AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Grupa Pracuj S.A.

Board/Management Information May 18, 2023

5636_rns_2023-05-18_0ecaf1cf-4a7f-4141-8987-d0b416441544.pdf

Board/Management Information

Open in Viewer

Opens in native device viewer

Appendix to Resolution No. 5 of the Supervisory Board of Grupa Pracuj S.A. dated April 3, 2023 regarding the acceptance of the Supervisory Board's report on its operations in the year ended on December 31, 2022

Report of the Supervisory Board of Grupa Pracuj S.A. on its operations in the year ended on December 31, 2022

Warsaw, April 3, 2023

TABLE OF CONTENTS

I. Definitions 3
II. Composition of the Supervisory Board in 2022 3
III. Assessment of the independence of Members of the Supervisory Board 4
IV. Activities of the Supervisory Board in 2022 4
V. Self-assessment of the work of the Supervisory Board in 2022 6
VI. Composition of the Audit Committee in 2022 7
VII. Activities and evaluation of work of the Audit Committee in 2022 7
VIII. Evaluation of the Company's situation on a consolidated basis, including assessment of the
systems of internal control, risk management, compliance and internal audit function 8
IX. Evaluation of the application of the principles of corporate governance and the manner in which
the Company fulfils its information obligations 11
X. Evaluation of the appropriateness of expenditure referred to in Principle 1.5 of the Best
Practices 11
XI. Information on the extent to which the diversity policy is implemented with respect to the
Management Board and the Supervisory Board 11
XII. Conclusions on the assessment of the standalone and consolidated financial statements,
Management Board's report on the activities of the Company and the Group, and profit distribution
proposal for the year ended on December 31, 2022 12
XIII. Evaluation of the fulfilment by the Management Board of its information obligations towards the
Supervisory Board and the preparation and presentation by the Management Board of information,
documents, reports and explanations requested by the Supervisory Board 13
XIV. Total amount of remuneration of the Supervisory Board's advisors in 2022 13
XV. Conclusions 14

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 Practice for WSE Listed Companies 2021",
constituting an annex to Resolution No. 13/1834/2021 of the
WSE Board of March 29, 2021.
WSE means the Warsaw Stock Exchange
Group means 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 committee within the Company's 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.
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 operations
in the year ended December 31, 2022.
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 supervision.
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 2022

In 2022, the Supervisory Board was composed of six members, appointed in compliance with the Company's Articles of Association. 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 Budkowski, Member of the Supervisory Board,
    1. Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board,
    1. Mirosław Stachowicz, Member of the Supervisory Board.

The current three-year term of office for the Members of the Supervisory Board commenced on August 2, 2021.

On November 30, 2022, an Extraordinary General Meeting was held, which decided to expand the composition of the Supervisory Board and passed a resolution on the appointment of Ms. Martina van Hettinga as a new Member, effective from February 1, 2023.

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

Three members of the Supervisory Board, namely Agnieszka Słomka-Gołębiowska, Wojciech Stankiewicz, and Przemysław Budkowski, meet the independence criteria outlined in the Act on Statutory Auditors and do not have any actual or significant relationships with any shareholder holding at least 5% of the total voting rights in the Company. As such, the current composition of the Supervisory Board complies with Principle 2.3 of the Best Practices.

In addition, the current Members of the Supervisory Board possess valuable professional experience within the Company, which enables them to make informed assessments of the Management Board's work and activities based on their factual knowledge of the areas in which the Company and the Group conduct their business.

IV. Activities of the Supervisory Board in 2022

Pursuant to the Company's Articles of Association, meetings of the Supervisory Board are held on an as-needed basis but no less frequently than once per calendar quarter.

