Share Purchase Plan Announcement

MARKET RELEASE
2 February 2026
Share purchase plan announcement
TradeWindow (NZX/ASX: TWL), a global trade software company, announces the launch of a
NZ$1 million Share Purchase Plan (SPP) offer open to eligible investors in New Zealand and
Australia.
The SPP forms part of the equity raising initiative announced on 21 November 2025, under
which TradeWindow completed a placement of shares to institutional and select investors at
NZ$0.25 per share, securing NZ$5.7 million with shares allotted on 19 December 2025.
The new capital raised from the placement and the SPP will be used to accelerate the
development of TradeWindow’s Freight AI operating system, its next generation freight
forwarding solution. It will also be used to strengthen the company’s balance sheet and
support the growth of the company in Australia and New Zealand and further afield.
The SPP issue price of NZ$0.25 per share represents a 7% discount to the volume‑weighted
average price (VWAP) of TradeWindow shares over the 10 trading days prior to 27 January
2026. The SPP enables eligible shareholders to acquire additional TradeWindow shares
without incurring brokerage or other transaction costs. Each eligible shareholder may apply
for up to NZ$50,000 of new shares, subject to scaling. TradeWindow has obtained specific
ASIC relief to allow Australian eligible shareholders to participate.
Full offer details are available at: www.shareoffer.co.nz/tradewindow
Released for and on behalf of TradeWindow by:

AJ Smith
Executive Director and Chief Executive Officer

ENDS

About TradeWindow:
Founded in December 2018, TradeWindow is an NZX-listed software company that provides digital solutions for exporters, importers,
freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility. TradeWindow’s software
solutions integrate to form a cohesive digital trade platform that enables customers to more efficiently run their back-end operations,
share information and securely collaborate with a global supply chain made up of customers, ports, terminals, shipping lines, banks,
insurance companies, and government authorities.
www.tradewindow.io
Further information:
Investors
Andrew Balgarnie
TradeWindow
+64 27 559 4133
andrew@tradewindow.io

Simon Hinsley
NWR Communications
+61 401 809 653
simon@nwrcommunications.com.au
NZ Media
Richard Inder
The Project
+64 21 645 643
richard@theproject.co.nz

---

1
TradeWindow
Share Purchase
Plan (SPP)
Offer Booklet
2 February 2026
This is an important document. You should read the whole
document before deciding whether to subscribe for shares. If you
have any doubts as to what you should do, please consult your
broker, financial, investment or other professional adviser.

23
KEY INFORMATION
Eligibility
You may participate in this share purchase plan (SPP) if you were a shareholder of Trade Window
Holdings Limited (TradeWindow) at 7:00pm New Zealand time / 5:00pm Sydney time on the Record
Date of 30 January 2026, with a registered address in New Zealand or Australia. You may not
participate if you hold the Shares on behalf of another person who resides outside New Zealand or
Australia. In particular, you are not eligible to participate in the SPP if you are in the United States
or are acting for the account or benefit of a person in the United States. If you are acting for the
account or benefit of a person in the United States, you are not permitted to apply for or acquire
Shares for, or for the account or benefit of, that person.
Transferability
The Offer made under this SPP is personal to you. It cannot be transferred to another person.
Equal participation
Each Eligible Shareholder has the right to apply for the same maximum value of Shares applicable
in the jurisdiction in which that Eligible Shareholder resides on the same terms and conditions as
each other Eligible Shareholder in that jurisdiction (but see below “Scaling” for TradeWindow’s right
to scale back applications).
Application amount
If you wish to participate in this SPP, you will apply for a dollar amount of Shares, not for a certain
number of Shares. Eligible Shareholders can apply for up to a maximum of NZ$50,000 of Shares
(approximately A$43,000).
Issue Price of Shares
The Shares will be issued at the price paid by investors in TradeWindow’s recent Placement,
being NZ$0.25 per Share (representing a discount of 7% discount to the VWAP of TradeWindow
Shares during the last 10 trading days prior to 27 January 2026). If you are an Australian Eligible
Shareholder and apply for an Australian dollar amount of Shares, TradeWindow will convert the
New Zealand dollar issue price to Australian dollars at the NZ$:A$ exchange rate published by the
Reserve Bank of New Zealand on its website at 7:00pm New Zealand time on the Closing Date.
How to apply
If you wish to apply, please make your application online at www.shareoffer.co.nz/tradewindow. If
you are a Custodian, you also need to complete and return a Custodian Schedule, and the registrar
will contact you directly with instructions. You need to return your completed Custodian Schedule
together with your completed application and make payment by the application deadline.
To determine whether you are a Custodian, refer to clause 4 of the Terms and Conditions.
Online applications MUST be received by the Share Registrar by 5:00pm New Zealand time /
3:00pm Sydney time on 13 February 2026 to be accepted.
Receiving your Shares
You will receive your Shares on or about 19 February 2026, unless the Closing Date is extended.
Scaling
TradeWindow may accept applications for up to NZ$1,000,000 of Shares in aggregate under
this SPP, with the ability for TradeWindow to accept oversubscriptions at its absolute discretion
to ensure it has sufficient flexibility to cater for demand from its retail shareholder base. If
TradeWindow receives applications for Shares in excess of NZ$1,000,000 (plus the total amount
of oversubscriptions accepted by TradeWindow, if any), TradeWindow will scale back the number
of Shares to be allotted under this SPP to each Applicant by reference to the shareholders’ holding
of Shares at 7:00pm New Zealand time / 5:00pm Sydney time on the Record Date of the SPP (see
clause 3 of the Terms and Conditions for more information about scaling).
CONTENTS
Defined words and expressions used in this document are capitalised – see Glossary for their definition.
01IMPORTANT INFORMATION
Page 5
02CHAIR'S LETTER
Page 7
03QUESTIONS AND ANSWERS
Page 9
04TERMS AND CONDITIONS
Page 12
05GLOSSARY
Page 20
06DIRECTORY
Page 22

