May 2023
DATAWALK CAPITAL GROUP
SUMMARY OF THE CONDENSED
INTERIM FINANCIAL STATEMENTS
for the 3-month period ended 31
th
March, 2023
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 2
THE EXECUTIVE BOARD`S LETTER
Dear Investors,
After the slowdown of growth experienced in 2022, we are fully focused on returning to the growth path. We still
haven’t fully unlocked our product's market potential - our sales performance remains significantly below
expectations. However, Q1 is usually not a good indicator of full-year performance, and we believe 2023 will be
much better for us than 2022.
The first signs of upcoming improvement are already visible. The value of qualified projects in our sales funnel has
grown substantially in the first months of 2023 after stalling through most of 2022, hinting at accelerating revenue
growth in the coming months. The total value of advanced projects in our funnel has, for the first time in our history,
crossed 40M USD, up 59% year over year - a growth dynamic we have not seen since Q1 2021.
In our opinion, this is the first sign that the improvement of our Field Engineering capability is showing results.
We are now ready to accommodate potential customers’ expectations regarding deploying a pilot, demonstrating
a use case on customers’ data and infrastructure, solving their real analytical problems, etc. These pre-sales processes
turned out to be one of our major bottlenecks in the past quarters. There are also other signs that we’re nearing the
end of the recent challenges, and we are fully dedicated to making sure our results start reflecting this as soon as
possible. Below are some examples based on recent data:
• It now takes us on average 40% shorter than in 2021-2022 to complete a new project - from the beginning
of implementation to completion;
• Partial automation of platform deployment allows saving almost 80% of work effort, compared to projects
from 2021-2022;
• 50% of projects currently run by our SE teams are expected to be finished between May and July 2023,
most importantly, the old projects blocking SE capacity.
As for DataWalk’s financial situation - nothing has changed here. Our main goal is to ensure we are financially self-
reliant and that we have the comfort of considering any potential fundraising in 2024 at the earliest. We strictly
control costs and focus on growing revenues in order to come back to the financing subject when we are back on the
growth trajectory we planned for the company.
Yours faithfully,
Paweł Wieczyński, CEO
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 3
Sales funnel methodology and definitions of the stages of the sales process. Quantifiers of our Sales Funnel.
Stages of the Sales:
1. Establishing contact with a prospect (including through our campaigns or first business partners).
2. Identification of the situation - this stage ends when we established contact with the appropriate
representatives of the client.
3. Validation of customer needs and initial verification of the opportunity.
4. Full Qualification of the opportunity.
5. Engagement with the full client project team (including decision-makers and senior management)
in substantive discussions. For example: a pilot implementation may take place during this phase.
6. Purchase negotiations and procedures (initiation of a public tender procedure if applicable).
7. Finalization of the terms of the contract and award of the tender.
8. Execution of implementation and acceptance protocols authorizing the issuing of invoices for licenses and
individual stages of implementation.
The categorization of a potential customer as a Qualified Lead (Stage 4) occurs only when the customer confirms
the readiness to purchase and has an approved budget and a project team to execute the selection process and the
will to continue discussions with us.
The values presented below do not include projects that left the sales funnel due to the conversion of projects into
Completed Sales (conclusion of a contract, obtaining an acceptance protocol, recognition of all or a major part of
the project as revenue). Thus, the sales funnel presented below (stages 4-7 of the commercial process) constitutes
an overview for understanding the sales dynamics.
Based on a review of the funnel methodology in the first quarter of 2021, we started to include expected renewals
of term licenses and maintenance agreements, to better reflect anticipated revenue.
The overall growth of the funnel is expected to accelerate once we significantly increase our reference pool
(especially in North America) and sometime after we increase the sales team staffing.
Source: Issuer.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 4
Sales cycles counted from qualification of the lead can range on average from 18 months for the commercial sector
to 30 months in the public sector, but off course there are examples that are shorter or longer.
Given the “New Vendor” market position of the DataWalk Group, only a portion of leads will be converted into
contracts, especially in North America where we have fewer production customers to date than we have in Poland
and we are not yet a recognizable brand with a track record. Over time, we will be able to increase our close rate,
especially after we gain more customers in the most advanced markets in the world. The data presented above cannot
be considered a forecast of the future results of DataWalk S.A. and its capital group because there is great variability
in deal values, win rates as well as the impacts of cancelled projects and other variables.
The figures above represent the sum of the values of Leads based on the Stage of the Sales Funnel, not including the
remaining part of the sales funnel, which contains leads that are earlier in the sales process. The values of individual
Leads are calculated on the basis of the estimated size of the sales opportunity.
The sales funnel in Poland started being built in late 2015, results began to materialize with the acquisition of the
first few contracts including TUiR Warta (2017) and the Ministry of Finance (2018). After these successful
implementations resulted in very positive customer testimonials, we started to see more opportunities in the EMEA
region. The sales funnel in the Americas started being built in the second quarter of 2019 with the hiring of the first
two sales teams and although it is less mature in terms of time, it will address a much larger available market. The
key aspects affecting commercial processes in North America relate to the acquisition of the first references among
customers such as the intelligence and 6 US ministries (including the Department of Defense and the Department of
Justice), as well as the acquisition of the first customers in the commercial sector in 2021 (Ally Bank, MPA, GTL).
The first significant reference effects from deployments with the above clients began to appear in 2022.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 5
The table of contents
SELECTED CONSOLIDATED FINANCIAL DATA OF THE DATAWALK CAPITAL GROUP ........................ 6
SELECTED STANDALONE FINANCIAL DATA DATAWALK S.A.................................................................... 7
CONSOLIDATED FINANCIAL STATEMENT .................................................................................................... 10
Consolidated Statement of Financial Position (in thousands of PLN) ................................................................. 10
Consolidated Profit and Loss Account with The Statement of Comprehensive Income (in thousands of PLN) . 12
Consolidated Statement of Changes in Equity (in thousands of PLN) ................................................................. 14
Consolidated Cash Flow Statement (in thousands of PLN) ................................................................................. 16
SUMMARY AND ANALYSIS OF THE FINANCIAL RESULTS OF THE DATAWALK CAPITAL GROUP FOR
THE FIRST QUARTER OF 2023 ............................................................................................................................ 18
DATAWALK GROUP'S CASH-SETTLED INCENTIVE PROGRAM ................................................................. 25
DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM ............................................................. 30
IMPACT OF THE POLITICAL AND ECONOMIC SITUATION IN UKRAINE .................................................. 36
MAJOR EVENTS THAT HAVE AN IMPACT ON THE DATAWALK GROUP'S RESULTS IN THE
REPORTING PERIOD ............................................................................................................................................ 36
SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE AFFECTING THE GROUP'S OPERATIONS
................................................................................................................................................................................. 36
FACTORS EXPECTED TO AFFECT FURTHER GROUP’S DEVELOPMENT .................................................. 37
COMPANY'S AUTHORITIES ................................................................................................................................ 38
The Executive Board ............................................................................................................................................ 38
The Supervisory Board ........................................................................................................................................ 39
DESCRIPTION OF THE ORGANISATION OF THE DATAWALK CAPITAL GROUP AND CONSOLIDATED
ENTITIES ................................................................................................................................................................ 40
DataWalk S.A. ..................................................................................................................................................... 40
DataWalk Inc. ...................................................................................................................................................... 41
Overview of the DataWalk Capital Group ........................................................................................................... 42
Changes in the management rules of the Capital Group and the Company ......................................................... 42
THE SHAREHOLDING STRUCTURE OF THE DATAWALK S.A. .................................................................... 43
Shareholder structure as at May 18, 2023 (share in the total number of votes) ................................................... 43
Shareholder structure as at April 13, 2023 (share in the total number of votes) .................................................. 44
STRUCTURE OF SHAREHOLDINGS IN DATAWALK S.A. OR RIGHTS ATTACHED TO SHARES, HELD BY
MEMBERS OF THE ISSUER’S EXECUTIVE AND SUPERVISORY BOARDS ................................................ 45
STANDALONE FINANCIAL STATEMENT ........................................................................................................ 47
Standalone Statement of Financial Position (in thousands of PLN) .................................................................... 47
Standalone Profit and Loss Account with The Statement of Comprehensive Income (in thousands of PLN) ..... 49
Standalone Statement of Changes in Equity (in thousands of PLN) .................................................................... 51
Standalone Cash Flow Statement (in thousands of PLN) .................................................................................... 52
CHANGES IN ACCOUNTING POLICIES USED ................................................................................................. 53
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 6
SELECTED CONSOLIDATED FINANCIAL DATA OF THE DATAWALK CAPITAL GROUP
The following table presents selected data regarding the consolidated financial statements of the DataWalk Capital Group.
SELECTED FINANCIAL DATA
from 01/01/2023
to 03/31/2023
from 01/01/2022
to 03/31/2022
from 01/01/2023
to 03/31/2023
from 01/01/2022
to 03/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Revenues from sales
3 219
4 183
685
900
Profit/Loss on sales
8 099
-7 471
1 723
-1 608
Operating profit (loss)
8 420
-7 405
1 791
-1 593
Pre-tax profit (loss)
8 993
-7 130
1 913
-1 534
Net profit (loss)
4 275
-7 286
909
-1 568
Total comprehensive income
4 089
-7 198
870
-1 549
The weighted average number of ordinary shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN/EUR)
0,83
-1,49
0,18
-0,32
Net cash generated (used) in operating activities
-6 641
-3 770
-1 413
-811
Net cash generated (used) in investing activities
-2 568
-3 114
-546
-670
Net cash (used) in financing activities
-174
-164
-37
-35
Total net cash flows
-9 382
-7 048
-1 996
-1 517
SELECTED FINANCIAL DATA
03/31/2023
12/31/2022
03/31/2023
12/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Total assets/equity and liabilities
93 153
110 575
19 924
23 577
Non-current assets
34 965
37 501
7 478
7 996
Current assets
58 188
73 074
12 445
15 581
Equity
36 711
29 399
7 852
6 268
Total liabilities
56 442
81 176
12 072
17 309
Long-term liabilities
44 787
69 733
9 579
14 869
Short-term liabilities
11 655
11 443
2 493
2 440
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 7
SELECTED STANDALONE FINANCIAL DATA DATAWALK S.A.
The following table presents selected data on the standalone financial statements DataWalk S.A.
SELECTED FINANCIAL DATA
from 01/01/2023
to 03/31/2023
from 01/01/2022
to 03/31/2022
from 01/01/2023
to 03/31/2023
from 01/01/2022
to 03/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Revenues from sales
2 335
2 545
497
548
Profit/Loss on sales
-10 307
-3 146
-2 193
-677
Operating profit (loss)
-9 787
-3 080
-2 082
-663
Pre-tax profit (loss)
-14 469
-7 060
-3 078
-1 519
Net profit (loss)
-13 983
-7 216
-2 975
-1 553
Total comprehensive income
-13 983
-7 216
-2 975
-1 553
The weighted average number of ordinary shares (pcs.)
5 132 988
4 886 048
5 132 988
4 886 048
Profit (loss) per share (in PLN/EUR)
-2,72
-1,48
-0,58
-0,32
Net cash generated (used) in operating activities
-1 417
-3 230
-301
-695
Net cash generated (used) in investing activities
-7 015
-3 114
-1 492
-670
Net cash (used) in financing activities
-167
-164
-36
-35
Total net cash flows
-8 599
-6 508
-1 829
-1 400
SELECTED FINANCIAL DATA
03/31/2023
12/31/2022
03/31/2023
12/31/2022
in thousands of PLN
in thousands of PLN
in thousands of EUR
in thousands of EUR
Total assets/equity and liabilities
73 819
86 239
15 788
18 388
Non-current assets
25 344
22 186
5 421
4 731
Current assets
48 475
64 053
10 368
13 658
Equity
64 724
75 483
13 843
16 095
Total liabilities
9 095
10 756
1 945
2 293
Long-term liabilities
610
712
130
152
Short-term liabilities
8 485
10 044
1 815
2 142
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 8
Applied EUR / PLN rates:
• Items of the statement of financial position were translated at the average rate of the euro published by the
Polish National Bank, valid on the last day of the reporting period.