In 2022, the Supervisory Board held a total of five meetings, during which it discussed various items on the agenda and adopted 24 resolutions:

  • 1) March 2, 2022 during the meeting, the Supervisory Board discussed various topics, including but not limited to, the Company's business achievements in 2021, business priorities, and the budget for 2022. The Board passed a resolution approving the Group budget for the year ending December 31, 2022,
  • 2) April 21, 2022 during the meeting, the Supervisory Board adopted resolutions on various matters, including:
    • assessing the standalone and consolidated financial statements of the Company and the Group for the year ended on December 31, 2021 and evaluating the report of the Management Board on the activities of the Company and the Group for the year ended on December 31, 2021;
    • adopting the report of the Supervisory Board on its activities during the year ended on December 31, 2021;
    • considering and evaluating the proposal of the Management Board to grant discharge to the members of the Management Board for the performance of their duties in the year ended on December 31, 2021;
    • adopting the Best Practices for application;
    • evaluating draft resolutions of the Annual General Meeting;
    • making amendments to the By-laws of the Supervisory Board and the By-laws of the Audit Committee;
    • adopting the Rules of participation in the General Meeting by means of electronic communication;

  • approving the report on the remuneration of the members of the Management Board and the Supervisory Board.
  • 3) May 18, 2022 during the meeting, the Supervisory Board discussed the financial results and current situation of the Group in the first quarter of 2022, the business strategy, and M&A initiatives. The Board also adopted resolutions on various matters, including but not limited to:
    • consenting to waive in whole the pre-emptive rights of shareholders to subscribe to series D shares issued within the authorised capital;
    • considering and evaluating the proposal of the Management Board regarding the distribution of the profit earned in the year ended on December 31, 2021;
    • consenting to the Company incurring a financial obligation and pledging the Company's assets as security in connection with a planned investment;
    • accepting the criteria for participation of members of the Management Board in Incentive Scheme 1;
    • granting bonuses to the members of the Management Board for the achievement of the financial targets for 2021,
  • 4) September 26, 2022 during the meeting, the Supervisory Board reviewed the Group's financial results and standing in the second quarter of 2022. The Board also discussed the current business situation and the performance of the recently acquired German companies in the Group. The Board passed a resolution regarding the adoption of a procedure for entering into related-party transactions within the Group and performing periodical assessment of transactions concluded with related-parties on arm's length basis within the ordinary course of business,
  • 5) December 1, 2022 during the meeting, the Supervisory Board reviewed the financial results and standing of the Group in the third quarter of 2022. The Board also discussed the current business situation and the activities of the Audit Committee during the same period, as well as the Group's strategy for 2023.

All meetings of the Supervisory Board were held with a quorum, enabling the adoption of resolutions. During the meetings, the Supervisory Board deliberated on matters within its competence, as defined in the relevant provisions of the CCC and the Articles of Association of the Company, as well as matters related to the Company's day-to-day operations. Pursuant to the Company's Articles of Association and the By-laws of the Supervisory Board, meetings of the Supervisory Board may be held via means of electronic communication. Most of the Supervisory Board meetings in 2022 were conducted remotely, and resolutions were mainly adopted via direct remote communication.

During each meeting of the Supervisory Board, the adoption of resolutions was supported by comprehensive written and oral arguments from the members of the Management Board, as well as written and oral justifications from the authors of the motions under discussion.

At the invitation of the Supervisory Board, the meetings were attended by members of the Management Board who presented matters relating to the Company's current situation and organisational and legal matters.

Additionally, in 2022, the Supervisory Board adopted six resolutions through e-mail voting, outside its meetings, in compliance with the provisions of the Company's Articles of Association and the

By-laws of the Supervisory Board. The resolutions adopted in this manner pertained to diverse matters, including but not limited to:

  • approving the statement on amendment to the articles of association of Pracuj Ventures spółka z ograniczoną odpowiedzialnością ASI sp.k. and execution of an amendment to the shareholders' agreement of that company;
  • adopting a policy for the selection of the audit firm, the procedure for selecting the audit firm and a policy for the provision of additional non-audit services;
  • appointing an audit firm to audit the financial statement of the Company, as well as the consolidated financial statement of the Group for the year ended on December 31, 2021 and for the years ending on December 31, 2022 and December 31, 2023;
  • determining the consolidated text of the Company's Articles of Association, assessing draft resolutions of the Extraordinary General Meeting, and amending the By-laws of the Supervisory Board.

Throughout the reporting period, the Supervisory Board meticulously documented its activities through the adoption of resolutions and in the minutes for each meeting.

