TradeWindow - ASX Appendix 3B Proposed Issue of Securities

Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
TRADE WINDOW HOLDINGS LIMITED
Announcement Type
New announcement
Date of this announcement
2/2/2026
The Proposed issue is:
Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan
ASX +security code+Security description
Maximum Number of
+securities to be issued
TWLORDINARY FULLY PAID FOREIGN EXEMPT NZX4,000,000
+Record date
30/1/2026
Offer closing date
13/2/2026
+Issue date
19/2/2026
Refer to next page for full details of the announcement
An offer of securities under a securities purchase plan

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Part 1 - Entity and announcement details
1.1 Name of +Entity
TRADE WINDOW HOLDINGS LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ARBN
Registration Number
691932546
1.3 ASX issuer code
TWL
1.4 The announcement is
1.5 Date of this announcement
2/2/2026
1.6 The Proposed issue is:
An offer of +securities under a +securities purchase plan
New announcement

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Part 4 - Details of proposed offer under securities purchase plan
Part 4A - Conditions
4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities
under the +securities purchase plan issue can proceed on an unconditional basis?
No

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Part 4B - Offer details
+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities
proposed to be issued
ASX +security code and description
TWL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
TWL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Maximum total number of those +securities that could be issued
if all offers under the +securities purchase plan are accepted
4,000,000
Will the offer be conditional on applications for a minimum
number of +securities being received or a minimum amount
being raised (i.e. a minimum subscription condition)?
Will the offer be conditional on applications for a maximum
number of +securities being received or a maximum amount
being raised (i.e. a maximum subscription condition)?
Describe the maximum subscription condition
Eligible Shareholders may elect to apply for a dollar amount of Shares of up to a maximum amount of
NZ$50,000, subject to scaling.
Will individual security holders be required to accept the offer for
a minimum number or value of +securities (i.e. a minimum
acceptance condition)?
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Is the maximum acceptance unit based or dollar based?
Please enter the maximum acceptance value
$ 50,000
Describe all the applicable parcels available for this offer in number of securities or dollar value
N/A
Offer price details
Dollar based ($)
Yes
No
Yes
No
No
Dollar based ($)
Yes
No
Yes
No
No
Dollar based ($)
Yes
No
Yes
No
No

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Has the offer price been determined?
In what currency will the offer
be made?
NZD - New Zealand Dollar
What is the offer price per
+security?
NZD 0.25000
AUD equivalent to Offer Price
amount per +security

Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Describe the scale back arrangements
If TradeWindow receives applications in excess of NZ$1,000,000 (plus the total amount of
oversubscriptions accepted by TradeWindow, if any) in aggregate, TradeWindow will scale back all
applications on a proportionate basis in accordance with the number of TradeWindow Shares held by
the Applicant (or, in the case of an application made by a Custodian, the relevant beneficial owner(s)
named in the Custodian Schedule submitted with the application ) on the Record Date.
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Part 4C - Timetable
4C.1 Date of announcement of +security purchase plan
2/2/2026
4C.2 +Record date
30/1/2026
4C.3 Date on which offer documents will be made available to investors
2/2/2026
4C.4 Offer open date
2/2/2026
4C.5 Offer closing date
13/2/2026
4C.7 +Issue date and last day for entity to announce results of +security
purchase plan offer
19/2/2026
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes

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Part 4E - Fees and expenses
4E.1 Will there be a lead manager or broker to the proposed offer?
4E.2 Is the proposed offer to be underwritten?
4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
handling fee or commission?
4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
N/A
Part 4F - Further Information
4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Accelerating development of Freight AI, strengthening the balance sheet, supporting growth in NZ, Australia and other
markets, and facilitating TradeWindow¿s Foreign Exempt Listing on the ASX.
4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful?
4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer
All jurisdictions except New Zealand and Australia, including (but not limited to) the United States.
4F.3 URL on the entity's website where investors can download information about the proposed offer
https://tradewindow.io/investor-centre
4F.4 Any other information the entity wishes to provide about the proposed offer
If TradeWindow elects to accept oversubscriptions, the total number of securities issued under the securities purchase
plan may exceed 4,000,000 shares.
No
No
No
No
No
No
No