Trade Window Holdings Limited (TWL.NZ) Earnings Call Transcript & Summary

[Foreign Language] Good morning, and welcome to Trade Window's Special Shareholder Meeting. My name is Alasdair MacLeod. I'm the Chair of the company. We will be presenting a series of slides that have been released to the NZX and are also now available on Trade Window's investor website. Before proceeding, I would first direct your attention to this Slide 3 and the important notice regarding this presentation. Moving on to Slide 4. I also have a couple of housekeeping points to draw to your attention. Today's meeting is being held online via the Computershare online meeting platform. If you have a question to submit during the live meeting, the Q&A is always open. So please feel free to submit questions throughout the meeting. These will be addressed at the relevant time. Questions may be moderated or if we receive multiple questions on one topic, amalgamated together. Any questions not answered in time will receive an e-mail response after the meeting. Voting today will be conducted by way of a poll on the item of business, and I will shortly open the voting for the resolution. Moving on to Slide 5. If you're eligible to vote at this meeting, you'll be able to cast your vote under the Vote tab. Once the voting has opened, the resolutions will allow votes to be submitted. You can change your vote up until the time I declare voting closed. I now declare voting open on the item of business. I will give you a warning before I move to close voting. Turning to Slide 6. Let me introduce to you my fellow directors joining me today. A.J. Smith, Executive Director and Chief Executive Officer; Executive Director, Kerry Friend; and Independent Director, Phil Norman. Also present are members of our senior management team, Andrew Balgarnie, our Chief Strategy Officer and Company Secretary; and Deidre Campbell, our CFO. You can find details of all directors and senior management team on our website. The company's constitution prescribes a quorum of 10 shareholders. I can confirm that this requirement has been met. Accordingly, I declare the meeting formally open. The one item of business for this meeting is contained in the notice of meeting, which was sent to shareholders on the 25th of November 2025. A.J. will shortly give a quick recap and background to today's resolution, and then he will hand back to me for the formal matters of the meeting. It is at this time, we will make time for shareholder questions and discussion of our presentations and the resolution before the meeting. With that, I would like to hand over to A.J.

