[Non-English content] Good afternoon, and welcome to TradeWindow's 2026 Annual Meeting of Shareholders. My name's Alasdair MacLeod. I'm the Chair of TradeWindow. Today is Tuesday, September 29, 2026, and the meeting is being conducted as a virtual meeting through the Computershare meeting platform. The presentation accompanying today's meeting will be released to the NZX and ASX and made available through TradeWindow's investor channels.
Before we proceed, I draw your attention to the important notice on this slide. It should be read together with TradeWindow's financial statements, annual report, and market releases. Any forward-looking statements are subject to risks and uncertainties, and actual outcomes may differ materially. Few housekeeping points before we begin. The Q&A function is available throughout the meeting. To submit a question, select the Q&A tab, type your question, and press Submit. Questions may be moderated or combined where several shareholders raise the same topic.
If time does not allow us to answer every question, we will respond after the meeting. The Q&A tab can also be used if you require technical assistance from Computershare. Voting will be conducted by poll on all five resolutions. If you're eligible to vote, select the Vote tab and choose your voting direction for each resolution. Your vote is recorded when a tick appears, and you may change it until I declare voting closed. I now declare voting open on all items of business. I will give you notice before voting closes. Let me introduce the Directors joining me today.
Phil Norman, Kerry Friend, our recently appointed Australian Independent Directors, Susan Beling and Brodie Collins, and our former Chief Strategy Officer, Andrew Balgarnie, who has also been appointed as an Executive Director. Also joining us are representatives of our auditor, UHY Haines Norton Sydney, our legal advisors, and members of TradeWindow's senior management team. The company's constitution requires a quorum of 10 shareholders. I confirm that this requirement has been met and declare the meeting formally open.
The business of the meeting is set out in the notice of meeting. I'll provide a brief Chair's address and a recap of FY 2026. Dewald van Rensburg, our new Chief Executive, will then update shareholders on customers, product, strategy and the FY 2027 outlook. We will take shareholder questions before moving to the five formal resolutions and other business. Turning now to our performance. I don't want to dwell too long on the FY 2026 result as it was reported to the market in May, but I do want to highlight what's driving this success.
This chart shows our track record of organic revenue growth alongside the financial discipline moving us toward near-term profitability. The violet columns on the left show trading revenue increasing from NZD 8 million to just under NZD 10 million, with our FY 2027 guidance implying a midpoint of NZD 11.1 million for the year ending March 31, 2027. Why are we growing? We're growing because we deliver trade solutions that respond to customers' core business needs and give them real productivity gains. We see the impact of this in the revenue growth in each of our customer segments.
Average revenue per super customer is up 20% in the first quarter of FY 2027, and average revenue per freight forwarder customer is up 19%, both continuing to be driven by our focus on mid-market and enterprise customers and the ongoing recontracting of customers onto our refreshed pricing plans. We've seen recurring revenue too. Annual recurring revenue has compounded at 28% a year, the most durable measure of growth in this business. We are also well-placed to capture the opportunity ahead of us, particularly in Australia.
In contrast to our competitors, we are nimble and we do not carry the weight of technical debt carried by our largest competitors. As Dewald will cover in more detail, in contrast to the new entrants into the market, we have a large and growing base of installed customers who value what we deliver and rely on us to deliver increasing productivity. Customer retention at 90% and the strong increases in average revenue per customer are the proof that we are meeting those needs. We meanwhile continue our march towards profitability. The teal columns show EBITDA loss narrowing from NZD 1.5 million- NZD 1.2 million.
As the chart shows, we continue to expect to approach breakeven in FY 2027 and achieve profitability thereafter. Thanks to the capital raising last year, we are confident that we have the resources to execute on our growth plan and drive towards breakeven and profit. Net cash at June 30, 2026 was just under NZD 4 million, a minimal reduction on the year-end figure, and we have no bank debt. This sum is sufficient on our plan to carry us through to profitability. As announced to the market on August 21, we intend to pursue a primary listing on the ASX.
We have not yet lodged a formal application, and the ASX has given no indication as to whether it would approve one. I am not going to put a date on completion today. What I can tell you is that the preparatory work is well advanced. Australia offers a much deeper pool of capital and an established network of investors who already understand this sector, know how to value it, and have the mandates to invest in early-stage growth companies such as TradeWindow. The listing also follows the business. Australia is now approximately 50% of customer numbers and our fastest-growing market.
