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Grupa Pracuj S.A. — Governance Information 2026
May 18, 2026
5636_rns_2026-05-18_7a6a3ab0-cc79-47e6-b12d-f0282655435d.pdf
Governance Information
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Appendix to Resolution no. 5 of the Supervisory Board of Grupa Pracuj S.A. dated 1 April 2026 on the receipt of the report of the Supervisory Board on its activities in the year ended 31 December 2025.
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Report of the Supervisory Board of Grupa Pracuj S.A. on its activities in the year ended 31 December 2025
Warsaw, 1 April 2026
This document is a translation from the original Polish version. In case of any discrepancies between the Polish and English versions, the Polish version shall prevail.
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TABLE OF CONTENTS
I. Definitions...3
II. Composition of the Supervisory Board in 2025...3
III. Assessment of Supervisory Board Members' independence...4
IV. Activities of the Supervisory Board in 2025...4
V. Self-assessment of Supervisory Board's performance in 2025...6
VI. Composition of the Audit Committee in 2025...7
VII. Activities and assessment of the Audit Committee in 2025...7
VIII. Evaluation of the Company's consolidated position, including an assessment of the internal control, risk management and compliance systems and the internal audit function...8
IX. Evaluation of the application of corporate governance principles and fulfilment of disclosure obligations...11
X. Evaluation of the Company's expenditure referred to in Principle 1.5 of the Best Practices...11
XI. Implementation of the Diversity Policy for the Management Board and Supervisory Board...12
XII. Sustainability strategy...12
XIII. 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 proposal regarding distribution of profit for the year ended 31 December 2025...12
XIV. Evaluation of the fulfilment by the Management Board of its reporting obligations towards the Supervisory Board and the preparation and presentation by the Management Board of information, documents, reports, and clarifications requested by the Supervisory Board...14
XV. Total amount of remuneration of advisors to the Supervisory Board in 2025...14
XVI. Concluding remarks...14
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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 dated 29 March 2021. |
|---|---|
| WSE | means the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.). |
| 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 material to the Company. |
| Audit Committee | means the standing committee operating within the Supervisory Board. |
| CCC | means the Act of 15 September 2000 - Polish Commercial Companies Code. |
| Supervisory Board | means the Supervisory Board of the Company. |
| By-laws of the Audit Committee | means the By-laws of the Audit Committee that are currently in effect. |
| By-laws of the Supervisory Board | means the By-laws of the Supervisory Board, 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 31 December 2025. |
| Articles of Association | means the articles of association of the Company, that are currently in effect. |
| Act on Statutory Auditors | means the Polish Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight. |
| Act on Whistleblower Protection | means the Act of 14 June 2024 on the Protection of Whistleblowers. |
| General Meeting | means a general meeting of shareholders of the Company. |
| Management Board | means the Management Board of the Company. |
II. Composition of the Supervisory Board in 2025
In 2025, the Supervisory Board was composed of seven members, as follows:
- Maciej Artur Noga – Chairman of the Supervisory Board,
- Wojciech Robert Stankiewicz – Member of the Supervisory Board,
- John Doran – Member of the Supervisory Board,
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- Przemysław Tomasz Budkowski – Member of the Supervisory Board,
- Agnieszka Katarzyna Słomka-Gołębiowska – Member of the Supervisory Board,
- Mirosław Bogusław Stachowicz – Member of the Supervisory Board,
- Martina van Hettinga – Member of the Supervisory Board.
The mandates of the incumbent Supervisory Board members expired on 16 June 2025 upon the lapse of the Supervisory Board's term of office. The individuals listed above were thereupon reappointed for a new joint three-year term of office, as follows:
- Maciej Noga, Wojciech Stankiewicz and Mirosław Stachowicz were appointed by Frascati Investments sp. z o.o. in the exercise of its personal right,
- John Doran was appointed by TCV Luxco Perogie S.à. r.l. in the exercise of its personal right,
- Agnieszka Słomka-Gołębiowska, Martina van Hettinga and Przemysław Budkowski were appointed by resolution of the Ordinary General Meeting held on 16 June 2025.
