Other information
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 bonds with the pre-emptive right to take up the 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, 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. Owing to the fact that the plan is divided into three tranches vested every year of the three-year period, fulfilment of the plan conditions is verified separately for each tranche. 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 of the currently open incentive plans is carried out based on the Resolution No. 13/15 of the Annual General Meeting of Grupa KĘTY S.A. dated 23 April 2015, and applies to the years 2015-2023. The maximum number of shares offered within the plan may not exceed 180,000 shares of the Company. The plan is divided into three equal tranches, each of them amounting to 1/3 of the total number of shares offered under the plan and the corresponding number of bonds. The options were allocated in three equal tranches, at specific dates within the years 2015-2017. The exercise of the options had taken place at the specific dates within the years 2018-2020, with the perspective to end in 2023.
The second incentive plan is carried out based on the 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 shares offered within the plan may not exceed 270,000 shares of the Company. The plan is divided into three equal tranches, each of them amounting to 1/3 of the total number of shares offered under the plan and the corresponding number of bonds.
Detailed information regarding incentive plans, including the criteria for options eligibility have been provided in note 24 of the consolidated financial statements and on the corporate website of the Company.
The maximum number of shares to be acquired by the eligible persons is now 660 H series shares under the 2015 plan. For those shares the conditions of taking them up, as specified in the plan, have already been fulfilled. As regards 270,000 I series shares under the 2020 plan, the fulfilment of conditions will be verified upon the approval by the Annual General Meeting of the financial statements for 2022 – for the first tranche of 90,000 shares; the financial statements for 2023 – for the second tranche of 90,000 shares; and the financial statements for 2024 – for the third tranche of 90,000 shares.
No other company of the Capital Group has implemented incentive plans for their employees based on shares or interests.
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 this section of the report, based on bonds with pre-emptive right to take up new 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 2022 Grupa KĘTY S.A. did not issue any securities.
Grupa KĘTY S.A. and other Capital Group Company had not repurchased any of their own shares in the period covered with the report and within the last 5 years. Neither Grupa KĘTY S.A., nor other Capital Group companies 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.