The listing should sit where the growth is. Susan Beling and Brodie Collins have joined as Australian resident Independent Non-Executive Directors, which satisfies ASX listing requirements. I want to stress that they are not compliance appointments. Both of them offer TradeWindow the expertise to help the company through to its next phase of growth, and we are delighted that they have agreed to join the Board. They share our excitement, our vision, and our confidence in the future.
Susan spent 11 years as Chief Executive of efm Logistics and Brodie as Group Chief Strategy Officer at Mondiale VGL. Both of them know our customers, the challenges they face, and what they need from us to drive business growth. At the same time, Andrew Balgarnie has stepped down from his full-time executive role and joins the Board as an Executive Director, bringing his capital markets and M&A experience to the Board, and we are also delighted to have him on the Board. We recognize that these appointments and the move to the ASX add costs to the business and expand the Board.
We believe this is a necessary cost to ensure that we can access the capital we need to realize the significant potential we see for the business. All of these new Directors are standing for election at this meeting, and you will find these resolutions later in the agenda. They have the unanimous support of the existing Board, and I would encourage you to support them. Finally, I want to spend a moment on the share price. Shareholders will be disappointed with where it is traded, and so is your Board. But I would ask first that you look at what that price now implies.
At June 30, we held approximately NZD 4 million in cash and no bank debt, as I said earlier. Against a market capitalization of around NZD 20 million, that implies an enterprise value of roughly NZD 16 million in the operating business, less than 2x revenue. Part of the answer to the share price is exposure, and as noted above, it is one of the key reasons we are seeking to move our primary listing to the ASX, as I outlined earlier. We have stepped up our investor outreach, and we expect that together with continued delivery on the numbers, this will go a long way towards closing this gap.
We must also continue to deliver, and ultimately, this is the only thing that will shift the dial sustainably. On behalf of the Board, we thank you for your continuing support for the company, and we look forward to taking your questions later on in the meeting. I would now like to hand over to our Chief Executive, Dewald van Rensburg, who will take you through our market position, customers, recent financial performance, product strategy, and the outlook for FY 2027.
Thank you, Alasdair, and good afternoon, everyone. As this is my first AGM as Chief Executive, I want to start with briefly introducing who I am, but more importantly, how I intend to lead TradeWindow. I joined this business in 2019 as Chief Legal Officer after more than 20 years' experience in both corporate and commercial law in public as well as private sector. I became the Chief Operating Officer in 2023. So I come with nearly seven years of experience inside TradeWindow itself. I know this business.
I know our customers, our people, and our technology, and importantly, I understand both the opportunities in front of us and areas where we need to do better in. My approach as Chief Executive is centered on four things. Firstly, our customers. We need to make it easier for our customers to use our products, realize value from them in order for them to want to grow with us. Secondly, execution. We have a strategy in place. The priority now is disciplined execution against that plan. Thirdly, capital.
Our responsibility is to deploy our capital with discipline and ensure that every dollar is directed towards priorities that create real value. And last but not least, accountability. We will measure what matters, deliver against commitments, and hold ourselves accountable for results. Those core principles will underpin how I will lead TradeWindow. And with that context, let me explain why I believe the opportunity in front of us is so significant, and why I believe we are well-positioned to capture it. On the next slide, you will see that we have carved out a strong foundation from which we can grow.
In New Zealand, we are the clear leader in the shipper segment, serving businesses at the heart of our import and export economy. In Australia, our assessment is that we are ranked second behind WiseTech. Importantly, the competitive field still remains narrow. Expedient is the only other provider with meaningful established traction, whilst the remaining competitors are relatively recent entrants that have yet to establish a customer base at scale.
Market position is only part of the story. TradeWindow supports the freight transaction end-to-end. From customs to freight forwarding, through warehousing, accounting, and job costing, to reporting and invoicing. Our product supports the core workflows which our customers rely on every day, and that breadth matters. Much of our technology underpinning it was built in a different era. There are still too many manual processes, too much complexity, and significant opportunity to still do things better.