Rate on the last day of the period
03/31/2023
12/31/2022
1 EUR
4,6755
4,6899
• Items in the statement of profit or loss and other comprehensive income and statement of cash flows were
translated at the average rate of the euro which is the arithmetic average of euro exchange rates published
by the Polish National Bank and valid on the last day of each month of the reporting period.
The average exchange rate in a given period
from 01/01/2023
from 01/01/2022
to 03/31/2023
to 03/31/2022
1 EUR
4,7005
4,6472
DATAWALK CAPITAL GROUP
SUMMARY OF THE CONDENSED
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
for the 3-month period ended 31
th
March 2023
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 10
CONSOLIDAT ED FINANCIAL STATEMENT
Consolidated Statement of Financial Position (in thousands of PLN)
ASSETS
03/31/2023
12/31/2022
A.
Non-current assets
34 965
37 501
I.
Fixed assets
424
486
II.
Goodwill
0
0
III.
Intangible assets
22 282
19 530
IV.
Right-of-use assets
1 074
1 075
V.
Long-term receivables
151
152
VI.
Long-term prepayments
693
1 199
VII.
Deferred tax assets
10 341
15 059
B.
Current assets
58 188
73 074
I.
Contract assets
851
927
II.
Trade receivables
3 648
9 654
III.
Receivables from income tax
101
104
IV.
Other receivables
2 141
1 476
V.
Financial assets
0
0
VI.
Prepayments
3 224
3 315
VII.
Cash and cash equivalents
48 222
57 598
TOTAL ASSETS
93 153
110 575
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 11
EQUITY AND LIABILITIES
03/31/2023
12/31/2022
A.
Equity
36 711
29 399
Equity attributable to shareholders of the parent
company
36 711
29 399
I.
Share capital
513
513
II.
Share premium
171 968
171 968
III.
Other capitals
9 965
9 965
IV.
Profit (loss) from previous years
-185 714
-68 970
V.
Reserve capital
34 877
31 653
VI.
Net profit (loss) for the current year
4 275
-116 744
VII.
Foreign exchange translation differences
827
1 014
Non-controlling interests
0
0
B.
Long-term liabilities
44 787
69 733
I.
Deferred tax liabilities
0
0
II.
Lease liabilities
500
557
III.
Bank loans and borrowings
657
719
IV.
Incentive program liabilities
43 631
68 457
C.
Short-term liabilities
11 655
11 443
I.
Trade liabilities
3 775
4 559
II.
Income tax liabilities
0
0
III.
Lease liabilities
613
547
IV.
Bank loans and borrowings
38
0
V.
Other liabilities
769
702
VI.
Other provisions
1 932
1 925
VII.
Contract liabilities
4 528
3 710
TOTAL EQUITY AND LIABILITIES
93 153
110 575
NET ASSET VALUE PER SHARE
03/31/2023
12/31/2022
Net asset value
36 711
29 399
A number of shares (pcs.)
5 132 988
5 132 988
Net asset value per share (in PLN)
7,15
5,73
A diluted number of shares (pcs.)
5 395 934
5 365 406
Diluted net asset value per share (in PLN)
6,80
5,48
The net asset value per share was calculated in relation to the number of the Company's shares at the balance sheet
date.
The diluted number of shares in the Company on March 31, 2023 amounted to 5,395,934, including 262,946 shares
under the incentive program.
The diluted number of shares in the Company on December 31, 2022 amounted to 5,365,406, including 232,418
shares under the incentive program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 12
Consolidated Profit and Loss Account with The Statement of Comprehensive
Income (in thousands of PLN)
PROFIT AND LOSS ACCOUNT
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
Continuing operations
A.
Revenues
3 219
4 183
B.
Operating costs
-4 880
11 654
Materials and Energy
85
218
Employee benefits
7 287
6 042
Employee benefits - Share-based Payment
-21 602
0
Amortization and depreciation
1 139
645
External services
7 396
4 514
Other costs
816
235
C.
Profit/Loss on sales
8 099
-7 471
Other operating income
158
68
Other operating costs
6
1
Loss (profit) from expected credit losses
-168
1
D.
Operating profit (loss)
8 420
-7 405
Financial income
605
286
Financial costs
32
11
E.
Pre-tax profit (loss)
8 993
-7 130
Income tax
4 718
156
F.
Net profit (loss) from continuing operations
4 275
-7 286
Discontinued operations
Net profit (loss) from discontinued operations
0
0
G.
Net profit (loss)
4 275
-7 286
NET PROFIT (LOSS) ATTRIBUTABLE TO:
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
- shareholders of the parent company
4 275
-7 286
- non-controlling interests
0
0
STATEMENT OF COMPREHENSIVE INCOME
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
Net profit (loss)
4 275
-7 286
Other comprehensive income
-186
88
1. Items that will not be reclassified to profit or loss
0
0
2. Items that will be reclassified to profit or loss:
-186
88
a) Exchange differences in translating foreign operations
-186
88
Total comprehensive income
4 089
-7 198
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
- shareholders of the parent company
4 089
-7 198
- non-controlling interests
0
0
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 13
PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO:
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
Continuing operations
A number of shares (pcs.)
5 132 988
4 886 048
Profit (loss) per share (in PLN)
0,83
-1,49
A diluted number of shares (pcs.)
5 395 934
4 975 047
Diluted profit (loss) per share (in PLN)
0,79
-1,46
Discontinued operations
A number of shares (pcs.)
5 132 988
4 886 048
Profit (loss) per share (in PLN)
0
0
A diluted number of shares (pcs.)
5 395 934
4 975 047
Diluted profit (loss) per share (in PLN)
0
0
Continuing and discontinued operations
A number of shares (pcs.)
5 132 988
4 886 048
Profit (loss) per share (in PLN)
0,83
-1,49
A diluted number of shares (pcs.)
5 395 934
4 975 047
Diluted profit (loss) per share (in PLN)
0,79
-1,46
The value of net profit (loss) per share was calculated in relation to the weighted average number of DataWalk S.A.
shares for the period. The number of shares calculated this way for the first quarter of 2023 was 5,132,988; for the
first quarter of 2022, it was 4,886,048.
The weighted average diluted number of shares of the Company in the first quarter of 2023 amounted to 5,395,934,
including 262,946 shares under the incentive program.
The weighted average diluted number of shares of the Company in the first quarter 2022 amounted to 4,975,047,
including 88,999 shares under the incentive program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 14
Consolidated Statement of Changes in Equity (in thousands of PLN)
STATEMENT OF CHANGES
IN EQUITY
Share
capital
Share
premium
Other
capitals
Foreign
exchange
translation
differences
Reserve
capital
Profit (loss)
from
previous
years
Net profit
(loss) for the
current
period
Equity
attributable to
shareholders of
the parent
company
Equity
attributable
to non-
controlling
interests
Total
equity
Balance as at 01/01/23
513
171 968
9 965
1 014
31 653
-68 970
-116 744
29 399
0
29 399
Equity increase (decrease)
0
0
0
-186
3 224
-116 744
121 019
7 312
0
7 312
Total comprehensive income
0
0
0
0
0
0
4 275
4 275
0
4 275
Net profit (loss)
0
0
0
0
0
0
4 275
4 275
0
4 275
Exchange differences in
translating foreign operations
0
0
0
-186
0
0
0
-186
0
-186
Share capital increase
0
0
0
0
0
0
0
0
0
0
Distribution of profit (loss) for the
previous year
0
0
0
0
0
-116 744
116 744
0
0
0
Changes in equity resulting from
IFRS 2
0
0
0
0
3 224
0
0
3 224
0
3 224
Balance as at 03/31/2023
513
171 968
9 965
827
34 877
-185 714
4 275
36 711
0
36 711
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 15
STATEMENT OF CHANGES
IN EQUITY
Share
capital
Share
premium
Other
capitals
Foreign
exchange
translation
differences
Reserve
capital
Profit (loss)
from
previous
years
Net profit
(loss) for the
current
period
Equity
attributable
to
shareholders
of the parent
company
Equity
attributable
to non-
controlling
interests
Total equity
Balance as at 01/01/2022
489
133 859
9 965
347
2 771
-67 321
-1 648
78 462
0
78 462
Equity increase (decrease)
0
0
0
88
0
- 1 648
-5 638
-7 198
0
-7 198
Total comprehensive income
0
0
0
88
0
0
-7 286
-7 198
0
-7 198
Net profit (loss)
0
0
0
0
0
0
-7 286
-7 286
0
-7 286
Exchange differences in
translating foreign operations
0
0
0
88
0
0
0
88
0
88
Share capital increase
0
0
0
0
0
0
0
0
0
0
Distribution of profit (loss) for the
previous year
0
0
0
0
0
-1 648
1 648
0
0
0
Changes in equity resulting from
IFRS 2
0
0
0
0
0
0
0
0
0
0
Balance as at 03/31/2022
489
133 859
9 965
435
2 771
-68 970
-7 286
71 263
0
71 263
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 16
Consolidated Cash Flow Statement (in thousands of PLN)
CASH FLOW STATEMENT
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
Cash flows from operating activities
4 275
-7 286
Net profit (loss)
Adjustments, including:
- amortization and depreciation
1 139
645
- foreign exchange gains (losses)
-206
109
- interest expenses
26
11
- income from interest and dividends
-1 073
-5
- profit (loss) on investing activities
-37
0
- share-based payment (equity-settled)
3 224
0
- share-based payment (cash-settled)
-24 826
0
- change in receivables
5 341
1 802
- change in provisions
6
1 144
- change in liabilities other than incentive program
-718
522
- change in prepayments
5 315
137
- change in contract assets and contract liabilities
894
-849
- other adjustments
0
0
Net cash generated (used) in operating activities
-6 641
-3 770
Cash flows from investing activities
Purchase of intangible assets
3 680
3 006
Purchase of property, plant, and equipment
0
24
Proceeds from the sale of property, plant and equipment
40
0
Inflow from bank deposits (over 3 months)
0
0
Outflows from bank deposits (over 3 months)
0
90
Proceeds from governmental subsidies
0
0
Interest received
1 073
5
Net cash generated (used) in investing activities
-2 568
-3 114
Cash flows from financing activities
Proceeds from issue of share capital
0
0
Payment of finance lease liabilities
141
159
Interest paid
26
5
Other outflows
7
0
Net cash generated (used) in financing activities
-174
-164
Total net cash flows
-9 382
-7 048
Opening balance of cash
57 598
51 650
Change in cash due to foreign currency translation
6
-7
Change in the cash balance, net
-9 376
-7 055
Closing balance of cash
48 222
44 595
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 17
COMMENTARY AND ADDITIONAL
INFORMATION FOR THE CONDENSED
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS OF THE DATAWALK
CAPITAL GROUP
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 18
SUMMARY AND ANALYSIS OF THE FINANCIAL RESULTS OF THE DATAWALK
CAPITAL GROUP FOR THE FIRST QUARTER OF 2023
Commentary on the financial results of the DataWalk Group
In the first quarter of 2023, the value of the DataWalk Group's revenue amounted to PLN 3,219 thousand, down
23% compared to the first quarter of 2022.
The sales potential of the Group, as well as of the Company, in the first quarter of 2023, as in the whole of 2022,
was still limited due to insufficient capacity in so-called Field Engineering. Our pre- and post-sales teams turned out
to be unable to handle the growing number of customers and the complexity of contracts we've been working on.
This problem was identified and started addressing it over a year ago. There are now noticeable effects of the changes
made to how these teams operate. However, a sustained return to a growth path of more than 70% year-on-year
requires further work on process improvement and the development of the staff involved.
