Other information - Integrated Report Grupa KĘTY 2023

Information on the Employee Share Plan control system

Currently, two incentive plans for the Capital Group employees are pending at Grupa KĘTY S.A. in order achieve an above-standard increase in the Company value through growing economic results and strengthening the Company shares value, which are controlled by the Company Supervisory Board.

The plans are addressed to the Company Management Board Members and key managerial staff of the Company as well as the other companies of the Capital Group (hereinafter referred to as ‘Eligible Persons’). The Eligible Persons are designated by the Company Management Board following consultations with the Company Supervisory Board, with the exclusion of the Eligible Persons being Members of the Management Board, who are designated by the Supervisory Board.

Options are assigned to the Eligible Persons by the Supervisory Board, which following the fulfilment of specific conditions enable the acquisition of subscription warrants comprising the right to take up new-issue shares of the Company as part of the conditional increase of the share capital.

Apart from three years’ employment at the Capital Group companies since the date of adopting the plan, the criteria to be met in order to have the options assigned include the achievement of the Company shares price change ratio within three years that exceeds the WIG index value change ratio in the same period, and achievement of the EBITDA growth rate and net profit in the three years’ period set out in the relevant AGM resolution.

The Supervisory Board, acting on the basis of authorisation of the General Meeting, adopted the rules comprising the specific principles, procedures, dates as well as terms and conditions of the plans, in accordance with the principles set out in the relevant AGM resolution.

The first incentive plan
The second incentive plan

The first incentive plan has been carried out based on Resolution No. 3/23 of the Extraordinary General Meeting of Grupa KĘTY S.A. dated 13 December 2023, replacing Resolution No. 27/20 of the Annual General Meeting of Grupa KĘTY S.A. dated 20 August 2020, and applies to the years 2020–2028.

The maximum number of Company shares offered within the plan may not exceed 270,000. The plan is divided in 3 equal tranches, each of them representing 1/3 of the total number of shares offered under the plan and the equivalent number of subscription warrants of series D, E, and F.

The exercise of the first-tranche options (series D warrants) took place on 1 February 2024, whereas the second and the third tranches will be exercised in October 2024 and October 2025, respectively, depending on adopting by the Annual General Meeting of series E and F warrants issue and increase of share capital by way of issuing series L shares.

In compliance with the plan rules, the eligibility to exercise the option to take up warrants ends for the particular tranches at dates falling in the years of 2026 to 2028.

The second incentive plan is carried out based on Resolution No. 19/23 of the Annual General Meeting of Grupa KĘTY S.A. dated 21 June 2023, and applies to the years 2023–2028.

The maximum number of shares offered within the plan may not exceed 291,000 shares of the Company. The plan is divided in 3 equal tranches, each of them representing 1/3 of the total number of shares offered under the plan and the equivalent number of subscription warrants of series A, B and C.

The Options will be granted in three equal tranches at the specified dates falling in the years 2023 to 2025.

The exercise of the options will take place at the specific dates within the years 2026-2028, with the perspective to end in the years 2028-2030, respectively for the particular tranches.

Detailed information regarding incentive plans, including the criteria for options eligibility have been provided in note 23 of the consolidated financial statements and on the corporate website of the Company at: https://grupakety.com/en/investor-relations/corporate-governance/motivation-programs/.

Description of the securities issue proceeds allocation

Neither the Issuer, nor the other companies of the Capital Group have availed of finance by way of securities issue within the last 5 years. Grupa KĘTY S.A. has pending incentive plans referred to in section 8.5 of the report, based on subscription warrants comprising the right to take up new-issue shares of Grupa KĘTY S.A. issued as part of contingent capital, and such obtained relatively low-value financial means are assigned to the current operations of the Company.

In 2023 no securities were issued under the incentive plans.

Information on shares repurchase

Neither Grupa KĘTY S.A. nor other Capital Group Company repurchased any of their own shares in the period covered with the report and within the preceding 5 years. Grupa KĘTY S.A. and other Capital Group companies do not hold their own shares.

In the period covered with this report, the Capital Group companies did not acquire or take up Grupa KĘTY S.A. shares.