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Grupa Pracuj S.A.

Audit Report / Information May 20, 2025

5636_rns_2025-05-20_8a31913a-2a4c-4542-8020-adf292fd11ab.pdf

Audit Report / Information

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Report of the Supervisory Board of Grupa Pracuj S.A. on its activities in the year ended on December 31, 2024

Warsaw, March 26, 2025

TABLE OF CONTENTS

I. Definitions 3
II. Composition of the Supervisory Board in 2024 3
III. Assessment of the independence of Members of the Supervisory Board 4
IV. Activities of the Supervisory Board in 2024 4
V. Self-assessment of Supervisory Board's activities in 2024 6
VI. Composition of the Audit Committee in 2024 7
VII. Activities and assessment of the work of the Audit Committee in 2024 7
VIII. Evaluation of the Company's situation on a consolidated basis, including assessment of the
systems of internal control, risk management, compliance management and internal audit function 9
IX. Assessment of compliance with corporate governance principles and fulfilment of disclosure
obligations 12
X. Assessment of appropriateness of the expenditure referred to in Principle 1.5 of the Best Practices
12
XI. Implementation of the diversity policy on the Management Board and the Supervisory Board . 13
XII. Conclusions from the assessment of the standalone and consolidated financial statements,
Management Board's report on the activities of the Company and the Group, and the profit distribution
proposal for the year ended December 31, 2024 13
XIII. Assessment of the Management Board's fulfilment of disclosure obligations towards the
Supervisory Board and the provision of requested information, documents, reports, and explanations
14
XIV. Total amount of remuneration of advisors to the Supervisory Board in 2024 15
XV. Concluding remarks 15

I. Definitions

In this Report (as defined below), capitalised terms have the meaning given to them below:

Best Practices means the set of corporate governance principles, entitled
'Code of Best Practices for WSE Listed Companies 2021',
as attached to Resolution No. 13/1834/2021 of the WSE
Board of March 29, 2021.
WSE means the Warsaw Stock Exchange.
Group means the capital group of the Company – the Company and
its subsidiaries.
Significant Subsidiaries means the Company's subsidiaries that carry out operational
activities relevant to the Company.
Audit Committee means
a
standing
committee
operating
within
the
Supervisory Board.
CCC means the Act of September 15, 2000 -
Commercial
Companies Code.
Supervisory Board means the Supervisory Board of the Company.
By-laws of the Audit Committee means the By-laws of the Company's Audit Committee that
are currently in effect.
By-laws
of
the
Supervisory
Board
means the By-laws of the Supervisory Board of the Company
that are currently in effect.
Company means Grupa Pracuj Spółka Akcyjna with its registered office
in Warsaw.
Report means this report of the Supervisory Board on its activities in
the year ended December 31, 2024.
Articles of Association means the current Articles of Association of the Company.
Act on Statutory Auditors means the Act of May 11, 2017 on statutory auditors, audit
firms and public oversight.
General Meeting means the General Meeting of Shareholders of the
Company.
Management Board means the Management Board of the Company.

II. Composition of the Supervisory Board in 2024

In 2024, the Supervisory Board consisted of seven members. The composition of the Supervisory Board was as follows:

    1. Maciej Artur Noga, Chairman of the Supervisory Board,
    1. Wojciech Robert Stankiewicz, Member of the Supervisory Board,
    1. John Doran, Member of the Supervisory Board,
    1. Przemysław Tomasz Budkowski, Member of the Supervisory Board,
    1. Agnieszka Katarzyna Słomka-Gołębiowska, Member of the Supervisory Board,

    1. Mirosław Bogusław Stachowicz, Member of the Supervisory Board,
    1. Martina van Hettinga, Member of the Supervisory Board.

In 2024, the composition of the Supervisory Board did not change.

Members of the Supervisory Board were appointed in accordance with the Company's Articles of Association. The current three-year term of office for the Members of the Supervisory Board began on 2 August 2021.

III. Assessment of the independence of Members of the Supervisory Board

According to their submitted declarations, four Supervisory Board members - Agnieszka Słomka-Gołębiowska, Wojciech Stankiewicz, Przemysław Budkowski, and Martina van Hettinga - meet the independence criteria specified in the Act on Statutory Auditors. These members maintain no material relationships or significant ties with any shareholder controlling 5% or more of the Company's total voting rights. Consequently, the composition of the Supervisory Board aligns with Principle 2.3 of the Best Practices.