The Group is still in a dynamic growth stage, as evidenced by the significant increase in projects qualifying for the
sales funnel, the value of which exceeded USD 40 million for the first time in the Group's history.
The revenue in the Americas market in the first quarter of 2023 amounted to PLN 1,849 thousand, while in the
comparable period, it was PLN 2,511 thousand, which means a decrease of 26%. The U.S. team is steadily building
DataWalk's position in America's market. Although operations are still in the early market expansion stage, the
Group has acquired another customer from this area (in the public sector).
In the first quarter of 2023, the Group recorded a decrease in revenue in the other markets (EMEA and APAC
regions), which amounted to PLN 1,370 thousand, down 18% from the PLN 1,672 thousand revenue reached in the
comparable period. It was mainly due to the lack of acquisition of new customers in this segment and the focus on
completing implementation projects and maintaining cooperation with existing customers, thanks to which the
Group maintains a 100% retention rate of its customers.
As of the balance sheet date, March 31, 2023, the deferred revenue amounts to PLN 4,528 thousand and represent
Group's obligation to provide customers with the contracted licenses or services and same time, represents the value
of revenue to be recognized in subsequent quarters in the amount resulting from the realization of these obligations.
These revenues mainly relate to delivering technical support services (the so-called "maintenance") for PLN 4,137
thousand and implementation services for PLN 391 thousand.
The DataWalk Group manages the investment process through triggers linked to business performance and financial
models. The above approach allows monitoring and steering costs and capital expenditure (R&D) dynamics. In light
of this, due to lower-than-expected revenue growth, the Group limits cost growth until it achieves the expected
improvement in the sales dynamic.
In 2022, the Group implemented incentive programs using cash-settled and equity-settled share-based payment
transactions. The purpose of the program is to attract and retain members of key personnel for both DataWalk S.A.
and its subsidiaries by creating additional market-attractive tools and identifying key personnel within the Group,
and its long-term goals, motivating them to pay special attention to the Group's long-term performance, maintain
the dynamic growth of its value, and connect the interests of these individuals to the interests of the Group, and
consequently, the interests of its shareholders. The goal of the Incentive Program is to link the long-term value of
the Company and its Group with the long-term goals of the key personnel.
As a result of the conclusion of agreements with participants of the RSU-based program, as of March 31, 2023, the
Group estimated the value and recognized the cost and liability arising from the ongoing program at a total amount
of PLN 43,631 thousand. The incentive program total cost recognized in the first quarter of 2023 in the Group's
operating expenses amounted to PLN -21,602 thousand. The increase in RSU costs resulting from the recognition
in the reporting period of the estimated amount of RSUs vested in the first quarter of 2023 amounted to PLN 781
thousand, while the value of PLN -25,607 thousand represents the difference in the valuation of RSUs as of the
balance sheet date of March 31, 2023 relative to the valuation as of December 31, 2022. The real value of the
incentive program has yet to be discovered. The value of the cash amounts payable under the incentive program
depends, among other things, on the fulfillment of conditions dependent on the participants, primarily on the
occurrence of a "sale transaction" defined in the program's regulations and the value of this transaction. Accordingly,
the program implementation at this time is considered a future and uncertain event, and the liability is not due until
the date of approval for the publication of this report. The “DATAWALK GROUP'S CASH-SETTLED
INCENTIVE PROGRAM” includes details of this program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 19
In addition, as a result of the conclusion of agreements with participants in the Company's equity-settled program,
the Group estimated the value and recognized in the consolidated financial statements the cost and a corresponding
increase in equity resulting from the program at a total amount of PLN 3,224 thousand. Thus, the total value of the
Company's ongoing share-based incentive program reported in equity as of March 31, 2023, amounted to PLN
34,877 thousand. The “DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM” includes details
of this program.
Other factors having the most significant impact on the increase in the Group's operating expenses relative to the
first quarter of 2022 include the increase in the costs of salaries and external services related to the growth and
increasing scale of the Group's operations, both in the area of increasing the number of implementation,
programming and sales specialists, as well as ongoing processes related to international commercialization. In
addition, during the last twelve months, the Company completed further development work and started to amortize
it, which increased this cost item relative to the first quarter of 2022.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 20
The DataWalk Group financial results
The table below presents selected consolidated financial data for the first quarter of 2023 and the comparable period
of 2022.
Position
01/01/2022 –
12/31/2022
01/01/2021 –
12/31/2021
Change
Change %
Revenues
3 219
4 183
-964
-23%
Operating costs
-4 880
11 654
-16 534
-142%
Profit/Loss on sales
8 099
-7 471
15 570
-208%
Other operating income
158
68
Other operating costs
6
1
Loss (profit) from expected credit losses
-168
1
EBIT
8 420
-7 405
15 824
Net profit (loss) attributable to shareholders of the
parent company
4 275
-7 286
Operating costs
-4 880
11 654
Operating costs excluding amortization and
depreciation as well as share-based incentive
program
15 583
11 010
4 574
42%
Amortization and depreciation
1 139
645
494
77%
Share-based incentive program costs
-21 602
0
EBITDA
9 559
-6 760
Adjusted EBITDA
-12 044
-6 760
-5 284
78%
Adjusted EBIT
-13 183
-7 405
CFO
bt
-6 641
-3 770
-2 871
76%
CAPEX
-3 680
-3 029
-651
21%
FCF
-10 321
-6 799
-3 522
52%
Closing balance of cash
48 222
44 595
3 627
8%
Source: Issuer.
EBIT = Operating profit (loss),
Adjusted EBIT = EBIT + estimated costs related to the incentive program payable in the Group's own shares (settled in cash and equity
instruments) + non-cash allowance resulting from asset impairment test,
EBITDA = EBIT + Amortization and depreciation,
Adjusted EBITDA = EBITDA + estimated costs related to the incentive program payable in the Group's own shares (settled in cash and equity
instruments) + non-cash allowance resulting from asset impairment test,
CFO
bt
= Net cash generated (used) in operating activities (i.e. before income tax paid),
CAPEX = expenditure on acquisition of tangible fixed assets + expenses for intangible assets + expenses related to development work,
FCF = CFO
bt
- |CAPEX|.
Net profit attributable to shareholders of the parent company at the end of the first quarter of 2023 amounted to PLN
4,275 thousand, while in the corresponding period of 2022, the Group reported a net loss of PLN 7,286 thousand.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 21
The most significant impact on the change in the Group's consolidated financial result for the first quarter of 2023
relative to the comparable period was:
• recognition of incentive program costs using cash-settled share-based payment transactions in the total
amount of PLN -24,826 thousand, in accordance with IFRS 2. The increase in RSU costs resulting from
the recognition in the reporting period of the estimated amount of RSUs vested in the first quarter of 2023
amounted to PLN 781 thousand, while the value of PLN -25,607 thousand represents the difference in the
valuation of RSUs as of the balance sheet date of March 31, 2023 relative to the valuation as of December
31, 2022;
• recognition of incentive program costs using equity-settled share-based payment transactions in the total
amount of PLN 3,224 thousand, in accordance with IFRS 2;
• a decrease in the financial result of PLN 5,204 thousand, resulting from recognizing the difference in the
valuation of the deferred tax asset. The identified deferred tax asset's main component is the incentive
program's liability. The decrease in the incentive program liability resulted from the difference between the
value as of March 31, 2023, and the valuation as of December 31, 2022;
• an increase in the costs of salaries and external services related to the development and growing scale of
the Group's operations, both in the area of increasing the number of specialists in engineering, solution
design, and sales, as well as ongoing processes related to international commercialization, amounting to
PLN 3.485 thousand, or 42% compared to the comparable period;
• a decrease in sales revenue amounting to PLN 964 thousand, or 23% compared to the comparable period;
• an increase in the cost of other third-party services by PLN 641 thousand, related to the development and
growing scale of the Group's operations, or 30% compared to the comparable period;
• an increase in depreciation and amortization costs by PLN 494 thousand due to the release of new versions
of DataWalk software, or 77% compared to the comparable period.
The revenue structure of the DataWalk Group
In the first quarter of 2023, revenue from license sales amounted to PLN 534 thousand, represented 17% of the
Group's total revenue and was 69% lower than in the comparable period. The decrease in license revenue compared
to the first quarter of 2022 is due to the number of new customers acquired who decided to purchase the DataWalk
platform. The Group acquired one customer in the first quarter of 2023, while it was two customers in the comparable
period.
Revenues from the sale of implementation services amounted to PLN 590 thousand and were 24% higher than in
the first quarter of 2022. In the discussed period, revenue from technical support services amounted to PLN 2 072
thousand, accounted for 64% of the Group's total revenues and was 10% higher than in the comparable period of
2022. The decrease in the other revenue was due, in particular, to the completion of the sale of ancillary services
related to the DataWalk software to one of the Group's customers.
The table below presents consolidated revenues for the first quarter of 2023, and in the comparable period of 2022.
Position
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
Change
Licenses sale
534
1 716
-69%
Implementation services
590
475
24%
Technical support
2 072
1 891
10%
Other
22
100
-78%
Total
3 219
4 183
-23%
Source: Issuer.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 22
The table below presents the currency structure of revenue in the first quarter of 2023, and in the comparable period
of 2022.
Position
01/01/2023 – 03/31/2023
01/01/2022 – 03/31/2022
PLN (Polish zloty)
26%
11%
USD (U.S. Dollar)
74%
89%
Total
100%
100%
Source: Issuer
The revenue structure of the DataWalk Group by regions
The table below presents the revenues of the DataWalk Group in the first quarter of 2023 by regions (in thousands
of PLN).
Revenues by region
01/01/2023 – 03/31/2023
Share in total revenues (%)
Poland
832
26%
North and South America
1 849
57%
Other regions
537
17%
Total
3 219
100%
Source: Issuer.
The table below presents the revenues of the DataWalk Group in the first quarter of 2022 by region (in thousands of
PLN).
Revenues by region
01/01/2022 – 03/31/2022
Share in total revenues (%)
Poland
469
11%
North and South America
2 511
60%
Other regions
1 203
29%
Total
4 183
100%
Source: Issuer.
Cash flow of the DataWalk Group
The Group's cash flow from operating activities (CFO) in the first quarter of 2023 amounted to PLN -6,641 thousand.
The most significant influence on the CFO had: (i) operating loss adjusted for amortization and depreciation as well
as costs of the incentive program (adjusted EBITDA) of PLN 12,044 thousand; (ii) decrease in receivables in the
first quarter by an amount of PLN 5,341 thousand.
The Group's cash flow from investing activities (CFI) in the first quarter of 2023 amounted to PLN -2 568 thousand.
CFI was most affected by capitalized development costs of DataWalk software of PLN 3,680 thousand and interest
received on bank deposits in the amount of PLN 1,073 thousand.
The Group's cash flow from financing activities (CFF) in the first quarter of 2023 amounted to PLN -174 thousand.
CFF was most affected by the net outflow of funds from the repayment of the Issuer's lease liabilities of PLN 714
thousand.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 23
The table below presents the cash flow of the DataWalk Group for the first quarter of 2023 and comparable period
of 2022.
Position
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
Change
CFO
-6 641
-3 770
76%
CFI, including:
-2 568
-3 114
-18%
- CAPEX
-3 680
-3 029
21%
CFF
-174
-164
6%
Total net cash flows
-9 382
-7 048
33%
Source: Issuer.
CFO = Net cash generated (used) in operating activities,
CFI = Net cash generated (used) in investing activities,
CAPEX = expenditure on acquisition of tangible fixed assets + expenses for intangible assets + expenses related to development work,
CFF = Net cash (used) in financing activities.
Balance sheet of the DataWalk Group
The table below presents selected balance sheet items as at March 31, 2023, and December 31, 2022.
