The Management Board of DataWalk S.A. with its registered office in Wrocław (the „Company”) hereby announces that on February 12, 2026, the Management Board of the Company, acting pursuant to Articles 446, 447 § 1 and 453 § 1 of the Commercial Companies Code and § 6a of the Company’s articles of association, adopted a resolution on increasing the Company’s share capital within the limits of the authorized capital through the issue of series T ordinary bearer shares (the „Series T Shares”) with the full exclusion of pre-emptive rights of existing shareholders, amending the Company’s articles of association and applying for the admission and introduction of Series T Shares and rights to Series T Shares to trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) (the „Issue Resolution”), the content of which is attached to this report. The adoption of the Issue Resolution was preceded by the adoption by the Company’s Supervisory Board (on February 12, 2026) of a resolution on consenting to the deprivation of existing shareholders of their pre-emptive rights to Series T Shares in their entirety.
Furthermore, on February 12, 2026, the Company and IPOPEMA Securities S.A. with its registered office in Warsaw (the „IPOPEMA”) entered into a Series T Share placement agreement (the „Placement Agreement”), pursuant to which IPOPEMA was entrusted with the function of an investment firm intermediating in the Company’s public offering of not less than 1 and not more than 750,000 Series T Shares (the „Offer”).
In connection with the above, immediately after the publication of this current report, the Offer will commence and will be conducted on the terms specified in the Issue Resolution and the Placement Agreement, in particular on the following terms:
1) the Offer will be addressed exclusively to (i) qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the „Regulation 2017/1129”) (the „Qualified Investors”) or (ii) investors who will purchase Series T Shares with a total value of at least EUR 100,000 per investor (the „Eligible Investors”), and therefore the Offer will not require the preparation, approval, and disclosure of a prospectus or other information (offering) document in accordance with the provisions of Regulation 2017/1129 and the Act of July 29, 2005, on public offerings and conditions governing the introduction of financial instruments to organized trading, and on public companies;
2) the Offer will be conducted exclusively in the territory of the Republic of Poland in the form of an accelerated book-building process conducted by IPOPEMA among Eligible Investors selected by the Company and IPOPEMA (the „Book Building Process”), whereby the condition for participation in the Book Building Process by Eligible Investors who are not Qualified Investors is the conclusion by such investors of an agreement with IPOPEMA enabling IPOPEMA to accept and transmit orders to purchase and sell financial instruments;
3) the final number of Series T Shares offered under the Offer, as well as the issue price of Series T Shares, will be determined by the Company’s Management Board, after consultation with IPOPEMA, based on the results of the Book Building Process, whereby the determination of the issue price of Series T Shares by the Company’s Management Board will require the prior consent of the Company’s Supervisory Board;
4) Series T Shares will be initially allocated and then offered for subscription exclusively to investors selected by the Company’s Management Board, in consultation with IPOPEMA, based on the results of the Book Building Process, Eligible Investors who declare their interest in acquiring Series T Shares at an issue price not lower than that determined by the Company’s Management Board in accordance with point 3) above, at the discretion of the Company’s Management Board;
5) after the Company has made the initial allocation of Series T Shares, the Company, with the support of IPOPEMA, will proceed to conclude agreements with Eligible Investors to whom the Company has made the initial allocation of Series T Shares for the subscription of Series T Shares;
6) a detailed schedule of the Offer, in particular the date of completion of the Book Building Process and the date of conclusion of agreements for the subscription of Series T Shares and payment of cash contributions for Series T Shares, will be communicated to Eligible Investors by IPOPEMA.
