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 eventually vest.
The condition for Realization of payments under the provisions of the Program is the fulfillment of the vesting
conditions (vesting conditiods) and the execution of the Sales Transaction (non vesting condition) together.
A Sale Transaction means a situation in which all of the following occur:
(i) an entity or a group of entities acting in concert, 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 a tender offer for the sale of all shares in the
Company, referred to in Article 74 Section 1 or 2 or Article 91 Section 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 under the Company's Articles of Association or under 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 the Company's shares held or their equivalent received as a result of the Company's transformation, merger or
demerger (in response to the tender offer referred to in (i) or independently of that tender offer), or an entity (acting
alone, through a group of companies or in concert with other entities) other than FGP Venture's shareholders as of
June 30, 2020, will reach more than 50% of the shares in FGP Venture,
(iii) Notwithstanding the foregoing, a given transaction shall not constitute a Sale Transaction unless it results in
a change of control within the meaning of Article 409A, 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 achieving at least 30% of the total number of votes, or
(c) acquiring assets of the Company representing at least 40% of the gross market value of all assets of the
Company;
According to the Regulations of the Program, the one-time payment resulting from the exercise of RSUs will be
settled within 90 days of the occurrence of the Sale Transaction, but no later than March 14 of the year following
the year in which the Sale Transaction occurred.
Under IFRS2, the Sale Transaction is understood as a condition other than vesting conditions (so-called non-
vesting condition).
Due to the fact that the occurrence of the Sale Transaction is a probable future event, however, dependent on
factors that are not filled 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 RSU.
The realization of RSUs consists in a one-time payment by the Group of a cash amount in the amount equal to the
product of the number of RSUs granted and the value of RSUs specified in the Regulations, which will depend on
the value/price of the shares from the Sale Transaction, less mandatory deductions for advance 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 obliged to deduct under applicable regulations. Once the RSUs have been
exercised, i.e., as to which the cash amount due has been paid, the Participant is not entitled to any additional cash
or non-cash benefits from the Group under the Program.
If the Sale Transaction does not take place within the period indicated in the Participation Agreement entered into
with the relevant Participant of the right to receive RSUs, in view of the inability to fulfill 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 bodies.
In the event that a Sale Transaction occurs prior to the fulfillment of the specified Award Conditions, the
Participation Agreement shall be terminated to the extent covering the RSUs in question, and the Participant shall
forfeit any further participation in the Program to the aforementioned extent, including the right to award and
exercise the RSUs in question. The Participant will not be entitled to any claims for payment, including any claims