Assets
03/31/2023
12/31/2022
Change
Intangible assets
22 282
19 530
14%
Right-of-use assets
1 074
1 075
0%
Contract assets
851
927
-8%
Trade receivables
3 648
9 654
-62%
Other short-term receivables
2 243
1 580
42%
Cash and cash equivalents
48 222
57 598
-16%
Deferred tax assets
10 341
15 059
-31%
Other assets
4 492
5 152
-13%
Total assets
93 153
110 575
-16%
Source: Issuer.
Equity and liabilities
03/31/2023
12/31/2022
Change
Equity
36 711
29 399
25%
Incentive program liabilities
43 631
68 457
-36%
Trade payables
3 775
4 559
-17%
Bank loans and borrowings
694
719
-3%
Lease liabilities
1 113
1 103
1%
Contract liabilities
4 528
3 710
22%
Other liabilities
2 701
2 627
3%
Total equity and liabilities
93 153
110 575
-16%
Source: Issuer.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 24
The table below presents selected financial ratios of the DataWalk Group as at March 31, 2023, as well as
December 31, 2022.
Position
03/31/2023
12/31/2022
Current ratio
5,0
6,4
Quick Ratio
4,7
6,1
Cash Ratio
4,1
5,0
Debt ratio
14%
12%
Debt / Equity
0,0
0,0
Debt-to-Equity Ratio
16%
13%
Working Capital (in thousands PLN)
46 533
61 630
Source: Issuer.
Current ratio = Current assets (short-term) / Current liabilities (short-term),
Quick Ratio = (Cash and cash equivalents + Short-term investments + Account receivables) / Current liabilities (short-term),
Cash Ratio = Cash and cash equivalents / Current liabilities (short-term),
Debt ratio = (Total liabilities excluding RSU-based incentive program liabilities) / Total assets × 100%,
Debt / Equity = (Interest-bearing bank loans + Debt securities + Liabilities due to finance leases) / Total Shareholders’ Equity + non-cash cost of
RSU-based incentive program),
Debt-to-Equity Ratio = (Total Liabilities excluding RSU-based incentive program liabilities) / (Total Shareholders’ Equity + non-cash cost of
RSU-based incentive program) × 100%,
Working Capital = Current assets (short-term) - Current liabilities (short-term).
The Executive Board decided to adjust the Debt ratio, Debt/Equity, as well as the Debt-to-Equity ratio for the cost
of the RSU-based incentive program both due to the materiality of this item in liabilities and equity (in the income
items), as well as due to the future and contingent nature of this liability and the fact, that the recognized costs are
currently non-cash and have no impact on the Group's current financial position. The “DATAWALK GROUP'S
CASH-SETTLED INCENTIVE PROGRAM” includes details of this program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 25
DATAWALK GROUP'S CASH-SETTLED INCENTIVE PROGRAM
Information on estimates
The Group carries out an incentive program using cash-settled share-based payment transactions. The program is
based on derivative financial instruments, entitling the holder to receive payment of a cash amount in the amount
and under the conditions specified in the Regulations and the Participation Agreement (so-called Restricted Stock
Units, hereinafter "RSUs"). This program is recognized in the consolidated financial statements following IFRS 2.
To comply with IFRS 2, the Group recognizes an amount for services received during the vesting period, using the
best available estimate of the number of equity instruments for which vesting will occur. If necessary, the entity
revises these estimates if subsequent information indicates that the number of equity instruments to be vested differs
from previous estimates. At the vesting date, the entity adjusts the estimate to the level of the number of equity
instruments that ultimately vest.
Recognition of an incentive program requires the performance of an analysis that involves making certain
assumptions and applying professional judgment, particularly regarding the number of equity instruments that will
vest during the reporting period and the valuation of the RSU. At each balance sheet date, the Group estimates the
number of equity instruments for which vesting will occur and their fair value during the reporting period to
recognize in the financial statements the relevant liabilities and the Group's costs resulting from the incentive
program.
The character and principles of the long-term cash-settled Incentive Program of the DataWalk Capital Group
On June 30, 2020, the General Meeting of DataWalk S.A. adopted a resolution to introduce an Incentive Program
(the "Program") aimed at members of key personnel who are Employees, Associates or members of the Executive
Board ("Eligible Persons") of the Group. The Program's Regulations were adopted by the Company's Executive
Board and subsequently approved by the Supervisory Board in a resolution of March 18, 2022.
The Program's provisions are effective as of the date of adoption of the Regulations by the Supervisory Board and
shall remain in force until the date of termination by the Executive Board with the effects referred to in the
Regulations. The Executive Board may at any time, with the approval of the Supervisory Board, decide to terminate
the Program or make changes to it.
The purpose of the Program is to attract and retain members of key personnel on a long-term basis for both the
Company and/or its Subsidiaries by creating: additional market-attractive tools to fully identify and identify key
personnel with the Group, its long-term goals, motivating them to pay special attention to the Group's long-term
performance, maintaining the Group's dynamic growth in value, and linking the interests of these individuals to the
interests of the Group and, consequently, to the interests of its shareholders, thereby linking the long-term value of
the Group to the long-term goals of the individuals comprising the key personnel.
The maximum number of RSUs that may be granted in aggregate to all Eligible Persons under the Program may not
exceed 1,120,000 units. The maximum duration of the Eligible Persons' right to exercise RSUs is 10 years from the
signing of the Program Participation Agreement, under which the Eligible Person becomes entitled to receive cash
upon meeting certain vesting conditions.
In share-based payment transactions, the Group receives services from Eligible Persons and incurs an obligation to
spend cash, which is based on the price (or value) of the Company's shares as remuneration.
The Eligible Persons were offered to enter into agreements regarding participation in the Program (the "Participation
Agreement"), which set forth the terms and conditions for the Eligible Persons' entitlement to receive derivative
financial instruments within the meaning of the Financial Instruments Trading Act of July 29, 2005 (Journal of Laws
No. 183, item 1538, as amended) entitling them to receive payment of a cash amount in the amount and under the
terms and conditions set forth in the Regulations and the Participation Agreement (so-called Restricted Stock Units,
hereinafter "RSUs").
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 26
The conditions related to the acquisition of RSUs imply the fulfillment of the established individual goals, if
provided for in the Participation Agreement, and/or the maintenance of the Employee's and/or Associate's and/or
Executive Board Member's status in the Group for the period specified in the Participation Agreement and under the
terms and conditions set forth in the Regulations.
The conditions related to the fulfillment of the established individual goals (performance vesting conditions) do not
depend on the market price of the Group's equity instruments and are therefore classified as non-market conditions.
The conditions related to maintaining the status of an Employee and/or Associate and/or Executive Board Member
in the Group (service period vesting conditions) are for a period of up to four years, taking into account the period
of service to the Group before approval of the Regulations. Vesting takes place on an annual basis (one-year cliff).
Under IFRS 2, vesting conditions other than market conditions should not be considered when estimating the fair
value of shares or stock options at the measurement date. Instead, vesting conditions should be considered by
adjusting the number of equity instruments used in measuring the value of the entire transaction, so that the value of
the services recognized in exchange for the equity instruments granted takes into account the number of instruments
that will eventually vest.
The condition for the Realization of payments under the Program provisions is the fulfillment of the vesting
conditions (vesting conditions) and the execution of the Sale Transaction (non-vesting condition) together.
A Selling Transaction means a situation in which all of the following conditions occur:
(i) an entity or group of entities acting in concert, as referred to in Article 87 of the Polish Offering Act, will exceed
50% of the total number of votes in the Company as a result of the announcement of a tender offer for the sale of all
the Company's shares, as referred to in Article 74 (1) or (2) or Article 91 (5) of the Polish Offering Act. 5 of the
Polish Act on Public Offering, whereby, for the purposes of calculating the total number of votes in the Company,
the sum of the number of votes held - regardless of legal title - by all entities belonging to the same capital group
and the number of votes attached to the shares is taken into account, even if the exercise of voting rights therefrom
is limited or excluded pursuant to the Company's Articles of Association or an agreement or provisions of law, or a
transformation, merger or division of the Company takes place, which would not require the announcement of a
tender offer pursuant to Article 92 of the Polish Act on Public Offering; and
(ii) FGP Venture will dispose of at least [587,500] (in words, [five hundred eighty-seven thousand five hundred]) of
its shares in the Company or their equivalent received as a result of the transformation, merger or demerger of the
Company (in response to the tender offer referred to in clause (i) or independently of such tender offer), or an entity
(acting alone, through a group of companies or in concert with other entities), other than the shareholders of FGP
Venture as of June 30, 2020, will reach more than 50% of the shares in FGP Venture,
(iii) notwithstanding the above, a transaction will not constitute a Sale Transaction if it does not result in a change
of control within the meaning of Article 409A, i.e. (a) the entity or group of entities acting in concert exceeds 50%
of the total number of votes in the Company or ownership of 50% of the Company's assets, or (b) the achievement
of effective control over the Company understood as achieving at least 30% of the total number of votes, or (c) the
acquisition of the Company's assets representing at least 40% of the gross market value of all the Company's assets;
Under IFRS2, the Sale Transaction is understood as a condition other than vesting conditions (so-called non-vesting
condition).
Since the occurrence of the Sale Transaction is a probable future event, however, dependent on factors not fully
controlled by the Group, and does not depend on the market price of the Group's shares - it has not been included in
the valuation estimates of the RSUs.
The realization of RSUs consists of a one-time payment by the Group of a cash amount in an amount equal to the
product of the number of RSUs granted and the value of the RSUs set forth in the Regulations, which will depend
on the value/price of the shares from the Sale Transaction, less any mandatory withholdings for income tax, social
security, health insurance contributions or any other public and legal dues in the part charged to the Participant,
which the Group, as the payer, is required to withhold under applicable laws. Once the RSUs have been exercised,
i.e., as to which there has been payment of the cash amount due, the Participant is not entitled to any additional cash
or non-cash benefits from the Group under the Program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 27
If a Sale Transaction does not occur within the period indicated in the Participation Agreement entered into with the
relevant Participant's right to receive RSUs, in view of the inability to meet the Performance Conditions, the
Participation Agreement shall be automatically and immediately terminated to the extent of the RSUs in question,
without any performance obligation on the part of the Company or the Subsidiary. The Participant shall not be
entitled to any claims for payment, including any claims for damages against the Company, the Subsidiary, their
shareholders, or members of their management boards.
Assumptions used for valuation of the Program
Employee services received in cash-settled share-based payments are measured indirectly at the liability's fair value
at the grant date. The initial liability measurement is based on the fair value of the underlying instruments.
Measurement of the liability takes into account the extent to which services have been rendered.
The entity determines the fair value of a cash-settled liability by considering only market and non-vesting conditions.
It means that vesting conditions and non-market conditions affect liability measurement by adjusting the number of
rights to receive cash based on estimates of the performance to be met.
At each reporting date, and ultimately at the settlement date, the recognized liability's fair value is subject to
remeasurement. The remeasurement applies to the recognized liability portion up to the vesting date. The full amount
is subject to remeasurement from the vesting date to the settlement date. The cumulative net cost and amounts
recognized in the income statement that will ultimately be recognized in connection with the transaction will equal
the amount paid to settle the liability.
The effects of remeasurement during the vesting period are recognized immediately in the income statement (in the
corresponding expense item) to the extent that they relate to past services, and to the extent that they relate to future
services the effect of remeasurement is spread over the remaining vesting period.
It means that in the repricing period there is a supplementary adjustment for previous periods so that the recognized
liability at each reporting date is equal to the total fair value of the liability.
As of the balance sheet date of March 31, 2023, the Group has revalued the RSUs for which vesting has occurred
based on the Group's internal estimates. A decision on the final number of RSUs granted and their value had not
been made as of the date of the financial statements, as there were no events specified in the Regulations giving
Eligible Persons the right to grant and benefit from the RSUs granted.