45
GENERAL INFORMATION
This document has been prepared by TradeWindow in
connection with an offer of new ordinary Shares.
In New Zealand, the SPP is made to New Zealand
Eligible Shareholders under the exclusion in Clause 19 of
Schedule 1 of the Financial Markets Conduct Act 2013
(“FMCA”). In Australia, the SPP is made to Australian
Eligible Shareholders in accordance with the relief granted
in the ASIC Instrument and ASIC Corporations (Share
and Interest Purchase Plans) Instrument 2019/547 as
amended by the ASIC Instrument.
This document is not a product disclosure statement or
prospectus or other disclosure document for the purposes
of the FMCA or any other law, and does not contain all of
the information which may be required in order to make an
informed investment decision about the Shares, the SPP or
TradeWindow.
FURTHER IMPORTANT INFORMATION
Details of the SPP, including terms and conditions of the
SPP and an explanation of how you can participate, are
contained in this document and the Online Application
Form. All documents relating to the SPP as well as other
important information are available online at
www.shareoffer.co.nz/tradewindow.
ADDITIONAL INFORMATION
TradeWindow is subject to continuous disclosure
obligations under the NZX Listing Rules. Market releases
by TradeWindow are available at www.nzx.com and
www.asx.com.au under ticker code TWL. We encourage
you to read these releases before you participate. You
are strongly cautioned not to place undue reliance on
any forward looking statements such as indications
of, and guidance on, future earnings and financial
position and performance in any market releases made
by TradeWindow. This is particularly the case given
that there is an increased risk of wide fluctuations and
DATEEVENTSUMMARY
30 January 2026Record DateThe date on which Eligible Shareholders are
determined (at 7:00pm New Zealand time / 5:00pm
Sydney time).
2 February 2026Opening DateSPP opens.
13 February 2026Closing DateThe SPP closes at 5:00pm New Zealand time /
3:00pm Sydney time, unless extended.
Online applications must be received by the Share
Registrar by this time.
18 February 2026Announce results of SPPSPP result announced on the NZX and ASX.
19 February 2026Settlement DateSettlement on the NZX and ASX.
19 February 2026Allotment DateShares allotted on the NZX and ASX.
19 February 2026Commencement of
trading on NZX
Trading of Shares allotted under the SPP are
expected to commence on the NZX and ASX.
23 February 2026Despatch DateTransaction confirmation despatched to
participating shareholders.
KEY DATES
*
IMPORTANT
INFORMATION
01
* TradeWindow reserves the right to alter any dates for the SPP (subject to the NZX Listing Rules, ASX Listing Rules and applicable laws).
volatility in the share prices for many listed companies,
as a result of the ongoing impacts of recent world events
on the share market.
TradeWindow may, during the SPP, make additional
releases to NZX and ASX. Shareholders should monitor
TradeWindow’s market announcements during the
period of the SPP. To the maximum extent permitted by
applicable law, no release by TradeWindow to NZX or
ASX will permit an applicant to withdraw any previously
submitted application without TradeWindow’s consent.
The market price for the Shares may change between the
date this SPP opens, the date you apply for Shares under
the SPP, and the date on which the Shares are allotted to
you. Accordingly:
• the price paid for Shares under the SPP may be higher
or lower than the price at which Shares are trading on
NZX or ASX at the time shares are issued under the SPP;
• the market price of new Shares following allotment may
be higher or lower than the Issue Price; and
• it is possible that up to or after the allotment of the new
Shares, you may be able to buy Shares at a lower price
than the Issue Price.
OFFERING RESTRICTIONS
This document is intended for use only in connection
with the SPP to Eligible Shareholders. This document
does not constitute an offer or invitation in any place in
which, or to any person to whom, it would not be lawful to
make such offer or invitation. No action has been taken
to permit a public offering of the Shares in any jurisdiction
outside New Zealand or Australia. The distribution of this
document (including an electronic version) in a jurisdiction
outside New Zealand or Australia may be restricted by law
and persons who come into possession of it (including
nominees, trustees or Custodians) should seek advice
on and observe any such restrictions. Any failure to
comply with such restrictions may contravene applicable

67
securities law. TradeWindow disclaims all liability in
respect of any such contravention by any other person.
In particular, this document does not constitute an offer to
sell, or a solicitation of an offer to buy, any Shares in the
United States. The offer and sale of the Shares have not
been, and will not be, registered under the U.S. Securities
Act of 1933 (“U.S. Securities Act”) or the securities laws
of any state or other jurisdiction of the United States
and accordingly, the Shares may not be offered, sold or
otherwise transferred, directly or indirectly, in the United
States, or to any person acting for the account or benefit of
a person in the United States (to the extent such person is
acting for the account or benefit of a person in the United
States).
No person may subscribe for, purchase, offer, sell,
distribute or deliver the Shares, or be in possession of,
or distribute to any other person, any offering material
or any documents in connection with the Shares, in any
jurisdiction other than in compliance with all applicable
laws and regulations. Without limiting the foregoing, this
document may not be sent to or distributed in the United
States.
TradeWindow may refuse any Online Application Form
received from a person TradeWindow does not consider
may participate in the SPP.
CHANGES TO THE OFFER
Subject to the NZX Listing Rules and applicable laws,
TradeWindow reserves the right to alter the dates set
out in this document. TradeWindow reserves the right to
withdraw the SPP and the issue of new Shares at any time
before the Allotment Date at its absolute discretion.
NO GUARANTEE
No person named in this document (nor any other person)
guarantees the Shares to be issued pursuant to the SPP or
warrants the future performance of TradeWindow or any
return on any investment made pursuant to this document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this document does not constitute a
recommendation to acquire Shares or financial product
advice to you or any other person. This document has
been prepared without taking into account the investment
objectives, financial, or taxation situation or particular
needs of any Applicant or investor.
Before deciding whether to invest in Shares, you must
make your own assessment of the risks associated with
an investment in TradeWindow (including the inherent
uncertainties as to the impact of recent world events,
and consider whether such an investment is suitable for
you having regard to publicly available information, your
personal circumstances and following consultation with
a financial or other professional adviser. Please read this
document carefully and in full before making that decision.
ELIGIBILITY
Determination of eligibility of investors for the purposes
of the SPP is determined by reference to a number of
matters, including legal and regulatory requirements,
logistical and registry constraints and the discretion
of TradeWindow. TradeWindow and its related bodies
corporate and affiliates, and each of their respective
directors, officers, partners, employees, representatives
and agents, disclaim any duty or liability in respect of
that determination and the exercise or otherwise of that
discretion, to the maximum extent permitted by law..
PRIVACY
Any personal information you provide online will be
held by TradeWindow and/or the Share Registrar at the
address set out in the Directory. This information will be
used for the purposes of administering your investment
in TradeWindow. This information will only be disclosed
to third parties with your consent or if otherwise required
by law. Under the Privacy Act 2020 (NZ) or the Privacy Act
1988 (Aus) (as applicable), you have the right to access
and correct any personal information held about you.
ENQUIRIES
Enquiries about the SPP can be directed to an NZX
Primary Market Participant or ASX Trading Participant, or
your solicitor, accountant or other professional adviser. If
you have any questions about how to apply online, please
contact TradeWindow’s Share Registrar (refer to page 22
for contact details).
DEFINED TERMS
Capitalised terms used in this document have the specific
meaning given to them in the Glossary at the back of this
document.
CHAIR’S
LETTER
02
Dear TradeWindow Shareholder
TRADE WINDOW HOLDINGS LIMITED – SHARE
PURCHASE PLAN
On behalf of the board of directors of TradeWindow, I am
pleased to provide Eligible Shareholders the opportunity
to subscribe for new ordinary shares (“Shares”) in
TradeWindow through this SPP. Eligible Shareholders
are all persons who were recorded in TradeWindow’s
share register at 7:00pm New Zealand time / 5:00pm
Sydney time on 30 January 2026 as being a holder of
TradeWindow Shares and having an address in New
Zealand or Australia.
The SPP is part of TradeWindow’s equity raising
initiative announced on 21 November 2025, whereby
TradeWindow undertook a private placement of Shares
to institutional and other select investors at the price
of NZ$0.25 per Share, and for which it received NZ$5.7
million of irrevocable subscriptions (the “Placement”).
Settlement of the Placement occurred on 15 December
2025 and shares were allotted on 19 December 2025.
TradeWindow is seeking to raise up to NZ$1,000,000
under the SPP, however, TradeWindow can elect to accept
oversubscriptions at its absolute discretion to ensure that
it has sufficient flexibility to cater for demand from its retail
shareholder base.
The proceeds from the equity raise will be used as follows:
Accelerating development of Freight AI, TradeWindow’s
next-generation freight forwarding operating system.
Strengthening the Company’s balance sheet including
repayment of debt.
Supporting growth in Australia, New Zealand and other
markets.
Facilitating TradeWindow’s Foreign Exempt Listing on the
ASX.
The board considers that it is important to offer a SPP to
all eligible New Zealand and Australian shareholders of
TradeWindow to enable them to participate in the capital
raising and acquire new TradeWindow Shares at the same
price as the Placement. Each Eligible Shareholder may
elect to subscribe for up to NZ$50,000 of TradeWindow
Shares, subject to scaling. The price per Share under the
SPP will be NZ$0.25, being the price paid by investors in
TradeWindow’s recent Placement. This price represents
a 7% discount to the VWAP of TradeWindow Shares
during the last 10 trading days prior to 27 January 2026.
Furthermore, the SPP provides Eligible Shareholders the
opportunity to purchase additional Shares in TradeWindow
without incurring brokerage or other transaction costs.
Each Eligible Shareholder can apply for new TradeWindow
Shares up to a maximum value of NZ$50,000, subject to
scaling. TradeWindow has obtained specific ASIC relief to
allow Australian Eligible Shareholders to participate.
Details of the SPP, including terms and conditions of the
SPP and an explanation of how you can participate, are
contained in this document and the Online Application
Form. All documents relating to the SPP as well as other
important information are available online at
www.shareoffer.co.nz/tradewindow. We encourage you to
read these documents carefully before you decide whether
to participate. Please note that if TradeWindow receives
applications in excess of NZ$1,000,000 (plus the total
amount of over subscriptions accepted by TradeWindow,
if any), applications will be scaled back on a proportionate
basis in accordance with the number of TradeWindow
Shares held by the Applicant on the Record Date (being
7:00pm New Zealand time / 5:00pm Sydney time on 30
January 2026).
IMPORTANT INFORMATION