That is why we are building the next generation of TradeWindow, our Freight AI platform. We are taking the capability, customers, and deep industry knowledge, which we already have, and combining to create modern technology and AI to remove manual work, automate workflows, and fundamentally improve how our customers operate. Importantly, and this is critical, we are not starting from scratch.
We already have the customers, we have the market position, and we have the domain expertise. As Alasdair highlighted, ARR has compounded at 28%, customer retention is approximately 90%, and average revenue per customer continues to grow strongly. Our opportunity now is to turn that foundation into the next phase of TradeWindow's growth. On slide 11, we serve 546 customers, and the names which you see there are a representative selection across both shippers as well as forwarders.
They include some of Australasia's largest exporters, importers, and forwarders, and importantly, our software sits at a critical path of their operations. Just over 250 of those customers are on our freight platform today, running live transactions and freight operations. That makes the point from the previous slide tangible. These are not peripheral relationships. Our software is embedded in the day-to-day operations of these businesses, and that matters for two reasons.
It creates deep customer relationships, and it gives us an understanding of how freight actually moves that has been built over many years and millions of transactions. That installed customer base is one of TradeWindow's strongest assets. It is also, secondly, where our revenue comes from, where our product insights come from, and importantly, it is a foundation from which we can introduce the next generation of Freight AI. On slide 12, our growth strategy is clear.
My focus is execution. Our strategy is built around five priorities. First, increasing value of our existing customers. We have a significant installed customer base, as mentioned. The opportunity is to deepen those relationships through greater usage, cross-sell, and up-sell. Second, expanding our product offerings. This is where Freight AI becomes so important. We are investing in modern, modular AI-first platform that will progressively transform how freight and logistics businesses operate, and I will come back to that shortly.
Thirdly, increasing market penetration. We have strong positions in New Zealand as well as Australia, but there is considerably more opportunity in both of those markets. Our focus is converting that position into further growth through disciplined sales, marketing, and industry partnerships. Fourth, international expansion. Over time, we see opportunities beyond Australasia, particularly the U.S. and the U.K. But we will approach that expansion carefully and in a capital efficient way.
Our immediate priority is executing the organic opportunity in front of us, and we will retain the option to consider acquisitions where they are strategically compelling and the economics for them makes sense. Our strategy does not depend on acquisitions. Fifth, improving the efficiency of our existing business. Growth needs to translate into better financial performance. That means simplifying how we operate, improving operational leverage, and maintaining discipline around every dollar that we spend.
The diagram on the right brings those elements together. Innovation drives greater usage. Greater usage deepens our customer relationships. Strong products bring new customers. Over time, creates opportunities to ensure new markets. Each reinforces the other, with financial sustainability at the center. For shareholders, the message I want to leave you with is simple. We understand that value has to be demonstrated, not asserted.
Our job is to execute the strategy, deliver improving financial performance, and demonstrate the value of TradeWindow through our results. I am now on slide 13. Execution requires capability, and most of that capability is now in place. We have appointed our AI personnel and our product owner, and the development team is executing against our existing roadmap. The remaining key leadership appointment is our CTO, and recruitment is currently underway. I want to be clear about that. We are not waiting for a CTO before progressing Freight AI. The program has technical leadership today, defined architecture and milestones, and we are tracking delivery against those milestones.
The CTO appointment adds dedicated executive ownership of our technology architecture, technical decisions, and economics of Freight AI as we scale. Customers remain at the center of what we build. Delivery is measured against our roadmap, and capital is being managed against clear priorities and milestones. Which brings me back to the principle that I set out in the beginning. We have told shareholders what we intend to deliver, and my responsibility is to make sure that we deliver that.
Turning now to AI. AI represents an enormous opportunity for TradeWindow, but equally, if we fail to execute, it represents a competitive threat. For me, this is a company-defining moment, and our approach is to lean into our strengths, which we already have. Those are our customers, our freight expertise, our data, and our understanding of the transaction. Freight AI is our next-generation freight forwarding platform, and it is central to our long-term strategy. This is not simply a rebuild of TradeWindow Freight.
We are building a platform designed to run the work of a freight forwarder end-to-end with intelligent automation embedded directly into the workflows. The economics of freight forwarding have traditionally been constrained by people. More shipments require more operational staff, contributing to industry net margins, typically around 3%-5%. Freight AI is designed to change that equation. Documents arrive, the platform reads them, validates them against the shipment, and then moves the work through to the appropriate workflows.