The fair value of the RSUs as of the balance sheet dated March 31, 2023, was determined based on the market price
of DataWalk S.A. shares. As stipulated in the Regulations, the value of the RSUs will be determined based on the
share price from the Sale Transaction. The RSUs will be granted at no cost to the Eligible Persons. RSUs do not
carry the right to dividends; therefore, the expected dividend yield is 0. There are no other market conditions in the
valuation of RSUs in the Program. In this situation, the valuation of the RSUs at a given balance sheet date should
be equal to the fair value of the Company's shares at that date. On the other hand, the total cost of the Program should
be determined at each balance sheet date taking into account other non-market factors. The Company performed a
sample simulation of the RSU valuation using the Black-Scholes model to confirm the validity of this approach. The
valuation result confirms that it is reasonable to take the RSU valuation at the fair value of the shares under the
assumptions mentioned above.
The average annual percentage of forfeitures for RSUs, based on expectations of, for example, the number of
employees and associates leaving the Group before the vesting date, was assumed to be 0%. The Group periodically
revises these estimates and updates them to actual forfeitures.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 28
The recognition of the Program from January 1, 2023, to March 31, 2023
The following table shows the number of RSUs granted as of March 31, 2023, by vesting conditions and degree of
performance.
Vesting conditions
Granted
rights
(in pcs.)
Degree of
fulfillment
of vesting
conditions
Estimated
number of
vested rights
(in pcs.)
Number of
forfeited
rights
(in pcs.)
Remains
under
vesting
(in pcs.)
Vested rights
728 275
98,46%
717 025
11 250
0
Providing services until 06/30/2023
5 875
75,74%
4 450
125
1 300
Providing services until 12/31/2023
64 625
53,47%
34 557
0
30 068
Providing services until 06/30/2024
7 125
40,64%
2 895
125
4 105
Providing services until 12/31/2024
7 125
13,85%
987
2 500
3 638
Providing services until 06/12/2025
5 875
25,87%
1 520
125
4 230
Providing services until 12/31/2025
6 750
12,62%
852
0
5 898
Providing services until 06/30/2026
2 500
18,70%
467
0
2 033
Providing services until 12/31/2026
4 750
6,10%
290
0
4 460
Total
832 900
91,61%
763 043
14 125
55 732
Following IFRS 2, the Group has updated the fair value of the RSUs as of the balance sheet date of March 31, 2023,
and revised the estimated vesting of the RSUs.
Accordingly, the Group has determined the following events affecting the estimates:
a) the fair value as of March 31, 2023, differed from the value obtained as of the previous balance sheet date
(difference resulting from the change in the Company's share price),
b) in the first quarter of 2023, further RSUs were valued and recognized for which acquisition conditions are
estimated to have been met.
The following table shows the items affecting the value of the liability and the cost of the Program recognized in the
financial statements.
Description
Quantity
Weighted
average fair
value
(in PLN)
Cost by
weighted
average fair
value
(in PLN
thous.)
Estimated number of vested rights as of 01/01/2023
749 388
91,35
68 457
Estimated number of vested rights as of 12/21/2022
749 388
-34,17*
-25 607
Estimated number of vesting during the first quarter of 2023
13 655
57,18
781
Number of forfeited rights during the first quarter of 2023
0
91,35
0
Estimated number of vested rights as of 03/31/2023
763 043
57,18
-24 826
* The difference between the weighted average fair values of RSUs as of March 31, 2023 and December 31, 2022.
There were no RSUs that were exercised during the reporting period, as well as no RSUs that were exercisable as
of the balance sheet date of March 31, 2023.
The total cost of the Program recognized in the consolidated financial statements for the three months ending March
31, 2023, estimated according to vesting, amounted to PLN -24,826 thousand.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 29
The following table presents the recognition of the Program's costs by line item in the consolidated financial
statements.
Financial statement element
Item
Weighted average fair value
(in PLN thous.)
Profit and Loss Account/Operating costs
Employee benefits - Share-based
Payment
-24 826
Equity
Profit (loss) from previous years
68 457
Long-term liabilities
Incentive program liabilities
43 631
Due to the Program's long-term duration and the expected execution date, liabilities under the Program have been
classified as long-term liabilities. The total amount of liabilities under the Program as of March 31, 2023 was PLN
43,631 thousand.
The following table shows the settlement of RSUs under the Program by exercise status and their fair values as of
March 31, 2023.
Description
Number of
units
% of the
Program
Fair value
(in PLN)
Cost by
fair value
(in PLN
thous.)
The maximum number of units in the
Program, including:
1 120 000
100%
57,18
64 042
- RSUs granted under the Participation
Agreements
832 900
74%
57,18
47 625
- Tranche as of 04/01/2022
799 900
71%
57,18
45 738
- Tranche as of 07/01/2022
14 000
1%
57,18
801
- Tranche as of 01/01/2023
19 000
2%
57,18
1 086
- Number of forfeited rights
-14 125
-1%
57,18
-808
- Number of RSUs to be granted in future
periods
301 225
27%
57,18
17 224
RSUs granted under the Participation
Agreements, including:
832 900
74%
57,18
47 625
- Vested rigths
717 025
64%
57,18
40 999
- Remaining in the process of vesting,
including:
101 750
9%
57,18
5 818
(a) for which it is estimated that vesting
conditions have been met
46 018
4%
57,18
2 631
- Forfeited rights
14 125
1%
57,18
808
As of the balance sheet date of March 31, 2023, the incentive program remains in progress.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 30
DATAWALK GROUP'S EQUITY-SETTLED INCENTIVE PROGRAM
Information on estimates
The Group carries out an incentive program using equity-settled share-based payment transactions. The program is
based on DataWalk's shares and entitles the holder to receive equity instruments in the amount and under the
conditions specified in the Regulations and the Participation Agreement. This program is recognized in the
consolidated financial statements following IFRS 2.
To comply with IFRS 2, the Group recognizes an amount for services received during the vesting period, using the
best available estimate of the number of equity instruments for which vesting will occur. If necessary, the entity
revises these estimates if subsequent information indicates that the number of equity instruments to be vested differs
from previous estimates. At the vesting date, the entity adjusts the estimate to the level of the number of equity
instruments that ultimately vest.
Recognition of an incentive program requires the performance of an analysis that involves making certain
assumptions and applying professional judgment, particularly regarding the number of equity instruments that will
vest during the reporting period and the valuation of options per share on the date of their granting. At each balance
sheet date, the Group estimates the number of equity instruments for which vesting will occur and their fair value
during the reporting period to recognize in the financial statements the relevant increases in equity and the Group's
costs resulting from the incentive program.
Reserve capital
03/31/2023
(in thous. PLN)
12/31/2022
(in thous. PLN)
Incentive program
34 877
31 653
Total
34 877
31 653
The character and principles of the long-term equity-settled Incentive Program of the DataWalk Capital Group
On June 30, 2022, the General Meeting of DataWalk S.A. adopted a resolution to introduce an Incentive Program
(the "Program") aimed at members of key personnel who are Employees, Associates or members of the Executive
Board ("Eligible Persons") of the DataWalk S.A. The Company's Executive Board adopted the Program's
Regulations in a resolution of August 31/2022, then approved by the Supervisory Board in a resolution of September
9, 2022 ("Regulations").
The Program's provisions are effective as of the date of adoption of the Regulations by the Supervisory Board and
shall remain in force until the date of termination by the Executive Board with the effects referred to in the
Regulations. The Executive Board may at any time, with the approval of the Supervisory Board, decide to terminate
the Program or make changes to it.
The purpose of the Incentive Program is to attract and retain members of the Company’s key personnel on a long-
term basis by creating additional tools attractive on the market, which support full identification of the key personnel
with the Company, its long-term goals, motivate this personnel to pay special attention to maintain the Company’s
dynamic growth, and link the interests of these individuals with attention to the Company’s interests and,
consequently, the interests of its shareholders. Therefore the Incentive Program enables participation in the expected
growth of the Company and, as a consequence, strengthens the relationship of these individuals with the Company.
The maximum number of Entitlements giving the right to subscribe for and/or acquire shares in the Company, shall
not exceed a total number of 430,000 (in words: four hundred and thirty thousand) shares in the Company.
The Incentive Program is implemented by granting to Participants who have been designated to participate in the
Incentive Program following the Regulations and who have subsequently entered into an Incentive Program
Participation Agreement (the "Participation Agreement") with the Company conditional entitlements to subscribe
for and/or acquire shares in the Company (the "Entitlements"). Granting of the Entitlements and the conclusion of
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 31
the Participation Agreements do not yet result in the vesting of the Entitlements or their exercise by subscribing for
or acquiring the corresponding number of shares.
The Entitlements are not securities and do not include any claims under civil law (including commercial company
law) beyond the claim for the exercise of the Entitlements in accordance with the Program, and in particular do not
create any shareholder rights on the part of the Participant, including incorporating the right to vote, the right to
share in the Company’s profit (dividends), or any other shareholder rights until the Company’s Shares are purchased
or acquired. The entitlements are non-transferable to third parties and may not be encumbered by property or bond
rights, but are subject to inheritance.
The vesting of the Entitlements by the Participants shall occur upon the fulfillment of the Vesting Conditions,
defined as the fulfillment of the financial or non-financial individual or Company criteria set forth in the Participation
Agreement, including:
(a) maintenance of the Relationship for the period specified in the Participation Agreement, and/or
(b) meeting additional criteria, if provided for in the Participation Agreement.
The Entitlements will be acquired free of charge.
Performance vesting conditions are not dependent on the market price of the Company's equity instruments and are
therefore classified as non-market conditions.
Under IFRS 2, vesting conditions other than market conditions should not be considered when estimating the fair
value of shares or stock options at the measurement date. Instead, vesting conditions should be taken into account
by adjusting the number of equity instruments that are used in measuring the value of the entire transaction so that
the value of the services recognized in exchange for the equity instruments granted takes into account the number
of instruments that will ultimately vest.
The condition for the Exercise of Entitlements is fulfilling the vesting conditions and the execution of the Sale
Transaction together (non-vesting condition).
Exercise of the Entitlement shall occur in the event of cumulative fulfillment of the following conditions:
a) fulfillment of the Vesting Conditions specified each time in the individual Participation Agreement (vesting
condition) – e.g. length of cooperation,
b) the occurrence of a „Sale Transaction”, i.e. a situation in which all of the following conditions occur (non-vesting
condition):
(i) an entity or group of entities acting in concert referred to in Art. 87 sec. 1 item 5 of the Act on Offering, will
exceed 50% of the total number of votes in the Company as a result of the announcement of a tender offer for the
sale of all shares in the Company, in accordance with the Act on Offering (hereinafter: „Tender Offer”), whereby,
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 the
shares is taken into account, even if the exercise of voting rights from them is limited or excluded by the Company’s
Articles of Association or agreement or by law, or a transformation, merger or division of the Company takes place,
which, in accordance with the applicable regulations, will not require the announcement of a Tender Offer; and
(ii) FGP Venture will dispose of at least 587500 (in words: five hundred eighty-seven thousand five hundred) of its
shares in the Company or their equivalent received as a result of the Company’s transformation, merger or demerger
(in response to the Tender Offer or independently of the Tender Offer), or an entity (acting alone, through a group
of companies or in concert with other entities) other than the shareholders of FGP Venture as of June 30, 2022 will
reach more than 50% of the shares in FGP Venture,
(iii) notwithstanding the foregoing, a given transaction will not constitute a Sale Transaction if it does not result in
a change of control, i.e.: a) exceeding by an entity or group of entities acting in concert 50% of the total number of
votes in the Company or ownership of 50% of the Company’s assets, or b) achieving actual control over the
Company, understood as reaching at least 30% of the total number of votes, or c) acquisition of assets of the
Company constituting at least 40% of the gross market value of all assets of the Company.