The Placement Agreement contains provisions typical for placement agreements concluded in similar transactions, in particular:
– conditions precedent to the Offer, including the conclusion by the parties to the Placement Agreement of a price appendix specifying: (i) the final number of Series T Shares offered in the Offer and (ii) the issue price of Series T Shares;
– representations and warranties of the Company in the scope typically provided by issuers in agreements of this type concluded in transactions similar to the Offer;
– the release of IPOPEMA and other specified persons from liability and obligation to perform in respect of certain claims, liabilities or costs that may be asserted or incurred by IPOPEMA or specified persons in connection with the Placement Agreement (the so-called indemnity clause);
– circumstances in which IPOPEMA may terminate the agreement, in particular if the representations and warranties made by the Company are inconsistent with the actual or legal situation or if there is a material adverse change in the financial markets;
– the Company’s lock-up obligation, pursuant to which, without obtaining IPOPEMA’s consent, the Company undertook, among other things, not to issue new shares for a period from the date of conclusion of the Placement Agreement until the expiry of 6 months from the first day of listing of Series T Shares on the WSE, however, this obligation does not apply to the Company’s performance of its obligations under the employee stock option plan established in the Company pursuant to resolution no. 20 of the Ordinary General Meeting of the Company of June 30, 2022.
LEGAL DISCLAIMER
This current report is for informational purposes only, is published in accordance with the Company’s legal disclosure obligations, does not serve in any way, directly or indirectly, to promote the Offer, and is not promotional material or advertising within the meaning of Article 22 of Regulation 2017/1129, prepared or published by the Company for the purpose of promoting Series T Shares or their subscription, or encouraging, directly or indirectly, their acquisition. The Company has not yet published any materials aimed at promoting Series T Shares or their subscription. This current report does not constitute a prospectus or any other information or offering document, and the preparation of such documents is not required in accordance with the provisions of law. This current report does not contain or constitute an offer to acquire securities or an invitation to submit an offer to purchase securities or an encouragement/recommendation to purchase securities, including an investment recommendation within the meaning of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the „MAR Regulation”) and Commission Delegated Regulation (EU) 2016/958 of March 9, 2016 supplementing the MAR Regulation, and under no circumstances shall it form the basis for a decision to purchase the Company’s securities.
The Offer will be conducted based on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the „U.S. Securities Act”) in accordance with Regulation S (as amended) issued thereunder. The Series T Shares have not been and will not be registered under the U.S. Securities Act and will not be offered or sold in the United States or to investors who are „U.S. persons” as defined in Regulation S, or in Australia, Canada or Japan, or in any other jurisdiction where such an offer or sale would be contrary to law.
The Offer will be conducted in accordance with other applicable laws and regulations, in particular, Series T Shares will not be offered to entities subject to sanctions imposed or enforced by the government of the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, the Minister of Internal Affairs and Administration, or other relevant sanctions authorities (the „Sanctions”), including Series T Shares will not be offered to entities with their registered office or place of residence in a country, region or territory subject to Sanctions, including, but not limited to, the Crimean region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Myanmar, Syria, Sudan, South Sudan, Russia, and Belarus, including those resulting from the provisions of Council Regulation (EU) No. 833/2014 of July 31, 2014, concerning restrictive measures in view of Russia’s actions destabilizing the situation in Ukraine (as amended) and Council Regulation (EC) No. 765/2006 of May 18, 2006 concerning restrictive measures against President Alexander Lukashenko and certain officials of Belarus (as amended).
Any investor residing or having its registered office outside the Republic of Poland should familiarize themselves with the relevant provisions of Polish law and the laws of other countries that may apply to them in this regard.
This current report is not intended for distribution or use by any person or entity in any jurisdiction where such distribution or use would be contrary to local laws or regulations, or which would create an obligation in terms of authorization, notification, permits, or other requirements under applicable laws. The distribution of this current report and other information related to it may be restricted by law, and persons who come into possession of any document or other information referred to in this current report should seek information about such restrictions and comply with them. Failure to comply with these restrictions may constitute a violation of securities laws in a given jurisdiction. In certain jurisdictions, the dissemination of this current report may be unlawful.
THIS CURRENT REPORT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES (INCLUDING THE TERRITORIES AND OVERSEAS POSSESSIONS OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION, AND SUBJECT TO CERTAIN EXCEPTIONS. THE SHARES MAY NOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS OR TO OR FOR THE ACCOUNT OF CITIZENS OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO PERSONS HAVING THEIR PERMANENT RESIDENCE OR REGISTERED OFFICE IN THESE COUNTRIES.
This current report does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor’s decision to invest in Series T Shares. Each investor or potential investor should conduct its own research, analysis, and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may rise or fall. Past performance is not indicative of future results.