V. Self-assessment of the work of the Supervisory Board in 2022

The Supervisory Board, in compliance with Principle 2.11 of the Best Practices, performed a self-assessment of its activities in 2022.

Throughout the reporting period, the Supervisory Board diligently and conscientiously fulfilled its obligations as outlined in the Company's Articles of Association and the By-laws of the Supervisory Board. The Board exercised ongoing oversight over the Company's activities across all facets of its operations, consistent with the responsibilities and authority established in the CCC and other pertinent legislation, as well as the provisions of the Company's Articles of Association and the By-laws of the Supervisory Board. In carrying out their supervisory duties, the Members of the Supervisory Board acted in the best interests of both the Company and its shareholders.

As part of its activities, the Supervisory Board maintained continuous monitoring of the Company's financial standing, actively assisted the Management Board in executing its strategic objectives, considered motions pertaining to matters requiring the approval of the Supervisory Board under the CCC or the Company's Articles of Association, and considered other matters presented by the Management Board.

The frequency and duration of meetings, as well as the resources available, were deemed sufficient to enable the Supervisory Board to fulfil its duties in their entirety.

The Supervisory Board of the Company worked collaboratively, drawing on the collective knowledge and experience of its highly competent Members. Each Member possesses extensive and diverse comprehensive professional experience, which enables them to perform their supervisory duties at an exceptional level. The diversification of skills and qualifications among the Supervisory Board Members ensured effective and efficient oversight of the Company's activities and facilitated a comprehensive evaluation of business plans and initiatives presented by the Management Board.

During the reporting period, the Supervisory Board did not exercise the authority to delegate its Members to perform specific supervisory activities.

The Supervisory Board is of the opinion that it diligently fulfilled its duties in 2022 by effectively exercising its statutory powers, as well as powers provided for in the Company's Articles of Association. The activities were carried out with utmost efficacy and ensured robust and adequate supervision over the Company.

In light of the foregoing, the Supervisory Board requests that the General Meeting grant a discharge to each Member of the Supervisory Board for the performance of their duties in 2022.

VI. Composition of the Audit Committee in 2022

The Supervisory Board established an Audit Committee on September 8, 2021, in compliance with the Act on Statutory Auditors. The Committee is composed of at least three members, including the Chairman, who are elected by the Supervisory Board from among its members for an indefinite period.

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

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

Each member of the Audit Committee made a declaration of compliance with the independence criteria specified for an independent member of the Audit Committee under Article 129(3) of the Act on Statutory Auditors and the By-laws of the Audit Committee. Furthermore, Agnieszka Słomka-Gołębiowska made a declaration of proficiency in accounting or auditing, while Wojciech Stankiewicz made a declaration of expertise in the industry in which the Company operates.

There are no other committees within the Supervisory Board.

VII. Activities and evaluation of work of the Audit Committee in 2022

In 2022, the Audit Committee carried out the tasks within its statutory powers, as well as powers set forth in the Articles of Association.

Throughout the year, the Committee held six meetings on the following dates: February 23, April 12, April 21, May 20, September 19, and November 22. All members of the Audit Committee were in attendance at every meeting.

The matters discussed during the Audit Committee meetings in 2022 included: (i) the progress of the audit of the financial statements for the year ended on December 31, 2021 as well as the final conclusions of the audit, (ii) the compliance of the process of preparing the financial statements for the year ended on December 31, 2021 with the relevant laws and regulations, (iii) the financial results of the Company and the Group for 2021, the first quarter of 2022, the first half of 2022 and the third quarter of 2022, as well as the activities of the Company and the Group during these periods, (iv) the findings of the review of the report for the first half of 2022, (v) the effectiveness of the internal control, risk management, compliance and internal audit systems in place at the Company, specifically the activities undertaken within these functions in 2022 in relation to the plans for that year, and (vi) the scope of additional work required in connection with the audit of the 2022 financial statements.

Throughout the reporting period, the Audit Committee was involved in the process of selecting an audit firm to audit the standalone and consolidated financial statements for the years 2021-2023, evaluated the independence of and provided recommendations for the selection of an audit firm. Additionally, the Audit Committee continuously monitored the independence of the selected auditor, and evaluated the effectiveness and sufficiency of the Company's internal control, risk management, compliance, and internal audit systems.