All appointments were made in accordance with the Articles of Association.
III. Assessment of Supervisory Board Members' independence
Six Supervisory Board members – Agnieszka Słomka-Gołębiowska, Wojciech Stankiewicz, Przemysław Budkowski, Mirosław Stachowicz, John Doran and Martina van Hettinga – have declared that they satisfy the independence criteria set out in the Act on Statutory Auditors. Five members – Agnieszka Słomka-Gołębiowska, Wojciech Stankiewicz, Przemysław Budkowski, Mirosław Stachowicz and Martina van Hettinga – have further declared that they have no actual or material relationship with any shareholder holding 5% or more of the total voting rights in the Company. The composition of the Supervisory Board accordingly meets the requirement of Principle 2.3 of the Best Practices.
Supervisory Board members bring a breadth of professional experience directly relevant to the Company's business, equipping the Board to exercise informed and effective oversight of the Management Board's performance and of the Company's and the Group's operations and strategic direction.
IV. Activities of the Supervisory Board in 2025
Under the Articles of Association, the Supervisory Board is required to meet at least once per calendar quarter and may convene additional meetings as needed.
In 2025, the Supervisory Board held six meetings, at which it considered the matters on its agenda and adopted a total of 18 resolutions:
1) 5 March 2025 – The meeting focused on the Group's financial results and business position in Q4 2024, the 2025 budget, key takeaways from recent acquisitions and the Group's strategic direction. The Audit Committee also reported on its activities since the preceding Supervisory Board meeting. The Supervisory Board adopted a resolution approving the 2025 budget.
2) 26 March 2025 – The key auditor presented the results of the audit of the Company's and the Group's financial statements for the year ended 31 December 2024, including the basis for the going concern opinion. The Supervisory Board adopted resolutions on the following matters:
- assessment of the Company's standalone and the Group's consolidated financial statements for the year ended 31 December 2024, and of the
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Management Board's report on the activities of the Company and the Group for the same period;
- adoption of the Supervisory Board's report on its activities in the year ended 31 December 2024;
- consideration of the Management Board's proposal that the General Meeting grants discharge to each member of the Management Board of liability for duties performed during the year ended 31 December 2024;
- approval of the report on the remuneration of the members of the Management Board and the Supervisory Board for 2024;
- consent to the waiver in full of existing shareholders' pre-emptive rights in respect of Series D shares to be issued under the authorised capital for the purposes of Incentive Scheme No. 1.
3) 22 May 2025 – The Supervisory Board reviewed the Group's financial results and business position in Q1 2025, and discussed investor relations and the integration of ESG considerations into the Group's strategy. The Supervisory Board adopted resolutions on:
- the award of bonuses to Management Board members in respect of the 2024 financial targets;
- amendments to the Management Board remuneration system.
4) 18 July 2025 – The Supervisory Board adopted resolutions on:
- the constitution of the Supervisory Board of the new term of office,
- the appointment of the Audit Committee.
5) 9 September 2025 – The meeting focused on the Group's financial results and business position in H1 and Q2 2025, group-wide compliance, security and technology policies and standards, and the gender pay gap across the Group. The Audit Committee reported on its activities in Q2 and Q3 2025.
6) 4 December 2025 – The meeting focused on the Group's financial results and business position in Q3 2025 and the investment opportunities. The Audit Committee reported on its activities since the preceding Supervisory Board meeting. The Supervisory Board also discussed the alignment of Management Board remuneration with ESG objectives and adopted resolutions on:
- amendments to the Management Board remuneration system;
- amendments to the related-party transactions procedure.
