Amendments to Notice of Annual Shareholders’ Meeting

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Notice of
Annual General Meeting
of Shareholders
2026
Notice is hereby given that the Annual Meeting of
Shareholders of Trade Window Holdings Limited will be
held on Tuesday, 29 September 2026 at 2:00pm (NZT)
Trade Window Holdings Limited will be conducting
its Annual Meeting as a virtual meeting only

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Date of meeting: 29 September 2026
Time: 2:00pm (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
Sunday, 27 September 2026 at 2:00pm (NZT)
Record date for voting entitlements
Friday, 25 September 2026 at the close of trading
Annual meeting
Tuesday, 29 September 2026 at 2:00pm (NZT)
Dear Shareholder
You are invited to join us for the Annual
General Meeting of Shareholders of Trade
Window Holdings Limited NZX/ASX: TWL
(the Company, TradeWindow), to be held
virtually via Computershare’s Meeting
Platform as follows:

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Business
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 is authorised to fix the
remuneration of the Company’s auditor, UHY Haines Norton Sydney, for the ensuing year.
Resolution 2 – Increase in the directors’ fee pool
That, in accordance with NZX Listing Rule 2.11.1, the maximum aggregate annual remuneration payable to
non-executive directors be increased from NZ$500,000 to NZ$700,000, to provide for the appointment of
two additional Australian domiciled independent directors, as set out in Resolutions 3 and 4, and to enable an
increase in the fees payable to the two existing independent directors.
Resolution 3 – Re-election of Susan Beling as independent director
That, in accordance with the Company’s constitution and NZX Listing Rule 2.7.1, Susan Beling, having been
appointed by the Board as a Director on 21 August 2026, be re-elected as a Director of the Company.
Resolution 4 – Re-election of Brodie Collins as independent director
That, in accordance with the Company’s constitution and NZX Listing Rule 2.7.1, Brodie Collins, having been
appointed by the Board as a Director on 21 August 2026, be re-elected as a Director of the Company.
Resolution 5 – Re-election of Andrew Balgarnie as executive director
That, in accordance with the Company’s constitution and NZX Listing Rule 2.7.1, Andrew Balgarnie, having
been appointed by the Board as a Director on 14 September 2026, be re-elected as a Director of the Company.
EOther business

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Resolution 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.
Resolution 2. Increase in the directors’
fee pool
NZX Listing Rule 2.11.1 requires that any increase in
the maximum aggregate annual remuneration payable
to non-executive independent directors be approved by
Shareholders by ordinary resolution. The current fee pool
of NZ$500,000 was approved by Shareholders on 19
November 2021.
The Board is seeking Shareholder approval to increase the
fee pool from NZ$500,000 to NZ$700,000.
The Board has considered director remuneration
at comparable NZX/ASX-listed companies and has
concluded that an increase of NZ$200,000 to the current
fee pool is necessary to attract and retain directors
with the skills and experience required to support
TradeWindow’s growth strategy and proposed transition to
an ASX primary listing and governance obligations.
Explanatory notes
As part of its process to appoint two Australian
domiciled independent directors, TradeWindow engaged
a professional executive search and governance
advisory firm to identify suitable candidates and advise
on appropriate remuneration. That firm advised that
independent non-executive directors of the calibre
required would command base fees of circa A$80,000 per
annum plus appropriate Committee Chair or membership
fees. The Board considers that the fees payable to the
Company’s two existing independent non-executive
directors should be adjusted to a market rate for
comparable companies listed on the ASX.
The increase is sought for two purposes:
1. Appointment of two Australian domiciled independent
non-executive directors. As set out in Resolutions 3
and 4, the Board proposes to appoint Susan Beling and
Brodie Collins as independent non-executive directors.
Both are domiciled in Australia. Their appointment
supports the Company’s intention to migrate its primary
listing from the NZX to the ASX. A primary ASX listing
would provide the Company with access to a wider
range of investors and a deeper pool of capital.
2.Increase in fees payable to the two existing
independent directors. The fees payable to the
Company’s two existing independent non-executive
directors were last increased on 1 July 2025, by 3%. The
Board considers that current fees are below market for
comparable listed companies, and part of the increased
pool will be applied to bring those fees to an appropriate
level.
If Resolution 2 is not passed, the fee pool will remain
at NZ$500,000, and the Board’s ability to proceed with
the appointments set out in Resolutions 3 and 4 and
the proposed transition to an ASX primary listing will be
constrained. The Board recommends that Shareholders
vote in favour of Resolution 2.