During its meetings held in 2022, the Audit Committee adopted several resolutions, including:

• to approve the provision of training services in 2022 by an affiliate of the audit firm,

  • to recommend that the Supervisory Board make statements regarding the appointment of the audit firm and the financial statements for the year ended on December 31, 2021,
  • to recommend that the Supervisory Board approve the financial statements for the year ended on December 31, 2021.

In addition, the Audit Committee passed several resolutions outside of its regular meetings during the reporting period, in compliance with the provisions set out in the By-laws of the Audit Committee. Specifically, the Committee adopted three resolutions via e-mail voting on the following matters:

  • to approve the policy for the selection of the audit firm, the procedure for the selection of the audit firm and the policy for the provision of additional non-audit services prepared by the Audit Committee,
  • to recommend the appointment of an audit firm to audit the financial statement of the Company and the consolidated financial statement of the Group for the year ended on December 31, 2021 and for the years ending December 31, 2022 and December 31, 2023,
  • to approve the review by the audit firm of the semi-annual standalone and consolidated financial statement of the Company and the Group for the six-month periods ending on June 30, 2022 and June 30, 2023.

Based on the information provided, it can be concluded that the Audit Committee performed satisfactorily in 2022.

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

Situation of the Company and the Group

After carefully reviewing the information provided by the Management Board and selected employees of the Company, as well as analysing the financial statements of the Company and the Group for the year ended on December 31, 2022, the Supervisory Board has determined that the Company and the Group have achieved financial results better than planned in the budget for year 2022, and that their operations are stable. However, it is worth noting that the ongoing war in Ukraine has negatively impacted the operations of Robota International TOV and the financial results of the Ukraine segment.

In 2022, the Group earned revenue of PLN 608.5 million, representing a 28.1% increase versus 2021. Similarly, the Company's revenue for the year was PLN 447.3 million, reflecting a 19.8% increase versus 2021. This growth can be attributed to the consolidation of revenue generated by softgarden e-recruiting GmbH, which joined the Group in June 2022. The increase in revenue was also driven by the steadily rising average prices of recruitment projects.

In 2022, the Company's operating profit increased by 12.6% year-on-year, to PLN 242.6 million, compared with PLN 215.6 million generated in previous year. The Group also reported an increase in operating profit, to PLN 252.6 million in 2022, from PLN 227.5 million in the previous year, representing an 11.0% year-on-year increase. The Group's consolidated net profit was PLN 169.0 million, reflecting a 33.9% decrease versus 2021. The Company's net profit came in at PLN 164.8 million, which was 38.1% lower than in 2021. The decrease in net profits was mainly due to the recognition of the revaluation of the fair value of the Company's shareholding in Beamery Inc. of PLN 86.2 million in finance income for 2021. The Group's operating profit margin decreased to 41.5% in 2022, from 47.9% in the previous year, mainly due to the consolidation of the financial results of softgarden e-recruiting GmbH in the Group's consolidated financial statements.

The Supervisory Board acknowledges the Management Board's proper and progressive implementation of the development directions, which is essential for the Group and Company's

stable growth. A testament to the successful strategy implementation is the acquisition of Spoonbill Holding GmbH and its subsidiaries – Spoonbill GmbH, softgarden e-recruiting GmbH, and absence.io GmbH – in June 2022 which represents a significant step towards the Group's international expansion strategy and strengthens its position as a leading HR Tech player in Europe. softgarden e-recruiting GmbH's TAS (Talent Acquisition System) provides support and automation for recruitment processes, offered through a subscription model. The company also offers a service for simultaneous publication of job offers on multiple recruitment portals in a given country, commonly known as multiposting.

Following an examination and analysis of the financial statements for the year ended on December 31, 2022, the Supervisory Board is pleased to report that the Company and the Group have achieved positive results, warranting a positive evaluation of the Management Board's work. In addition, the Supervisory Board conducted a comprehensive assessment of the risks affecting the Company and is content to state that there are no circumstances that could compromise the Company's or the Group's ability to continue operating as a going concern.