All Supervisory Board meetings were duly convened with the required quorum, enabling the adoption of resolutions. Supervisory Board members' attendance at meetings held during 2025 is detailed below:
| Date of the meeting | Number of Supervisory Board members present/ total number of Supervisory Board members | Absent Supervisory Board member |
|---|---|---|
| 5 March 2025 | 6/7 | John Doran |
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| 26 March 2025 | 7/7 | - |
|---|---|---|
| 22 May 2025 | 6/7 | John Doran |
| 18 July 2025 | 7/7 | - |
| 9 September 2025 | 6/7 | John Doran |
| 4 December 2025 | 6/7 | John Doran |
At its meetings, the Supervisory Board addressed matters falling within its competence as prescribed by the CCC and the Articles of Association, as well as matters arising from the Company's ongoing operations. Under the Articles of Association and the By-laws of the Supervisory Board, members may participate in meetings by electronic means.
Each Supervisory Board resolution was preceded by a review and consideration of written or oral submissions from members of the Management Board and, where applicable, other parties seeking the Supervisory Board's approval or advisory opinion.
Members of the Management Board attended meetings at the Supervisory Board's invitation to present on the Company's current position and on organisational and legal matters.
In addition, the Supervisory Board adopted seven resolutions by written procedure (electronic ballot) outside scheduled meetings during 2025, in accordance with the Articles of Association and the By-laws of the Supervisory Board. These resolutions concerned:
- the execution of agreements with Management Board members for the subscription of Series D shares issued under Incentive Scheme No. 1, in which they were participants, together with related lock-up agreements;
- consideration of the Management Board's proposal on the method of distribution of net profit for the year ended 31 December 2024;
- a recommendation to amend the Remuneration Policy for Members of the Management Board and Supervisory Board;
- an assessment of draft resolutions of the Ordinary General Meeting;
- adoption of the Regulations of the 2025-2027 Incentive Scheme;
- designation of Management Board members to participate in the 2025-2027 Incentive Scheme and determination of the participation criteria for 2025;
- consent to the conclusion of an intra-group loan agreement between the Company and softgarden e-recruiting GmbH, together with related agreements.
All activities of the Supervisory Board during the reporting period are documented in the resolutions adopted and the minutes of meetings.
V. Self-assessment of Supervisory Board's performance in 2025
In accordance with Principle 2.11 of the Best Practices, the Supervisory Board has conducted an assessment of its own performance in 2025.
Throughout the reporting period, the Supervisory Board discharged its responsibilities diligently and in accordance with the Articles of Association and the By-laws of the Supervisory Board. The Board maintained continuous oversight of the Company's operations in all material respects, consistent with its responsibilities and powers under the CCC and other applicable legislation, the Articles of Association and the its By-laws. In performing their responsibilities, Supervisory Board members
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acted in the interests of the Company, while also taking into account the interests of its shareholders and other stakeholders.
In the course of its work, the Supervisory Board monitored the Company's financial position on an ongoing basis, supported the Management Board in the delivery of its strategic objectives, considered proposals requiring Supervisory Board approval under the CCC or the Articles of Association, and addressed other matters referred to it by the Management Board.
The frequency and duration of meetings and the availability of resources were sufficient to enable the Supervisory Board to discharge its responsibilities in full.
The Supervisory Board operated as a collegiate body, drawing on the complementary skills and experience of its members. Each member brings competencies well suited to the demands of their supervisory role, and the breadth of expertise represented on the Board as a whole ensured effective oversight and a well-rounded assessment of the business plans and initiatives brought forward by the Management Board.
During the reporting period, the Supervisory Board did not delegate any of its members to perform specific supervisory functions on its behalf.
The Supervisory Board considers that it diligently fulfilled its responsibilities throughout 2025, 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 light of the above, the Supervisory Board recommends that the General Meeting grant discharge to each of its members of duties performed in 2025.
