FOR IMMEDIATE RELEASE.

12 March 2025

Windward Ltd.

("Windward" or the "Company")

Withholding Tax, Settlement and Timetable Update

Windward is pleased to provide the following update in relation to the recommended cash acquisition of Windward by Octopus UK Bidco Limited, indirectly controlled by FTV VIII, L.P. and its affiliates (the "Acquisition").

Withholding tax

As explained in the information statement posted to Windward Shareholders on 6 January 2025 (the "Information Statement"), generally, payment of the Merger Consideration (as defined in the Information Statement and being 215 pence per Windward Share in cash, without any interest thereon and subject to withholding of any applicable taxes and social security contributions) for the Windward Shares will be subject to Israeli withholding tax. However, the Company has obtained a withholding tax ruling (the "Tax Ruling") from the Israel Tax Authority ("ITA") which provides that, for non-Israeli resident Windward Shareholders who:

(i)   hold their Windward Shares in uncertificated form;

(ii)  acquired their Windward Shares on or after the Company's initial public offering on AIM (i.e. on or after 6 December 2021);

(iii) beneficially own, directly or indirectly, less than 5% of the Windward Shares in issue; and

(iv) are entitled to receive Merger Consideration of US$500,000 (to be converted into pounds sterling applying such exchange rate as published by the Bank of Israel on the date of completion of the Acquisition) or less,

no Israeli tax shall be withheld from their Merger Consideration (such Windward Shareholders being "Qualified Windward Shareholders"). 

To the extent entitled, in order to qualify for an exemption from Israeli tax withholding under the Tax Ruling, Qualified Windward Shareholders must complete and sign a declaration form in the form prescribed by the ITA (the "Declaration Form"). Certain Qualified Windward Shareholders will also be required to provide additional information and documentation in accordance with the instructions of the ITA and as set out in the Tax Ruling. The Declaration Form must be completed by the ultimate beneficial holder of the Windward Shares to which it relates, except for Windward Shares that are held by an Israeli bank, broker or financial institution, in which case the declaration must be completed by such Israeli bank, broker or financial institution.

Tax Portal

The Company has engaged Computershare Investor Services plc ("Computershare") to establish a website portal (the "Tax Portal") to help facilitate this process. The Tax Portal will allow Qualified Windward Shareholders to complete the Declaration Form and submit supporting documentation on-line.

Brokers will need to access the Tax Portal to create a link so they can send it to their underlying clients. Brokers will need to register with Computershare for access via the link below. Computershare will email detailed instructions on how to navigate the Tax Portal and how to submit a USE instruction in CREST. These will come from the dedicated email address windwardltdscheme@computershare.co.uk.

The Tax Portal can be accessed at https://windward.taxcertificationportal.com/ and will go live at 9.00 a.m. (London time) on 19 March 2025, assuming the Merger becomes effective on 18 March 2025. If there are any delays to the effective date of the Merger or the date the Tax Portal will go live, the Company will make a further announcement.

Windward Shareholders entitled to receive in excess of US$500,000

Windward Shareholders who are entitled to receive Merger Consideration in excess of US$500,000 (to be converted into pounds sterling applying such exchange rate as published by the Bank of Israel on the date of completion of the Acquisition) ("Significant Shareholders"), will be required to provide a withholding tax exemption certificate issued by the ITA ("Tax Exemption Certificate"), for no Israeli tax to be withheld from the Merger Consideration due to them in the Acquisition.

The Company has arranged for its tax adviser, PwC Israel ("PwC"), to assist Significant Shareholders (at the Company's cost) with applying for a Tax Exemption Certificate from the ITA. Significant Shareholders are encouraged to contact PwC at the following email address for further information: kfir.mualem@pwc.com.

Beneficial Depositary Interest Holders

Once the broker has registered with Computershare, as set out above, the broker should contact their underlying client (being the beneficial owner of the Depositary Interest), and supply a unique website link which the beneficial holder can access to complete their Declaration Form and upload relevant supporting documents.

The Declaration Form and supporting documentation must be submitted by no later than 9 September 2025 (assuming completion of the Acquisition on 18 March), otherwise Computershare may transfer the Merger Consideration to the relevant Depositary Interest Holder less the maximum Israeli withholding tax rate (currently 25%).

