The Executive Board of DataWalk S.A. (“Company”, “Issuer”) registered in Wroclaw, Poland, hereby reports that as of March 10, 2022, the Company Board has adopted the Regulations of Incentive Program (“Incentive Program”) for key staff members of DataWalk SA and its Subsidiaries. (The Regulations were adopted based on the authorization granted in the Resolution of the Ordinary General Meeting of the Company #19 of June 30, 2020 (“Resolution of the OGM”) on establishing an incentive program for key personnel of DataWalk S.A. and / or subsidiaries.
The adopted Incentive Program is consistent in its assumptions with the Resolution of the OGM. It means:
1. The purpose of this Incentive Program is to attract and retain key employees of both the Company and its Subsidiaries by creating an additional incentives tool that allows for the identification of the key personnel with the Company, its long term objectives, supporting dynamic growth and linking the interest of participants with the interest of the Group and its Shareholders. Thus, the purpose of the Incentive Program is to link the long-term value of the Company and its capital group with the long-term goals of the key personnel.
2. The Incentive Program is addressed to the employees and associates of the Company or the Subsidiary (“Participants”). The participants are determined by the Management Board of the Company and in the case of Participants who are members of the Management Board of the Company and/or the Subsidiary – by the Supervisory Board. The Company’s Supervisory Board members are not eligible for Incentive Program.
3. The Incentive Program will be implemented by granting, free of charge, Restricted Stock Units(“RSUs’) to eligible Persons in accordance with the Regulations, with whom the Company or, respectively, a Subsidiary, concluded an agreement for participation in the Incentive Program (“Participation Agreement”), after meeting vesting conditions specified in the Regulations and the Participation Agreement.
RSUs are a derivative financial instrument with the Company’s shares as the underlying instrument. RSUs are not securities and do not include any equity rights, in particular the right to vote at the General Meeting as well as to participate in the Company’s profit.
Restricted Stock Unit is a derivative financial instrument as defined in the Act of 29 July 2005 on trading in financial instruments (Journal of Laws of 2020, item 89, as amended), with the Company’s shares as the underlying instrument, entitling to a cash payment in the amount equal to the product of the number of RSUs granted and their value calculated in accordance with the provisions of the Regulations. The value of one RSU is determined in accordance with the principles described in detail in § 2 sec. 3 of the OGM Resolutions
4. The maximum number of RSUs that may be granted jointly under the entire Incentive Program to all Participants may not exceed 1,120,000.
As of the date of publication of this report, the total maximum (estimated) value of RSU Units under the Program (determined based on the current price of the Company’s shares, but not reflecting the actual value of the RSU Units, which will be determined in the future according to the specific rules set out in the Incentive Program, provided that all terms of the Program will remain) is 190.400K.PLN.
5. Allocation of RSU Units to Participants will take place if the following conditions are jointly met:
a. Vesting conditions set out in the individual participation agreements, which determines whenever the Company receives the service that entitles a Participant to receive RSUs
b. Non-vesting condition set out and described in detail in § 2 sec. 1 of the OGM Resolutions (“Sales Transaction”)
6. The detailed conditions of the Incentive Program are set out in the OGM Resolution, the Regulations, and, individually for each Participant, in the Participation Agreement.
The first tranche of Incentive Program based on RSUs will be addressed mainly to Participants nominated from the Subsidiary. “Subsidiary” means all companies controlled by the Company as defined in our International Financial Reporting Standards. As of the date of adoption of the Regulations, the only Subsidiary is a company incorporated under the laws of the State of Delaware, USA operating under the name DataWalk, Inc.
16 employees and associates of the Company were awarded to participate in the first tranche of the Incentive Program and were offered a total of 790.900 RSUs. The granting of the RSUs and the conclusion of the Participation Agreements does not determine whether an employee receives a share-based payment. Share-based payment will be possible only on the condition that both vesting and non-vesting conditions are met. The aforementioned conditions are described in the Incentive Program (individual vesting conditions set based on criteria defined in Executive Board resolution and the occurrence of the Sale Transactions).
For Eligible Persons who are Members of the Management Board of the Company or a subsidiary of the Company, the Regulations and individual terms and conditions must be approved by the Supervisory Board of the Company.
At the time of publishing this report, the date of adoption of the Regulations by the Supervisory Board is unknown. The company will inform about this event in a separate announcement.
Granting RSUs to eligible employees and associates of the Company and DataWalk, Inc. will take place not earlier than March 18, 2022 and not later than April 15, 2022 (Grant Date).
At a later stage of the Incentive Program, the authorized bodies may appoint further Participants of the Program and grant them a specified number of RSU Units.
As of the date of publication of this report, the intrinsic value of the Program is not known, because the share-based payment will be possible only on the condition that both vesting and non-vesting conditions (Sales Transactions) are met. Therefore, share-based payment resulting from the Incentive Program is considered at the moment as a future and uncertain event.
At the same time, the Issuer indicates that as at the date of publication of this report, it has no information about any events that would indicate there is high likelihood of meeting non-vesting conditions (i.e., Sale Transaction) in the near future, including any negotiations with a potential investor that would meet the parameters required for the fulfillment of the Sales Transaction condition.
Despite only the conditional and potential nature of meeting non-vesting conditions of the Incentive Program, due to the regulations resulting from IFRS 2 “Share-based payments”, the Company is obliged to evaluate granted RSUs. As of the date of publication of this report, the estimated total value of the RSUs granted to the Participants nominated under the first tranche, based on the current valuation of the Company’s shares, amounts to 135.983K.PLN
Information on the course of execution of the Incentive Program, in particular with regard to the number of participants, the number of granted RSUs and their subsequent valuation will be updated in the Company’s periodic reports in accordance with the currently applicable legal regulations, in particular International Financial Reporting Standards.