The current Supervisory Board members collectively possess extensive professional expertise, enabling them to effectively evaluate the performance and activities of the Management Board. Their substantial sector-specific knowledge further enhances their capacity to oversee and guide the strategic direction of both the Company and the Group effectively.

IV. Activities of the Supervisory Board in 2024

In accordance with the Company's Articles of Association, Supervisory Board meetings are convened as required, though no less frequently than once each calendar quarter.

In fulfilling its mandate during 2024, the Supervisory Board held five meetings, at which it deliberated on various agenda items and adopted a total of 19 resolutions:

  • 1) February 20, 2024 matters considered included the Group's financial results and position for Q4 2023, the 2024 budget, and an update on ongoing M&A activities. Additionally, the Audit Committee provided a report on its activities since the preceding Supervisory Board meeting. The Supervisory Board also adopted a resolution approving the 2024 budget,
  • 2) April 3, 2024 at the meeting, the key auditor presented the audit report on the Company's and the Group's financial statements for the year ended December 31, 2023, including the basis for the going concern assessment. Additionally, the Supervisory Board adopted resolutions concerning the following matters:
    • reviewing and approving the standalone and consolidated financial statements of the Company and the Group for the financial year ended on December 31, 2023, as well as evaluating the Management Board's report on the Company's and Group's activities for the same period;
    • adopting the Supervisory Board's report on its activities for the year ended on December 31, 2023;
    • considering and evaluating the Management Board's proposal regarding the discharge of its members from liability for duties performed during the year ended on December 31, 2023;

  • approving the report concerning the remuneration of the members of the Management Board and Supervisory Board for 2023,
  • 3) May 15, 2024 during the meeting, the Supervisory Board discussed the Group's financial results and position for Q1 2024, reviewed the performance of Softgarden e-recruiting GmbH, and assessed the progress made in implementing the investment strategy. The Supervisory Board also adopted resolutions addressing the following matters:
    • appointing an audit firm to audit the Company's financial statements and the consolidated financial statements of the Group for the financial years 2024–2026;
    • reviewing and evaluating the Management Board's proposal for the distribution of profit for the financial year ended December 31, 2023;
    • reviewing proposed resolutions for the Ordinary General Meeting;
    • approving bonuses payable to Management Board members for achieving financial targets set for 2023;
    • approving participation criteria for Management Board members in Incentive Scheme 1,
  • 4) September 10, 2024 at the meeting, the Supervisory Board discussed various matters, including the Group's financial results and position for H1 2024, an update on ongoing M&A initiatives, market segmentation strategy for pracuj.pl, and related strategic and marketing campaigns. Additionally, the Audit Committee provided a brief summary of its activities for the first half of 2024,
  • 5) November 27, 2024 the Supervisory Board discussed the Group's financial results and position for Q3 2024, reviewed strategic objectives, evaluated the business strategy and preliminary budget for 2025, and assessed its own effectiveness. The Audit Committee also presented its report covering activities undertaken in Q3 2024. Additionally, the Supervisory Board adopted resolutions addressing the following matters:
    • appointing an audit firm to provide assurance services for the Company's sustainability reporting for the financial years 2024– 2026;
    • delegating supervisory responsibilities related to sustainable development matters to the Audit Committee;
    • amending the By-laws of the Supervisory Board;
    • amending the By-laws of the Audit Committee.

All Supervisory Board meetings were duly convened with the required quorum, enabling the adoption of resolutions. Supervisory Board members' attendance at meetings held during 2024 is detailed below:

Date of the meeting Number of Supervisory
Board members present/
total number of
Supervisory Board
members
Absent Supervisory Board
member
20.02.2024 6/7 Przemysław Budkowski
03.04.2024 6/7 John Doran
15.05.2024 7/7 -
10.09.2024 6/7 Mirosław Stachowicz
27.11.2024 6/7 John Doran

During these meetings, the Supervisory Board addressed matters falling within its competence as prescribed by the CCC and the Company's Articles of Association, alongside other issues related to the Company's ongoing operations. In accordance with the Articles of Association and the By-laws of the Supervisory Board, meetings may be held via electronic communication.

