The Executive Board of DataWalk S.A. registered in Wroclaw, Poland (“Company”, “Issuer”), hereby reports that as of May 31, 2022 the Executive Board of DataWalk S.A. has prepared a draft of the resolution on the introduction of the Incentive Program based on the Company’s stock (“Incentive Program”) for the key personnel of DataWalk S.A. The Executive Board of the Company intends to put the project of the resolution on the introduction of the Incentive Program on the agenda for the upcoming Ordinary General Meeting of Shareholders of the Company (“OGM”).
The draft has been approved by the resolution of the Supervisory Board on May 31, 2022 and will be the subject of voting at the OGM, which will be convened with a separate current report.
1. The purpose of the Incentive Program is to link the long-term value of the Company with the long-term goals of the Company’s key personnel.
2. The Incentive Program is addressed to the key personnel of the Company (“Participants”), including the executive and non-executive directors, key managers, and other indicated associates providing work for the Company on the basis of employment contracts or services under a civil law contract.
3. The Incentive Program will be implemented by granting to the key personnel rights to acquire the Company’s shares (“Rights”) – in total not exceeding 430.000 (four hundred and thirty thousand) shares – under the terms specified in the Resolution of the OGM, the program regulations, and the participation agreements. The rights will be acquired by participants free of charge.
4. The basic criteria for participation in the Program is the assessment of the individual contribution of each Participant to the growth of the Company’s value, in particular, the development of the Company’s strategic business area.
5. As in the case of the existing incentive program settled through Restricted Stock Units, the granted Rights may be exercised only in the event of the joint fulfillment of individual goals of the Participants described in the participation agreements and the sale of the Company (Sales Transaction).
6. Sales Transaction is defined as a situation in which all the following events occur:
a. an entity or group of entities will exceed 50% of the total number of votes in the Company as a result of the announcement of a tender offer for all shares of the Company, and
b. FGP Venture sp. z o.o. will dispose at least 587,500 of its shares in the Company or an entity (acting alone, through a group capital, or in consultation with other entities), other than the partners of FGP Venture sp. z o.o. as of June 30, 2022, will achieve over 50% of shares in FGP Venture sp. z o.o..
c. notwithstanding the foregoing, a transaction will not be deemed a Sale Transaction unless the transaction qualifies as a change in control event, i.e.:
i. an entity acting alone or in consultation with other entities achieving over 50% of votes in the Company, or ownership of over 50% of assets of the Company or
ii. achieving effective control of the Company, understood as achieving at least 30% of the total number of votes; or
iii. ownership of at least 40% gross worth of all the assets of the Company.
7. The Rights will be exercised either: (i) directly through an increase of share capital, authorizing the Executive Board to increase the share capital of the Company as part of the target capital, or purchasing its own shares by the Company in order to offer them to the Participants; (ii) indirectly through the mechanism of conditional share capital increase related to the issue of subscription warrants addressed to the Participants (iii) or in any other appropriate manner – depending on the decision of the Executive Board in this regard, approved by the Supervisory Board.
8. Regardless of the method of exercising the Rights, the Participant will acquire/subscribe to the Shares at a nominal price.
The full text of the draft resolution of the OGM is attached as Appendix 1 to this current report.
