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 the next tranche of the Incentive Program settled by Restricted Stock Units (RSUs”) for the Company’s/ and or Subsidiary’s Key Personnel, to determine the number of Restricted Stock Units that may be granted to individual Program Participants under the next tranche, and to establish the Vesting conditions of the RSUs.
The Executive Board informed about the implementation of the Incentive Program, in particular, its objectives, the rules for granting RSUs, and the maximum number of RSUs, in current report No. 9/2022 dated March 10, 2022.
To participate in the next tranche of the Incentive Program, the Executive Board nominated 12 employees of DataWalk Inc., the subsidiary of DataWalk S.A. and offered a total of 41,350 RSUs.
A total of 23 individuals were nominated under all tranches of the Incentive Program and were offered a total of 830,000 RSUs, representing 74% of the maximum number of RSUs that can be granted under the entire Incentive Program to all Participants.
The granting of the RSUs and the conclusion of the Participation Agreements does not yet result in the vesting of the RSUs – 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. 19 of June 30, 2020, occurs.
Conditional granting of RSUs to eligible employees and associates of DataWalk, Inc. will take place not earlier than January 1, 2023, and not later than January 31, 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 RSUs in the limit set by the Resolution of the AGM, i.e. in an aggregate number not exceeding 1,120,000 RSUs. The Company will announce these events in separate announcements.
As of the date of publication of this report, the intrinsic value of the Program is not known because the share-based payment will be possible only on the condition that both vesting and non-vesting conditions (Sales Transaction) are met. Therefore, share-based payment resulting from the Incentive Program is considered at the moment as a future and uncertain event.
At the same time, the Issuer indicates that as of the date of publication of this report, it has no information about any events that would indicate there is a high likelihood of meeting non-vesting condition (i.e., Sale Transaction) in the near future, including any negotiations with a potential investor that would meet the parameters required for the fulfillment of the Sales Transaction condition.
Despite the conditional and potential nature of execution of the Incentive Program, due to regulations under IFRS 2 “Share-based Payment,” the Company is required to value the conditionally granted RSUs. As of the date of publication of this report, the estimated valuation of RSUs offered to the Participants nominated under the next tranche, based on the current valuation of the Company’s shares, amounts to PLN 3.878 thousand, and for all tranches in total amounts to PLN 77.854 thousand.
Information on the course of execution of the Incentive Program, in particular concerning the number of participants, the number of granted RSUs, and their subsequent valuation, will be updated in the Company’s periodic reports in accordance with the currently applicable legal regulations in particular, International Financial Reporting Standards.