The adoption of resolutions at each Supervisory Board meeting was supported by detailed written and oral submissions from Management Board members, together with comprehensive justifications both written and oral provided by those presenting motions for consideration.

Members of the Management Board attended Supervisory Board meetings by invitation, providing updates and addressing questions regarding the Company's financial position, as well as organisational and legal matters.

Additionally, in 2024, the Supervisory Board adopted one resolution via electronic voting conducted outside scheduled meetings, in accordance with the Company's Articles of Association and the By-laws of the Supervisory Board. The resolution pertained to the appointment of a Supervisory Board member authorised to submit declarations on behalf of the Company regarding an increase in capital contributions and amendments to the articles of association of Pracuj Ventures spółka z ograniczoną odpowiedzialnością ASI sp.k., and to execute amendments to the shareholders' agreement of that company.

Throughout the reporting period, the Supervisory Board formally documented all its activities through resolutions and comprehensive minutes of each meeting.

V. Self-assessment of Supervisory Board's activities in 2024

In accordance with Principle 2.11 of the Best Practices, the Supervisory Board conducted a self-assessment of its performance for the year 2024.

Throughout the reporting period, the Supervisory Board diligently discharged its responsibilities as set forth in the Company's Articles of Association and the By-laws of the Supervisory Board. It exercised comprehensive oversight of the Company's activities across all operational areas, adhering to the authority and obligations established by the CCC, other applicable legislation, and internal corporate governance documents. In executing their supervisory duties, Supervisory Board members consistently acted in the best interests of the Company and its shareholders.

Specifically, the Supervisory Board continuously monitored the financial performance and condition of the Company, actively supported the Management Board in achieving strategic goals, considered motions requiring Supervisory Board approval pursuant to the CCC and the Articles of Association, and addressed additional matters raised by the Management Board.

The frequency and duration of Supervisory Board meetings, as well as the resources made available, were considered fully adequate to enable comprehensive fulfilment of the supervisory responsibilities.

The Supervisory Board functioned collaboratively, leveraging the extensive professional knowledge and diverse expertise of its members. Each Supervisory Board member possesses extensive, diverse, and comprehensive professional experience, enabling them to discharge their supervisory responsibilities to a consistently high standard. This breadth of experience facilitated effective and efficient oversight of the Company's activities, as well as a thorough evaluation of business strategies and initiatives proposed by the Management Board.

During the reporting period, the Supervisory Board did not exercise its authority to delegate specific supervisory functions to individual members.

The Supervisory Board considers that it diligently fulfilled its responsibilities throughout 2024, exercising its statutory and regulatory powers effectively. The Board's activities were conducted efficiently, ensuring comprehensive and robust oversight of the Company's operations.

In view of the above, the Supervisory Board recommends that the General Meeting grant discharge to each Supervisory Board member in recognition of their diligent and effective performance during year 2024.

VI. Composition of the Audit Committee in 2024

In compliance with the Act on Statutory Auditors, the Supervisory Board established an Audit Committee on September 8, 2021. The Committee comprises at least three members, including the Chairman, who are appointed by the Supervisory Board from among its own members for an indefinite term.

During the reporting period, the Audit Committee was composed of the following members:

    1. Agnieszka Słomka-Gołębiowska, Chairwoman,
    1. Wojciech Stankiewicz, Member of the Audit Committee,
    1. Przemysław Budkowski, Member of the Audit Committee.

Each member of the Audit Committee has submitted a declaration confirming compliance with the independence criteria for Audit Committee members, as set out in Article 129(3) of the Act on Statutory Auditors and the By-laws of the Audit Committee. Additionally, Agnieszka Słomka-Gołębiowska declared her proficiency in accounting and auditing matters, while Wojciech Stankiewicz declared his expertise in the industry sector in which the Company operates.

There are no other committees within the Supervisory Board.

VII. Activities and assessment of the work of the Audit Committee in 2024

In 2024, the Audit Committee fully discharged its statutory and corporate responsibilities.