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Resolution 3. Re-election of Susan Beling
as independent director
Susan Beling was appointed by the Board as a Director
on 21 August 2026, filling a casual vacancy in accordance
with the Company’s constitution. Under NZX Listing Rule
2.7.1, a Director appointed by the Board must not hold
office past the next annual meeting following the Director’s
appointment unless they stand for re-election.
The Board considers that, if elected, Susan will qualify as
an independent director and her appointment forms part
of the Board’s plan to appoint two Australian domiciled
independent directors, as described in Resolution 2,
supporting the Company’s proposed transition to a
primary listing on the ASX.
A biography of Susan Beling is set out below.
Susan Beling is a senior Australian executive with over
20 years’ experience in logistics, supply chain, and
technology-enabled service delivery. She spent more than
12 years with efm Logistics (part of the FMH Group),
including 11 years as Chief Executive Officer, where
she led the business as a market leader in technology-
enabled logistics and 4PL solutions. Prior to efm, Susan
held a series of senior leadership roles at Adecco over 12
years, including Managing Director and Executive General
Manager, Office and Industrial. She has since co-founded
The Imagination Lab, an advisory practice working with
founders, private equity funds, and boards on strategy
and commercial execution. Susan holds a Bachelor of
Education from the University of Melbourne and has
completed executive studies at IMD Business School.
If Resolution 3 is not passed, Susan Beling will cease to
hold office as a Director of the Company at the conclusion
of the Annual Meeting.
The Board recommends that Shareholders vote in favour
of Resolution 3.
Resolution 4. Re-election of Brodie Collins
as independent director
Brodie Collins was appointed by the Board as a Director
on 21 August 2026, filling a casual vacancy in accordance
with the Company’s constitution. Under NZX Listing Rule
2.7.1, a Director appointed by the Board must not hold
office past the next annual meeting following the Director’s
appointment unless they stand for re-election.
The Board considers that, if elected, Brodie will qualify as
an independent director and her appointment forms part
of the Board’s plan to appoint two Australian domiciled
independent directors, as described in Resolution 2,
supporting the Company’s proposed transition to a primary
listing on the ASX.
A biography of Brodie Collins is set out below.
Brodie Collins is Group Chief Strategy Officer of Mondiale
VGL, Oceania’s leading sea freight forwarder, with
operations across New Zealand, Australia, Asia, Europe,
and the USA. She brings over 26 years’ experience in
the shipping and logistics industry across Australia and
New Zealand, including 10 years managing mergers and
acquisitions, most notably the successful integration
Explanatory Notes - Continued

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of Mondiale Freight Services and Visa Global Logistics
into Mondiale VGL. Brodie joined Mondiale Freight
Services in May 2018 as General Manager, Freight
Forwarding Australia, before being appointed Group Chief
Strategy Officer in May 2023. She has also held senior
management roles with multinational logistics providers
Panalpina and NYK/Yusen Logistics, and is recognised
for her expertise in strategic client solutions, P&L
management, and ocean freight procurement. Brodie’s
deep operational, commercial and strategic experience
across the freight forwarding and supply chain sector
makes her well placed to support TradeWindow’s strategy,
particularly its trade and logistics connectivity platform
across Australia and New Zealand.
If Resolution 4 is not passed, Brodie Collins will cease to
hold office as a Director of the Company at the conclusion
of the Annual Meeting.
The Board recommends that Shareholders vote in favour
of Resolution 4.
Resolution 5. Re-election of
Andrew Balgarnie as executive director
Andrew Balgarnie was appointed by the Board as a
Director on 14 September 2026. Under NZX Listing
Rule 2.7.1, a Director appointed by the Board must not
hold office past the next annual meeting following the
Director’s appointment unless they stand for re-election.
The Board considers that, if elected, Andrew will qualify as
a director under the applicable NZX Listing Rules.
A biography of Andrew Balgarnie is set out below.
Andrew Balgarnie has been part of TradeWindow’s
leadership since November 2019, serving as Chief
Operating Officer, Chief Revenue Officer, and most recently
Chief Strategy Officer and Company Secretary. During
his executive tenure, he led TradeWindow’s compliance
listing on the NZX and its subsequent ASX Foreign Exempt
listing, and directed capital raises across both exchanges.
He helped facilitate the Company’s strategic acquisition
programme and built TradeWindow’s investor relations
function. Before TradeWindow, Andrew held commercial
and strategy roles at NBN Co in Australia, including leading
the commercial workstream for the $2 billion Sky Muster
satellite procurement, and was a partner at boutique
advisory firm Balgarnie & Co, where he led capital raising
for early-stage technology companies. Andrew holds an
MBA from AGSM (UNSW) and a Bachelor of Business
Studies (Accounting) from Massey University and
completed the Institute of Directors’ Company Directors’
Course in 2024. He is a member of the Institute of
Directors New Zealand.
The Board recommends that Shareholders vote in favour
of Resolution 5.
Explanatory Notes - Continued