Registered Shareholders

By 19 March 2025, the Company intends to send each registered holder of a Windward Share whose shares are held in certificated form ("Registered Shareholders"), a letter of transmittal setting out the procedure for confirmation of ownership of their Windward Shares, as well as important tax information.

Registered Shareholders will be required to provide a Tax Exemption Certificate for no Israeli tax to be withheld from the Merger Consideration due to them in the Acquisition.

The Company has arranged for PwC to assist Registered Shareholders (at the Company's cost) with applying for a Tax Exemption Certificate from the ITA. Registered Shareholders are encouraged to contact PwC at the following email address for further information: kfir.mualem@pwc.com.  

The Tax Exemption Certificate must be submitted by no later than 9 September 2025 (assuming completion of the Acquisition on 18 March), otherwise Computershare may transfer the Merger Consideration to the relevant Registered Shareholder less the maximum Israeli withholding tax rate (currently 25%).

Holders of Windward Shares received following exercise or vesting of Company Equity Awards

The Tax Ruling will not apply to Windward Shares received following the exercise or vesting of Company Equity Awards (as defined in the Merger Agreement). The Company has obtained an interim ruling from the ITA (the "Interim 102 Tax Ruling") which provides for Israeli tax withholding treatment with respect to the Merger Consideration payable to Windward Shareholders who hold Company 102 Shares (as defined in the Merger Agreement). The Interim 102 Tax Ruling also provides for Israeli tax withholding treatment with respect to the Merger Consideration payable to participants who were granted Company 102 Equity Awards or Company 3(i) Equity Awards (each as defined in the Merger Agreement) under the Windward Share Incentive Plans.

In addition, the Company has obtained a specific withholding tax exemption from the ITA which provides that no Israeli withholding tax shall apply to Merger Consideration payable to non-Israeli resident Windward Shareholders who received their Windward Shares following exercise or vesting of Company Equity Awards.

IBI Trust Management ("IBI"), who has been appointed as the sub-paying agent in connection with the Acquisition, will be contacting all Windward Shareholders who received their shares following exercise or vesting of Company Equity Awards, with instructions on what action they need to take in order to receive their Merger Consideration.

Please note that PwC's services, as set out above, are not being provided pursuant to an engagement with Computershare, IBI or Bidco, and none of the above shall have any responsibility to any party in relation to such services.

Settlement update

To assist with the distribution of the Merger Consideration to Windward Shareholders, Windward has appointed Computershare as the paying agent for the Acquisition and IBI as the sub-paying agent.

Once a Qualified Windward Shareholder has properly completed their Declaration Form and provided all required supporting documentation, or a Significant Shareholder or Registered Shareholder has properly provided their Tax Exemption Certificate, Computershare will make payment of the Merger Consideration (subject to Israeli tax withholding, if applicable) to that Windward Shareholder at the next available settlement cycle following receipt and approval of their Declaration Form or Tax Exemption Certificate (as applicable). Computershare expects to make settlement of the Merger Consideration on a weekly basis.

It is anticipated that the first settlement payment will occur two weeks after closing of the Acquisition. For Windward Shareholders holding Windward Shares as Depositary Interests (that is, in CREST) payment of the Merger Consideration will be effected through CREST. Payment to registered holders of Windward Shares will be made via cheques.

All Merger Consideration that remains unclaimed by registered holders of Windward Shares one year after the date of completion of the Acquisition will be retained by the Company.

Timetable update

Due to the delay in receiving the Tax Ruling and the co-ordination of the completion mechanics, completion of the Acquisition will not take place on 13 March 2025 (as previously indicated in the Information Statement). Instead, the Company expects the following timetable of principal events to completion of the Acquisition:

Notes:

1.     Subject to fulfilment or waiver of all conditions to completion of the Acquisition, as set out in Part 5 of the Information Statement, and issuance of the merger certificate on such date by the Israeli Companies Registrar.

2.     The timing for actual payment is subject to satisfaction of certain requirements to be specified following Completion of the Merger, including applicable tax requirements and delivery procedures.

3.     The times and dates in the timetable above are indicative only. If any of the above times and/or dates change, the revised times and dates will be notified to Windward Shareholders by an announcement through a regulatory information service recognised by the London Stock Exchange. All times are London times.

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.