The Audit Committee held six meetings during 2024 on the following dates: March 22, April 3, May 17, August 21, November 13, and December 18. All members attended each meeting, with the exception of Przemysław Budkowski, who was absent from the meeting held on November 13, 2024. A quorum sufficient for adopting resolutions was present at each meeting.

Matters addressed at Audit Committee meetings during 2024 included: (i) progress and final conclusions of the audit of the financial statements for the year ended December 31, 2023; (ii) compliance of the financial statement preparation process for the year ended December 31, 2023 with relevant laws and regulations; (iii) financial performance of the Company and the Group for the full year 2023, as well as the first quarter, first half, and third quarter of 2024, together with related operational activities; (iv) effectiveness of the Company's internal control, risk management,

compliance, and internal audit systems, including planned actions in these areas; (v) existing and planned ESG initiatives, including progress in implementing CSRD requirements; (vi) the audit plan for the 2024 financial statements; and (vii) the internal audit plan for 2025.

During the reporting period, the Audit Committee maintained continuous oversight of the independence of both the audit firm and the statutory auditor, while also assessing the effectiveness and adequacy of the Company's internal control, risk management, compliance, and internal audit functions.

Audit Committee meetings were attended by invited guests, including the Chief Financial Officer, Chief Financial Officer for Poland, Director of Legal and Compliance, Director of Cybersecurity and Risk Management, Investor Relations and ESG Manager, Internal Auditor, and representatives from the audit firm.

In 2024, the Audit Committee adopted the following resolutions, both during its meetings and, in accordance with its By-laws, by means of written resolutions passed outside formal meetings:

  • on adoption of the 'Policy for the Selection of an Auditor/Audit Firm to Audit the Financial Statements of Grupa Pracuj S.A. and its Group,' the 'Policy on the Provision of Permitted Non-Audit Services to Grupa Pracuj S.A. and its Group Companies by the Auditor/Audit Firm Conducting the Audit, their Affiliates or Members of their Network,' and the 'Procedure for Selecting an Auditor/Audit Firm to Audit the Financial Statements of Grupa Pracuj S.A. and its Group,' as amended;
  • on initiating the procedure to extend cooperation with the current audit firm;
  • on recommending the Supervisory Board to adopt resolutions regarding the appointment of the audit firm and the financial statements for the year ended December 31, 2024;
  • on recommending the Supervisory Board to review and evaluate the standalone and consolidated financial statements of the Company and the Group, as well as the Management Board's report on the activities of the Company and the Group, for the year ended December 31, 2023;
  • on recommending the reappointment of the current audit firm to audit the Company's standalone financial statements and the Group's consolidated financial statements for the financial years 2024–2026;
  • on granting consent for the audit firm to provide additional non-audit services, specifically the review of the Company's and the Group's condensed half-year standalone and consolidated financial statements for the financial years 2024–2026;
  • on granting consent for the audit firm to provide assurance services relating to the Company's sustainability reporting for the financial years 2024–2026;
  • on granting consent for the procurement of a payroll report from an affiliate of the audit firm auditing the Company's financial statements;
  • on granting consent for the engagement of an audit firm to conduct agreed-upon procedures verifying compliance with specific terms and conditions stipulated in the facility agreement for the financial years 2024–2026;
  • on granting consent for the engagement of an audit firm to assess the report concerning the remuneration of members of the Management Board and Supervisory Board for the financial years 2024–2026.

With regard to the recommendation to appoint an audit firm to audit the Company's standalone financial statements and the consolidated financial statements of the Group for the financial years

2024–2026, the Audit Committee adhered to the requirements specified in the Policy for the Selection of an Auditor/Audit Firm to Audit the Financial Statements of the Company and the Group.

Pursuant to the provisions of the CCC, the Audit Committee provided the Supervisory Board with information detailing its supervisory activities and the outcomes thereof.

On the basis of this information, it is concluded that the Audit Committee discharged its duties effectively during 2024.

VIII. Evaluation of the Company's situation on a consolidated basis, including assessment of the systems of internal control, risk management, compliance management and internal audit function

Situation of the Company and the Group

Based on information received from the Management Board and selected employees of the Company, as well as an analysis of the Company's and the Group's financial statements for the year ended December 31, 2024, the Supervisory Board acknowledges that the operations of the Company and the Group have yielded financial results better compared to 2023 despite a budget realization of 96%, due to lower than expected revenues mainly in the Polish and German markets. The Company's and Group's situation is stable, however the economic slowdown in Western Europe and the ongoing war in Ukraine continue to negatively affect the operating activities of Group companies.

