a. Vesting conditions set out in the individual participation agreements, which determines whenever the Company
receives the service that entitles a Participant to receive RSUs
b. Non-vesting condition set out and described in detail in § 2 sec. 1 of the OGM Resolutions (“Sales Transaction”),
means a situation in which all following events occur
means a situation in which all following events occur:
(i) an entity or group of entities operating in the agreement referred to in Art. 87 of the Act on Public Offering, will
exceed 50% of the total number of votes in the Company as a result of the announcement of a tender offer for all
shares of the Company referred to in art. 74 section 1 or 2 or art. 91 section 5 of the Act on Public Offering, where
for the purposes of calculating the total number of votes in the Company, the sum of the number of votes held -
regardless of the legal title - by all entities belonging to the same capital group and the number of votes from shares,
even if exercising their right, is taken into account voting rights are limited or excluded by the Company's Articles
of Association or contract or provisions of law or the Company will be transformed, merged, or de-merged in such
manner that will not require the announcement of a tender offer under sec. 92 of the Act on Public Offering; and
(ii) FGP Venture will sell at least [587,500) its shares in the Company or its equivalent received as a result of a
transformation, merger, or de-merger of the Company (in response to the tender offer referred to in item (i) or
independently of the tender offer) or an entity (acting alone, through a group capital or in consultation with other
entities), other than the partners of FGP Venture as at [date], will achieve over 50% of shares in FGP Venture.
(iii) Notwithstanding the foregoing, a transaction will not be deemed a Sale Transaction unless the transaction
qualifies as a change in control event within the meaning of Section 409A, i.e., a) an entity acting alone or in
consultation with other entities achieving over 50% of votes in the Company or ownership of over 50% of assets of
the Company or b) achieving effective control of the Company understood as achieving at least 30% of the total
number of votes; or c) ownership of at least 40% gross worth of the assets of the Company.
6. The detailed conditions of the Incentive Program are set out in the OGM Resolution, the Regulations, and,
individually for each Participant, in the Participation Agreement.
For Eligible Persons who are Members of the Management Board of the Company or a subsidiary of the Company,
the Regulations and individual terms and conditions must be approved by the Supervisory Board of the Company.
The first tranche of Incentive Program based on RSUs will be addressed mainly to Participants nominated from the
Subsidiary.
16 employees and associates of the Company were awarded to participate in the first tranche of the Incentive
Program and were offered a total of 790.900 RSUs. The granting of the RSUs and the conclusion of the Participation
Agreements does not determine whether an employee receives a share-based payment. Share-based payment will be
possible only on the condition that both vesting and non-vesting conditions are met. The aforementioned conditions
are described in the Incentive Program (individual vesting conditions set based on criteria defined in Executive
Board resolution and the occurrence of the Sale Transactions).
The RSU Units were awarded to eligible employees and associates of the Company and DataWalk, Inc. on April 1,
2022 (Grant Date).
As at the grant date, i.e. on April 1, 2022, the total maximum (estimated) value of RSU Units under the Program is
PLN 205 632 thousand. This value is estimated based on the Company's share price as of the grant date, though not
reflecting the intrinsic value of RSUs, which will be determined in the future according to the specific rules set out
in the Incentive Program, provided that all the conditions of the Program are met
At a later stage of the Incentive Program, the authorized bodies may appoint further Participants of the Program and
grant them a specified number of RSU Units.
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 Transactions)
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 at the date of publication of this report, it
has no information about any events that would indicate there is high likelihood of meeting non-vesting conditions