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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 the close of
business on Friday, 25 September 2026.
Voting restrictions
Resolution 1
There are no voting restrictions applicable to Resolution 1.
Resolution 2
In accordance with NZX Listing Rule 6.3.1, the Company
will disqualify any votes cast by any Director (and their
respective Associated Persons (as defined in the NZX
Listing Rules) in favour of Resolution 2.
Resolution 3
There are no voting restrictions applicable to Resolution 3.
Resolution 4
There are no voting restrictions applicable to Resolution 4.
Resolution 5
There are no voting restrictions applicable to Resolution 5.
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.

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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 Resolutions 1, 3, 4 and 5, but will abstain from
Resolution 2.
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
2:00pm (NZT) on Sunday 27 September 2026.
(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 2:00pm (NZT) on Sunday,
27 September 2026.
(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
The 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 Company Secretary, Kerry Friend, at kerry@
tradewindow.io.
Procedural notes and other information - Continued

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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 Resolutions 1, 3, 4 and 5,
but will abstain from Resolution 2. Shareholders that have appointed a proxy may
still attend the meeting in person or online but will not be able to vote as a proxy
has been appointed.
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
Th
e 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 1
There are no voting restrictions applicable to Resolution 1.
Resolution 2
In accordance with NZX Listing Rule 6.3.1, the Company will disqualify any votes
c
ast by any Director (and their respective Associated Persons (as defined in the NZX
Listing Rules) in favour of Resolution 2.
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.
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 2:00 pm on Sunday, 27 September 2026.
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
Resolution 3
There are no voting restrictions applicable to Resolution 3.
Resolution 4
There are no voting restrictions applicable to Resolution 4.
Resolution 5
There are no voting restrictions applicable to Resolution 5.

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
Trade Window Holdings Limited on Tuesday, 29 September 2026 at 2:00 pm 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
Resolution 2.
Resolution 3.
Resolution 4.
Resolution 5.
That, in accordance with section 207S of the Companies Act 1993, the Board is authorised to fix the remuneration of
the Company’s auditor, UHY Haines Norton Sydney, for the ensuing year.
Increase in the directors’ fee pool
That, in accordance with NZX Listing Rule 2.11.1, the maximum aggregate annual remuneration payable to
non-executive directors be increased from NZ$500,000 to NZ$700,000, to provide for the appointment of
two additional Australian domiciled independent directors, as set out in Resolutions 3 and 4, and to enable an
increase in the fees payable to the two existing independent directors.
Re-election of Susan Beling as independent director
That, in accordance with the Company’s constitution and NZX Listing Rule 2.7.1, Susan Beling, having been appointed
by the Board as a Director on 21 August 2026, be re-elected as a Director of the Company.
Re-election of Brodie Collins as independent director
That, in accordance with the Company’s constitution and NZX Listing Rule 2.7.1, Brodie Collins, having been appointed
by the Board as a Director on 21 August 2026, be re-elected as a Director of the Company.
Re-election of Andrew Balgarnie as executive director
That, in accordance with the Company’s constitution and NZX Listing Rule 2.7.1, Andrew Balgarnie, having been
appointed by the Board as a Director on 14 September 2026, be re-elected as a Director of the Company.
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
Trade Window 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