In 2024, the Group's revenue amounted to PLN 770,015 thousand, and was by 6.3% higher than in 2023. The Company's revenue amounted to PLN 490,390 thousand and was by 4.4% higher than in 2023. The Group's revenue growth was primarily driven by an increase in the average price of recruitment projects in the Polish and Ukrainian markets and a steadily growing number of clients using SaaS services.

In 2024, the operating profit decreased by 2.9% y/y and totalled PLN 247,753 thousand versus PLN 255,178 thousand recorded a year before. At the same time, in 2024, the Group reported increase in operating profit, which amounted to PLN 297,030 thousand versus PLN 281,794 thousand in the previous year. This represents year-on-year growth of 5.4%. In the reporting period, the Group generated consolidated net profit of PLN 208,796 thousand, i.e. 11.2% higher than in the previous year. In 2024, the Company's net profit stood at PLN 188,045 thousand and was by 8.8% higher than in 2023. This increase was mostly driven by revenue growth, driven mainly by higher average price of recruitment projects, and the factors adversely affecting its year-on-year growth included fair value revaluation of shares Beamery Inc., which after taking into account deferred income tax amounted to PLN 39.3 million.

The Group's operating profit margin in 2024 remained similar to the previous year at 38.6%, which mainly stemmed from higher operating profit in the Germany and Ukraine Segments, driven by increased revenues in both segments.

The Supervisory Board notes the Management Board's diligent and effective execution of strategic initiatives, which is fundamental to ensuring the ongoing stability and sustainable growth of the Company and the Group.

Following its review and analysis of the financial statements for the year ended December 31, 2024, the Supervisory Board confirms that the Company and the Group have delivered positive financial results, supporting a favourable assessment of the Management Board's performance. Additionally, the Supervisory Board conducted a comprehensive risk assessment and confirms that no circumstances have been identified that would adversely affect the Company's or the Group's ability to continue as a going concern.

Internal control system

The Company maintains an internal control system that primarily focuses on key areas of activity within the Company and the Group, where effective control mechanisms are critical to monitor and mitigate risks, with particular emphasis on financial reporting. The primary purpose of the internal control system is to ensure that the Company efficiently achieves its operational objectives, maintains reliable financial reporting, and consistently complies with applicable legal requirements.

Responsibility for ensuring the effective functioning of the internal control system, particularly with respect to the preparation of financial statements and periodic reports including organisation and oversight of related procedures rests with the Management Board. Financial information presented in the financial statements and periodic reports is derived from the Company's accounting and financial systems, which record transactions in accordance with the Company's accounting policies based on International Financial Reporting Standards (IFRS).

The accuracy of financial reporting is further reviewed by members of the Audit Committee. To ensure that the information presented in the annual financial statements accurately reflects the underlying records maintained by the Company, these statements undergo an audit by an independent audit firm, which subsequently issues an audit report. In addition, the condensed halfyear financial statements are subject to a review by an independent audit firm.

Risk management system

The Company maintains a comprehensive risk management system, which involves identifying and evaluating risks at both strategic and operational levels, alongside implementing appropriate plans for addressing and monitoring these risks. Risks are assessed regularly, taking into account internal and external factors with the potential to affect the Company's operations, and suitable measures are enacted to reduce the likelihood of their occurrence.

The established risk management framework seeks to minimise the adverse impacts of identified risks on the Company's operations through effective identification, classification, and assessment. It also incorporates targeted actions to maintain stability, enabling continued growth and effective delivery of the organisation's strategic objectives.

The Company reviewed its risk management process in 2024 and made necessary changes to it, and completed the implementation of a risk management information system. The system has contributed to more effective oversight of the process and more efficient monitoring of risks throughout their life cycle. In addition, it has enabled better control over data by ensuring its consistency, accuracy and completeness. The centralization of data has improved the process of making business decisions, including those of strategic importance.

