The Executive Board of DataWalk S.A., registered in Wroclaw (hereinafter also referred to as the “Company”) informs that on December 19, 2022 the Executive Board adopted a resolution to nominate the Persons Eligible to participate in next tranche of the Incentive Program for the Company’s Key Personnel, to determine the number of Entitlements that may be granted to individual Program Participants under next tranche, and to establish the Vesting conditions of the Entitlements.
At the same time, on December 19, 2022 the Company’s Supervisory Board approved the aforementioned arrangements of the Executive Board and adopted a resolution to designate Management Board Member Lukasz Socha as eligible to participate in next tranche of the Incentive Program to determine the number of Entitlements that may be granted to the Management Board Member under next tranche and to establish the vesting conditions of Entitlements.
The Executive Board informed about the implementation of the Incentive Program, in particular, its objectives, the rules for granting Entitlements giving the right to subscribe for and/or acquire the Company’s shares, and the maximum number of Entitlements giving the right to subscribe for and/or acquire the Company’s shares, in current report No. 38/2022 dated August 31,2022.
To participate in next tranche of the Incentive Program, the Company’s bodies nominated 77 employees and associates of the Company, and the Board Member indicated above. Next tranche totals 120,710 Entitlements.
A total of 87 persons were nominated under all tranches of the Incentive Program and were offered a total of 394,278 Entitlements giving the right to subscribe for and/or acquire shares in the Company, which represents 92% of the maximum number of Entitlements giving the right to subscribe for and/or acquire shares in the Company that may be granted in total under the entire Stock-Based Incentive Program to all Participants.
The granting of the Entitlements and the conclusion of the Participation Agreements does not yet result in the vesting of the Entitlements or their exercise by subscribing for or acquiring the corresponding number of shares. This will only be possible if the prerequisites of the Incentive Program, i.e. individual Vesting Conditions defined based on the criteria approved by a Resolution of the Executive Board, are fulfilled and the Sale Transaction described in detail in the Resolution of the Company’s Annual General Meeting No. 20 of June 30, 2022, occurs
Granting the Entitlements to employees and associates of the Company and to the Management Board Member who will join next tranche of the Incentive Program shall take place not earlier than on January 1, 2023 and not later than on June 30, 2023.
At a further stage of the Incentive Program, the authorized bodies may designate further Incentive Program Participants and offer them a certain number of Entitlements within the limit specified in the AGM Resolution, i.e. in a total number not exceeding 430,000 (in words: four hundred and thirty thousand) shares of the Company. The Company will announce these events in separate announcements.
As of the date of publication of this report, the actual value of the total Incentive Program is not known, as the number of vested Entitlements depends on, among other things, the fulfillment of conditions dependent on the Participants, the value of the Company’s shares as of the date of granting Entitlements of all tranches and, most importantly, the occurrence of Sale Transactions. Therefore, implementing the Incentive Program itself is considered a future and uncertain event at this point. At the same time, the Issuer indicates that, as of the date of publication of this report, it is not aware of any events that would indicate the possibility of the occurrence of a Sale Transaction, including any negotiations with a potential investor that would meet the parameters required for the fulfillment of the condition of a Sale Transaction.
Despite the conditional and potential nature of the implementation of the Incentive Program, due to regulations under IFRS 2 “Share-based Payment”, the Company is required to value the Entitlements granted. As of the date of publication of this report, the estimated valuation of Entitlements granted to Participants nominated to the Program under the next tranche, based on the current valuation of the Company’s shares, is PLN 11,323 thousand, and PLN 48,598 thousand under all tranches combined.
Information on the progress of the Incentive Program, particularly concerning the number of participants, the number of Entitlements granted and vested, and their valuation, will be updated in the Company’s periodic reports in accordance with current legal regulations, including in particular, International Financial Reporting Standards, in particular, IFRS 2 “Share-based Payment”.
