TradeWindow - Notice of Special Meeting of Shareholders

Trade Window Holdings Limited

Notice of Special Meeting
of Shareholders

TO BE HELD ONLINE ON 10 December 2025 AT 11:00AM (NZT)


You are invited to join us for the Special Meeting of shareholders of Trade Window Holdings
Limited, to be held virtually via Computershare's Meeting Platform as follows:

Special Meeting link:
www.meetnow.global/nz
The Special Meeting will be held online only. There will be no physical place of meeting
available.
Details of how to participate virtually are provided in the notes below and the Virtual Meeting
Guide attached to this Notice of Special Meeting. Shareholders are encouraged to review
this guide prior to the Special Meeting. By using the meeting platform, shareholders will be
able to watch the meeting, and vote and ask questions online using a smartphone, tablet or
desktop device.

2


25 November 2025

Dear Shareholder,

Notice is hereby given that a Special Meeting of shareholders of Trade Window Holdings
Limited (NZX: TWL) (the Company, or TradeWindow) will be held at 11:00AM on 10 December
2025. The Special Meeting will be held as a virtual meeting only.

The purpose of the meeting is to approve the issue of 22,859,091
ordinary shares in
TradeWindow to participants in the placement the Company has recently undertaken
("Placement"). As announced through NZX on 21 November 2025, the subscription price for
the shares offered under the Placement was A$0.22/NZ$0.25
1
per share representing a 27.8%
discount to last close of A$0.305/NZ$0.35) on 20 November 2025.
If approved, the Placement will raise A$5 million (being approximately NZ$5.75 million
2
).
As previously announced, the Company undertook the Placement to raise funds to:
• Accelerate the development of Freight AI, TradeWindow’s next-generation freight
forwarding operating system.
• Strengthen the Company’s balance sheet including repayment of debt.
• Support growth in Australia, New Zealand and other markets.
• Facilitate TradeWindow’s Foreign Exempt Listing on the ASX.
If approved by shareholders, it is proposed that the Placement will settle on 15 December
2025.
Further details regarding the special business of the meeting are set out in the Explanatory
Notes that are included with this Notice of Meeting.
The directors unanimously support the Resolution and encourage shareholders to vote in
favour of the Resolution either by proxy, postal vote or attendance at the meeting – each of
which can be done online.
Yours faithfully

Alasdair Macleod
Chair


1
Exchange rate as at 19 November 2025: A$1/NZ$1.15.
2
Exchange rate as at 19 November 2025: A$1/NZ$1.15.

3

Special Business
A Chair's address
B Shareholder discussion
C Resolution
Shareholders to consider and, if thought fit, pass the following Ordinary Resolution:
Ordinary Resolution – Approval of issue of 22,859,091 placement shares –NZX Listing
Rule 4.2
That, in accordance with NZX Listing Rule 4.2.1, shareholders approve an issue of
22,859,091 fully paid ordinary shares of the Company to institutional and other
selected investors under the Placement, to be settled on 15 December 2025.
Further information relating to the above Resolution, including the voting restrictions
that apply to the Resolution and the waiver the Company has received from NZX
Listing Rule 4.19.1 (which would otherwise have required the Company to allot shares
under the Placement by 8 December 2025), is set out in the Explanatory Notes
below.

By order of the Board


Alasdair Macleod
Chair

4

EXPLANATORY NOTES

Approval of issue of shares to institutional and other
selected investors


This Notice of Special Meeting does not constitute an offer to sell, or a solicitation of an offer
to buy, any securities in any jurisdiction. This Notice of Special Meeting has been prepared in
compliance with New Zealand law and NZX Listing Rules ("Rules") solely for purposes of
seeking shareholder approval of a proposed allotment of ordinary shares.

The Company is seeking shareholder approval by Ordinary Resolution to issue 22,859,091 fully
paid ordinary shares in TradeWindow to institutional and other selected investors pursuant to
the terms of the offer made to participants on 21 November 2025, as described below.