Internal control system

The Company operates an internal control system designed to manage and mitigate risks in the key areas of its operations, with a focus on financial reporting. The primary objective of the internal control system is to ensure that the Company achieves its operational goals efficiently and effectively, while also maintaining the reliability of its financial reporting and complying with legal requirements.

It is the responsibility of the Management Board to ensure that the Company's internal control system functions effectively in the preparation of financial statements and periodic reports, including the organisation and oversight of related processes. The financial information used in these reports is obtained from the Company's accounting and financial system, which records transactions in compliance with the Company's accounting policy based on the International Financial Reporting Standards. As such, the Management Board is fully accountable for the accuracy and completeness of the financial information presented in the Company's financial statements and periodic reports.

The accuracy of financial reporting is also verified by members of the Audit Committee. To confirm the accuracy of the data contained in the annual financial statements and its conformity with the Company's accounting records, these statements are subjected to examination by an independent audit firm, which issues an audit report on the financial statements. Additionally, the semi-annual financial statements are reviewed by an independent auditing firm.

Risk management system

The Company operates a comprehensive risk management system that encompasses the identification and assessment of risks at both the strategic and operational levels, as well as plans to address and monitor the level of risk. Risks are identified on a regular basis, taking into account both external and internal factors that could potentially impact the Company's business. Appropriate measures are then taken to mitigate the likelihood of the identified risks occurring.

The Management Board holds the ultimate responsibility for the Company's risk management system, with the Director of Information Security and Risk Management providing valuable support. In the process of preparing periodic reports, the Management Board reviews the risk factors relevant to the Company and the Group.

The implemented risk management process aims to mitigate the negative impact of risks on the Company's business by effectively identifying, classifying, and evaluating the risks. The process includes the implementation of appropriate measures to ensure stable conditions for further development and delivery of strategic objectives by the organisation.

Compliance system

The Company prioritises transparency in its business and has implemented a compliance management system that incorporates recommendations from the Best Practices and Standards for anti-corruption compliance management and whistle-blower's protection. The Company is committed to maintaining and continuously improving this compliance system at the highest level. To achieve this, the Company regularly conducts risk analyses and maturity assessments of key compliance areas, and takes appropriate measures to enhance compliance and minimise risks. The Compliance Officer and their team oversee the compliance management system.

The Company has established and regularly updates internal regulations, including the Code of Ethics, Anti-Corruption Code, Anti-Mobbing Policy, Gift Policy, Code of Ethics in Business Relationships and Whistleblowing Instruction, which all employees are obligated to comply with. The Company places a strong emphasis on anti-corruption measures and implements anti-corruption clauses in contracts with business partners. These clauses are adapted to the various categories of contracts concluded within the Group and are described in detail in the Procedure for the application of anti-corruption clauses.

As part of the compliance system, the Company also conducts a range of awareness-raising activities. These include mandatory training on compliance principles for all new employees and associates during the onboarding process. The training is aimed at familiarising employees with the relevant rules and priorities of the Company's compliance management system. Furthermore, ongoing communication and regular refresher trainings are used to continually increase employees' awareness of the required attitudes and behaviours.

The Company is committed to preventing any misconduct, both internally and in collaboration with its business partners. To foster a culture of whistleblowing, an independent platform has been implemented to enable the reporting of potential irregularities. In 2022, three investigations were conducted based on reports made through this platform, resulting in necessary actions and corrective measures being taken by the Company.

Internal audit

In 2022, the Company restructured its organisational framework to establish a dedicated internal audit function that operates in accordance with the International Standards for the Professional Practice of Internal Auditing. The Internal Auditor is required to comply with both the Code of Ethics and the IIA Institute of Internal Auditors' Code of Ethics, ensuring the highest level of due diligence.

The primary objective of the internal audit function is to assist the Company in achieving its strategic objectives through the effective management of risks, internal controls, corporate governance processes, and continuous improvement of operational processes. As part of its remit, the internal audit team evaluates the Company's procedures and processes, provides recommendations, and submits proposals for improvement to enhance the Company's operations.

As part of its activities in 2022, Internal Audit prepared an audit universe – a document identifying the main business areas of the organisation and indicating the relevant audit activities. This document serves as the foundation for planning internal audit tasks for the upcoming years.

