Announcement PDF 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. 2 3 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. 01 IMPORTANT INFORMATION Page 5 02 CHAIR'S LETTER Page 7 03 QUESTIONS AND ANSWERS Page 9 04 TERMS AND CONDITIONS Page 12 05 GLOSSARY Page 20 06 DIRECTORY Page 22 4 5 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 DATE EVENT SUMMARY 30 January 2026 Record Date The date on which Eligible Shareholders are determined (at 7:00pm New Zealand time / 5:00pm Sydney time). 2 February 2026 Opening Date SPP opens. 13 February 2026 Closing Date The 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 2026 Announce results of SPP SPP result announced on the NZX and ASX. 19 February 2026 Settlement Date Settlement on the NZX and ASX. 19 February 2026 Allotment Date Shares allotted on the NZX and ASX. 19 February 2026 Commencement of trading on NZX Trading of Shares allotted under the SPP are expected to commence on the NZX and ASX. 23 February 2026 Despatch Date Transaction 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 6 7 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 8 9 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 10 11 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 ANSWERS QUESTIONS AND ANSWERS 12 13 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 14 15 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 S