The Executive Board of DataWalk S.A., based in Wroclaw (the “Company”, the “Issuer”), in reference to the Company’s current report No. 8/2025 dated April 14, 2025, announces the completion of negotiations regarding the participation of investors in the private subscription process for the Company’s S-series shares issued through an increase in the Company’s share capital within the authorized capital.
In connection with the completion of the above process, a meeting of the Company’s Board of Directors was held on April 14, 2025, which – acting pursuant to Art. 446 and Art. 447 § 1 of the Commercial Companies Code and § 6a of the Company’s Articles of Association – adopted a resolution in the form of a notarial deed on increasing the Company’s share capital within the limits of authorized capital through the issuance of new series S shares in a private placement, the exclusion of the pre-emptive rights of existing shareholders, the amendment of the Company’s Articles of Association and the application for admission and introduction of series S shares to trading on a regulated market (the “Executive Board Resolution”). The content of the Executive Board Resolution is attached to this report.
At the same time, the Issuer informs that the adoption of the Executive Board’s Resolution was preceded by the adoption by the Company’s Supervisory Board of a resolution on granting consent to exclude existing shareholders of their pre-emptive rights to the Company’s ordinary series S bearer shares in full and to determine the issue price of the Company’s ordinary series S bearer shares.
Pursuant to a Resolution of the Executive Board, the Company’s share capital will be increased from PLN 563,298.80 (five hundred sixty-three thousand two hundred ninety-eight zlotys 80/100) to an amount not less than PLN 563,298.90 (five hundred sixty-three thousand two hundred ninety-eight zlotys 90/100) and not more than PLN 638.298.80 PLN (six hundred and thirty-eight thousand two hundred and ninety-eight zlotys 80/100), i.e. by an amount not less than PLN 0.10 (ten cents) and not more than PLN 75,000 (seventy-five thousand zlotys) through the issuance of not less than 1 (one) and not more than 750,000 (seven hundred and fifty thousand) Series S ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) each (“Shares”).
The issue price of the Shares, determined with the consent of the Company’s Supervisory Board, is PLN 77.76 (seventy seven zloty 76/100) per Share. Pursuant to a Resolution of the Executive Board, with the approval of the Company’s Supervisory Board, the Company’s existing shareholders were excluded of their pre-emptive rights to the Shares in full.
The exclusion of the existing shareholders of the Company from their pre-emptive rights to the Series S Shares in full is in the Company’s best interest, as it enables the Company to optimize the process of obtaining the financing necessary for its operations and the further dynamic development of its current and future projects. This action provides the Company with the needed flexibility access to capital and has a sound economic rationale, serving not only the interests of the Company, but also those of its shareholders. Resignation of pre-emptive rights opens up the possibility of effective acquisition of funds from new investors and key business partners, as well as capital involvement of entities previously unrelated to the Company, which is particularly important in the context of the planned dynamic development of Go2Market structures – a key area from the perspective of building the Company’s competitive advantage in the coming years. This is because the Company has identified significant market potential for a new range of periodic licenses aimed at large corporate entities, as evidenced by three significant contracts acquired in the last six months, and securing financing to enable the implementation of this strategy will not only allow the Company to take full advantage of the identified potential, but also to realistically increase its value for the benefit of all shareholders. The current liquidity situation, however, does not allow for financing this scale of expansion solely from funds generated by current operations, and the lack of adequate financing and the associated reduction in the pace of development of resources unsuited to the needs of the market – in the opinion of the Company’s Executive Board – could negatively affect the Company’s valuation and thus work to the disadvantage of shareholders, as the Company has repeatedly announced in financial reports and during meetings with investors.
All of the Series S Shares shall be offered by way of a private placement within the meaning of Article 431 § 2(1) of the Code of Commercial Partnerships and Companies, conducted through a public offering addressed to: (i) qualified investors, or (ii) to fewer than 150 individuals or legal entities other than qualified investors without the obligation to prepare, approve by the Polish Financial Supervisory Authority and publish a prospectus, pursuant to Article 1.4(a) or (b), respectively, of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as well as without the obligation to prepare and approve by the Polish Financial Supervisory Authority an information memorandum or any other information document. The number of Shares offered to individual investors will be decided at the discretion of the Company’s Executive Board. In accordance with the provisions of the Executive Board’s Resolution, Share subscription agreements will be concluded until April 17, 2025. Shares may be subscribed for only against cash contributions made prior to the registration of the share capital increase in the Register of Entrepreneurs of the National Court Register (KRS).
In addition, in a Resolution of the Executive Board, the Company’s Executive Board decided to apply for admission and introduction of the Shares to trading on the regulated market operated by the Warsaw Stock Exchange and dematerialization of the Shares.
The Issuer’s Executive Board will announce the conclusion of the Share subscription agreements and the resulting final amount of the Company’s subscribed share capital in a separate report.