VI. Composition of the Audit Committee in 2025
The Supervisory Board operates a standing Audit Committee, established in accordance with the Act on Statutory Auditors. The Audit Committee comprises at least three members, including its Chair, appointed by the Supervisory Board from among its own members for an indefinite term.
During the reporting period, the Audit Committee comprised:
- Agnieszka Słomka-Gołębiowska – Chairwoman,
- Wojciech Stankiewicz – Member of the Audit Committee,
- Przemysław Budkowski – Member of the Audit Committee.
Upon the Supervisory Board entering its new term of office, the existing Audit Committee members were re-appointed by resolution of 18 July 2025.
All members of the Audit Committee have submitted declarations that they satisfy the independence criteria set out in Article 129(3) of the Act on Statutory Auditors and the By-laws of the Audit Committee, and that they possess the requisite expertise in accounting or auditing and in the industry in which the Company operates.
There are no other committees within the Supervisory Board.
VII. Activities and assessment of the Audit Committee in 2025
In 2025, the Audit Committee discharged its statutory and corporate responsibilities.
The Audit Committee met six times during 2025: on 4 March, 18 March, 26 March, 20 May, 19 August and 13 November. All members attended each meeting, with the exception of Przemysław Budkowski, who was absent on 13 November 2025. All meetings were quorate and thus had the capacity to pass resolutions.
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Matters addressed at meetings during 2025 included: (i) the progress and conclusions of the audit of the financial statements for the year ended 31 December 2024; (ii) compliance of the financial reporting process for the year ended 31 December 2024 with applicable legal and regulatory requirements; (iii) the financial and operating performance of the Company and the Group for full-year 2024, Q1 2025, H1 2025 and Q3 2025; (iv) the effectiveness of the Company's internal control, risk management, compliance and internal audit systems, including activities undertaken and planned within each area; and (v) current and planned ESG initiatives.
Throughout the reporting period, the Audit Committee maintained ongoing oversight of the independence of the audit firm and the key auditor, and assessed the adequacy and effectiveness of the Company's internal control, risk management, compliance and internal audit functions.
Audit Committee meetings were also attended, by invitation, by Company employees responsible for areas within the Committee's interest and by representatives of the audit firm.
During 2025, the Audit Committee adopted resolutions both at scheduled meetings and, in accordance with the By-laws of the Audit Committee, by written procedure (electronic ballot) outside meetings. These concerned:
- a recommendation regarding statements to be issued by the Supervisory Board on the selection of the audit firm and on the financial statements for the year ended 31 December 2025;
- a recommendation regarding the assessment to be issued by the Supervisory Board on the Company's standalone and the Group's consolidated financial statements and the Management Board's report on the activities of the Company and the Group for the year ended 31 December 2024;
- approval of the procurement of a compensation benchmarking report from an entity affiliated with the audit firm;
- approval of the provision of training services by an entity affiliated with the audit firm.
In accordance with the CCC, the Audit Committee reported to the Supervisory Board on its oversight activities and the outcomes thereof.
On the basis of this information, it is concluded that the Audit Committee discharged its duties effectively during 2025.
VIII. Evaluation of the Company's consolidated position, including an assessment of the internal control, risk management and compliance systems and the internal audit function
Position of the Company and the Group
Based on information received from the Management Board and other key personnel, and on a review of the Company's and the Group's financial statements for the year ended 31 December 2025, the Supervisory Board concludes that the financial performance of the Company and the Group in 2025 was better than in 2024. The overall position of the Company and the Group remains stable, although the economic slowdown in Western Europe and the ongoing war in Ukraine continued to weigh on the operating performance of Group companies.
In 2025, the Group's revenue amounted to PLN 811,232 thousand and was by 5.4% higher than in 2024. In 2025, the Company's revenue amounted to PLN 519,681 thousand and was by 6.0% higher than in 2024. The Group's revenue growth was primarily driven by the increasing average price of recruitment projects on the Pracuj.pl and Robota.ua platforms, as well as the steadily growing number of subscriptions to the softgarden and eRecruiter systems, which operate in a Software as a Service (SaaS) model.
