NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

FOR IMMEDIATE RELEASE.

11 February 2025

Windward Ltd.

("Windward")

Results of Extraordinary General Meeting and withholding tax update

On 24 December 2024, the boards of directors of Windward Ltd. ("Windward") and Octopus UK Bidco Limited ("Bidco"), a wholly-owned subsidiary of FTV VIII, L.P. and its affiliates, announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Windward (the "Acquisition").

Windward is pleased to announce that the Acquisition was today approved at the Extraordinary General Meeting ("EGM") of the Windward Shareholders by a majority of 96.96% of the votes cast at the EGM, representing 81.25% of Windward's total voting rights. The approval satisfies the voting threshold requirements for the approval of the Acquisition: the affirmative vote of holders of a majority of the voting power of Windward entitled to vote and actually voting on the Acquisition, excluding the vote of any Bidco affiliate (to the extent applicable).

The table below sets out the results of the voting at the EGM. As at 6.00 p.m. on 6 February 2025, being the record time and date for eligibility to vote at the EGM, Windward had 88,654,304 Ordinary Shares in issue, each carrying one vote and therefore the total number of voting rights in respect of the EGM was 88,654,304.

 * Rounded to the nearest whole number.

** Votes 'For' and 'Against' are expressed as a percentage of the total votes received. Votes 'Withheld' are not a vote in law and have not been counted in the calculation of the votes 'For' and votes 'Against' the resolution or the total number of votes validly cast.

Full details of the resolution are set out in the Notice of Extraordinary General Meeting contained in Part 9 of the Information Statement.

Completion of the Acquisition remains conditional on satisfying and/or waiving a number of other conditions as detailed in the Information Statement posted to Windward Shareholders on 6 January 2025. It is expected that these conditions will be satisfied, and Completion of the Acquisition will take place, in March 2025[1].

Withholding tax update

Further to the Information Statement posted to Windward Shareholders on 6 January 2025, Windward confirms that it has filed an application with the Israel Tax Authority for a ruling that will provide a mechanism via which a non-Israeli resident Windward Shareholder (other than certain Windward Shareholders, including holders whose shares are held in certificated form, holders who own 5% or more of the shares of Windward, and holders who receive Merger Consideration in excess of USD 500,000) that has no connection to Israel may provide certain declarations/documents (to be determined) that will be sufficient to ensure that no Israeli withholding tax shall be applicable to such Windward Shareholder's portion of the Merger Consideration (as defined in the Information Statement). Windward Shareholders who will be excluded from the ruling (as described above) will be required to provide a withholding tax exemption certificate issued by the ITA, for no Israeli tax to be withheld from the Merger Consideration due to them in the Acquisition.  A further announcement will be made in due course. 

Capitalised terms used in this announcement have the meaning given to them in Windward's announcement of 24 December 2024, unless the context requires otherwise. 

- Ends -

For more information, please contact:

About Windward

Windward (LSE:WNWD), is a leading Maritime AI™ company, providing an all-in-one platform to accelerate global trade. Windward's end-to-end AI-powered software solution aims to provide real time information and insights on vessels and activities at sea, enabling stakeholders within the maritime eco-system to make intelligence-driven decisions to manage risk and achieve business and operational efficiency.

Windward's Maritime AI supports companies across industries. The company's clients range from oil supermajors, freight forwarders, and port authorities, to banks, shippers, insurers, and governmental organizations.

For more information visit: https://windward.ai/.

IMPORTANT NOTICE

Goldman Sachs Israel LLC, Tel Aviv Branch ("Goldman Sachs") is acting exclusively for Windward as its financial adviser and no one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Windward for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the Acquisition or any other matter or arrangement referred to in this announcement.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Windward as its nominated adviser and broker and no one else in connection with the Acquisition and will not be responsible to anyone other than Windward for providing the protections afforded to clients of Canaccord Genuity or for providing advice in connection with the Acquisition or any other matter or arrangement referred to in this announcement.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.