offer, including the date
of the shareholder meeting and that allotment will take place on a date that is later
than 10 Business Day period provided by Rule 4.19.1;
ii. allocation of shares following shareholder approval will be on a delivery versus
payment basis, meaning that Offer participants will not be required to submit the
subscription money for the Shares until shortly before the date on which the Shares
are allotted;
iii. the delay between the closing of the Offer and the issue of Shares under the Offer is
necessary because it would otherwise not be possible for TWL to comply with the
notice requirements for meetings under the Companies Act and TWL's constitution,
and also comply with Rule 4.19.1;
iv. for certainty of execution, TWL considers it appropriate to undertake the Offer prior to
seeking shareholder approval to enable TWL undertaking a rapid bookbuild and
subsequent Offer process, so that TWL can take advantage of capital raising
opportunities in a timely manner; and

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v. TWL submits that there are no negative effects on security-holders or other
stakeholders if the waiver sought is granted. All Shares issued under the Offer would
be approved by an Ordinary Resolution of shareholders. TWL considers the
proposed Offer structure and waiver will create the fairest outcome across TWL's
shareholder base.
b. the waiver, and TWL’s reliance on the waiver, will be clear to potential TWL shareholders as it
will be disclosed in any Offer Document published during the period TWL is reliant on the
waiver;
c. there is precedent for this decision.
Confidentiality
7. TWL has requested this decision be kept confidential until TWL releases an announcement in
relation to the granting of the waiver.
8. In accordance with Rule 9.7.2(a), NZ RegCo grants TWL’s request.

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Appendix One
1. Trade Window Holdings Limited (TWL) is a Listed Issuer with ordinary shares Quoted on the NZX
Main Board.
2. TWL is considering undertaking a capital raising by way of a placement of newly issued ordinary
shares in TWL to eligible shareholders under Rule 4.2.1. The capital raising is subject to:
a) shareholder approval by Ordinary Resolution, with a special meeting of shareholders to
be held in early December 2025; and
b) approval of the quotation of TWL shares on the Australian Stock Exchange as a Foreign
Exempt Listing,
("Offer").
3. The total size of the Offer will be approximately NZ$5.7 million, with the ability for TWL to accept
oversubscriptions at its discretion. TWL anticipates that the Offer will exceed its 15% placement
capacity under Rule 4.5.1 and, therefore, the Offer is subject to approval by Ordinary Resolution
of the shareholders in accordance with Rule 4.2.
4. TWL is seeking a waiver from Rule 4.19.1 to the extent it would otherwise require TWL to allot the
Shares issued under the Offer no later than 10 Business Days after the final closing date of the
Offer, given TWL wishes to be able to undertake a bookbuild process, and make the Offer, prior to
(but subject to) obtaining shareholder approval by way of Ordinary Resolution.

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Appendix Two
Rule 4.19 Allotment of Financial Products
Rule 4.19.1
An Issuer making an offer of Financial Products intended to be Quoted (other than Equity Securities
issued under Rule 4.8 or 4.9) must allot such Quoted Financial no later than 10 Business Days after
the final closing date of the offer.