Under IFRS2, the Sale Transaction is understood as a condition other than vesting conditions (so-called non-vesting
condition).
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 32
Exercise of the Entitlement vested by the Participant shall consist in the acquisition or purchase of shares at the
nominal price. One Entitlement shall entitle to subscribe for or acquire one share, with the provision that if the
nominal price of a share changes, i.e. does not amount to PLN 0.10 (in words: ten groszy) per share, the Participant
shall have the right to subscribe for or acquire the number of shares according to the formula set forth in the AGM
Resolution.
The Exercise of the Entitlement shall take place either:
(i) directly using the institution of a share capital increase, the authorization of the Executive Board to increase the
Company’s share capital within the framework of authorized capital, or the acquisition by the Company of its own
shares for the purpose of offering them to the Participants;
(ii) indirectly using the institution of a conditional share capital increase linked to the issuance of registered
subscription warrants directed to the Participants;
(iii) or by any other appropriate means, including indirect acquisition by a third party – depending on the Execution
Board’s decision in this regard, approved by the Supervisory Board.
If the Sale Transaction does not take place within the period indicated in the Terms and Conditions, in the absence
of the possibility of fulfilling the Performance Conditions, the Participation Agreement shall be automatically and
immediately terminated to the extent of the Eligibility in question, without any obligation of the Company to provide
any performance. The Participant will not be entitled to any claims for payment, including any claims for damages
against the Company, its shareholders or Members of the bodies.
If the Sale Transaction occurs prior to the fulfillment of the specified Vesting Conditions, the Participation
Agreement shall be terminated to the extent of the respective Entitlements, and the Eligible Persons shall forfeit any
further participation in the Program to the extent above, including the right to acquire and exercise the respective
Entitlements. The Eligible Persons shall not be entitled to any claims against the Company, its shareholders or
Members of the Bodies, including any claims for payment, delivery of Shares or claims for damages. However, if
the Vesting Conditions of a given Eligible Person included only the maintenance of the Relationship on the terms
outlined in the Regulations for the period of time specified in the Participation Agreement, excluding the additional
criteria referred to in the Regulations, while no Cause occurred, the Conditions of Acquisition shall be deemed to
have been fulfilled on the date of the Sale Transaction, and the Eligible Persons shall be entitled to exercise the
acquired Entitlements. The Participation Agreement may regulate the consequences of the occurrence of a Sale
Transaction differently prior to the fulfillment of the Vesting Conditions.
Assumptions used for valuation of the Program
Services received as equity-settled share-based payments are measured indirectly at fair value on the grant date. The
initial valuation of the Program is based on the fair value of the underlying instruments. The measurement of the
value of the goods or services received and the corresponding increase in equity considers the extent to which the
services have been rendered.
The entity determines the fair value of the equity-settled Program by considering only the market and non-vesting
conditions. It means that vesting conditions and non-market conditions affect reserve capital measurement by
adjusting the number of rights to receive cash based on estimates of the performance to be met.
The value of one right for and/or acquire Company shares is valued only once, on the grant date. At each reporting
date, and ultimately at the date of settlement, the fair value of the recognized increase in equity may be revalued by
adjusting the number of rights for and/or acquiring Company shares. The revaluation relates to the recognized
portion of the increase in equity up to the vesting date. The total value of the increase in equity is subject to
revaluation from the vesting date to the settlement date. The cumulative net cost and amounts recognized in the
income statement that will ultimately be recognized in connection with the transaction will be equal to the product
of the vested rights to subscribe for and/or acquire Company shares and the value of one right for and/or acquire
Company shares on the grant date.
The valuation adjustment effects of the increase in equity during the vesting period are recognized immediately in
the income statement (in the corresponding expense item) to the extent that they relate to past services, and to the
extent that they relate to future services the valuation adjustment effect is spread over the remaining vesting period.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 33
It means that during the revaluation period, there may be an additional adjustment to the number of rights to take up
and/or acquire the Company's shares for previous periods so that the recognized increase in equity at each reporting
date is equal to the total fair value of the increase in equity.
As of the balance sheet date of March 31, 2023, the Company adjusted the number of rights to take up and/or acquire
Company shares for which, based on the Company's internal estimates, vesting had occurred and thus revalued the
corresponding increase in equity. A decision on the final number of rights vested by program participants will be
made upon the occurrence of events, as specified in the Regulations, giving eligible persons the right to take up
and/or acquire Company shares.
The fair value of the entitlement to subscribe for and/or acquire the Company's shares on the grant date is determined
based on the Black-Scholes-Merton model, where the underlying instrument is the market price of DataWalk S.A.
shares. The vesting will take place free of charge. Exercise of the vested rights by the participant will consist in the
subscription and/or acquisition of shares at a nominal price, which on the grant date was PLN 0.10 per share. The
entitlement to subscribe for and/or acquire shares in the Company does not give the right to dividends. Therefore
the expected dividend rate is 0. There are no other market conditions in the valuation of the rights to subscribe for
and/or acquire shares in the Program. However, the total cost of the Program and the corresponding increase in
equity should be determined at each balance sheet date, taking into account other non-market factors.
The average annual percentage of forfeitures for vesting and/or acquisition of the Company's shares, based on
expectations of, for example, the number of employees and associates leaving the Company before the vesting date,
was assumed to be 0%. The Company periodically revises these estimates and updates them to actual forfeitures.
The table below shows the parameters adopted in the Entitlement pricing model for the first tranche of the Program.
Parameters adopted in the valuation model
Tranche I
Tranche II
Program valuation date (Grant Date)
01.10.2022 r.
01.01.2023 r.
Valuation model
Black–Scholes–Merton
Black–Scholes–Merton
The number of Entitlements granted resulting
from the Participation Agreements
275 518 pcs.
120 710 pcs.
Stock Price
136,26 PLN
91,35 PLN
Exercise Price
0,10 PLN
0,10 PLN
Expected price volatility
4,16%
4,13%
Time to Maturity
5 years
5 years
Risk-free rate
7,14%
6,05%
Fair value
136,19 PLN
91,28 PLN
The vesting of the Entitlements to the Company's employees and associates who joined the Incentive Scheme from
its launch until the balance sheet date of March 31, 2023 took place in two tranches.
At a further stage of the Incentive Program, the authorized bodies may identify further Incentive Program
Participants and offer them a certain number of Entitlements within the limit set by the Resolution of the AGM, i.e.
in a total number not exceeding 430,000 (in words: four hundred and thirty thousand) shares of the Company.
The Company will announce these events in separate announcements.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 34
The recognition of the Program from January 1, 2023, to March 31, 2023
The following table shows the number of vesting Entitlements granted to the Company's shares as of March 31,
2023, by vesting conditions and degree of exercise.
Vesting conditions
Granted
rights
(in pcs.)
Degree of
fulfillment
of vesting
conditions
Estimated
number of
vested rights
(in pcs.)
Number of
forfeited
rights
(in pcs.)
Remains
under
vesting
(in pcs.)
Vested rights
222 985
99%
220 535
2 450
0
Providing services until 06/30/2023
5 600
67%
3 730
0
1 870
Providing services until 12/31/2023
92 683
31%
28 909
500
63 274
Providing services until 06/30/2024
5 000
28%
1 419
0
3 581
Providing services until 12/31/2024
65 060
12%
7 952
0
57 108
Providing services until 12/31/2025
4 900
8%
401
0
4 499
Total
396 228
66%
262 946
2 950
130 332
The following table presents the number of Entitlements for which the acquisition conditions are estimated to have
been fulfilled. Therefore, the services are considered to have been rendered during the three months ending March
31, 2023, and the recognition in expense at weighted average fair value.
Description
Quantity
Weighted
average fair
value
(in PLN)
Cost by
weighted
average fair
value
(in PLN thous.)
Estimated number of vested rights as of 01/01/2023
232 418
136,19
31 653
Estimated amount of vesting during the period
30 528
105,59
3 224
Number of forfeited rights during the period
0
0
0
Estimated number of vested rights as of 03/31/2023
262 946
132,64
34 877
The following table presents the recognition of the Program's costs by line item in the consolidated financial
statements.
Financial statement element
Item
Weighted average fair value
(in PLN thous.)
Profit and Loss Account/Operating costs
Employee benefits - Share-based
Payment
3 224
Equity
Profit (loss) from previous years
31 653
Equity
Reserve capital
34 877
During the period covered by the report, there was no redemption or expiration of Entitlements. There were no
Entitlements exercised during the reporting period and no Exercisable Entitlements as of the balance sheet date of
March 31, 2023.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 35
The following table shows the settlement of Program Entitlements by exercise status and their fair value as of March
31, 2023.
Description
Number of
units
% of the
Program
Fair value
(in PLN)
Cost by
fair value
(in PLN thous.)
The maximum number of rights in
the Program, including:
430 000
100%
132,64
57 034
- Rights granted under the Participation
Agreements
396 228
92%
132,64
52 555
- Entitlements related to 2017-2019
program
84 999
20%
132,64
11 274
- Tranche as 10/01/2022
190 519
44%
132,64
25 270
- Tranche as 01/01/2023
120 710
28%
132,64
16 011
- Number of forfeited rights
-2 950
-1%
132,64
-391
- Number of rights to be granted in
future periods
36 722
9%
132,64
4 871
Rights granted under the
Participation Agreements, including:
396 228
92%
132,64
52 555
- Vested rigths
220 535
51%
132,64
29 252
- Remaining in the process of vesting,
including:
172 743
40%
132,64
22 912
a) for which it is estimated that
vesting conditions have been met
42 411
10%
132,64
5 625
- Forfeited rights
2 950
1%
132,64
391
As of the balance sheet date of March 31, 2023, the incentive program remains in progress.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 36
IMPACT OF THE POLITICAL AND ECONOMIC SITUATION IN UKRAINE
Since February 24, 2022, there has been a war in Ukraine that has created a new, constantly changing, and
economically unpredictable situation in the world. Representatives of the European Union, the United States, the
United Kingdom, and many other countries have imposed sanctions that are severe on Russia, which mainly affect
strategic sectors of the Russian economy by blocking access to technology and markets, and have announced the
introduction of new ones.
Currently, the Group has not identified any significant negative impact on its operations. In the first quarter of 2023,
as in previous periods, the Group did not sell DataWalk software to customers and partners from Russia, Belarus or
Ukraine. The Group does not have a supply chain that could potentially be exposed to the risks of interrupting the
continuity of supplies, which could adversely affect the Group's operating capabilities. The Group also does not
have any investments or subsidiaries in conflict-affected areas. There are no Ukrainian employees among the
personnel of the Group companies, where there is a risk related to the possible loss of employees due to military
mobilization in a country covered by the war.
Due to the dynamic situation in Ukraine, it cannot be ruled out that the ongoing conflict, depending on its further
development and actions taken at the national and international level, may have a significant negative impact on the
economic situation in Poland and in the world, which may infuence the possibility of implementing the Group's
plans and its future financial results. Therefore, the Management Board of the Group monitors and analyzes the
available information and takes steps to minimize the impact of the situation on its operations as the events unfold.
MAJOR EVENTS THAT HAVE AN IMPACT ON THE DATAWALK GROUP'S
RESULTS IN THE REPORTING PERIOD
• Political and economic situation in Ukraine
In connection with the recommendation sent by the Polish Financial Supervision Authority on February 25, 2022,
the Company hereby informs that as at the date of submitting this report for publication, this situation has no
significant impact on the operations of the Group companies. In the first quarter of 2023, as in previous periods,
the Group did not sell DataWalk software to Russia, Belarus or Ukraine. The Group has no supply chain that
could potentially be exposed to additional risks, and does not have investments and subsidiaries in conflict-
affected areas. There are no Ukrainian employees among the personnel of the Group companies, where there is
a risk related to the possible loss of employees due to military mobilization in a country covered by the war.