Thank you, Alasdair, and welcome, everyone. Let's move to Slide 8. Our strategy is built around a powerful flywheel, one that turns faster with each success, accelerating our momentum across innovation, customer growth and market expansion. At the center of this flywheel is financial sustainability. It's not just a metric, it's our engine. By maintaining a disciplined approach to cost and capital, we unlock the ability to reinvest in innovation and some other solutions. With a stable financial foundation, we're investing in Freight AI, a freight and logistics operating system that will redefine how freight forwards operate. With proven value and scalable solutions, we are now targeting the mid-market, which is an underserved segment hungry for modern tools. Our innovation attracts them and our platform will keep them. To accelerate our reach, we continue to seek strategic acquisitions that fast track market entry and deepen our capabilities. Each acquisition feeds the flywheel, bringing new customers, new talent and new opportunities. I'm now on Slide 9. We foresee growth continuing being driven not by passing trends, but lasting structural changes in global trade. The slide before you outlines five key forces that are not only reshaping the industry, but also reinforcing the relevant scalability of our solutions. Let me briefly unpack how each of these factors is expected to contribute to sustainable revenue growth. The fast acceleration of e-commerce is fundamentally changing supply chain dynamics. With more goods crossing borders at high frequency, the need for digital trade infrastructure has never been greater. By automating and streamlining workflows as well as data movement and visibility, we don't just reduce friction for our customers, but also create scalable commercial pathways. Trade and customs requirements are only getting more regulated and more complex, not less. As governments tighten controls and introduce new compliance requirements, businesses are seeking partners who can simplify the complexity. As regulation intensifies, so does demand for our solutions. In summary, these conditions are not headwinds. They are actually tailwinds. Trade Window is strategically aligned with the forces driving global trade forward. Now moving to Slide 10. Over the past year, our competitive environment has fundamentally shifted. What was once a fragmented ecosystem of shipper and freight forwarder solutions has consolidated sharply. Today, across Australia and New Zealand with only one competitor remains with a full suite of freight and logistics solutions called WiseTech Global. And for Trade Window, this is our moment where Freight AI can give us an unfair advantage. Our response is focused and bold. We're building the first Agentic AI platform for the SME to mid-market forwarders. We believe that this new product will give us the unfair advantage that we would not have had if it was not for the fast-changing landscape of artificial intelligence and the great use cases that we discovered in trade. This platform isn't just a better interface. It reimagines how compliance is handled, how insights is generated and how freight forwarders can compete. We believe the next decade of supply chain innovation won't be owned by the biggest acquirer. It will be led by those who can commercialize transformational innovation. I'm now on Slide 11. We undertook this placement with a clear purpose to accelerate Trade Window's growth and strengthen our strategic position. The funds raised will allow us to accelerate the development of Freight AI, our next-generation freight forwarding solution. This is the cornerstone of our product road map and a key enabler of our long-term revenue growth. We are also using the capital to strengthen our company's balance sheet, including the repayment of debt, ensuring we remain financially resilient as we scale. Importantly, the placement supports our expansion in Australia and New Zealand and other key markets where demand for logistics and trade solutions continue to grow. And finally, it facilitates our foreign exempt listing on the ASX, unlocking access to a broader investor base and positioning Trade Window for the next phase of our journey. I'm now moving to Slide 12. The Board and I see the ASX listing as a natural progression. It's a move that mirrors the scale of our operations and the strength of our customer base across Australasia. As at 30 September this year, more than half of our customers are now located in Australia, and that number continues to grow. We expect this trend to continue as the platform becomes more mature and more intelligent. Listing on the ASX will give us access to a broader pool of institutional and retail investors. It can improve liquidity, strengthen our capital position and elevate our profile in Australia. This is not just a financial milestone. It's a strategic one. It positions Trade Window to scale with confidence and clarity. The ASX has granted us a conditional admission subject to the settlement of the $5.8 million placement, which closed on the 24th of November. Today's shareholder vote is critical. It unlocks the next phase of our journey, specifically the settlement of that placement on the 15th of December, which will see several Australian institutional investors joining our share register. With your support, we are scheduled to start trading on the ASX on [ February ] 19th of December. This listing is about more than access to capital. It's about strategic alignment. It's about building a launch pad for Trade Window to fulfill the long-term global ambitions. I will now hand back to Alasdair to conduct the items of business for this meeting. Thank you, Alasdair.

Thank you, A.J. And just to clarify, it's Friday, 19th December that we start trading, hopefully. Okay. We now move on to vote on the resolution set out in the notice of meeting. The following resolution relates to the issue of placement shares and the reason for this resolution are detailed in the Notice of Meeting, which I will take as read. I now propose as an ordinary resolution that in accordance with NZX Listing Rule 4.2.1, shareholders approve an issue of 22,859,091 fully paid ordinary shares of Trade Window Holdings Limited to institutional and other select investors under the placement to be settled on 15th December 2025. Are there any questions or comments regarding the resolution from the online platform?

Alasdair, there appears to be no questions on the platform. Maybe we wait a couple, a minute or so or 30 seconds or so. Alasdair, there are no questions on the online platform.

Thank you, Richard. I'll now move on to review the votes cast ahead of the meeting. You'll now see on the screen, Slide 16, the proxies that have been cast for the resolution. May I remind you that voting on this resolution remains open. And while the voting continues, we'll have another couple of moments just to see if there are any other associated questions relating to the resolution.

There are no questions on the online platform, Alasdair.

Thank you, Richard. So in that case, I will -- on behalf of the Board, thank you all for your attendance at this special shareholders' meeting. We will be announcing the results of the poll to the stock exchange this afternoon. Thank you, and I now declare the meeting closed and voting closed.