The objective is to remove key entering, automate repetitive work, and allow customers to progress materially greater volumes without equivalent growth in headcount. That creates value for our customers, and it creates an opportunity for TradeWindow to participate in that value. There is another important part of this strategy. Freight AI is being built as a scalable, jurisdiction-agnostic platform. Australia and New Zealand are where we start, not where the opportunity ends. Initial commercial delivery is still targeted for September 2027. If we execute successfully, Freight AI gives us the platform from which to pursue a much larger addressable market beyond Australasia.
I also want to be clear about what that means between now and September 2027. Building the platform properly requires significant work, and full functionality will be delivered progressively. That raises two obvious questions for shareholders. Number one, what drives revenue growth between now and the initial commercial release? And two, how do we protect our competitive position whilst we build Freight AI? On slide 15. Firstly to growth. There are no shortage of opportunities before the launch of Freight AI. Our onboarding pipeline for shippers is full until March 2027. Our sales pipeline on freight is nearly full.
Meanwhile, we are introducing AI now through our Freight Desktop, the product our customers already use every single day. That will open significant revenue growth opportunities. The first capability is focused around document processing and customs, one of the most manual parts of the freight transaction. Documents will come in, the system will read them, create the job, prepare the customs entry, support HS classification, and identify exceptions for the broker to review.
The objective is simple: move the customer from data entry to exception management. Our first release is targeted for the end of this year, and from there, we will progressively introduce further AI capabilities into Desktop. This offers opportunities for incremental revenue growth while we continue to build the full AI capability. There is a more important reason for doing this now. The AI we built to improve in Desktop will also transition into Freight AI.
That means that between now and the initial commercial release of our Freight AI in September, our customers will already be using elements of AI capability in their day-to-day operations. They will be testing it on real transactions, give us real-time feedback, and becoming familiar with more automated way of working. So when we begin moving customers to the Freight AI, neither the technology nor the experience of using AI will be entirely new to them. For us, that reduces execution risk. For our customers, it creates a more natural path to the new platform. It also answers the competitive question I raised on the previous slide.
We are continuing to improve the product our customers use today while simultaneously building the platform which they will use tomorrow. That is the connection you see at the bottom of the slide. Build on what works in Desktop, prove the AI in production, and carry the capability into Freight AI. That is how we protect the customer base today while preparing for the future. The second part of the roadmap is Freight AI itself. The foundation is now complete. We have re-engineered the existing platform into a modern technology stack while preserving the freight and customs logic that has been built around that for many years.
Importantly, this is not simply a front-end rebuild. We have fundamentally redesigned the underlying architecture, including consolidating infrastructure that was previously duplicated across individual customers. The next phase is core freight, import and export, air and sea, targeted for completion this month, and we are on track. From there, we move into billing and accounting, integrations, and customs connectivity. That phase is critical.
A freight platform is not complete until the customer can run the transaction end to end, invoice their client, understand the cost of the job, and see their margin. It also needs to connect into the wider freight ecosystem, including accounting platforms, customs, carriers, and other third parties. The final phase is testing, controls, and implementation, which will lead into the initial commercial release in September 2027.
That is why we are not releasing Freight AI earlier. There is also an important practical consideration around migration. In Australia, customs certification means customers cannot simply split their customs operations between Desktop and Freight AI. Migration requires a controlled cut-over. That means that getting the platform right before migration is essential. It connects directly to the previous slide. While we build Freight AI, we continue to improve Desktop and introduce AI capabilities there.
Our customers get value now, we prove the AI in production, and we carry both the capability and the learning into Freight AI ahead of migration. Before I close, I want to bring you up to date on our most recent trading performances for the first quarter in FY 2027. The headline for me is straightforward. Our customers are staying, and they are spending more with us. Our trading revenue was NZD 2.7 million, which is up 18% on the same quarter last year, and annual recurring revenue reached NZD 10.4 million, which is up 17%.