As at the date of approval of these financial statements for publication, the Management Board, based on the
analysis of risks to date, in particular those resulting from the political and economic situation in Ukraine,
concluded that the continuation of the Group's operations for a period of at least 12 months from March 31, 2023
year is not threatened. The Group has a stable financial situation, monitors and analyses the available information
and takes steps to minimize the impact of the situation on its business as the events unfold.
Nevertheless, due to the dynamic situation in Ukraine, it cannot be ruled out that the ongoing conflict, depending
on its further development and actions taken at the national and international level, may have a significant
negative impact on the economic situation in Poland and in the world, which may translate into the possibility
of implementing the Group's plans and its future financial results.
SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE AFFECTING THE
GROUP'S OPERATIONS
As of the date of these consolidated financial statements for the 3-month ended March 31, 2023, there have been no
events after the balance sheet date that have not been but should have been included in these financial statements.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 37
FACTORS EXPECTED TO AFFECT FURTHER GROUP’S DEVELOPMENT
In the opinion of the Executive Board, the most important external and internal factors that may affect the operations
of the DataWalk Capital Group and its results include:
Elements and external trends that may affect the Group's perspectives
• Growing importance of data processing, data analysis and their usage (Big Data),
• Situation on the insurance market in Poland,
• Increase in the scale and quality of activities aimed at counteracting money laundering and counteracting
tax avoidance,
• Automation of data set analysis processes,
• Increasing user-friendliness of tools for analyzing data sets,
• Growing number of new company registrations in Poland,
• Wage upward pressure on the IT market,
• Development of political and economic situation in Ukraine.
Elements and internal trends that may affect the Group's perspectives
• Perspective of total revenues and expenses generated,
• Level of planned expenditures on marketing and sales activities,
• Level of planned costs related to staff recruitment and purchase of IT services,
• Level of planned investments.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 38
COMPANY'S AUTHORITIES
The Executive Board
On March 31, 2023 and at the date of approval of this report for publication the composition of the Executive Board
is as follows:
Paweł Wieczyński, Chairman of the Board
Coordinates activities related to operations of the Company, shaping and implementing the sales policy, HR (except
those reserved for other Executive Board Members) and PR/IR.
Krystian Piećko, Member of the Board
Responsible for the preparation and development of the product strategy based on the latest technologies.
Łukasz Socha, Member of the Board
Coordinates activities of the administrative division of the Company, including accounting and financial, legal, tax
and financial reporting.
In the 3-month period ended March 31, 2023, the DataWalk S.A. Executive Board was as follows:
The Executive Board
Period of performing the function
Paweł Wieczyński
01/01/2023 – 03/31/2023
Krystian Piećko
01/01/2023 – 03/31/2023
Łukasz Socha
01/01/2023 – 03/31/2023
Source: Issuer.
The current Executive Board of the Issuer was appointed by the resolutions of the Supervisory Board of June 1,
2021 (except the above-mentioned resolution of December 21, 2021 on appointing Mr. Łukasz Socha to the
Executive Board of the Company) for a joint, 3-year term of office, which began on July 1. As a result of changes
to the Commercial Companies Code, which came into effect on October 13, 2022, the above-mentioned term will
end on the date the General Meeting approves the Company's financial statements for 2024.
Until the date of this report, the composition of the Issuer's Executive Board has not changed.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 39
The Supervisory Board
On March 31, 2023, the composition of the Issuer’s Supervisory Board was as follows:
• Mr. Filip Paszke - Chairman of the Supervisory Board
• Mr. Wojciech Dyszy - Vice Chairman of the Supervisory Board,
• Mr. Roman Pudełko - Member of the Supervisory Board,
• Mr. Grzegorz Dymek - Member of the Supervisory Board,
• Mr. Ola Malm - Member of the Supervisory Board.
During the 3-month period ended March 31, 2023, the composition of the Issuer’s Supervisory Board of the
Company is as follows:
The Supervisory Board
Period of performing the function
Filip Paszke
01/01/2023 – 03/31/2023
Wojciech Dyszy
01/01/2023 – 03/31/2023
Roman Pudełko
01/01/2023 – 03/31/2023
Grzegorz Dymek
01/01/2023 – 03/31/2023
Ola Malm
01/01/2023 – 03/31/2023
Source: Issuer.
The Issuer's current Supervisory Board was appointed for a joint 3-year term, which began on July 1, 2021 (except
to the above-mentioned personnel changes in the composition of the Supervisory Board). As a result of changes to
the Commercial Companies Code, which came into effect on October 13, 2022, the above-mentioned term will end
on the date the General Meeting approves the Company's financial statements for 2024.
Until the date of this report, the composition of the Issuer's Supervisory Board has not changed.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 40
DESCRIPTION OF THE ORGANISATION OF THE DATAWALK CAPITAL GROUP
AND CONSOLIDATED ENTITIES
DataWalk S.A.
Basic information about the Issuer.
Name of the parent entity:
DataWalk S.A.
Country of residence:
Poland
Legal form:
Joint stock company
Law:
Polish law, in accordance with the Code of Commercial
Companies ("CCC")
Register address:
Rzeźnicza 32-33, 50-130 Wrocław
Phone:
+48 71 707 21 74
Fax:
+48 71 707 22 73
E-mail:
biuro@datawalk.com
www:
www.datawalk.com
Tax identification number (NIP):
894-303-43-18
Statistical identification number (REGON):
21737247
Company registration number (KRS):
0000405409
Source: Issuer.
The company operates in the "global vendor of products" model, focusing on the development and sale of enterprise
IT class products, i.e. globally competitive, specialized software for specific applications. The business model
adopted by the Company is characterized by high scalability, translating into potentially high margin. This is possible
due to the low participation of services provided individually for every client, both at the pre-implementation stage
and after implementation (service).
DataWalk S.A. has been established for an indefinite period of time. The company has no branches.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 41
DataWalk Inc.
Basic information about an entity related by capital with the Issuer as at 03/31/2023.
Name of the entity:
DataWalk Inc.
Country of residence:
United States of America
Legal form:
Incorporated
Register address:
1209 Orange Street, Wilmington, Delaware 19801
Address for correspondence:
2000 Broadway Street, STE 232, Redwood City, CA
94063
TIN
81-3403469
Core business:
Activities related to consultancy in the field of computer
science
Relation:
Subsidiary
Consolidation method:
Full
Share in the share capital:
100,00%
Share in the total number of votes at the AGM:
100,00%
E-mail:
info@datawalk.com
www:
www.datawalk.com
Date of taking control:
July 27, 2016
Value of shares:
45 588 thous. PLN
Revaluation adjustments:
-45 588 thous. PLN
Unit balance sheet value of shares
0 thous. PLN
Source: Issuer.
DataWalk Inc. is a company incorporated under US law with a registered office in Wilmington, Delaware, where
the Issuer holds 100,00% share in the share capital and votes at the shareholders' meeting. Pursuant to the DataWalk
Inc. articles of association, the board of directors conducts the affairs of the company and represents the company.
DataWalk Inc.'s role in the Group is to conduct sales and implementation activities related to the DataWalk platform,
particularly in the United States and the rest of the Americas.
DataWalk Inc. has been established for an indefinite period of time. The financial year of DataWalk Inc. is the
calendar year.
Financial data of DataWalk Inc. are fully consolidated and are disclosed in the consolidated financial statements
of the DataWalk Capital Group.
Until the date of approval of this report for publication, the structure of the DataWalk Capital Group has not changed.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 42
Overview of the DataWalk Capital Group
DataWalk organizational structure of the Group as at March 31, 2023 year and in the comparative period:
Source: Issuer.
DataWalk Inc. is consolidated by DataWalk S.A. as part of the consolidated financial statements.
Until the date of this report, there were no changes to the structure of the Capital Group.
Changes in the management rules of the Capital Group and the Company
In the 3-month period ended March 31, 2023 and as at the date of this report, there were no changes regarding the
management rules of the DataWalk Group and DataWalk S.A.
DataWalk S.A.
DataWalk Inc.
(100,00% share in the share capital and votes)
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 43
THE SHAREHOLDING STRUCTURE OF THE DATAWALK S.A.
Shareholder structure as at May 18, 2023 (share in the total number of votes)
Source: Issuer.
As at the date of approval of this report for publication, i.e. May 18, 2023, the number of shareholders holding,
directly or through subsidiaries, at least 5.0% of the total number of votes is as follows:
Shareholder
Number of shares
held
Number of votes
at the AGM
Share in the share
capital
Share in the total
number
of votes at the
AGM
FGP Venture sp. z o.o.*
1
1 175 000
1 900 000
22,89%
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
2
400 000
400 000
7,79%
6,83%
Funds managed by Nationale-
Nederlanden Powszechne
Towarzystwo Emerytalne S.A.
3
304 146
304 146
5,93%
5,19%
Other shareholders
3 253 842
3 253 842
63,39%
55,55%
Total
5 132 988
5 857 988
100,00%
100,00%
Source: Issuer.
* Mr. Paweł Wieczyński holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Krystian Piećko holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Sergiusz Borysławski holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at
the shareholders' meeting of FGP Venture Sp. z o.o.
1
According to the current report no. 39/2022 of September 2, 2022.
2
According to the current report no. 16/2015 of September 16, 2015.
3
According to the current report no. 39/2020 of November 2, 2020.
FGP Venture sp. z o.o.
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
6,83%
Funds managed by
Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A.
5,19%
Other shareholders
55,55%
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 44
Shareholder structure as at April 13, 2023 (share in the total number of votes)
Source: Issuer.
As at April 13, 2023, i.e. as at the date of publication of the previous periodic report, the number of shareholders
holding, directly or through subsidiaries, at least 5.0% of the total number of votes was as follows:
Shareholder
Number of shares
held
Number of votes
at the AGM
Share in the share
capital
Share in the total
number
of votes at the
AGM
FGP Venture sp. z o.o.*
4
1 175 000
1 900 000
22,89%
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
5
400 000
400 000
7,79%
6,83%
Funds managed by Nationale-
Nederlanden Powszechne
Towarzystwo Emerytalne S.A.
6
304 146
304 146
5,93%
5,19%
Other shareholders
3 253 842
3 253 842
63,39%
55,55%
Total
5 132 988
5 857 988
100,00%
100,00%
Source: Issuer.
* Mr. Paweł Wieczyński holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Krystian Piećko holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at the
shareholders' meeting of FGP Venture Sp. z o.o.
Mr. Sergiusz Borysławski holds 198 000 shares of FGP Venture Sp. z o.o., which constitutes 33.33% of share in the share capital and votes at
the shareholders' meeting of FGP Venture Sp. z o.o.
4
According to the current report no. 39/2022 of September 2, 2022.
5
According to the current report no. 16/2015 of September 16, 2015.
6
According to the current report no. 39/2020 of November 2, 2020.
FGP Venture sp. z o.o.
32,43%
Funds managed by Investors
Towarzystwo Funduszy
Inwestycyjnych S.A.
6,83%
Funds managed by
Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A.
5,19%
Other shareholders
55,55%
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 45
STRUCTURE OF SHAREHOLDINGS IN DATAWALK S.A. OR RIGHTS ATTACHED
TO SHARES, HELD BY MEMBERS OF THE ISSUER’S EXECUTIVE AND
SUPERVISORY BOARDS
Ownership of the shares DataWalk SA by managers and supervisors at the date of approval of this report for
publication, i.e. as at May 18, 2023.
Shareholder
Position
Number of shares
Nominal value of shares
(in PLN)
Paweł Wieczyński*
President of the Executive Board
57 251
5 725,10
Krystian Piećko*
Member of the Executive Board
56 671
5 667,10
Łukasz Socha
Member of the Executive Board
525
52,50
Filip Paszke
Chairman of the Supervisory Board
0
0
Wojciech Dyszy
Vice-chairman of the Supervisory Board
1 000
100,00
Roman Pudełko
Member of the Supervisory Board
15 918
1 591,80
Grzegorz Dymek
Member of the Supervisory Board
0
0
Ola Malm
Member of the Supervisory Board
0
0
Source: Issuer.