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In 2025, the Company's operating profit increased by 5.5% y/y and totalled PLN 261,444 thousand versus PLN 247,753 thousand recorded the year before. At the same time the Group also reported an increase in operating profit in 2025, which amounted to PLN 309,293 thousand versus PLN 297,030 thousand in the previous year, which represents a year-on-year change of 4.1%. In 2025 the Group generated consolidated net profit of PLN 242,868 thousand, i.e. 16.3% higher than in the previous year. The Company's net profit for 2025 was PLN 224,349 thousand, 19.3% higher than in 2024. This increase was mainly attributable to higher revenues combined with an effective cost policy. Additionally, the growth dynamics of net profit were influenced by lower financial costs and an increase in the value of the share in the profit of equity-accounted entities.
The Group's operating profit margin for 2025 came in at 38.1%, remained broadly stable y/y.
The Supervisory Board is satisfied that the strategic direction set by the Management Board is appropriate and is being delivered consistently and, as such, will continue to support the sustained growth of both the Company and the Group.
The financial results presented in the financial statements for the year ended 31 December 2025, and the Supervisory Board's own analysis, support a positive assessment of the performance of the Company and the Group in 2025 and of the work of the Management Board. In conducting its evaluation, the Supervisory Board also considered the principal risks facing the Company and identified no circumstances that would cast doubt on the ability of the Company or the Group to continue as a going concern.
Internal control system
The Company operates an internal control system that primarily targets areas of the Company and Group's activities where establishing controls is essential for monitoring and minimising risks, with a particular 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 and integrity of its financial reporting and complying with all legal and regulatory requirements.
The Management Board is responsible for maintaining an effective system of internal control over the preparation of the Company's financial statements and periodic reports, including the substantive oversight and organisation of the underlying processes. The financial data from which the financial statements and periodic reports are prepared is sourced from the Company's accounting and financial systems, in which transactions are recorded in accordance with the Company's accounting policies under International Financial Reporting Standards.
The accuracy of the financial statements is also verified by the Audit Committee. The annual financial statements are audited by an independent audit firm, which issues an audit report confirming their accuracy, completeness and consistency with the underlying accounting records. The semi-annual condensed financial statements are subject to review by the independent audit firm.
Risk management system
The Company maintains a risk management system encompassing the identification, assessment and monitoring of risks at both strategic and operational level. The system is built around a structured approach to risk treatment through the deployment of appropriate mitigating measures. Risk identification is carried out at regular intervals and is informed by an analysis of internal and external factors capable of affecting the Company's operations.
The objective of the risk management process is to limit the adverse impact of risk on the Company's business through effective identification, classification and assessment. Regular review of risk levels and the application of appropriate safeguards enable risks to be reduced to an acceptable level or, where further reduction is not practicable, to be managed on an informed basis.
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This approach ensures stable operating conditions and the achievement of the Company's strategic objectives.
In 2025, the Company conducted a comprehensive review of its risk management framework, which resulted in a number of enhancements. These included extending the scope of risk analysis to encompass the Group as a whole and incorporating the identification and assessment of ESG-related risks. Work also continued on the further development of the risk management system and its adaptation to the needs of individual Group companies. The Company monitored the execution of mitigation plans for operational risks, with a focus on their continued relevance, effectiveness and degree of implementation.
Overall responsibility for risk management rests with the Management Board, which is in this capacity supported by the Head of Cybersecurity and Risk Management. As part of the periodic reporting process, the Management Board reviews the risks material to the Company and the Group.
Compliance system
The Company conducts its business transparently, incorporating into its compliance framework the recommendations of the Best Practices and the WSE's "Standards recommended for the compliance management system on counteracting corruption and the whistleblower protection system in companies listed on markets organized by the Warsaw Stock Exchange." The Company is committed to maintaining and continuously improving the quality of its compliance framework. To this end, it carries out regular risk assessments and maturity reviews of key compliance areas, and takes appropriate action to strengthen compliance and reduce risk. The compliance function is overseen by the Compliance Officer and their team.