89
We also suggest that you seek financial, investment or
other professional advice before making an investment
decision.
If you wish to participate in the SPP, you must ensure
that you submit an online application and make payment
so that it is received no later than 5:00pm New Zealand
time / 3:00pm Sydney time on 13 February 2026. Shares
under the SPP are expected to be allotted on or around
19 February 2026, unless the Closing Date is extended.
If you are a Custodian, you need to complete and return
your Custodian Schedule and make payment no later than
5:00pm New Zealand time / 3:00pm Sydney time on 13
February 2026.
On behalf of the board, please consider this opportunity.
We thank you for your ongoing support of TradeWindow.
Yours sincerely
Alasdair MacLeod
Chair
Trade Window Holdings Limited
QUESTIONS AND
ANSWERS
03
DEFINED WORDS AND EXPRESSIONS USED IN
THIS SPP ARE CAPITALISED - SEE THE GLOSSARY
FOR THEIR DEFINITION. THESE QUESTIONS AND
ANSWERS ARE A SUMMARY ONLY AND YOU
SHOULD REFER TO THE TERMS AND CONDITIONS
FOR FURTHER INFORMATION.
1. WHAT IS THE SHARE PURCHASE PLAN?
The SPP allows Eligible Shareholders to purchase Shares
in TradeWindow without incurring brokerage or other
transaction costs. You are eligible to participate in the SPP
if you are a shareholder of TradeWindow and:
a) you were registered as a holder of fully paid Shares at
7:00pm New Zealand time / 5:00pm Sydney time on the
Record Date, which is 30 January 2026;
b) your registered address is in New Zealand or Australia;
c) you are not in the United States and you are not acting
for the account or benefit of a person in the United
States (or in the event that you are acting for the
account or benefit of a person in the United States, you
are not applying for, or acquiring, any Shares for the
account or benefit of that person); and
d) you do not hold the Shares on behalf of another person
who resides outside of New Zealand or Australia.
2. WHAT IS THE PRICE OF THE SHARES AND HOW
MANY CAN I PURCHASE?
The Issue Price will be NZ$0.25, being the price paid
by investors in TradeWindow’s recent Placement
(representing an approximately 7% discount to the VWAP
of TradeWindow Shares trading on the NZX during the 10
trading days prior to 27 January 2026.
The Issue Price determined above is a New Zealand dollar
amount. If you are an Australian Eligible Shareholder
and apply for an Australian dollar amount of Shares,
TradeWindow will convert the New Zealand dollar Issue
Price to Australian dollars at the NZ$:A$ exchange rate
published by the Reserve Bank of New Zealand on its
website at 7:00pm New Zealand time on the Closing Date.
The market price of the Shares may change between the
Opening Date, the date you apply for Shares under the
SPP, and the Allotment Date. The risks associated with this
potential market fluctuation are described in question 6
below.
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.
If you wish to participate in the SPP, you should complete
an Online Application Form in accordance with the
instructions set out in question 7 below and make
payment for the value of the amount applied for on the
Online Application Form. If you are a Custodian, you will
also need to complete and provide a Custodian Schedule.
To determine whether you are a Custodian, and how to
obtain a Custodian Schedule, refer to clause 4 of the
Terms and Conditions.
TradeWindow is inviting applications for up to
NZ$1,000,000 in aggregate under the SPP.
TradeWindow reserves the right to, at its absolute
discretion, scale back any application for Shares under the
SPP. If TradeWindow receives applications in excess of
NZ$1,000,000 (plus the total amount of oversubscriptions
accepted by TradeWindow, if any), 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) on the Record Date.
If your application is scaled back by TradeWindow, your
application monies will be greater than the value of the
new Shares you will be allotted at the Issue Price and
a refund will be issued in accordance with clause 6 of
the Terms and Conditions. The board of TradeWindow
believes this is the most equitable manner in which to deal
with applications in excess of the funds required under the
SPP.
CHAIR’S LETTER