* Two members of the Executive Board of the Company are also shareholders and members of the Executive Board of FGP Venture Sp. z o.o.,
whose share in the Issuer's shareholding structure has been presented in the section "Shareholder structure as at May 18, 2023" and "Shareholder
structure as at April 13, 2023".
The table below presents ownership of shares DataWalk SA by managers and supervisors at April 13, 2023.
Shareholder
Position
Number of shares
Nominal value of shares
(in PLN)
Paweł Wieczyński*
President of the Executive Board
57 251
5 725,10
Krystian Piećko*
Member of the Executive Board
56 671
5 667,10
Łukasz Socha
Member of the Executive Board
525
52,50
Filip Paszke
Chairman of the Supervisory Board
0
0
Wojciech Dyszy
Vice-chairman of the Supervisory Board
1 000
100,00
Roman Pudełko
Member of the Supervisory Board
15 918
1 591,80
Grzegorz Dymek
Member of the Supervisory Board
0
0
Ola Malm
Member of the Supervisory Board
0
0
Source: Issuer.
* Two members of the Executive Board of the Company are also shareholders and members of the Executive Board of FGP Venture Sp. z o.o.,
whose share in the Issuer's shareholding structure has been presented in the section "Shareholder structure as at April 13, 2023".
Own shares
The Company has no own shares.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 46
DATAWALK S.A.
STANDALONE CONDENSED INTERIM
FINANCIAL STATEMENTS
for the 3-month period ended 31
th
March, 2023
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 47
STANDALONE FINANC IAL STATEMEN T
Standalone Statement of Financial Position (in thousands of PLN)
ASSETS
03/31/2023
12/31/2022
A.
Non-current assets
25 344
22 186
I.
Fixed assets
400
455
II.
Goodwill
0
0
III.
Intangible assets
22 282
19 530
IV.
Right-of-use assets
1 074
1 075
V.
Investments in subsidiaries
151
152
VI.
Long-term receivables
235
260
VII.
Deferred tax assets
1 201
715
B.
Current assets
48 475
64 053
I.
Contract assets
571
641
II.
Trade receivables
1 061
8 510
III.
Income tax receivables
0
0
IV.
Other receivables
2 138
1 472
V.
Financial assets
0
0
VI.
Prepayments
1 023
1 156
VII.
Cash and cash equivalents
43 681
52 274
TOTAL ASSETS
73 819
86 239
EQUITY AND LIABILITIES
03/31/2023
12/31/2022
A.
Equity
64 724
75 483
I.
Share capital
513
513
II.
Share premium
171 968
171 968
III.
Other capitals
9 965
9 965
IV.
Profit loss from previous years
-138 616
-76 644
V.
Net profit (loss) for the current year
-13 983
-61 972
VI.
Reserve capital
34 877
31 653
B.
Long-term liabilities
610
712
I.
Deferred tax liabilities
0
0
II.
Lease liabilities
500
557
III.
Incentive program liabilities
110
155
C.
Short-term liabilities
8 485
10 044
I.
Trade liabilities
3 131
4 223
II.
Income tax liabilities
0
0
III.
Lease liabilities
613
547
IV.
Other liabilities
769
697
V.
Other provisions
1 611
1 663
VI.
Contract liabilities
2 361
2 914
TOTAL EQUITY AND LIABILITIES
73 819
86 239
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 48
NET ASSET VALUE PER SHARE
03/31/2023
12/31/2022
Net asset value
64 724
75 483
Number of shares (pcs.)
5 132 988
5 132 988
Net asset value per share (in PLN)
12,61
14,71
Diluted number of shares (pcs.)
5 395 934
5 365 406
Diluted net asset value per share (in PLN)
11,99
14,07
The net asset value per share was calculated in relation to the number of the Company's shares at the balance sheet
date.
The diluted number of shares in the Company on March 31, 2023 amounted to 5,395,934, including 262,946 shares
under the incentive program.
The diluted number of shares in the Company on December 31, 2022 amounted to 5,365,406, including 232,418
shares under the incentive program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 49
Standalone Profit and Loss Account with The Statement of Comprehensive
Income (in thousands of PLN)
PROFIT AND LOSS ACCOUNT
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
Continuing operations
A.
Revenues
2 335
2 545
B.
Operating costs
12 642
5 692
Materials and energy
85
202
Employee benefits
1 567
1 162
Employee benefits - Share-based Payment
3 179
0
Amortization and depreciation
1 132
635
External services
6 443
3 557
Other costs
238
135
C.
Profit/Loss on sales
-10 307
-3 146
Other operating income
259
68
Other operating costs
6
0
Loss (profit) from expected credit losses
-267
1
D.
Operating profit (loss)
-9 787
-3 080
Financial income
593
337
Financial costs
5 275
4 318
E.
Pre-tax profit (loss)
-14 469
-7 060
Income tax
-486
156
F.
Net profit (loss) from continuing operations
-13 983
-7 216
Discontinued operations
Profit (loss) from discontinued operations
0
0
G.
Net profit (loss)
-13 983
-7 216
STATEMENT OF COMPREHENSIVE INCOME
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
Net profit (loss)
-13 983
-7 216
Other comprehensive income
0
0
1.
Items that will not be reclassified to profit or loss
0
0
2.
Items that will be reclassified to profit or loss
0
0
Total comprehensive income
-13 983
-7 216
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 50
PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO:
01/01/2023 –
03/31/2023
01/01/2022 –
03/31/2022
Continuing operations
Number of shares (pcs.)
5 132 988
4 886 048
Profit (loss) per share (in PLN)
-2,72
-1,48
Diluted number of shares (pcs.)
5 395 934
4 975 047
Diluted profit (loss) per share (in PLN)
-2,59
-1,45
Discontinued operations
Number of shares (pcs.)
5 132 988
4 886 048
Profit (loss) per share (in PLN)
0
0
Diluted number of shares (pcs.)
5 395 934
4 975 047
Diluted profit (loss) per share (in PLN)
0
0
Continuing and discontinued operations
Number of shares (pcs.)
5 132 988
4 886 048
Profit (loss) per share (in PLN)
-2,72
-1,48
Diluted number of shares (pcs.)
5 395 934
4 975 047
Diluted profit (loss) per share (in PLN)
-2,59
-1,45
The value of net profit (loss) per share was calculated in relation to the weighted average number of DataWalk S.A.
shares for the period. The number of shares calculated this way for the first quarter of 2023 was 5,132,988; for the
first quarter of 2022, it was 4,886,048.
The weighted average diluted number of shares of the Company in the first quarter of 2023 amounted to 5,395,934,
including 262,946 shares under the incentive program.
The weighted average diluted number of shares of the Company in the first quarter 2022 amounted to 4,975,047,
including 88,999 shares under the incentive program.
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 51
Standalone Statement of Changes in Equity (in thousands of PLN)
STATEMENT OF CHANGES IN
EQUITY
Share capital
Share
premium
Other capitals
Reserve capital
Profit (loss)
from previous
years
Net profit
(loss) for the
current period
Total equity
Balance as at 01/01/2023
513
171 968
9 965
31 653
-76 644
-61 972
75 483
Equity increase (decrease)
0
0
0
3 224
-61 972
47 989
-10 759
Total comprehensive income
0
0
0
0
0
-13 983
-13 983
Net profit (loss)
0
0
0
0
0
-13 983
-13 983
Share capital increase
0
0
0
0
0
0
0
Distribution of profit (loss) for previous
year
0
0
0
0
-61 972
61 972
0
Changes in equity resulting from IFRS 2
0
0
0
3 224
0
0
3 224
Balance as at 03/31/2023
513
171 968
9 965
34 877
-138 616
-13 983
64 724
STATEMENT OF CHANGES IN
EQUITY
Share capital
Share
premium
Other capitals
Reserve capital
Profit (loss)
from previous
years
Net profit
(loss) for the
current period
Total equity
Balance as at 01/01/2022
489
133 859
9 965
2 771
-65 746
-10 897
70 440
Equity increase (decrease)
0
0
0
0
-10 897
3 681
-7 216
Total comprehensive income
0
0
0
0
0
-7 216
-7 216
Net profit (loss)
0
0
0
0
0
-7 216
-7 216
Share capital increase
0
0
0
0
0
0
0
Distribution of profit (loss) for previous
year
0
0
0
0
-10 897
10 897
0
Changes in equity resulting from IFRS 2
0
0
0
0
0
0
0
Balance as at 03/31/2022
489
133 859
9 965
2 771
-76 644
-7 216
63 223
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 52
Standalone Cash Flow Statement (in thousands of PLN)
CASH FLOW STATEMENT
01/01/2022 –
12/31/2022
01/01/2021 –
12/31/2021
Cash flows from operating activities
Net profit (loss)
-13 983
-7 216
Adjustments, including:
- amortization and depreciation
1 132
635
- foreign exchange gains (losses)
-6
5
- interest expenses
26
5
- income from interest and dividends
-1 073
-5
- profit (loss) on investing activities
-37
0
- impairment allowance for investments in subsidiaries
5 249
4 313
- share-based payment (equity-settled)
3 224
0
- share-based payment (cash-settled)
-45
0
- change in receivables
6 783
-946
- change in provisions
-53
101
- change in liabilities other than incentive program
-1 020
886
- change in prepayments
-328
-156
- change in contract assets and contract liabilities
-484
-851
- other adjustments
-802
0
Net cash generated (used) in operating activities
-1 417
-3 230
Cash flows from investing activities
Purchase of intangible assets
3 680
3 006
Purchase of property, plant and equipment
0
24
Proceeds from sale of property, plant and equipment
40
0
Purchase of subsidiaries shares, net of cash
4 447
0
Inflow from bank deposits (over 3 months)
0
0
Outflows from bank deposits (over 3 months)
0
90
Proceeds from governmental subsidies
0
0
Interest received
1 073
5
Net cash generated (used) in investing activities
-7 015
-3 114
Cash flows from financing activities
Proceeds from issue of share capital
0
0
Payment of finance lease liabilities
141
159
Interest paid
26
5
Other inflows
0
0
Net cash generated (used) in financing activities
-167
-164
Total net cash flows
-8 599
-6 508
Opening balance of cash
52 274
47 655
Change in cash due to foreign currency translation
6
-5
Change in cash balance, net
-8 593
-6 513
Closing balance of cash
43 681
41 142
DataWalk Spółka Akcyjna
ul. Rzeźnicza 32-33
50-130 Wrocław
KRS: 0000405409, NIP: 894 303 43 18, REGON: 021737247
Sąd rejestrowy: Sąd Rejonowy dla Wrocławia- Fabrycznej we Wrocławiu
VI Wydział Gospodarczy KRS Kapitał zakładowy: 513.298,80 zł w całości wpłacony
Page | 53
CHANGES IN ACCOUNTING POLICIES USED
The accounting policies used to prepare the annual standalone and consolidated financial statements are consistent
with those used to prepare the Company’s and the Group’s annual financial reports for 2022, except for the change
described below.
Beginning 01/01/2023, the Company and the Group recognize as Prepayments any services valued at least PLN
40,000. The Group recognized expenses below this value as one-offs in the month incurred.
………………………………………
………………………………………
………………………………………
Paweł Wieczyński
Krystian Piećko
Łukasz Socha
Chairman of the Board
Member of the Board
Member of the Board
Wroclaw, May 18, 2023
DataWalk S.A.
Rzeznicza 32-33
50-130 Wroclaw
tel.: +48 71 707 21 74
fax: +48 71 707 22 73
e-mail: biuro@datawalk.com
Investor Relations
investors@datawalk.com