The Supervisory Board and the Audit Committee evaluate the internal control systems, risk management, compliance, and the internal audit function by engaging in discussions with the Management Board and key employees responsible for the respective areas during meetings of the Audit Committee and the Supervisory Board. They also review relevant documents, including internal regulations and procedures. In terms of the internal control, risk management and compliance systems, as well as the internal audit function currently functioning in the Company, the Supervisory Board and Audit Committee have not identified deficiencies.

IX. Evaluation of the application of the principles of corporate governance and the manner in which the Company fulfils its information obligations

As a company listed on the Warsaw Stock Exchange, the Company is obligated to comply with the principles of corporate governance as stipulated in the Best Practices. In the reporting period, the Company fulfilled its disclosure obligations by submitting two reports (an initial report and an updating report) through the EBI system, detailing the extent of its compliance with the Best Practices. The Supervisory Board reviewed these reports, along with the Management Board's reports on the Company's and the Group's activities during the reporting period, to assess the Company's adherence to these principles. The Supervisory Board is satisfied that the Company's compliance with the Best Practices is commensurate with the size and nature of its business, and is consistent with the corporate governance outlined in the Company's corporate documents, while also considering the practical aspects of applying the Best Practices principles.

During the reporting period, the Supervisory Board also evaluated the Company's compliance with its information obligations. The Company fulfilled its information obligations by publishing 29 current reports and four periodic reports in 2022. The Supervisory Board has determined that the Company has met its information obligations satisfactorily. Additionally, the Board recognises that the effective implementation of the Company's internal regulations regarding flow and protection of inside information, involvement of the Legal Department and Investor Relations Manager in performing the information obligations, as well as the appointment of a dedicated person for coordinating the Company's compliance with the obligations, have all contributed to the proper satisfaction of these obligations and enabled effective supervision of this aspect of the Company's activities.

Based on the information presented, the Supervisory Board has concluded that the Company satisfactorily applied the principles of corporate governance as outlined in the Best Practices and fulfilled its information obligations in 2022.

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

During 2022, the Company did not apply Principle 1.5 of the Best Practices as stated in its report on the application of the Best Practices. Therefore, the Supervisory Board did not evaluate the appropriateness of expenses related to sponsoring activities in areas such as culture, sports, charitable institutions, the media, social organisations, or trade unions.

XI. Information on the extent to which the diversity policy is implemented with respect to the Management Board and the Supervisory Board

In 2022, based on the Company's report on the application of the Best Practices, the Company did not apply Principle 2.1, i.e. did not set specific targets for diversity in the composition of the Management Board and the Supervisory Board. Consequently, the Supervisory Board is unable to evaluate the policy implemented in this regard.

Justifying its decision not to implement said principle, the Management Board emphasised inter alia that their primary criteria when filling key positions within the Company are the knowledge, relevant qualifications and experience of the candidates, ensuring the formation of corporate bodies capable of delivering high quality decision-making and supervision processes. Ultimately, the final decisions on the composition of both the Management Board and the Supervisory Board are made by the General Meeting and the Supervisory Board, respectively, taking into account the personal rights of shareholders set forth in the Company's Articles of Association.

The Supervisory Board believes that the appointment of Ms. Martina van Hettinga, who assumed her position on February 1, 2023, has positively impacted the diversity within the Supervisory Board by adding another female perspective.

XII. Conclusions on the assessment of the standalone and consolidated financial statements, Management Board's report on the activities of the Company and the Group, and profit distribution proposal for the year ended on December 31, 2022

The Supervisory Board considered the following documents presented to it by the Management Board:

  • the Company's standalone financial statement for the year ended on December 31, 2022,
  • the Group's consolidated financial statement for the year ended on December 31, 2022,
  • the Management Board's Report on the activities of the Company and the Group for the year ended on December 31, 2022,

and reviewed the auditor's reports on the audit of these financial statements.

Furthermore, in their evaluation, the Supervisory Board considered information and insights provided by the auditor, the Audit Committee, and the data and information presented by the Management Board.