Customer retention improved to 90%, but perhaps the most important number on the slide are the increases in average revenue per customer. Average revenue per shipper increased by 20%, and average revenue per freight forward increased by 19%. That is exactly what our strategy calls for. Deeper relationships and greater value from the customer base which we already have. Importantly, we are maintaining that growth without sacrificing margin. Gross margin remained at 63%. The revenue base remains diversified, with no single customer accounting for more than 4.6% of revenue.
We are entering this next phase from a position of growing recurring revenue, strong customer retention, and increasing value per customer, and we intend to build on that. To summarize, let me take you through our outlook for the remainder of this financial year. The Australian market continues to present a significant long-term growth opportunity for TradeWindow, and we remain focused on expanding our customer penetration in that market. Our pipeline remains healthy, and we continue to see opportunities for both new customers and increased spend from our existing customer base.
At the same time, we continue to invest in new features, workflows, enhancements, and capabilities across our existing products, supporting customer retention and growth while we build the Freight AI. As I have outlined today, Freight AI remains on track with initial commercial release targeted for September 2027. From a financial perspective, we expect FY 2027 revenue growth of 13%-18%. Importantly, we are tracking against our plan to approach EBITDA breakeven in FY 2027 while continuing to fund the development of Freight AI.
We expect to have sufficient capital to fund our business operations and execute the plan which we outlined today. As we look at the remainder of FY 2027, our priorities are clear. Continue growing revenue, convert opportunities in our pipeline, maintain discipline around cost and capital, progress towards EBITDA breakeven, and deliver against the Freight AI roadmap. We have made good progress, but there is still a great deal to execute on. Thank you for your continued support in TradeWindow. I also look forward to your questions. With that, I would now like to hand back to Alasdair.
Thanks, Dewald. We would now be pleased to take shareholder questions, specifically on the Chair's address and the annual meeting presentation. Richard, have we got questions?
Yes. The first question, Alasdair, is New Zealand is part of the Digital Economy Partnership. How are you taking advantage of this? This is coming from Mr. Yeo, a shareholder.
I might throw that one to Dewald.
Look, we are always looking at ways to enhance and entertain certain partnerships, because we are in that market of software development. That is significant for us, and we will obviously develop with that in mind.
That is the end of the questions. Is there any comment on the downside effects from the Iran-U.S. war upon the likes of TradeWindow? This is from John O'Brien, a shareholder.
Dewald?
Yeah. We haven't seen any side effects on TradeWindow currently, and that is reflected in our financials. No negative downside.
There was another question from the management accounts for July and August 2026. What was the year-on-year revenue and EBITDA changes?
Deidre, can you maybe assist with that one? You are on mute, Deidre.
Sorry. Richard, could you repeat that question?
Yes. It is just a question and I am not sure whether we will disclose it, but it is just management accounts July and August 2026. What was the year-on-year revenue and EBITDA changes?
Yes, Richard. We have not disclosed those publicly yet.
Yeah.
But what I can say is that we are on track to guidance, and that's the revenue growth, the improvement in EBITDA, and the cash flow management, and cash in the bank. We'll be releasing our half-year update dashboard towards the end of October and the full financial statements at the end of November.
Good. The rest of the questions relate to the resolutions, Alasdair. Well, there's one other question that's just come in. It concerns whether there's any indication of potential share sell downs from AJ Smith.
Look, AJ transferred the majority of his shareholding to his ex-wife as part of a relationship property settlement. That was reported to the NZX in August, and I'm not going to comment any further on that.
There is another question here. Given the repeated capital raises and dilution, AJ's loan default and significant share sales, what evidence can you give shareholders that the Board has exercised effective control and oversight?
We are doing everything we can, I can assure you of that. There's no question that the continued selling down has depressed the share price more than anything else. I would just point out that default is possibly a strong word to use in the context of the loan, but I'm not going to go any further than that.
That appears to be the last of general questions, Alasdair, and we can probably move on to the resolutions.
Okay. Thank you for that, Richard. We now move to the formal resolutions set out in the notice of meeting. Each resolution is an ordinary resolution and will be decided by a simple majority of votes cast by shareholders entitled to vote. Resolution one relates to the auditor's remuneration, and I propose that in accordance with Section 207S of the Companies Act 1993, the board be authorized to fix the remuneration of the company's auditor, UHY Haines Norton Sydney, for the ensuing year. Are there any questions or comments on resolution one?