The Company conducted a risk analysis for operational risks using a risk management information system. It reviewed risks, verified their level and the list of existing safeguards. It has established risk handling plans to implement additional measures to minimize the possibility of risks. Both the risks and the implementation of the plans are subject to monitoring.

In 2024, strategic risks remain unchanged and are subject to quarterly review.

Ultimate responsibility for the Company's risk management system resides with the Management Board, supported by the Director of Cybersecurity and Risk Management. In the course of preparing periodic reports, the Management Board regularly reviews and evaluates risk factors relevant to both the Company and the Group.

Compliance management system

The Company operates with transparency, embedding within its compliance management framework the recommendations outlined in the Best Practices and the Warsaw Stock Exchange's endorsed standards relating to anti-corruption measures and whistleblower protection for listed

companies. The Company is committed to maintaining and continually enhancing the effectiveness of this compliance framework. To support this objective, regular risk analyses and maturity assessments of key compliance areas are conducted, and appropriate measures are implemented to strengthen compliance and mitigate associated risks. Oversight of the compliance management system is the responsibility of the Compliance Officer and their team.

The Company maintains and regularly updates internal compliance policies and procedures, including the Code of Ethics, Anti-Corruption Code, Anti-Bullying and Anti-Criminal Policy, Gift Policy, Code of Ethics in Business Relationships, Whistleblowing Procedure compliant with the Whistleblower Protection Act, and Instructions for Reporting Other Irregularities. All employees are required to adhere to these internal regulations. Furthermore, the Company has implemented robust anti-corruption measures, incorporating anti-corruption clauses into contracts with its business partners. These clauses are tailored to various contract categories across the Group, and their application is comprehensively outlined in the Principles for the Application of Anti-Corruption Clauses.

In 2024, the Company adopted a new Code of Ethics for Grupa Pracuj, establishing transparent and consistent guidelines to uphold the highest ethical standards in day-to-day business operations. This Code is designed to raise awareness of established ethical principles and ensure uniformity of conduct across all areas of the organisation. It applies equally to all employees and independent contractors, regardless of their roles or responsibilities, providing a foundation for ethical decision-making and fostering a work environment based on mutual trust and respect.

The Code sets out the core principles upheld by the Company, such as:

  • Group values,
  • Whistleblowing,
  • Focus on people,
  • Trust-based relationships,
  • Responsible action.

In 2024, the Company revised its Code of Ethics in Business Relationships, which outlines standards governing cooperation with business partners. The updated document now incorporates a dedicated section on environmental responsibility. This amendment aims to reinforce the Company's commitment to sustainable development and ensure alignment of its business partnerships with applicable environmental regulations.

The Company is committed to preventing misconduct, both internally and in its dealings with business partners. To further strengthen whistleblower protection and reporting, a new Whistleblowing Procedure compliant with the Whistleblower Protection Act was implemented in 2024, alongside an updated version of the Instructions for Reporting Other Irregularities. The Company maintains an independent reporting platform for the confidential disclosure of potential irregularities or breaches of law. During 2024, one investigative procedure was initiated in response to a reported notification. Following investigation, the notification was found to be unsubstantiated.

Internal audit

The Company has established an internal audit function within its organisational structure. The internal audit operates in compliance with the International Standards for the Professional Practice of Internal Auditing, as well as the Company's internal audit regulations and Internal Audit Code of Ethics.

The principal objective of the internal audit function is to support the Company in achieving its strategic goals through effective risk management, robust internal controls, strong corporate

governance, and the continuous improvement of operational processes. As part of its mandate, the internal audit team evaluates internal procedures and controls, provides recommendations, and proposes improvements to enhance overall organisational efficiency.

The planning of internal audit activities for subsequent years is based on the 'audit universe', a periodically updated document identifying key business areas within the organisation and specifying associated audit activities.

In 2024, the Company established an internal audit plan and completed two scheduled audits: one addressing cybersecurity policies and procedures, and the other focusing on conflict-of-interest management and the prevention of fraud and corruption. Additionally, plans for subsequent audit projects were developed. The internal auditor also carried out a review and updated the internal audit regulations, Internal Audit Code of Ethics, and Internal Audit Charter.

