19 January 2024

Windward Ltd.

("Windward", "the Company") 

Admission and Total Voting Rights

Windward (LON: WNWD), the leading Maritime AI company, announces that the Company has today issued a total of 3,000,000 new non-voting Ordinary Shares to IBI Trust Management (the "Pool Shares").

As announced on 8 December 2022, the Company appointed IBI Trust Management to act as supervising trustee in relation to the Company's share option scheme established in June 2021 (the "Share Option Scheme").

In order to facilitate the issuance of shares to the Company's employees or directors following the exercise of share options and/or vesting of restricted stock units, the Company will shortly issue 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 2024 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.

Since the Company's IPO, a total of 2,295,032 share options have been exercised and 1,087,336 restricted stock units have vested. As at the date of this announcement, 9,849,298 Ordinary Shares are under option, comprising 4,002,819 restricted stock units granted and 5,846,479 unexercised share options. Following the issue of the Pool Shares, the Company has 4,706,286 Ordinary Shares that remain unallocated, and IBI holds a further 3,634,298 Ordinary Shares that are held in trust to satisfy exercise of options and/or vesting of restricted stock units.  

Application will be made in due course for the admission of 3,000,000 new Ordinary Shares in the Company to be admitted to trading on AIM ("Admission"). Following Admission, an updated total voting rights announcement will be issued.  As noted above, until they have been transferred by IBI Trust Management to 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.

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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 .