REG - Windward Ltd. - Grant of Restricted Share Units

WindwardAnnouncement

29/09/2022 14:15

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RNS Number : 2102B  Windward Ltd.  29 September 2022

29 September 2022

 

Windward Ltd.

("Windward", "the Company")

Grant of Restricted Share Units

Windward (https://windward.ai/)  (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 (https://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  Options over ordinary shares of NIS 0.002 each

      Identification code                                          ISIN IL0011809428

 (b)  Nature of the transaction                                    Award of RSUs
 (c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                   1 Nil       48,387
                                                                   2 Nil       115,000
                                                                   3 Nil       90,000
                                                                   4 Nil       80,000
                                                                   5 Nil       19,355
                                                                   6 Nil       19,355
                                                                   7 Nil       19,355
                                                                   8 Nil       19,355
 (d)  Aggregated information

      -  Aggregated volume                                         410,807

      -  Price                                                     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

(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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