The Supervisory Board and the Audit Committee assess the effectiveness of the Company's internal control, risk management, compliance, and internal audit systems principally through discussions conducted during meetings with the Management Board and key personnel responsible for these functions, as well as through examination of relevant documentation, including internal procedures and policies. Following their review of the current internal control, risk management, compliance, and internal audit systems, the Supervisory Board and Audit Committee identified no deficiencies.

IX. Assessment of compliance with corporate governance principles and fulfilment of disclosure obligations

As a company listed on the Warsaw Stock Exchange, Grupa Pracuj S.A. is required to comply with corporate governance principles as set out in the Best Practices. In assessing the Company's adherence to these principles, the Supervisory Board primarily reviewed recently published disclosures relating to the implementation of Best Practices, as well as the corporate governance statement contained within the Management Report on the operations of the Company and the Group for 2024. The Supervisory Board is satisfied that, during 2024, the Company's application of the Best Practices was appropriate given its size and business activities, aligning with corporate governance standards defined in internal documentation and effectively reflecting the practical implementation of these principles.

The Supervisory Board also evaluated the Company's compliance with its disclosure obligations. In 2024, the Company published 12 current reports and four periodical reports. The Supervisory Board concluded that the Company satisfactorily fulfilled its disclosure requirements. Additionally, the Board recognises the critical importance of effectively applying the Group's internal guidelines for handling and protecting inside information. The Board further acknowledges the valuable contribution of the Legal and Compliance Department, the Investor Relations and ESG Manager, and the designation of an individual responsible for overseeing compliance with disclosure obligations. Collectively, these measures ensure the appropriate fulfilment of disclosure requirements and enable effective oversight of this aspect of the Company's operations.

In light of the above, the Supervisory Board positively assesses the Company's compliance with corporate governance principles and its fulfilment of disclosure obligations in 2024.

X. Assessment of appropriateness of the expenditure referred to in Principle 1.5 of the Best Practices

In 2024, as disclosed in its statement on compliance with the Best Practices, the Company did not apply Principle 1.5. Consequently, the Supervisory Board did not conduct an evaluation of expenditures related to sponsorship activities in areas such as culture, sports, charitable institutions, media, social organisations, or trade unions.

XI. Implementation of the diversity policy on the Management Board and the Supervisory Board

In 2024, according to the Company's disclosure regarding compliance with the Best Practices, the Company did not apply Principle 2.1, which recommends establishing specific diversity targets for the composition of the Management Board and Supervisory Board. Consequently, the Supervisory Board has not assessed the implementation of any such diversity policy. Decisions regarding the composition of the Supervisory Board and the Management Board ultimately rest with the General Meeting and the Supervisory Board, respectively, subject to certain special appointment rights held by specific shareholders, as stipulated in the Articles of Association.

In 2024, Ms Agnieszka Słomka-Gołębiowska and Ms Martina van Hettinga served as members of the Supervisory Board. The Supervisory Board considers their membership to be a positive contribution to enhancing its overall diversity.

XII. Conclusions from the assessment of the standalone and consolidated financial statements, Management Board's report on the activities of the Company and the Group, and the profit distribution proposal for the year ended December 31, 2024

The Supervisory Board considered the following documents submitted by the Management Board:

  • the Company's standalone financial statements for the year ended December 31, 2024,
  • the Group's consolidated financial statements for the year ended December 31, 2024,
  • the Management Board's report on the activities of the Company and the Group for the year ended December 31, 2024, which includes sustainability reporting of the Group for the year ended on December 31, 2024.

Additionally, the Supervisory Board considered the draft independent auditor's reports on the audit of Company's standalone financial statements and Group's consolidated financial statements for the year ended December 31, 2024, as well as draft independent auditor's limited assurance report on sustainability reporting of the Group for the year ended on December 31, 2024 .

In performing its assessment, the Supervisory Board took into consideration information and insights provided by the auditor and the Audit Committee, as well as data and documentation submitted by the Management Board.

Pursuant to Article 382(3)(1) of the CCC and Article 20(4)(a) of the Company's Articles of Association, the Supervisory Board positively assessed the standalone and consolidated financial statements for the year ended December 31, 2024, as well as the Management Board's report on the activities of the Company and the Group for the same period. This assessment was conducted on the basis of the documentation and information provided, taking into account the accuracy of the presented information, compliance with applicable formal requirements, and consistency with the Company's books, records, and underlying facts. The Supervisory Board is satisfied that the financial statements and the report provide a true and fair representation of the financial performance, position, and activities of the Company and the Group for the year ended December 31, 2024.