1011
Any fractional Shares allocated under the SPP will
be rounded down to the nearest whole Share and
TradeWindow will retain any difference due to rounding.
3. WHAT RIGHTS WILL THE SHARES HAVE?
All Shares issued under the SPP will be ordinary Shares of
TradeWindow, ranking equally with existing Shares quoted
on the NZX and ASX with the same voting rights and
other entitlements. Specifically, Eligible Shareholders who
subscribe under the SPP will be eligible to participate in
any future dividends to be declared by TradeWindow.
4. WHAT IF I OWN SHARES THROUGH A TRUSTEE
OR CUSTODIAN OR OWN SHARES IN MORE THAN
ONE CAPACITY?
If you own Shares through a trustee or Custodian, then
subject to certain certification requirements and other
conditions, you may instruct the trustee or Custodian to
purchase Shares on your behalf, up to the NZ$50,000
limit. If you own Shares through a trustee or Custodian
and also own Shares in your own name, then you may
either purchase Shares yourself or instruct your trustee or
Custodian to purchase Shares on your behalf. You may not
do both.
If you receive more than one copy of this document, or if
you hold Shares in more than one capacity (e.g. because
you are both a sole and joint holder of Shares), the
maximum amount you may apply to invest under the SPP
in all capacities, and in aggregate, is NZ$50,000 per each
Eligible Shareholder. You may not purchase some Shares
on your own behalf and some Shares as a joint holder. By
applying to purchase Shares under the SPP, you represent
that you have not exceeded this NZ$50,000 limit per each
Eligible Shareholder.
If you are an Eligible Shareholder and hold Shares as
Custodian, you may apply for up the maximum value
of new Shares (being NZ$50,000 per each Eligible
Shareholder for each beneficiary for whom you, directly or
indirectly, act as Custodian provided that you complete,
and submit a Schedule (Custodian Schedule) certifying
each of the matters set out in clause 4.4 of the Terms and
Conditions of this SPP.
5. IS THIS OFFER TRANSFERABLE TO ANOTHER
PERSON?
No. This Offer is personal to you and non-renounceable, so
if you elect not to purchase any Shares under the SPP you
may not transfer your right to purchase Shares under the
SPP to anyone else.
6. WHAT ARE THE RISKS OF INVESTING IN THE
SPP AND WHAT IF I CHOOSE NOT TO PARTICIPATE
IN THE SPP?
The market price for the Shares may change between the
date this Offer opens, the date you apply for Shares under
the SPP, and the date on which the Shares are allotted
to you. This is particularly the case given that there is an
increased risk of the wide fluctuations and volatility in
the share prices for many listed companies as a result of
the ongoing impacts of recent world events on the share
market. Accordingly:
• the price paid for Shares under the SPP may be higher
or lower than the price at which Shares are trading on
the NZX at the time shares are issued under the SPP;
• the market price of new Shares following allotment may
be higher or lower than the Issue Price; and
• it is possible that up to or after the allotment of the new
Shares, you may be able to buy Shares at a lower price
than the Issue Price.
The Share price is quoted on the NZX website:
www.nzx.com and the ASX website: asx.com.au under the
ticker code ‘TWL’.
Each Eligible Shareholder may choose to subscribe for
up to NZ$50,000 of Shares, subject to any scaling. While
TradeWindow has attempted to make the SPP as fair as
possible for Eligible Shareholders, including by providing
for the individual application cap to be NZ$50,000 of
Shares, increasing the individual application cap for
Australian Eligible Shareholders from the typical A$30,000
to NZ$50,000 (in accordance with the ASIC Instrument),
and by providing that any scaling will be in reference to
individual shareholdings at 7:00pm New Zealand time
/ 5:00pm Sydney time on the Record Date, the SPP is
not in accordance with your proportionate shareholding.
Even if you participate in the SPP, your shareholding in
TradeWindow may change. Large shareholders may
not be able to obtain sufficient Shares to maintain their
percentage shareholding, while smaller shareholders
may be able to increase their percentage shareholding. If
you do not subscribe for any Shares under the SPP, and
other shareholders do subscribe for Shares, then your
percentage shareholding in TradeWindow will be reduced.
You should seek your own financial advice in relation to
this Offer and your participation under the SPP.
7. HOW DO I APPLY FOR SHARES UNDER THE
SPP?
If you wish to participate in the SPP, you can do so online
at www.shareoffer.co.nz/tradwindow.
By applying to purchase Shares under the SPP, you
represent that you have not exceeded the applicable
maximum value (being NZ$50,000 per Eligible
Shareholder).
If an Online Application Form is rejected, all of the
amounts paid will be refunded to the relevant Applicant.
If applications are scaled back, the Applicant will receive
the number of Shares at the Issue Price accepted by
TradeWindow following scaling and a refund of the
balance of the relevant payment amount. All refunds will
be made without interest. Any amount less than NZ$5 due
to scaling or rounding will be retained by TradeWindow.
Refunds will be issued within five business days following
the Allotment Date (see clause 6 of the Terms and
Conditions for more information).
You will not be able to withdraw or revoke your Online
Application Form once you have submitted it.
8. HOW LONG IS THE SPP OPEN AND WHEN WILL I
RECEIVE MY SHARES?
The SPP opens on 2 February 2026 and is expected to
close at 5:00pm New Zealand time / 3:00pm Sydney
time on 13 February 2026, unless extended. If you want
to participate you should ensure your application and
payment is received by 5:00pm New Zealand time /
3:00pm Sydney time on the Closing Date (13 February
2026).
You will receive Shares issued to you under the SPP on
the Allotment Date, which is currently expected to be on
or around 19 February 2026. Confirmation of the number
of Shares issued to you under the SPP will be sent on the
Despatch Date, currently expected to be on or around 23
February 2026.
QUESTIONS AND ANSWERSQUESTIONS AND ANSWERS

1213
TERMS AND
CONDITIONS
04
IF YOU APPLY TO PARTICIPATE IN THE SPP BY
COMPLETING THE ONLINE APPLICATION FORM
(OR, IF APPLICABLE, APPLY AS A CUSTODIAN),
YOU ARE ACCEPTING THE RISK THAT THE
MARKET PRICE OF SHARES MAY CHANGE
BETWEEN THE OPENING DATE, THE DATE YOU
APPLY FOR SHARES UNDER THE SPP, AND
THE ALLOTMENT DATE. THIS MEANS THAT
IT IS POSSIBLE THAT UP TO OR AFTER THE
ALLOTMENT DATE, YOU MAY BE ABLE TO BUY
SHARES ON THE NZX AT A LOWER PRICE THAN
THE ISSUE PRICE.
WE ENCOURAGE YOU TO SEEK YOUR OWN
FINANCIAL OR INVESTMENT ADVICE REGARDING
YOUR PARTICIPATION IN THE SPP.
1. OFFER TIMETABLE
Record Date:Eligible Shareholders registered at 7:00pm New Zealand time / 5:00pm Sydney time on
30 January 2026 may participate in the SPP.
Opening Date:The Offer opens on 2 February 2026. This document will be available to view on the
NZX and Offer Website on 2 February 2026.
Closing Date:The Offer closes at 5:00pm New Zealand time / 3:00pm Sydney time on
13 February 2026, unless extended. Online applications and payment in accordance
with the instructions provided must be received by the Share Registrar by this time.
Announcement of
SPP Results Date:
The completion, and results of the SPP will be announced on the NZX and ASX on 18
February 2026.
Settlement Date:19 February 2026
Allotment Date:The Shares are proposed to be allotted on or around 19 February 2026, unless the
Closing Date is extended.
Commencement
of trading:
TradeWindow expects the Shares allotted under the SPP will commence trading on the
NZX and ASX on the Allotment Date.
Despatch Date:TradeWindow expects that a transaction confirmation will be despatched to you on or
around 23 February 2026.
TERMS AND CONDITIONS

