- General Meeting (PL)
- Corporate documents
- Shares and Shareholders
- IPO (PL)
An incentive scheme for the Company’s employees based on the Company’s shares was created in the Company, which covers not more than 237,244 ordinary shares of the Company (constituting 7.29% of shares of the Company) (“Incentive Scheme”). The issue of series I ordinary shares was registered in the Business Register of the National Court Register on 8 March 2021
The Incentive Scheme was created pursuant to Resolution no. 14 of the Ordinary General Meeting of the Company dated 16 May 2019, amended by Resolution no. 22 of the Ordinary General Meeting of the Company dated 26 June 2020 and Resolution no. 10 of the Extraordinary General Meeting dated 8 January 2021. On the basis of the Incentive Scheme eligible persons (i.e. persons employed in the Company or the Company’s subsidiaries, on the basis of an employment contract or any other legal basis, indicated by the Management Board of the Company after the receipt of the Supervisory Board’s consent, as well as members of the Supervisory Board indicated by the General Meeting) will be entitled to acquire the existing or newly issued shares of the Company. Decision as to whether the Company will offer to employees its own shares acquired by the Company from the Company’s shareholders (primary obligation of the Company) or will issue new shares (the so-called alternate authorization of the Company) was left up to the Company. The Company is planning to carry out the Incentive Scheme through the issuance of new shares within the limits of the authorized capital of the Company which was adopted by Resolution no. 25 of the Ordinary General Meeting of the Company dated 26 June 2020 to authorize the Management Board of the Company to increase the share capital of the Company within the limits of the authorized capital (as amended).
The sale price of one share (or the issue price in case of newly issued shares) amounts to PLN 0.10 (in words: ten groszy), i.e. employees participating in the Incentive Scheme will be able to acquire (subscribe for) shares for the issue price equal to the nominal value of the shares. The number of shares of the Company which will be offered to a particular employee is dependent on a decision of the Management Board and the Supervisory Board which should be guided by the criteria such as: the employee’s position, length of employment, assessment of the employee’s contribution to the value of the Company to date and the significance of the employee’s position for the achievement of the Company’s goals.
In order to participate in the Incentive Scheme employees of the Company will enter into agreements for participation in the Incentive Scheme on the basis of which shares will be acquired in four equal tranches, falling on the first, second, third and fourth anniversary of the execution of the agreement on participation in the Incentive Scheme. The right to subsequent tranches will be acquired on condition that an employee remains employed on the date of each anniversary of execution of the agreement on participation in the Incentive Scheme. In agreements for participation in the Incentive Scheme employees of the Company undertake towards the Company not to transfer the acquired shares for one year from the date of acquisition of a particular tranche of shares (in accordance with a resolution of the Supervisory Board dated 22 February 2021, amended the Incentive Scheme Regulations, the Supervisory Board agreed that the above-mentioned commitment not to sell shares may last for one year from the date of fulfilment of the condition entitling an employee to acquire the relevant tranche. The above amendment will be entered by the Company to the agreements for participation in the Incentive Scheme concluded thus far and will be incorporated in participation agreements executed in the future).
Until 22 March 2021 agreements for participation in the Incentive Scheme were executed with 70 employees (including former employees) for a total of 147,673 ordinary shares of the Company and with the members of the Supervisory Board, Paweł Holstinghausen Holsten, Krzysztof Samotij, Florent Gros and Marek Skibiński, for a total of 49,772 ordinary shares of the Company. The Management Board of the Company, after the obtainment of the Supervisory Board’s consent, is entitled to add newly employed individuals to the list of persons eligible to participate in the Incentive Scheme and execute agreements for participation in the Incentive Scheme with such individuals – until the whole pool of 237,244 ordinary shares of the Company is used.
In order to carry out the Incentive Scheme, on 28 December 2020 the Management Board passed Resolution no. 2 on the increase of the share capital of the Company within the limits of the authorized capital of the Company through the issuance of 9,082 series I ordinary registered shares. In connection with the issuance, until 31 December 2020 the Issuer entered into agreement for subscription of shares with 50 persons eligible to subscribe for shares of the Company in accordance with the terms of the Incentive Scheme. Further, on 8 January 2021, by Resolution no. 5 the Extraordinary General Meeting granted Marek Skibiński, Paweł Holstinghausen Holsten, Krzysztof Samotij and Florent Gros, members of the Supervisory Board of the Company, for serving on the Supervisory Board, the right to subscribe for 12,443 newly issued ordinary shares of the Company each, for the issue price of one share equal to the nominal value of one share of the Company, i.e. PLN 0.10 on the terms set out in the Incentive Scheme. Shares of the Company intended for members of the Supervisory Board of the Company may be issued within the limits of the authorized capital of the Company intended for the purposes of implementation of the Incentive Scheme.