Acting pursuant to Article 382 § 3 (1) of the CCC and § 20 (4) (a) of the Company's Articles of Association, the Supervisory Board has positively assessed the standalone and consolidated financial statements for the year ended on December 31, 2022, as well as the Management Board's report on the Company's and the Group's activities in the same year in terms of their accuracy in respect of their content and compliance with relevant formal requirements, as well as their alignment with the books, documents and facts, and confirm that those reliably represent the financial results and activities of both the Company and the Group for and in the year ended on December 31, 2022.

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

  • 1) the standalone financial statements of the Company for the year ended on December 31, 2022, comprising:
    • a) the statement of comprehensive income for the year ended on December 31, 2022, showing a net profit of PLN 164,766 thousand,
    • b) the statement of financial position as at December 31, 2022, showing total assets and total equity and liabilities of PLN 908,375 thousand,
    • c) the statement of cash flows for the year ended on December 31, 2022, showing cash outflows of PLN 82,550 thousand,
    • d) the statement of changes in equity for the year ended on December 31, 2022, showing an increase in equity of PLN 57,067 thousand,
    • e) explanatory notes;
  • 2) the consolidated financial statements of the Group for the year ended on December 31, 2022, comprising:
    • a) the consolidated statement of comprehensive income for the year ended on December 31, 2022, showing a net profit of PLN 169,013 thousand,
    • b) the consolidated statement of financial position as at December 31, 2022, showing total assets and total equity and liabilities of PLN 1,022,673 thousand,
    • c) the consolidated statement of cash flows for the year ended on December 31, 2022, showing cash outflows of PLN 75,299 thousand,

  • d) the consolidated statement of changes in equity for the year ended on December 31, 2022, showing an increase in equity of PLN 66,257 thousand,
  • e) explanatory notes;
  • 3) the Management Board's report on the activities of the Company and the Group in the year ended on December 31, 2022.

By the date of adoption of this Report by the Supervisory Board, the Management Board has not submitted motion regarding the method of distribution of profit generated in the year ended December 31, 2022. Upon receipt of this motion the Supervisory Board, in a separate resolution, will assess it and make a recommendation to the General Meeting.

XIII. Evaluation of the fulfilment by the Management Board of its information obligations towards the Supervisory Board and the preparation and presentation by the Management Board of information, documents, reports and explanations requested by the Supervisory Board

The Supervisory Board concludes that the Management Board diligently fulfilled its information obligations to the Supervisory Board throughout 2022.

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

  • details of the Management Board's resolutions and their respective subject matter,
  • presentations containing information about the current business and financial standing of the Company and its Significant Subsidiaries, as well as progress in implementing their strategies,
  • updates on transactions, their status, and events impacting the Company or its Significant Subsidiaries.

The Management Board also updated the Supervisory Board on any changes to information previously provided.

Additionally, members of the Management Board attended Supervisory Board meetings upon invitation, offering comprehensive explanations and addressing questions from Members of the Supervisory Board related to items on the agenda and the Company's and Group's current standing.

Throughout the year, the Management Board regularly informed the Supervisory Board about key matters concerning the Company and the Group. As needed, the Supervisory Board received supplementary information and materials prepared by the Management Board and relevant employees overseeing various operational areas, functions, and systems within the Company and the Group.

The Supervisory Board positively assesses the communication and collaboration with the Management Board in 2022 and raises no concerns regarding the provision and scope of the requested information.

XIV. Total amount of remuneration of the Supervisory Board's advisors in 2022

During the reporting period, the Supervisory Board did not find it necessary to conduct any specific investigations into the Company's business or assets by engaging a designated advisor at the Company's expense. As a result, the Company did not incur any costs related to such investigations.

XV. Conclusions

Upon reviewing the overall performance and results achieved in 2022, the Supervisory Board gives a positive assessment of the Management Board's work during the reporting period. Consequently, it recommends that the General Meeting grants a discharge to each member of the Management Board for the fulfilment of his duties in the year ending on December 31, 2022.

Under authorization of the Supervisory Board of Grupa Pracuj S.A.

____________________________ Maciej Noga

Talk to a Data Expert

Have a question? We'll get back to you promptly.