Windward Regulatory News (WNWD)

8 December 2022

The following amendments have been made to the 'Appointment of IBI Trust Management / TVR' announcement released on 29 November at 12:44 pm under RNS Number: 9619H. Update of number of granted restricted stock units to 1,968,807. As a result, 8,657,873 Ordinary Shares are under option pursuant to the Share Option Scheme, and 6,858,715 Ordinary Shares remain unallocated. Date of admission of the new Ordinary Shares has been amended to 9 December 2022. All other details remain unchanged. The full amended text is shown below.

Windward Ltd.

("Windward", "the Company")

Appointment of IBI Trust Management as Supervisory Trustee for the Company's Share Option Scheme

Windward (LSE: WNWD), the leading Maritime AI™ company, announces today that it has appointed IBI Trust Management to act as supervising trustee in relation to the Company's share option scheme, replacing Altshuler Shamam Trusts Ltd.

As set out in the Company's admission document dated 30 November 2021, the Company established a share option scheme in June 2021 for eligible employees, executive officer, non-executive directors and consultants, for the award of share options and restricted stock units (the "Share Option Scheme"). As at 6 December 2021 (being the date of admission of the Company's shares to trading on AIM, the "IPO"), the Company had reserved 17,533,254 ordinary shares of nominal value NIS 0.002 each (the "Ordinary Shares") following the exercise of options at IPO, for the purposes of the issuance of options under the Share Option Scheme and for the purposes of any other share option schemes which have been or may be adopted by the Company in the future. As at 6 December 2021, 9,750,114 Ordinary Shares were under option pursuant to the Share Option Scheme, and 7,783,140 were unallocated.

Since the IPO, a total of 2,016,666 share options have been exercised, a total of 1,044,382 share options have been cancelled and the Company has granted 1,968,807 restricted stock units and no further share options. As at the date of this announcement 8,657,873 Ordinary Shares are under option pursuant to the Share Option Scheme, and 6,858,715 Ordinary Shares remain unallocated.

In order to facilitate the issuance of shares to the relevant employee or director following the exercise of share options and/or vesting of restricted stock units, the Company has today issued a total of 2,000,000 Ordinary Shares to IBI Trust Management (the "Pool Shares"). The Pool Shares issued to IBI Trust Management will be held in trust by IBI Trust Management solely to be used to satisfy exercise of options and/or vesting of restricted stock units that the Company believe will vest and/or will become exercisable before 31 December 2023 under the Company's Share Option Scheme. IBI Trust Management have agreed not to exercise voting rights or dividend rights on the Pool Shares, for as long as they are held by IBI Trust Management. Once transferred by IBI Trust Management to the relevant employee or director following the exercise of share options and/or vesting of restricted stock units, those Pool Shares transferred will carry ordinary voting and dividend rights and rank pari passu with the existing issued Ordinary Shares of the Company in all respects.

Periodically, as further options and/or restricted stock units vest and become exercisable under the Share Option Scheme, the Company may issue further new Ordinary Shares to IBI Trust Management in order to satisfy any option exercises and/or vesting of restricted stock units that may occur from time to time.

Admission and Total Voting Rights

Application has been made for the admission of 2,000,000 new Ordinary Shares in the Company to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that trading in the new Ordinary Shares will commence at or around 8.00 am on 9 December 2022. As noted above, until they have been transferred by IBI Trust Management to relevant the relevant employee or director following the exercise of share options and/or vesting of restricted stock units, such new Ordinary Shares will not carry any voting rights or dividend rights.

On Admission, the total number of Ordinary Shares in the Company will be 85,654,304. The Company does not currently hold any Ordinary Shares in treasury. Therefore, from Admission, the total number of voting rights in the Company will be 85,654,304, which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.

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About Windward

Windward (LSE:WNWD), a publicly-traded company on the London Stock Exchange, is a leading Maritime AI company, enabling organisations to achieve business and operational readiness. Windward's AI-powered solution allows stakeholders including banks, commodity traders, insurers, and major energy and shipping companies to make real-time, predictive intelligence-driven decisions, providing a 360° view of the maritime ecosystem and its broader impact on safety, security, finance, and business. For more information visit: https://windward.ai/.