REG - DP Poland PLC - Proposed Board Changes and Issue of Options

DP PolandAnnouncement

30/08/2022 07:16

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RNS Number : 4709X  DP Poland PLC  30 August 2022

 

DP Poland plc

("DP Poland" or the "Company")

 

Proposed Board Changes

and

Issue of Share Options

 

DP Poland, the operator of Domino's pizza stores and restaurants across Poland
and Croatia announces Ms. Malgorzata Potkanska, CFO and Executive Director,
will step down from her position as of 30 September 2022. The Company intends
to appoint Mr. Edward Kacyrz to the Board as Executive Director and CFO
subject to the completion of normal regulatory due diligence being carried out
by the Company's Nomad.

 

Mr. Kacyrz is a Chartered Accountant with 18 years of experience, during which
time he has held a number of financial, strategy and management roles at Mars,
Levi Strauss and Kimberly Clark in Poland. Having started his career in
accounting and finance roles, Edward progressed into business development,
corporate development and strategy at Velvet Care and most recently at Smyk,
Poland's leading toys and children apparel retailer.

 

Nick Donaldson, Non-Executive Chairman of DP Poland, said: "On behalf of the
Board of DP Poland, I would like to thank Malgorzata for her dedication and
hard work over the past six years, first as the CFO of Dominium and since
early 2021 as the CFO of DP Poland. She has been an important contributor to
the Company's transformation, particularly through the merger and subsequent
integration. We wish Malgorzata all the best in her new role and are confident
that the groundwork she established will help Edward carry the finance
functions forward at DP Poland."

 

Nils Gornall, the Company CEO, said: "I am delighted to welcome Edward to DP
Poland's management team and Board. Edward brings technical and leadership
skills as well as a can-do attitude which will all be highly welcomed within
our organization. His experience in the retail and e-commerce space, alongside
his extensive financial experience, will further strengthen our capacity to
increase sales and profits. I look forward to working with him as we continue
to deliver the next phase of DP Poland's growth strategy."

 

Proposed Board Changes

 

Mr. Kacyrz's appointment is expected to be effective from 1 December 2022 at
the latest. A further announcement confirming the appointment on completion of
customary regulatory due diligence checks and disclosing information in
respect of Schedule 2(g) of the AIM Rules will be made when appropriate.

 

Ms. Malgorzata Potkanska, the Company's Executive Director and current CFO,
will step down from her position and leave DP Poland on 30 September 2022. If
any gap arises between departure of the current CFO and arrival of the
incoming CFO, the Company's finance function will be overseen by a
Non-Executive Director and supported by Mr. Maciej Jania, former CFO of DP
Poland and current Head of Revenue.

 

Issue of Share Options

 

Mr. Kacyrz shall be granted share options under the new stock option plan
announced 15 June 2022. The program comprises a total of 49,280,351 share
options over ordinary shares of 0.5 pence each ("Share Options"). Share
Options will be granted to Edward Kacyrz, effective upon the proposed board
appointment, as follows:

 

 Name           Number of Share Options granted  % of Issued Share Capital  Vesting Commencement date
 Edward Kacyrz  3,520,025                        0.5%                       on appointment

 

For the avoidance of doubt, the allotment of the options to Edward Kacyrz will
be held by the Company and allotted to Edward upon formal confirmation of his
appointment to the board of directors. A further announcement will be made at
that point.

 

Of the Share Options issued to Edward Kacyrz, 50% will time-vest and 50% will
vest subject to meeting certain performance indicators being met or exceeded.
Of the time-vesting portion, 25% vest 12 months from the Vesting Commencement
date and 75% vest in 36 equal monthly instalments thereafter. The Share
Options linked to key performance indicators carry the performance criteria of
EBITDA which must be achieved annually over the vesting period and total
number of stores target.

 

The exercise price of the Share Options granted is 8 pence per share and
aligns the interest of the Share Options beneficiaries with the shareholders
who subscribed for the equity in the 2021 and 2022 raises at 8 pence per
share.

 

Enquiries:

 DP Poland plc                                              Tel: +44 (0) 20 3393 6954
 Nils Gornall, CEO

 Singer Capital Markets (Nominated Adviser and Broker)      Tel: +44 (0) 20 7496 3000
 Shaun Dobson / Will Goode / Amanda Gray

 

Notes for editors

 

About DP Poland plc

DP Poland, through its wholly owned subsidiary DP Polska S.A., has the
exclusive right to develop, operate and sub-franchise Domino's Pizza stores in
Poland. Following its acquisition of Dominium S.A., which constituted a
reverse takeover under the AIM Rules for Companies, the group now operates
over 100 stores and restaurants across a number of cities and towns in Poland.

 

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