1415

2. ELIGIBLE SHAREHOLDERS
2.1 You may participate in the SPP if you are an Eligible
Shareholder. You are not eligible to participate in
the SPP if you are in the United States or are acting
for the account or benefit of a person in the United
States. If you are acting for the account or benefit of
a person in the United States, you are not permitted
to apply for or acquire Shares for, or for the account
or benefit of, that person. Joint holders of Shares
are taken to be a single registered holder of Shares
for the purposes of determining whether they are
an Eligible Shareholder and the certification on the
Online Application Form is taken to have been given
by all of them.
2.2 If you are an Eligible Shareholder, your rights under
this Offer are personal to you and non-renounceable,
so you may not transfer them.
2.3 TradeWindow accepts no liability where an Eligible
Shareholder does not receive any document relating
to the SPP in time.
3. ISSUE PRICE AND NUMBER OF SHARES
3.1 The Issue Price for Shares under the SPP is NZ$0.25,
being the price payable by investors in TradeWindow’s
recent Placement (representing an approximate
7% discount to the VWAP of TradeWindow Shares
trading on the NZX during the 10 trading days prior to
27 January 2026)
3.2 Eligible Shareholders may elect to purchase Shares
up to a maximum amount of NZ$50,000, subject
to scaling, on the Online Application Form. Any
fractional Shares allocated under the SPP will be
rounded down to the nearest whole number of
Shares.
3.3 The Issue Price is a New Zealand dollar amount.
If you are an Australian Eligible Shareholder and
apply for an Australian dollar amount of Shares,
TradeWindow will convert the New Zealand dollar
Issue Price to Australian dollars at the NZ$:A$
exchange rate published by the Reserve Bank of New
Zealand on its website at 7:00pm New Zealand time
on the Closing Date. The market price of the Shares
may change between the Opening Date, the date you
apply for Shares under the SPP, and the Allotment
Date meaning that the Issue Price paid for the shares
may be below or above the market price when the
Shares are issued, allotted or when they commence
trading.
3.4 Eligible Shareholders may only make a single
application for Shares under the SPP. This applies to
all Eligible Shareholders, including those who receive
more than one offer under the SPP (for example,
because they hold Shares in more than one capacity)
and including whether the Eligible Shareholder is
applying through a Custodian or on his or her own
behalf. Accordingly, if you own Shares through a
trustee or Custodian and also own Shares in your
own name, then you may either purchase Shares
yourself or instruct your trustee or Custodian to
purchase Shares on your behalf. You may not do
both.
3.5 Eligible Shareholder’s aggregate application value
across all applications must not exceed NZ$50,000.
3.6 If you are an Australian Eligible Shareholder and
apply for an Australian dollar amount of Shares and
the exchange rate set by reference to the NZ$:A$
exchange rate published by the New Zealand Reserve
Bank on its website at 7:00pm New Zealand time on
the Closing Date varies such that the dollar amount
you applied for exceeds the NZ$50,000 regulatory
limit permitted under the ASIC Instrument, Shares
having a total issue price equal to NZ$50,000
(rounded down to the nearest whole share) will be
issued to you and you will be refunded the excess
cash amount (unless that excess cash amount is
less than NZ$5, in which case it will be retained by
TradeWindow and not refunded).
3.7 TradeWindow is inviting applications for up
to NZ$1,000,000 in aggregate under the SPP,
with discretion for TradeWindow to accept
oversubscriptions at its absolute discretion to ensure
that it has sufficient flexibility to cater for demand
from its retail shareholder base. 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. The board of
TradeWindow believes this is the most equitable
manner in which to deal with applications in excess of
the funds required under the SPP.
3.8 To the maximum extent permitted by law,
TradeWindow and each of their respective related
bodies corporate and affiliates, and each of their
respective directors, officers, partners, employees,
representatives and agents, disclaim all liability
including for negligence, for any failure to obtain
any particular exchange rate, or any movements
in exchange rates, if exchanging the New Zealand
Issue Price of Shares into Australian dollars or if
exchanging the amount paid by Australian Eligible
Shareholders into New Zealand dollars. TradeWindow
reserves the right to allocate entitlements to Shares
under the SPP at their discretion.
4. CUSTODIANS
4.1 Under the SPP, a Custodian is any Eligible
Shareholder:
(a) in the case of a New Zealand Eligible Shareholder,
who:
(i) has a registered address in New Zealand;
(ii) is a trustee corporation or a nominee
company and holds Shares in TradeWindow
by reason only of acting for another person in
the ordinary course of business of that trustee
corporation or nominee company; or
(iii) holds Shares in TradeWindow by reason only
of being a bare trustee of a trust to which the
Shares are subject; and
(b) in the case of an Australian Eligible Shareholder,
provides a custodial or depository service in
relation to shares of TradeWindow and who:
(i) holds an Australian financial services licence
covering the provision of a custodial or
depository service;
(ii) is exempt from the requirement to hold an
Australian financial services licence covering the
provision of a custodial or depository service;
(iii) holds an Australian financial services licence
covering the operation of an IDPS (as defined
in ASIC Corporations (Investor Directed Portfolio
Services) Instrument 2023/669)) or is a
responsible entity of an IDPS-like scheme (as
defined in ASIC Corporations (Investor Directed
Portfolio Services Provided Through a
Registered Managed Investment Scheme)
Instrument 2023/668));
(iv) is a trustee of a self-managed superannuation
fund or a superannuation master trust; or
(v) is a registered holder of Shares and is noted on
the register of members of TradeWindow as
holding the Shares on account of another person.
4.2 Custodians may apply to purchase Shares for an
amount greater than NZ$50,000, provided that the
Custodian only applies for no more Shares than
collectively have an aggregate application price of
NZ$50,000 for each beneficial owner for whom the
Custodian acts as a Custodian. Each beneficial owner
may only direct the Custodian to apply on behalf of
that beneficial owner for a single share parcel.
4.3 Custodians must confirm to TradeWindow that they
are holding Shares as a Custodian for one or more
beneficial owners and certify the matters described
in clause 4.4 below by providing a Custodian
Schedule together with the Custodian’s application.
To request a Custodian Schedule, or if you would like
further information on how to apply for Shares as a
Custodian, you should contact TradeWindow’s Share
Registrar, Computershare Limited, at any time from
8:30am to 5:00pm New Zealand time (Monday to
Friday) prior to the Closing Date on 13 February 2026.
4.4 If a Custodian applies to purchase Shares on behalf
of one or more beneficial owners, the Custodian
must certify to TradeWindow in writing the following
matters in the form and manner set out in the
Custodian Schedule (available on request from the
Share Registrar):
(a) either or both of the following apply:
(i) that a Custodian holds Shares on behalf of
one or more other persons that are not
Custodians (each a Participating Beneficiary);
and /or
(ii) that another Custodian (Downstream
Custodian) holds beneficial interests in
Shares on behalf of one or more other persons
(each a Participating Beneficiary), and the
Custodian holds the Shares to which
those beneficial interests relate on behalf of the
Downstream Custodian or another custodian,
in each case on 13 February 2026 at 5:00pm
New Zealand time / 3:00pm Sydney time and
that each Participating Beneficiary has
subsequently instructed the Custodian, and/or
the Downstream Custodian, to apply for Shares
under the SPP on their behalf;
(b) the number of Participating Beneficiaries and
their names and addresses;
(c) the number of Shares that the Custodian holds
on behalf of each Participating Beneficiary and
the number of Shares to which beneficial
interests relate for each Participating Beneficiary;
TERMS AND CONDITIONSTERMS AND CONDITIONS

