Retail Offer to raise up to £200k

Windar Photonics plc (AIM: WPHO), a wind energy technology company specialising in LiDAR‑based wind measurement and turbine performance optimisation, is pleased to announce a retail offer via the BookBuild Platform (the "Retail Offer") of new Ordinary Shares of 1 penny each in the capital of the Company ("Ordinary Shares") to raise gross proceeds of up to £200,000. Pursuant to the Retail Offer, up to 4,000,000 new Ordinary Shares (the "Retail Offer Shares") will be made available at a price of 5 pence per Retail Offer Share (the "Issue Price"). The Issue Price represents a discount of approximately 81.1 per cent. to the closing mid-market price of 26.5 pence per Ordinary Share on 17 June 2026, being the last day of trading in the Ordinary Shares on the London Stock Exchange prior to the suspension of trading in the Company's shares from trading on AIM (the "Suspension").

In addition to the Retail Offer, the Company has also announced a Placing and a Direct Subscription, and a Directors' Intended Participation. Full details of the Fundraising, including the background to and reasons for the Fundraising, are set out in the separate announcement released by the Company at 3.21p.m. on 24 August 2026.

For each Retail Offer Share subscribed, a warrant to subscribe for one Ordinary Share will be issued with an exercise price of 10p per Ordinary Share, exercisable for a period of 3 years (the "Fundraising Warrants"). The Fundraising Warrants will not be admitted to trading on AIM.

Completion of the Retail Offer is conditional, inter alia, upon the Placing proceeding, the publication of the Company's audited accounts for the year ended 31 December 2025, the lifting of the Suspension, and Admission. The resolutions relating to the Fundraising, including the issue of the Fundraising Warrants, were duly passed by Shareholders at the General Meeting of the Company held at the offices of Zeus Capital Limited, 12th floor, 125 Old Broad Street, London EC2N 1AR on 7 August 2026 at 10.00 a.m. Subject to the remaining conditions being satisfied, Admission of the Retail Offer Shares is expected to take place at 8.00am on 28 August 2026.

For the avoidance of doubt, the Retail Offer is not part of the Placing, the Direct Subscription or the Directors' Intended Participation and is the sole responsibility of the Company. Zeus Capital Limited is acting as Retail Offer coordinator.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in the announcement made at 3:21pm on 24 August 2026.

Expected timetable in relation to the Retail Offer

2026

Retail Offer

The Company values its retail shareholder base, given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/D1MW8Q/authorised-intermediaries

The Retail Offer will be open to eligible investors in the United Kingdom at 7:00am on 25 August 2026. The Retail Offer is expected to close at 4:30pm on 26 August 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/D1MW8Q/authorised-intermediaries

Notice for EIS investors

The Company has received a written opinion that, following the proposed changes to the EIS and VCT legislation announced in the Government's Autumn Statement passing into law, the New Ordinary Shares would qualify for EIS investment. Notwithstanding the Company receiving this opinion, any investor seeking to register their holdings under either scheme is advised to seek their own advice before doing so. Tax reliefs depend on individual circumstances and the Company maintaining its opined qualifying status. Tax rules are subject to change, and if the Company loses its opined qualifying status, tax relief may be withdrawn or need to be repaid. If investors wish to seek relief under EIS, they should indicate their interest through their chosen Intermediary as part of their participation in the Retail Offer (where such facility is available) and by also emailing the Company at: sb@windarphotonics.com.

The Company's LEI is 2138003JZZMKJGOOCR02.

UK Product Governance Requirements

EU Product Governance Requirements