In view of the above, the Supervisory Board recommends that the General Meeting receives the documents in the version submitted by the Management Board, i.e.:

  • 1) the standalone financial statements of the Company for the year ended December 31, 2024, comprising:
    • a) the statement of comprehensive income for the year ended on December 31, 2024, showing a net profit of PLN 188,045 thousand,
    • b) the statement of financial position as at December 31, 2024, showing total assets and total equity and liabilities of PLN 912,866 thousand,

  • c) the statement of cash flows for the year ended on December 31, 2024, showing cash outflows of PLN 20,224 thousand,
  • d) the statement of changes in equity for the year ended on December 31, 2024, showing an increase in equity by PLN 63,583 thousand,
  • e) explanatory notes;
  • 2) the consolidated financial statements of the Group for the year ended December 31, 2024, comprising:
    • a) the consolidated statement of comprehensive income for the year ended on December 31, 2024, showing a net profit of PLN 208,796 thousand,
    • b) the consolidated statement of financial position as at December 31, 2024, showing total assets and total equity and liabilities of PLN 1,043,792 thousand,
    • c) the consolidated statement of cash flows for the year ended on December 31, 2024, showing cash inflows of PLN 30,550 thousand,
    • d) the consolidated statement of changes in equity for the year ended on December 31, 2024, showing an increase in equity by PLN 68,175 thousand,
    • e) explanatory notes;
  • 3) the Management Board's report on the activities of the Company and the Group in the year ended December 2024, which includes sustainability reporting of the Group for the year ended on December 31, 2024.

As of the date of adoption of this Report by the Supervisory Board, the Management Board had not yet submitted a proposal concerning the distribution of profit for the financial year ended December 31, 2024. Once received, the Supervisory Board will assess this proposal through a separate resolution and subsequently present its recommendation to the General Meeting.

XIII. Assessment of the Management Board's fulfilment of disclosure obligations towards the Supervisory Board and the provision of requested information, documents, reports, and explanations

The Supervisory Board concludes that the Management Board diligently complied with its disclosure obligations to the Supervisory Board throughout 2024.

During the reporting period, consistent with the Company's Articles of Association, the Supervisory Board received comprehensive information and updates from the Management Board, including:

  • details of the Management Board's resolutions and their respective subject matters,
  • presentations outlining the current business performance and financial position of the Company and its Significant Subsidiaries, along with updates on strategic implementation; and,
  • status updates regarding ongoing transactions and key events affecting the Company and its Significant Subsidiaries.

The Management Board also informed the Supervisory Board of any changes to previously submitted information.

Additionally, members of the Management Board and the Leadership Team attended Supervisory Board meetings upon invitation, providing detailed explanations and responding comprehensively to questions from Supervisory Board members concerning agenda items and the operational and financial position of the Company and the Group.

Throughout the reporting period, the Management Board consistently updated the Supervisory Board on key matters concerning the Company and the Group. Where necessary, supplementary information and documentation were provided by the Management Board and other relevant personnel responsible for specific operational areas, functions, and internal systems of the Company and the Group.

The Supervisory Board commends the quality of communication and collaboration with the Management Board during 2024, and confirms it has no concerns regarding either the provision or the adequacy of information requested and received.

XIV. Total amount of remuneration of advisors to the Supervisory Board in 2024

During the reporting period, the Supervisory Board determined that no specific investigation into the Company's business activities or assets by an external advisor was necessary. Consequently, no related advisory costs were incurred by the Company.

XV. Concluding remarks

Following a comprehensive evaluation of the overall performance and results achieved in 2024, the Supervisory Board positively assesses the activities and performance of the Management Board throughout the year. Accordingly, the Supervisory Board recommends that the General Meeting grant discharge to each member of the Management Board for the proper execution of their responsibilities during the financial year ended December 31, 2024.

For and on behalf of the Supervisory Board of Grupa Pracuj S.A.

Maciej Noga

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