1617

(d) the dollar amount of Shares that each
Participating Beneficiary has instructed the
Custodian, either directly or indirectly through
a Downstream Custodian, to apply for on their
behalf;
(e) that there are no Participating Beneficiaries in
respect of which the total of the application price
for the following exceeds NZ$50,000:
(i) the Shares applied for by the Custodian
on their behalf under the SPP; and
(ii) any other Shares issued to the Custodian
(as a result of an instruction given to
the Custodian or a Downstream
Custodian) for that Participating Beneficiary
under any arrangement similar to the SPP in the
12 months prior to the application for new Shares
under the SPP;
(f) that a copy of this document was given to each
Participating Beneficiary;
(g) where the Custodian holds Shares on behalf of
a Participating Beneficiary indirectly, through
one or more Downstream Custodians, the name
and address of each Downstream Custodian; and
(h) that the beneficial owner on whose behalf the
Custodian is submitting an application is not
making an application as an Eligible Shareholder
for Shares under the SPP, and no other Custodian
is submitting an application under the SPP for
that beneficial owner.
4.5 Custodians are not permitted to participate in the SPP
on behalf of, and must not distribute this document
or any documents (including the Online Application
Form) relating to this SPP to, any person in the United
States. In the event that a Custodian is acting for the
account or benefit of a person in the United States,
it is not permitted to participate in respect of that
person.
5. COMPLETING AN ONLINE APPLICATION
FORM AND PAYING FOR SHARES
5.1 If you wish to participate in the SPP, you must
complete the Online Application Form at
www.shareoffer.co.nz/tradewindow and make
payment in accordance with the instructions
provided. If you are a Custodian, you must also
complete a Custodian Schedule which may be
obtained from TradeWindow’s Share Registrar,
Computershare Limited, as noted in clause 4.4 above.
5.2 Eligible Shareholders should make payment for the
exact value of the amount applied for on the Online
Application Form. To be valid, your application and
payment must be received by Computershare Limited
by 5:00pm New Zealand time / 3:00pm Sydney time
on 13 February 2026. Online Application Forms) or
payment received after that date will only be accepted
at TradeWindow’s discretion.
5.3 Custodians should make payment for the exact value
of the amount applied for on the Custodian Schedule.
To be valid, the application and payment must be
received by Computershare Limited by 5:00pm New
Zealand time / 3:00pm Sydney time on 13 February
2026. Custodian Schedules or payment received after
that date will only be accepted at TradeWindow’s
discretion.
6. TRADEWINDOW’S DISCRETION TO ACCEPT,
REJECT OR SCALE BACK APPLICATIONS
6.1 TradeWindow has discretion to accept or reject your
Online Application Form to purchase Shares under
the SPP, including (without limitation):
(a) your Online Application Form or Custodian
Schedule (if applicable) is incorrectly
completed or incomplete or otherwise
determined by TradeWindow to be invalid;
(b) your payment is dishonoured or has not been
completed correctly;
(c) it appears that you are applying to buy more than
NZ$50,000 (in aggregate) of Shares (except if you
are a Custodian applying on behalf of more than
one beneficial owners in accordance with clause
4.2);
(d) it appears you are not an Australian Eligible
Shareholder but you apply for Shares under the
SPP in Australian dollars;
(e) your Online Application Form, Custodian
Schedule (if applicable) or payment is
received after the Closing Date.
While TradeWindow has discretion to accept
late Online Application Forms, Custodian
Schedules (if applicable) and payments,
there is no assurance that it will do so.
Late Online Application Forms, Custodian
Schedules (if applicable) and payments, if
not processed, will be returned to you at your
registered address. No interest will be paid on
any application money returned to you;
(f) TradeWindow believes that you are not an Eligible
Shareholder or Custodian; or
(g) TradeWindow considers that your application
does not comply with these Terms and
Conditions.
6.2 TradeWindow reserves the right to scale back at
its absolute discretion any application for Shares
under the SPP. If TradeWindow receives applications
in excess of the total amount of the SPP (plus the
total amount of oversubscriptions accepted by
TradeWindow, if any), 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). The board of
TradeWindow believes this is the most equitable
manner in which to deal with applications in excess
of the funds required under the SPP.
6.3 If an application is rejected, all of the relevant
amounts will be refunded to the Applicant. If
applications are scaled back, the Applicant will
receive the number of Shares at the Issue Price in
respect of which the application is accepted and
a refund of the balance of the relevant application
payment, being the difference between what was paid
on application and the value of the new Shares to be
allotted at the Issue Price. All refunds will be made
without interest.
6.4 Any difference less than NZ$5 due to scaling or
rounding will be retained by TradeWindow and not
refunded.
6.5 Refunds will be made by direct credit to the bank
account held by TradeWindow’s Share Registrar,
Computershare Limited. Refunds will be issued within
five business days following the Allotment Date.
7. SIGNIFICANCE OF SENDING IN AN
APPLICATION / REPRESENTATIONS,
WARRANTIES AND AGREEMENTS
7.1 If you apply to participate in the SPP by completing
and returning an Online Application Form (and, if
applicable a Custodian Schedule), you will be deemed
to make the following representations, warranties and
agreements:
(a) you have received, read and understood this
document (including the “Important Information”
section) in its entirety;
(b) your application, on these Terms and Conditions,
will be irrevocable and unconditional (i.e. it
cannot be withdrawn);
(c) you certify to TradeWindow that you are an
Eligible Shareholder entitled to apply for Shares
under these Terms and Conditions;
(d) you agree to be bound by the Constitution of
TradeWindow;
(e) you certify that your acceptance of the SPP
will not be, or cause, a breach of any law in any
jurisdiction;
(f) you certify to TradeWindow that you are not
applying for Shares under the SPP with an
application price in excess of NZ$50,000 (in
aggregate), even though you may have received
more than one offer under the SPP or received
offers in more than one capacity under the SPP;
(g) if you are an Australian Eligible Shareholder,
the SPP is being made to you pursuant to ASIC
Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 as amended by
the ASIC Instrument, which limits the amount
of Shares that may be issued to you under that
instrument in any consecutive 12 month period
to no more than NZ$50,000;
(h) without limiting TradeWindow’s discretion to
accept or reject applications in clause 6
above, you authorise TradeWindow (and
its officers or agents) to correct any error in, or
omission from, your Online Application Form
(and, if applicable, your Custodian Schedule)
and to complete the Online Application
Form (and, if applicable, the Custodian Schedule)
by the insertion of any missing details;
(i) you acknowledge that TradeWindow may at
any time irrevocably determine that your
Online Application Form (and, if applicable,
your Custodian Schedule) is valid, in accordance
with these Terms and Conditions, even if the
Online Application Form (or, as applicable, your
Custodian Schedule) is incomplete, contains
errors or is otherwise defective;
(j) you agree to indemnify TradeWindow for, and
to pay to TradeWindow within five business
days of demand, any dishonour fees or
other costs TradeWindow may incur;
TERMS AND CONDITIONSTERMS AND CONDITIONS