We've got one question, Alasdair. Questioning the identity of the auditors, UHY Haines Norton. The question is, what other public companies do they audit? What is TradeWindow's history with the firm? Why is a New Zealand domiciled company like TradeWindow audited out of Sydney? And finally, there's a lot of questions here. Also, when did we last tender the external audit? And when is TradeWindow likely next to tender it?
Okay. So in terms of when were they appointed, we are now on the third audit with UHY Haines Norton. So we went to the market three years ago. In terms of rotation, certainly there is a requirement for the partner to rotate at a minimum every five years. I think we have Matt from UHY Haines Norton online. Perhaps, Matt, you might like to talk a bit about UHY Haines Norton listed company experience.
We have at the moment 10. So we have six ASX-listed companies and four NZX-listed companies, and they range from small market cap, NZD 10 million-NZD 20 million, all the way up to NZD 400 million. So we are experienced in doing listed companies and companies with complex accounting matters. That is what I would comment on that.
Thank you, Matt. Did that cover it all, Richard?
Yes. That is the last question on resolution two. I believe we are ready to move to the next resolution.
Well, we will move to resolution two, which is that in accordance. Well, resolution two seeks approval to increase the maximum aggregate annual remuneration payable to non-executive directors from NZD 500,000- NZD 700,000. The increase provides for the appointment of two Australian-domiciled Independent Directors and allows the fees paid to the two existing Independent Directors to be brought towards the market rate for comparable ASX-listed companies.
I propose that in accordance with NZX Listing Rule 2.11.1, the maximum aggregate annual remuneration payable to Non-Executive Directors be increased from NZD 500,000- NZD 700,000. Directors and their associated persons are disqualified from voting in favor of this resolution. As Chair, I intend to abstain from voting any undirected proxies on resolution two. Are there any questions or comments?
The first question comes from Stephen Mayne, asking, given the recent share price fall and the reduction in the market capitalization, NZD 700,000 seems a lot in terms of the Non-Executive Director fee cap. Has there been much pushback on the proposed 40% increase in the fee cap from individual investors, and what is the proxy position?
The first point I would make is that we are still within our existing fee cap. This is simply trying to give ourselves some headroom for future increases in either the size of the Board, depending on what happens with a primary listing in Australia. It just gives us a bit of breathing space over the next two to three years. So, that is where we are at. Sorry, what was the rest of the question?
It was really the proxy position, Alasdair, but I would point out the proxy position is detailed at the end of the meeting as well.
Yeah. These will go up on a slide once you are all asked to vote.
There are outstanding proxies from the New Zealand Shareholders' Association in relation to Director resolutions. I suppose it can come here. The strategic direction of the company is likely to be well served by the location of the Directors. Actually, I am sorry, Alasdair , I am going to delay that question for the moment. Returning to Director fees, why should shareholders approve higher director remuneration after such poor shareholder returns rather than refresh the Board with Directors who bring the capabilities now required?
Well, I think we have significantly refreshed the Board. It will be an ongoing process. There is virtually nothing that the Board can do around the behavior of some shareholders, and that has the biggest impact on share price. We are focused on what we can control and determined to continue to grow the business successfully by being absolutely indispensable to our customers.
There is another question from the New Zealand Shareholders' Association. Why did TradeWindow not publish a benchmarking report to support this resolution?
To be honest, if we had a bit more time to go through the process, it would have happened. We did our benchmarking as part of the appointment process for the Australian-based non-executives, and at that point it was confidential.
Good. That appears to be all the questions on the fee pool, Alasdair.
Okay, so moving on to resolution three. Susan Beling was appointed to the Board on August 21, 2026 and now stands for re-election. Susan brings more than 20 years of experience in logistics, supply chain, and technology-enabled service delivery, including 11 years as Chief Executive Officer of efm Logistics. Susan, I now invite you to address the meeting.
Good afternoon. I am delighted to have joined the TradeWindow Board at such an important moment in the company's development, and I am asking for your support for my election as an Independent Director. I bring more than 20 years experience across logistics, supply chain, and technology-enabled services, including 11 years as a Chief Executive of efm Logistics. I know how powerfully the right technology can transform complex supply chains.
