The Executive Board of DataWalk S.A., with its registered office in Wrocław (the “Company”, the “Issuer”), informs that on June 4, 2025, the Company received a request from a shareholder – FGP Venture sp. z o.o., holding 1,175,000 shares representing 18.41% of the share capital – to supplement the agenda of the Ordinary General Meeting of the Company convened for June 25, 2025 (“OGM”), pursuant to Article 401 § 1 of the Polish Commercial Companies Code, with an item concerning the adoption of a resolution on amending the rules for the remuneration of the Members of the Supervisory Board.
Along with the request, the entitled Shareholder submitted a draft resolution concerning the matter proposed.
In light of the above, the Executive Board of the Issuer announces that the agenda of OGM, has been supplemented under item 8, letter k, and now includes:
1) opening of the Ordinary General Meeting;
2) election of the Chairperson of the Ordinary General Meeting;
3) confirmation of the proper convening of the Ordinary General Meeting and its ability to adopt resolutions;
4) adoption of a resolution on the appointment of the ballot counting committee or the decision to waive its appointment;
5) adoption of the agenda;
6) presentation of the Executive Board’s report on the activities of the DataWalk Capital Group and DataWalk S.A. for the year ended December 31, 2024, the financial statements of DataWalk S.A. for the year ended December 31, 2024, the consolidated financial statements of the DataWalk Capital Group for the year ended December 31, 2024, and the Executive Board’s motion regarding the coverage of the net loss for the year ended December 31, 2024;
7) presentation of the Supervisory Board’s report on its activities in the year ended December 31, 2024, including an assessment of the Executive Board’s report on the activities of the DataWalk Capital Group and DataWalk S.A. for the financial year ended December 31, 2024, the financial statements of DataWalk S.A. for the year ended December 31, 2024, the consolidated financial statements of the DataWalk Capital Group for the year ended December 31, 2024, and the Executive Board’s motion regarding the coverage of the net loss for the year ended December 31, 2024;
8) adoption of resolutions on:
a. consideration and approval of the Executive Board’s report on the activities of the DataWalk Capital Group and DataWalk S.A. for the year ended December 31, 2024,
b. consideration and approval of the financial statements of DataWalk S.A. for the year ended December 31, 2024,
c. consideration and approval of the consolidated financial statements of the DataWalk Capital Group for the year ended December 31, 2024,
d. consideration and approval of the Supervisory Board’s report on its activities for the year ended December 31, 2024, including the assessment of the Executive Board’s report, standalone and consolidated financial statements, and the motion on coverage of the net loss,
e. coverage of the net loss for the year ended December 31, 2024,
f. granting discharge to the Members of the Executive Board for the performance of their duties in the year ended December 31, 2024,
g. granting discharge to the Members of the Supervisory Board for the performance of their duties in the year ended December 31, 2024,
h. expressing an opinion on the remuneration report,
i. amending the Company’s Articles of Association by authorizing the Executive Board to increase the share capital within the limits of authorized capital, with the exclusion of pre-emptive rights of the Company’s shareholders in whole or in part,
j. determining the maximum RSU Unit Pool under the RSU Program and the maximum Entitlement Pool under the Share Program,
k. amending the rules for remuneration of the Members of the Supervisory Board.
9) closing of the Ordinary General Meeting.
The full text of the announcement with the updated agenda, as well as the draft resolutions for the Ordinary General Meeting of the Company convened for June 25, 2025, including the draft resolution proposed by the Shareholder, are attached to this report.
