Issuance of warrants to certain employees and the Chairman of the Board of Directors

DecideAct A/S [ACT] 
Bornholm, 4 May 2022
Company Announcement No. 05-2022: 

The Board of Directors has on 4 May 2022 exercised part of its current authorization in article 4.4 of the Company’s Articles of Association to issue warrants to employees and the Chairman of the Board of Directors, which entitles those persons to subscribe for a total of up to 241,586 new shares of nominally DKK 0.10 each in the Company corresponding to up to nominally DKK 24,158.6. The warrants issued to employees and the Chairman are further described below.

The warrants to the employees

Employees that are a part of the warrant program may receive up to 9,000 warrants subject to the length of their respective employment with the Company. The exercise price is fixed at DKK 8.15 per warrant corresponding to the offer price in connection with the initial public offerings of the Company on Nasdaq First North Growth Market Denmark with the first day of trading on 16 December 2020. The warrants will vest according to the specific terms set out in an annex to the Articles of Association, which will be published on the Company’s website when articles of association have been registered with the Danish Business Authority.

The warrants granted to employees receiving the maximum grant will vest as follows: the first portion of the warrants vest on the date of the annual general meeting in 2022, the second portion of the warrants vest on the date of the annual general meeting in 2023, and the third and last portion of the warrants vest on the date of the annual general meeting in 2024. The specific vesting terms in relation to the number of warrants (depending on the date of employment) will be further described in the annex to the Articles of Association.

If an employee ceases to be employed in the Company, all non-vested warrants will lapse. To the extent that the warrants have not been exercised by 31 December 2028, the warrants will automatically lapse. The specific terms of the warrants can be found in an annex to the Articles of Association when these have been registered with the Danish Business Authority.

The warrants to the Chairman

The Chairman has been allotted 137,093 warrants. The exercise price is fixed at DKK 4.375 per warrant as described in the Company Description of 25 November 2020, pages 70 and 76, published in connection with the IPO of the Company on Nasdaq First North Growth Market Denmark with the first day of trading on 16 December 2020. The warrants vest as follows: 2/3 of the warrants vest on the date of issue, and 1/3 of the warrants vest on 16 December 2022. To the extent that the warrants have not been exercised by 31 December 2028, the right to subscribe will automatically lapse. The right to exercise the warrants is conditional on the Chairman continuing to be engaged as the Chairman of the Company. The specific terms of the warrants can be found in the annex to the Articles of Association when these have been registered with the Danish Business Authority.

Supplemental information

Beyond this current allocation to the chairman and the employees, the Company intends to propose a specific allocation of a total of up to 142,500 warrants for the board of directors and the management team at DecideAct’s Annual General Meeting on 24 May 2022. Further information will be contained in the notice to convene to be sent out before the Annual General Meeting.

The updated Articles of Association in relation to the issuance of warrants will be published on https://www.decideact.net/investor-relations#financial when the new Articles of Association have been registered with the Danish Business Authority.