TradeWindow already has something exciting, a complete platform used every day in the critical path of its customers' shipments. TradeWindow is number one in New Zealand shipper segment and is building strongly in Australia and has a real opportunity to take the platform further. If elected, I will bring an independent, practical, and commercially focused perspective as we pursue that growth, advance Freight AI, and work towards a primary ASX listing. I am genuinely excited about what lies ahead and my contribution to that journey. Thank you for your consideration. I would be pleased to have your support.
Thank you, Susan. I propose that in accordance with the company's constitution and NZX Listing Rule 2.7.1, Susan Beling be re-elected as a director of the company. The Board consider, sorry. The Board considers Susan to be independent and recommends that the shareholders vote in favor. Are there any questions or comments?
There is a question from the New Zealand Shareholders' Association. The strategic direction of the company is likely to be well-served by the location of the Directors proposed for election. However, can TradeWindow articulate more clearly the skills required to govern the company, and how do all Directors relate to those skills?
Well, I am going to talk specifically to the appointments of Susan and Brodie. We went looking for people with very deep freight forwarding experience and genuine standing within that community in Australia, and who could bring a wealth of knowledge to assist us in making sure that we stayed consistently viable and relevant to our customer base, particularly in our fastest-growing part of the market, which is Australia, and to bring their independent skills and experience and their connections to the Board. We saw a significant gap in our existing Board in that we did not have the depth of experience in freight forwarding. We have remedied that.
Great. The next question really relates to both this and the next resolution. The use of the terminology of re-election in both the notice of meeting and on the slides. Is there any reason for that? The other question is related to this is, which recruitment firm assisted with the appointments of Susan and Brodie, and did any know of any directors before engaging with the recruitment process?
I am not going to disclose the firm that we used. But in terms of the wording, if we got it wrong, I will apologize. But I always thought that once we had appointed someone to the Board, that they then stood for re-election. That has always been my understanding.
Good. That is the last of the questions in relation to this resolution, Alasdair.
Well, thank you. Now I move on to resolution four. Brodie Collins was appointed to the Board on August 21, 2026 and now stands for re-election. Brodie is Group Chief Strategy Officer of Mondiale VGL, and brings more than 26 years of shipping and logistics experience across Australia and New Zealand, including extensive experience in strategy, mergers and acquisitions, and commercial execution. Brodie, I now invite you to address the meeting.
Good afternoon. I am excited to be standing for election as an Independent Director of TradeWindow at a time when the company has a clear strategy, strong customer loyalty, and a significant opportunity ahead. I have spent more than 26 years in shipping and logistics across Australia and New Zealand, with experience spanning freight forwarding, strategic client solutions, commercial management, ocean freight procurement, and mergers and acquisitions.
In my current role as Group Chief Strategy Officer of Mondiale VGL, I work at the intersection of strategy, operations, and growth, and I can see the potential in a platform already deeply embedded in the daily operations of hundreds of customers. TradeWindow has a strong position in New Zealand, momentum in Australia, and an ambitious plan to apply AI across the freight transaction, not simply bolted onto one part of the process. I will contribute an independent industry perspective, a sharp focus on customers and execution, and a commitment to turning that opportunity into disciplined, sustainable growth. I am very pleased to be part of the journey. Thank you. I ask for your support.
Thank you, Brodie. I propose that in accordance with the company's constitution and NZX Listing Rule 2.7.1, Brodie Collins be re-elected as a Director of the company. The Board considers Brodie to be independent and recommends that shareholders vote in favor. Are there any questions or comments?
The first really relates. There are, Alasdair . There is a couple of questions, and the two are related. Brodie is a senior executive with Mondiale VGL. Did the board consult any freight forwarder customers before making this appointment? Have any customers raised any concerns?
Short answer is we did not consult with freight forwarder customers. I have no regrets about that, and to the best of my knowledge, we've had no concerns raised.
There is a direct question for Brodie. Is there a risk of conflict of interest between your executive role at Mondiale and your governance role at TWL?
Thank you. Good afternoon. That was a big consideration, obviously, before considering the appointment, and there are assessments that have taken place before my Mondiale VGL also approved the appointment, and guardrails that we've put in place if there were any conflicts that were perceived to come into play. At the moment, no, there aren't any because of my role and the governance that we have in decision-making.
Thanks, Brodie.