1819

(k) you acknowledge that none of TradeWindow, its
advisers or agents has provided you
with investment advice or financial product
advice, and that none of them has an obligation
to provide advice concerning your decision to
apply for and purchase Shares under the SPP;
(l) you acknowledge the risk that the market price
for the Shares may change between the Opening
Date, the date you apply for Shares under the SPP,
and the Allotment Date. This is particularly
the case given that there is increased risk of wide
fluctuations and volatility in the share prices for
listed companies as a result of recent world
events on the share market. Accordingly, you
acknowledge that:
(i) the price paid for Shares may be higher or
lower than the price at which Shares are trading
on the NZX at the time Shares are issued under
the SPP;
(ii) the market price of Shares following allotment
may be higher or lower than the Issue Price;
(iii) it is possible that up to or after the Allotment
Date, you may be able to buy Shares at a lower
price than the Issue Price; and
(iv) a change in the market price of Shares prior
to the Issue Price being determined may affect
the Issue Price;
(m) you acknowledge that TradeWindow is not
liable for any exercise of its discretions referred
to in these Terms and Conditions to the
maximum extent permitted by law;
(n) you are not in the United States and are not
acting for the account or benefit of a person in
the United States (or in the event that you are
acting for the account or benefit of a person in
the United States, you are not applying for, or
acquiring, any Shares for the account or benefit
of that person);
(o) you understand and acknowledge that the
Shares have not been, and will not be, registered
under the U.S. Securities Act or the securities
laws of any state or other jurisdiction of the
United States, and accordingly, the Shares
may not be offered, sold or otherwise transferred,
directly or indirectly, in the United States, or to
any person acting for the account or benefit
of a person in the United States (to the extent
such person is acting for the account or benefit
of a person in the United States);
(p) you have not, and will not, send this document or
any materials relating to the SPP to any person in
the United States;
(q) you acknowledge and agree that the
determination of eligibility of investors for the
purposes of the SPP is determined by
reference to a number of matters, including
legal and regulatory requirements, logistical
and registry constraints and the discretion of
the TradeWindow. TradeWindow and its
respective related bodies corporate and
affiliates, and each of their respective directors,
officers, partners, employees, representatives and
agents, disclaim any duty or liability in respect of
that determination and the exercise or otherwise
of that discretion, to the maximum extent
permitted by law;
(r) if in the future you decide to sell or otherwise
transfer the Shares, you will only do so in the
regular way for transactions on the NZX or the
ASX where neither you nor any person acting on
your behalf know, or have reason to know, that
the sale has been pre-arranged with, or that the
purchaser is, a person in the United States;
(s) if you are acting as a trustee, nominee or
Custodian, each beneficial holder on whose
behalf you are applying for and acquiring
Shares is either a New Zealand Eligible
Shareholder or an Australian Eligible Shareholder
and is not in the United States; and
(t) you irrevocably and unconditionally agree to
these Terms and Conditions and agree not to do
any act or thing which would be contrary to the
spirit, intention or purpose of the SPP.
7.2 If a Custodian applies to purchase Shares under the
SPP for a beneficial owner pursuant to clause 4.2:
(a) the certification referred to in clause 7.1(f) will be
taken to be given by the beneficial owner on
whose behalf the Custodian is applying
to purchase Shares; and
(b) in addition to the matters referred to in clause 7.1,
the Custodian also certifies each of the matters
set out in the Custodian Schedule.
8. THE SHARES
8.1 Shares issued under the SPP will rank equally in
all respects with, and have the same voting rights,
dividend rights and other entitlements as, existing
Shares quoted on the NZX and ASX. The Shares to
be issued under the SPP have been accepted for
quotation on the NZX, and an application will be made
for their quotation on the ASX, and it is expected that
the Shares will be quoted upon completion of the
allotment procedures. However, neither NZX nor ASX
accepts any responsibility for any statement in this
document or in the Online Application Form.
8.2 The issue of new Shares under the SPP up to
a maximum value of NZ$50,000 per Eligible
Shareholder (or per beneficial owner, in the case of
holdings held by Custodians), is being undertaken
pursuant to NZX Listing Rule 4.3.1 (Share Purchase
Plan) and in reliance on the exclusion in clause 19 of
Schedule 1 of the FMCA in respect of the NZ$50,000
of new Shares offered to each Eligible Shareholder.
8.3 The issue of new Shares under the SPP up to a
maximum value of NZ$50,000 per Australian Eligible
Shareholder (or per beneficial owner, in the case of
holdings by Custodians), is being undertaken:
(a) in accordance with the conditions imposed by
the relief granted by ASIC under the ASIC
Instrument and ASIC Corporations (Share
and Interest Purchase Plans) Instrument
2019/547 as amended by the ASIC Instrument,
which among other things increases
the maximum consideration payable for
equity securities in the SPP from A$30,000 to
NZ$50,000 per Australian Eligible Shareholder
(or per beneficial owner, in the case of holdings
by Custodians); and
(b) pursuant to NZX Listing Rule 4.3.1 (Pro-rata
issues and Share Purchase Plans) in respect of
the new Shares offers.
9. FINANCIAL STATEMENTS
9.1 You may obtain free of charge the most recent annual
report and financial statements of TradeWindow
by contacting TradeWindow’s Share Registrar,
Computershare, or you may download the reports
from the TradeWindow website:
https://tradewindow.io/investor-centre.
10. AMENDMENTS TO THE SPP AND WAIVER OF
COMPLIANCE
10.1 Notwithstanding any other term or condition of the
SPP and/or the Online Application Form,
TradeWindow may, at its discretion:
(a) make non-material modifications to the SPP or
these Terms and Conditions without notice
(in which case applications for Shares under
the SPP will remain binding on all Applicants
notwithstanding such modification and
irrespective of whether an Online Application
Form was received by Computershare Limited,
before or after such modification is made); and/
or
(b) suspend or terminate the SPP at any time prior
to the issue of the Shares under the SPP. If the
SPP is terminated, application monies will be
refunded to Applicants without interest.
10.2 TradeWindow reserves the right to waive compliance
with any provision of these Terms and Conditions
(either generally, or in respect of a particular
Applicant or Applicants).
11. GOVERNING LAW
11.1 These Terms and Conditions shall be governed by
and construed in accordance with the laws of
New Zealand.
12. DISPUTES
12.1 If any dispute arises in connection with the SPP,
TradeWindow may settle it in any manner it thinks fit.
It may do so generally or in relation to any particular
participant, application or Share. TradeWindow’s
decision will be final and binding.
13. INCONSISTENCY
13.1 Unless otherwise determined by the directors of
TradeWindow, in the event of any inconsistency
between the Terms and Conditions of the SPP
and TradeWindow’s constitution, TradeWindow’s
constitution shall prevail.
TERMS AND CONDITIONSTERMS AND CONDITIONS

