Director/PDMR Shareholding

Windar Photonics PLC

15 September 2026

 

15 September 2026

("Windar" or the "Company")

Grant, Cancellation of Options and Related Party Transaction

Windar Photonics plc (AIM: WPHO), the wind energy technology company specialising in LiDAR-based wind measurement and turbine performance optimisation, announces the adoption of a new share option plan (the “Plan”), the cancellation of options previously granted to Andreas Berg Nielsen, Chief Executive Officer, and the grant of new options to him under the Plan (together, the “Proposals”). As Andreas is a Director of the Company, the grant and cancellation of options described below constitute a related party transaction under AIM Rule 13.

Background

Andreas was appointed Chief Executive Officer effective 1 June 2026 and shortly afterwards, was granted options over 2,554,191 Ordinary Shares (the “Previous Options”) at an exercise price of 27.25 pence per share, as announced on 3 July 2026.

On 17 June 2026, the Company announced certain potential accounting irregularities had been identified and the shares of the Company were subsequently suspended. This culminated in a forensic investigation and equity fundraising at 5 pence per Ordinary Share.  The Remuneration Committee has concluded that the Previous Options, which carry an exercise price significantly above the current share price, no longer provide an effective retention or incentivisation instrument for the Chief Executive Officer. Accordingly, the Board has resolved to cancel the Previous Options and to grant new options to the Chief Executive Officer under the Plan (the “New Options”), calibrated to the Company's current share price and enlarged share capital.

Cancellation and Grant of Options

On 14 September 2026, the Company cancelled the Previous Options in their entirety, and the Chief Executive Officer agreed to their cancellation with immediate effect. On the same date, the Company granted the New Options to the Chief Executive Officer under the Plan.

The New Options are over 13,779,310 Ordinary Shares, at an exercise price of 5 pence per share, being the issue price at which the Company's recent fundraising was undertaken. The number of New Options has been calculated so that their aggregate exercise value carries the same multiple of annual base salary (translated from Danish Kroner into Sterling at the prevailing exchange rate as at the date of formal grant), that applied to the grant of the Previous Options.

For the purposes of determining vesting, the holding period and the application of malus and clawback provisions, the effective grant date of the New Options is treated as 1 June 2026, such that the New Options will vest in full on 1 June 2029, subject to a holding period under which the New Options will be released, and become exercisable, on the fourth, fifth and sixth anniversaries of grant in equal tranches. 

Details of the New Options granted and the Previous Options cancelled are set out below:

Director	Number of New Options granted	Exercise price of New Options granted	Number of Previous Options cancelled	Total number of options held following the grant and cancellation of options
Andreas Berg Nielsen, CEO	13,779,310	5p	2,554,191 (at 27.25p)	13,779,310

Related Party Transaction

As Andreas Berg Nielsen is a Director of the Company, the grant of the New Options and the cancellation of the Previous Options constitute a related party transaction for the purposes of AIM Rule 13. The independent Directors of the Company, being David Lis, Gavin Manson, Paul Hodges and Tove Feld, consider that the terms of the Proposals are fair and reasonable insofar as the Company's shareholders are concerned.

For further information, please contact:

Windar Photonics plc
David Lis, Non-Executive Chairman Tove Feld, SID and RemCo Chair	Via Novella
Zeus (Nominated Adviser and Broker)
David Foreman / James Bavister (Investment Banking)	Tel: [phone]
Nick Searle (Head of Equity Capital Markets)
Novella Communications
Tim Robertson / Oliver Norton	Tel: [phone]

Further information on the Company can be found on its website at: https://windarphotonics.com/

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1)      Andreas Berg Nielsen
2	Reason for the notification
a)	Position/status	1)       Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Windar Photonics plc
b)	LEI	2138003JZZMKJGOOCR02
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 1 penny each ISIN: GB00BTFR4F17
b)	Nature of the transaction	Grant and cancellation of options
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil (granted) Nil (cancelled) 13,779,310  (granted) 2,554,191  (cancelled)
d)	Aggregated information - Aggregated volume - Price
e)	Date of the transaction	[14] September 2026
f)	Place of the transaction	Outside a trading venue

 

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