That's the last of the questions on this resolution, Alasdair.
Okay. I'll now move on to resolution five. Andrew Balgarnie was appointed to the board on September 14th, 2026 and now stands for re-election. Andrew has been part of TradeWindow's leadership since 2019, serving senior operating revenue and strategy roles and as the company secretary. He's led important capital markets activity, including TradeWindow's NZX compliance listing and ASX foreign exempt listing. Andrew, I now invite you to address the meeting.
Good afternoon. I'm Andrew Balgarnie. I've been part of TradeWindow's leadership since 2019, and I value the opportunity to stand for election as an Executive Director. In that time, I've served as Chief Operating Officer, Chief Revenue Officer, Chief Strategy Officer, and Company Secretary. I've helped take TradeWindow from concept to the business we have today. That's meant establishing our core operating systems and processes, helping acquire the businesses that became the cornerstone of our product suite, leading the capital raises in our listings on the NZX and ASX, along with building our investor relations capability.
Over the years, I've seen TradeWindow establish a leading market position, deepen its value to customers, and steadily narrow the path to profitability. I know TradeWindow's business, the people, and the markets well. Through my investor relations and capital markets work, I've also come to know many of you, our shareholders. I want to ensure your expectations of the company are heard at the Board table. It's a perspective that both the Board and I value as we oversee the execution of the strategy.
I believe the next phase will be transformational for TradeWindow. We have momentum, an installed customer base that new entrants cannot easily replicate, and a compelling opportunity in Australia and beyond. I'll bring energy, continuity, and experience in strategy and capital markets as we execute the strategy designed to build shareholder value. Thank you for your ongoing support.
Thank you, Andrew. I propose that in accordance with the company's constitution and NZX Listing Rule 2.7.1, Andrew Balgarnie be re-elected as a Director of the company. Our Board recommends that shareholders vote in favor. Are there any questions or comments?
There are no questions on this resolution, Alasdair.
Cool. Thank you very much, Richard. We'll now put up the votes cast ahead of the meeting. That should answer the question raised earlier about the proxies and so on. Voting remains open while we move on to any other business.
There is a question from Olga Efimova. What incentives are used to retain key staff?
I will chuck that one straight to Dewald .
We have submitted a proposal to the Board about STIs and LTIs. Currently, unfortunately, there is no LTI incentives in place, but that is something that has been actively discussed with the Board to make sure we retain our existing staff.
The next question comes from Stephen Mayne. Will the move of the primary listings of the ASX have any impact on ACCC competition considerations? If WiseTech proposed to buy TradeWindow, WiseTech has grown to be the world's biggest freight software company courtesy of acquisitions. That is the first part of the question. The second part of the question is, what is the full history of discussions between WiseTech and TradeWindow? Finally, why are they so much bigger than TradeWindow? There is a lot there.
Oh, dear. Okay. In terms of will it have an impact if we move primary listing to Australia, the reality is, irrespective of where we are in Australasia, the ACCC would take a pretty dim view of WiseTech trying to acquire TradeWindow. As I said, it does not matter at all which jurisdiction we are in. What is the second part of the question? Oh, what discussions have we had with them? Very little. We have had informal discussions off and on various topics, but none recently. Finally, why are they so big? They have been going a long time, and I am not going to comment on my views on their value. They have done a good job.
Great, there's one more question on the cost of the ASX listing to shareholders. This again comes from Olga Efimova. The question is focused on listing costs and the measurable benefits to justify that cost.
I don't have the final costs to hand, and I would point out we actually haven't got a clearance from ASX. We haven't formally applied yet. I think between Dewald and I, we covered pretty strongly our rationale for moving primary listing to where the market growth is going to occur. So there is a fairly compelling reason, in terms of the size of the investor pool, the much better understanding of the market in which we operate, and people with clear mandates, investors with clear mandates to invest in businesses like ours. But they're often stopped from doing it because we have a primary listing in New Zealand.
Great, that is the last of the questions. Alasdair.
Thank you, Richard. I intend to close the voting shortly. Please submit or amend your votes now. Voting is now closed. On behalf of the Board, thank you for attending today's meeting and for your continued support of TradeWindow. The poll results will be announced to the NZX and ASX following the meeting. Thank you. I now declare the meeting closed.