Overview of the Capital Raising

On 25 November 2025, TradeWindow announced that it had closed its recent A$5 million /
NZ$5.75
3
million capital raise ( see https://www.nzx.com/announcements/463310). The capital
raising was a non-underwritten placement of A$5 million / NZ$5.75 million of newly issued
ordinary shares to institutional and other select investors (the "Placement"). As announced
through NZX on 21 November
2025, the issue price for the fully paid ordinary shares under the
Placement was A$0.22/NZ$0.25
4
per share representing a 27.8% discount to last close of
A$0.305/NZ$0.35) on 20 November 2025. The newly issued ordinary shares will be fully paid,
equally ranking ordinary shares in TWL.
Under the Placement, the Company sought the amount described above to drive
TradeWindow's growth in Australia, support the development of new software solutions,
provide additional working capital and fund the ASX Foreign Exempt listing.

NZX Listing Rules requirements – issue of equity securities

Shareholder approval is required under Rule 4.2.1 because the Placement exceeds the
Company's 15% placement capacity under Rule 4.5.1 and, therefore, the Placement is
subject to approval by Ordinary Resolution of the shareholders in accordance with Rule 4.2.1.
As all of the Shares under the Placement will be issued under Rule 4.2.1, none of
TradeWindow's placement capacity under Rule 4.5.1 will be used for the Placement.
Waiver – Requirement to allot Quoted Financial Products no later than 10 Business Days after
the final closing date of the offer
In accordance with Rule 4.19.1, TWL is required to allot Quoted Financial Products no later
than 10 Business Days after the final closing date of the offer. However, as the Placement
was made subject to approval by Ordinary Resolution of TWL shareholders, the allotment of
Shares under the Placement could not comply with the timeframe required by Rule 4.19.1.
Therefore, TradeWindow sought, and NZX Regulation Limited (NZ RegCo) has granted to
TradeWindow, a waiver in respect of the requirement under Rule 4.19.1, to permit the

3
Exchange rate as at 19 November 2025: A$1/NZ$1.15.
4
Exchange rate as at 19 November 2025: A$1/NZ$1.15.

5

allotment of shares under the Placement beyond the 10 Business Days after the final closing
date of the offer.
The waiver was granted by NZ RegCo on the following conditions:
(a) allotment of shares under the Placement occurs no later than 10 Business Days after
the shareholder meeting;
(b) the waiver, and TWL's reliance on the waiver, is disclosed in any Offer Document (as
defined in the Rules) that TWL publishes during the period TWL is reliant on the waiver.
(c) the waiver, and TradeWindow's reliance on the waiver, is disclosed in this Notice of
Special Meeting and TradeWindow's next annual report.

The terms of the waiver can be found on the Company's NZX announcement page on the
NZX website at (https://www.nzx.com/companies/TWL/announcements).
Summary of dilutive effect on shareholders
The following table sets out an example of the dilutionary implications of the Placement on a
hypothetical shareholder (Shareholder A) holding 1,000,000 shares who has not taken part in
the Placement:

Shares (before
placement
% of Shares
(before
placement)
Shares (after
placement
% of Shares
(after
placement)
Total TWL Shares
139,618,909 100% 162,478,000 100%
Shareholder A's
shareholding
1,000,000 0.716% 1,000,000 0.615%

The calculations are also subject to any further share issues that may occur in accordance
with the Rules.
Implication if Resolution is not passed
If this Resolution does not pass, the Company will not issue any new Shares and will not raise
the targeted amount. The Company may then need to consider other funding options in the
near term, which may not be as favourable to the Company and are less certain than the
Placement.
Recommendation to vote in favour of the Resolution

The non-interested directors of TradeWindow unanimously recommend that shareholders
vote in favour of the Resolution to approve issuance of the new Shares under the Placement.
You are encouraged to vote whether or not you have participated in the Placement.
Further information regarding the Capital Raising and the Company
Continuous and periodic disclosure of TradeWindow is available at www.nzx.com under the
ticker code 'TWL'.