2021

GLOSSARY
05
Allotment DateOn or around 19 February 2026, unless the Closing Date is extended.
ApplicantAn applicant for Shares in the SPP.
ASIC InstrumentASIC Instrument 26-0053.
ASXASX Limited or the market it operates (as the context requires).
ASX Listing RulesThe listing rules from time to time of the ASX.
Australian Eligible ShareholderAn Eligible Shareholder with a registered address in Australia in TradeWindow's
share register.
Closing Date5:00pm New Zealand time / 3:00pm Sydney time on 13 February 2026 unless
extended.
CustodianSee clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian ScheduleThe Schedule that must be submitted by an Applicant that is a Custodian by
5:00pm on the Closing Date.
Despatch DateOn or around 23 February 2026, unless the Closing Date is extended.
Downstream CustodianSee clause 4.4(a) of the Terms and Conditions for the definition of “Downstream
Custodian”.
Eligible ShareholderA person who, at 7:00pm New Zealand time / 5:00pm Sydney time on the Record
Date, was recorded in TradeWindow’s share register as being a registered holder
of Shares and having an address in New Zealand or Australia. A person who holds
Shares on behalf of another person who resides outside New Zealand or Australia
is not an Eligible Shareholder. In particular, a person is not eligible to participate in
the SPP if that person is in the United States or is acting for the account or benefit
of a person in the United States.
FMCAFinancial Markets Conduct Act 2013.
Issue PriceThe price at which the Shares will be issued pursuant to the SPP, being NZ$0.25,
being the price paid by investors in TradeWindow’s recent Placement (representing
an approximately 7% discount to the VWAP of TradeWindow Shares trading on the
NZX during the 10 trading days prior to 27 January 2026).
New Zealand Eligible
Shareholder
An Eligible Shareholder with a registered address in New Zealand in TradeWindow's
share register.
NZX NZX Limited or the main board financial product market it operates (as the context
requires).
NZX Listing RulesThe listing rules from time to time of the NZX.
OfferThe offer pursuant to this SPP.
Online Application FormAn application for Shares under the SPP made through
www.shareoffer.co.nz/tradewindow.io
Opening Date2 February 2026.
Participating BeneficiarySee clause 4.4(a) of the Terms and Conditions for the definition of “Participating
Beneficiary”.
PlacementThe private placement of Shares announced to NZX on 21 November 2025.
Record Date7:00pm New Zealand time / 5:00pm Sydney time on 30 January 2026.
SPPThe share purchase plan detailed in this document.
SharesOrdinary shares of Trade Window Holdings Limited.
Share RegistrarTradeWindow’s share registrar, Computershare Investor Services Limited.
TradeWindowTrade Window Holdings Limited, a company listed on the NZX.
Terms and ConditionsThe terms and conditions of the SPP detailed in this document.
U.S. Securities ActThe U.S. Securities Act of 1933.
VWAPThe volume weighted average price of Shares traded on the NZX.

2223
REGISTERED OFFICE
Suite 4, 31 Northcroft Street
Takapuna
Auckland 0992
New Zealand
+64 275 594 133
DIRECTORY
06
TradeWindow is a company incorporated with limited liability under the New Zealand Companies Act 1993
New Zealand Companies Office registration number 8233653
For investor relations queries contact: andrew@tradewindow.io
SHARE REGISTRAR
Computershare Investor Services Limited
Level 2,159 Hurstmere Road, Takapuna
Auckland 1142
New Zealand
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
0800 650 034 or +64 9 488 8793
tradewindow@computershare.co.nz
LEGAL ADVISERS
Russell McVeagh
Level 30, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Addisons
Level 10
2 Park Street
Sydney 2000
New South Wales
Australia

24

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Notice Pursuant to Clause 20(1)(a) of Schedule 8 to the
Financial Markets Conduct Regulations 2014
Auckland, NZ – 2 February 2026
Trade Window Holdings Limited (NZX/ASX: TWL) ("TradeWindow" or “TWL”) today
announced that it intends to undertake a share purchase plan of up to NZ$1 million
of newly issued ordinary shares in TWL to eligible shareholders (being New Zealand
and Australian resident shareholders, on the share register on the record date of 30
January 2026 at 7:00pm New Zealand time / 5:00pm Sydney time) ("SPP").
The SPP will open on or around 2 February 2026.
The SPP is being made in New Zealand in reliance upon the exclusion in clause 19 of
schedule 1 to the Financial Markets Conduct Act 2013 ("Act").
This notice is provided under subclause 20(1)(a) of schedule 8 to the Financial
Markets Conduct Regulations 2014 ("Regulations").
As at the date of this notice:
• TradeWindow is in compliance with the continuous disclosure obligations that
apply to it in relation to ordinary shares in TradeWindow;
• TradeWindow is in compliance with its financial reporting obligations (as
defined in subclause 20(5) of schedule 8 to the Regulations);
• there is no information that is "excluded information" (as defined in subclause
20(5) of schedule 8 to the Regulations) in respect of TradeWindow.
The SPP is not expected to have any material effect or consequence on the control
of TradeWindow within the meaning set out in clause 48 of Schedule 1 of the Act.
The SPP is being made in Australia in accordance with ASIC Corporations (Share and
Interest Purchase Plans) Instrument 2019/547 (as notionally modified by ASIC
Instrument 26-0053) (together, the “Modified ASIC Instrument”).
TWL advises that:
• it reasonably believes that this notice complies with clause 20 of schedule 8 to
the Regulations;
• TWL will issue shares under the SPP without disclosure to investors under Part
6D.2 of the Corporations Act 2001 (Cth) (Australia);
• this Cleansing Notice is being given under the Modified ASIC Instrument; and
• as at the date of this Cleansing Notice, TWL has complied with its obligations
under Rule 1.15.2 of the ASX Listing Rules.

ENDS

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Template
Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 2
Section 1: Issuer information (mandatory)
Name of issuer Trade Window Holdings Limited
Class of Financial Product Ordinary Shares
NZX ticker code TWL
ISIN (If unknown, check on NZX
website)
NZTWLE0004S0
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement
Record date 30 January 2026
Ex Date (one business day before the
Record Date)
29 January 2026
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
Section 6: Share Purchase Plans/retail offer
1

(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
4,000,000 shares (plus oversubscriptions which may be
accepted at the company's sole discretion, subject to a
maximum limit of 16,247,800 shares permitted to be
issued under this SPP in accordance with the NZX Listing
Rules).

1

In this Corporate Action Notice, a “retail offer” refers to an offer that is not a Rights issue, Accelerated Offer or Share Purchase
Plan, but is nonetheless open to “retail” investors of the Issuer (for example an offer that would be a Share Purchase Plan but for
the amount offered to each shareholder exceeding the relevant limit).

2 of 2
Minimum application amount (if
any)
N/A
Maximum application amount per
Equity Security holder
$50,000
Subscription price per Equity
Security
$0.25
Scaling reference date Scaling according to the record date of 7:00pm NZT on 30
January 2026
Closing date 13 February 2026
Allotment date 19 February 2026
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed N/A
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten N
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting
being terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Andrew Balgarnie
Contact person for this announcement Andrew Balgarnie, Chief Strategy Officer
Contact phone number +64 27 559 4133
Contact email address andrew@tradewindow.io
Date of release through MAP 02.02.2026