29 September 2022
Windward Ltd.
("Windward", "the Company")
Grant of Restricted Share Units
Windward (LON: WNWD), the leading Maritime AI company, announces that the Company has granted 1,798,807 Restricted Share Units ("RSU") to Directors and other employees of the Company, of which 410,807 were granted to Directors and persons discharging managerial responsibilities ("PDMR") as set out in the table below. The intention to grant RSUs to the Chairman and the non-executive directors, including the quantum of such grant, was disclosed in the Company's admission document. The intention to issue RSUs to the executive directors, including the quantum of such grant, was disclosed in the Company's notice of annual general meeting on 11 April 2022.
The RSU entitles the holder to new Ordinary Shares upon the vesting conditions for the RSU being satisfied.
These RSUs (i) have a nominal or nil consideration, (ii) in certain circumstances are subject to certain performance conditions and (iii) vesting is subject to the relevant directors or employees continued employment, or in the case of the Chairman and non-executive directors, continued service.
In relation to Ami Daniel, the RSU has been awarded in two parts: (i) 75% awarded based on achievement of the Company's targets, being pre-defined metrics set by the Board; and (ii) up to 25% assessed against the over-achievement of the Company's targets, being pre-defined metrics set by the Board, and will fully vest following the announcement of the Company's financial results for the year ended 31 December 2022.
In relation to Ofer Segev, the RSU has been awarded in two parts: (i) 50% shall vest over a period of four years commencing on 11 May 2022, as follows: 12.5% upon the expiration of 12 months from 11 May 2022, and the remainder shall vest in 12 equal portions of 3.125% each quarter; and (ii) 50% shall vest upon the achievement of a Company revenue target, being a pre-defined metric set by the Board.
In relation to Matan Peled, the RSU has been awarded based on achievement of the Company's 2022 Targets, being pre-defined metrics set by the Board, and vesting is subject to continued employment and will fully vest following the announcement of the Company's financial results for the year ended 31 December 2022.
In relation to the non-executive directors and the Chairman, vesting of RSUs covered by this grant will take place at the end of 2022.
| Name of Director or PDMR | Number of RSUs granted |
| Lord Browne of Madingley (Chairman) | 48,387 |
| Ofer Segev (CFO) | up to 115,000 |
| Ami Daniel (CEO) | up to 90,000 |
| Matan Peled (Co-Founder and Head of US) | up to 80,000 |
| Guy Mason (NED) | 19,355 |
| Tom Hutton (NED) | 19,355 |
| Stuart Kilpatrick (NED) | 19,355 |
| Shereen Zarkani (NED) | 19,355 |
The RSUs were granted to the executive Directors and the PDMR following the AGM on 11 May 2022. The RSUs were granted to the Chairman and the non-executive directors on 10 July 2022. These RSU grants should have been notified at the time of grant but are being notified today.
For more information, please contact:
| Windward | Via Alma PR |
| Irit Singer, CMO | |
| | |
| Canaccord Genuity (Nominated Adviser & Broker) | +44(0)20 7523 8000 |
| Simon Bridges / Andrew Potts
| |
| Alma PR | +44(0)20 3405 0205 |
| Caroline Forde / Kieran Breheny / Hilary Buchanan | |
About Windward
Windward (LON:WNWD), is the leading Predictive Intelligence company fusing AI and big data to digitalize the global maritime industry, enabling organizations 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. The company is publicly traded on the London Stock Exchange, For more information visit windward.ai .
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||||||||||||||||||||
| (a) | Name | 1. Lord Browne of Madingley 2. Ofer Segev 3. Ami Daniel 4. Matan Peled 5. Guy Mason 6. Stuart Kilpatrick 7. Tom Hutton 8. Shereen Zarkani | |||||||||||||||||||||||||||
| 2 | Reason for the notification | ||||||||||||||||||||||||||||
| (a) | Position/status | 1. Non-Executive Chairman 2. Executive Director (CFO) 3. Executive Director (CEO) 4. Head of US 5. Non-Executive Director 6. Non-Executive Director 7. Non-Executive Director 8. Non-Executive Director
| |||||||||||||||||||||||||||
| (b) | Initial notification/Amendment | Initial notification | |||||||||||||||||||||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||||||||||||||||
| (a) | Name | Windward Ltd. | |||||||||||||||||||||||||||
| (b) | LEI | 213800RP7B4UJ1DDKY67 | |||||||||||||||||||||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||||||||||||||||||||||||||
| (a) | Description of the financial instrument, type of instrument Identification code | Options over ordinary shares of NIS 0.002 each ISIN IL0011809428
| |||||||||||||||||||||||||||
| (b) | Nature of the transaction | Award of RSUs | |||||||||||||||||||||||||||
| (c) | Price(s) and volume(s) |
| |||||||||||||||||||||||||||
| (d) | Aggregated information - Aggregated volume - Price |
410,807 Nil | |||||||||||||||||||||||||||
| (e) | Date of the transaction | 1 10 July 2022 2 11 May 2022 3 11 May 2022 4 11 May 2022 5 10 July 2022 6 10 July 2022 7 10 July 2022 8 10 July 2022 | |||||||||||||||||||||||||||
| (f) | Place of the transaction | Outside a trading venue | |||||||||||||||||||||||||||
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