6

PROCEDURAL NOTES AND OTHER INFORMATION

Persons entitled to vote
The persons who will be entitled to vote at the Special Meeting are those persons (or their
proxies or representatives) registered on the Company's register of shareholders as the holders
of shares as at 5:00 PM (NZ time) on 5 December 2025.
Voting restrictions
Pursuant to Listing Rule 6.3.1, the following shareholders and any Associated Person (as that
term is defined in the Rules) of those shareholders are prohibited from voting in favour of the
Resolution other than where the vote is cast by that shareholder or any of their respective
Associated Persons as a proxy for a person who is entitled to vote, in accordance with
express directions on the Voting/Proxy Form to vote for or against the Resolution. The
shareholders excluded from voting are:
(a) Accident Compensation Corporation;
(b) Quayside Holdings Limited;
(c) JML Capital Limited;
(d) Parmelia Pty Limited;
(e) Dirk Bocques Trust;
(f) Milard Investments Limited;
(g) Duncan Priest;
(h) Donald MacKintosh; and
(i) James and Juliana Sherratt.
The Company will disregard any votes cast on the Resolution by any persons to whom the
foregoing applies.
Casting your vote
Shareholders may cast their vote in one of three ways:
(a) Attending the meeting

Shareholders may attend online but will not be able to attend the Special 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 Special 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 in order to access the meeting.

7

(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 Resolution.
A Proxy Form is enclosed with this Notice of Special Meeting. To appoint a proxy,
shareholders must complete the Proxy Form enclosed and it must be received at
Computershare Investor Services Limited no later than 11:00am (NZ time) on 8 December
2025.
(c) Casting a postal vote
Shareholders who are entitled to attend and vote at the Special 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 Special Meeting. If used to cast a postal vote, it must be received at
Computershare Investor Services, no later than 11:00AM (NZ time) on 8 December 2025.
(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 Resolution
The Resolution is an ordinary resolution. 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
NZ RegCo does not object to this Notice of Special Meeting and does not take any
responsibility for any statement contained within this Notice of Special Meeting.
More information
If you have any questions or require further information, please contact Andrew Balgarnie,
Chief Strategy Officer of TradeWindow at +64 27 559 4133 or andrew@tradewindow.io.

8

---

SPECIAL MEETING
TradeWindow will be conducting its Special 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 the resolution 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 Resolution.
Casting a postal vote
Shareholders who are entitled to attend and vote at the Special Meeting may cast
a postal vote instead of attending in person or appointing a proxy.
Ordinary Resolution
The r
esolution will be passed if approved by ordinary resolution at the Special
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.
Voting Restrictions
Please refer to the Notice of Meeting for a full list of shareholders who are
prohibited from voting in favour of the Resolution.
The Company will disregard any votes cast on the Resolution by any persons to
whom the foregoing applies.
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:
Smartphone?
Scan the QR code to vote now.
For your proxy or vote to be effective it must be received by 11:00am on Monday, 8 December 2025.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
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 Special Meeting of Shareholders of
TradeWindow Holdings Limited on Wednesday, 10 December 2025 at 11:00am and at any adjournment of that meeting.
AgainstFor
Proxy
Discretion
Abstain
Resolution
To consider, and if thought fit, to pass the following ordinary resolution: Resolution
1. Approval of issue of 22,859,091 placement shares - NZX Listing Rule 4.2
That, in accordance with NZX Listing Rule 4.2.1, shareholders approve an issue of 22,859,091 fully paid
ordinary shares of the Company to institutional and other selected investors under the Placement, to be settled
on 15 December 2025.
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.
Proxy contact Details (Phone):
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
Signature of Shareholder(s) This section must be completed.
SIGN
Appointment of Proxy
STEP 2
hereby appoint
I/We being a shareholder/s of
TradeWindow Holdings Limited
of
or failing him/herof
Elect Electronic Communications
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Proxy/Voting Form
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
Voting Instructions/Voting Paper
STEP 1