The Company maintains and regularly updates a suite of internal compliance policies, including the Compliance Policy, Code of Ethics, Anti-Corruption Code, Anti-Bullying and Anti-Discrimination Policy, Gift Policy, Code of Ethics in Business Relationships, a whistleblowing procedure compliant with the Act on Whistleblower Protection, and a procedure for reporting other irregularities. Compliance with these policies is mandatory for all employees and contractors. The Company also operates anti-corruption measures, dedicated provisions in contracts with business partners, which are tailored to each category of business relationship. The application of these provisions is set out in the Procedure for the Application of Anti-Corruption Clauses.
The Group's overarching compliance document is the Code of Ethics, which is designed to set out uniform standards of ethical conduct across the organisation and raise employee awareness thereof. It applies to all employees and contractors regardless of role or seniority, and is intended to underpin ethical decision-making and a working environment founded on mutual trust and respect.
In 2025, the Company adopted the Compliance Policy as the central document governing the compliance framework. The Compliance Policy defines the objectives, scope and organisational structure of the compliance system and sets out the role and responsibilities of the Compliance Officer. It brings together the Company's compliance and ethics regulations within a single coherent framework.
The Company is committed to the prevention of misconduct, both within the organisation and in its dealings with business partners. The Company maintains an independent platform for the confidential reporting of potential irregularities or breaches of law. During 2025, two reports were received, which were investigated in a single consolidated procedure. Neither allegations was confirmed.
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Internal audit
The Company has established an internal audit function, which 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 primary objective of the internal audit function is to support the Company in achieving its strategic objectives by providing assurance over the effectiveness of its risk management, internal control and governance processes, and by contributing to the continuous improvement of operational processes. Within its duties, the internal audit reviews the Company's procedures and processes and formulates recommendations, including proposals to improve operational efficiency.
In 2025, internal audit activity focused on a review of the risk management system and an audit of the customer order process. Potential audit areas for subsequent years were also identified. These activities contributed to the further strengthening of the internal control environment and the maturation of the Company's processes.
The Supervisory Board and the Audit Committee assess the internal control, risk management and compliance systems, as well as the internal audit function primarily through discussions with the Management Board and with key personnel responsible for the respective areas, held at meetings of the Audit Committee and the Supervisory Board, and on the basis of internal policies, procedures and other documentation received. The Supervisory Board and the Audit Committee have identified no deficiencies in the Company's internal control, risk management or compliance systems or its internal audit function.
IX. Evaluation of the application of 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 the principles of corporate governance set out in the Best Practices. In evaluating the Company's compliance, the Supervisory Board reviewed the Company's published statement on compliance with the Best Practices. In the Supervisory Board's view, the degree of compliance in 2025 was appropriate to the Company's size and profile, and has improved materially as at the date of this Report. The Grupa Pracuj 2030 Strategy, published in May 2025, integrates both commercial and sustainability objectives and has contributed to a higher level of compliance with the Best Practices, as reflected in the Company's updated compliance statement published in February 2026.
The Supervisory Board also reviewed the Company's fulfilment of its disclosure obligations. During 2025, the Company published 31 current reports and four periodic reports. The Supervisory Board has no reservations as to the Company's compliance with its disclosure obligations. The Supervisory Board further notes that the Group's inside information procedures, the involvement of the Legal and Compliance and Corporate Communications departments, and the designation of an individual with responsibility for coordinating the Company's disclosure obligations collectively support full and timely compliance and effective oversight of the disclosure function.
In view of the above, the Supervisory Board is satisfied that the Company applied the corporate governance principles set out in the Best Practices appropriately and met its disclosure obligations in 2025.
X. Evaluation of the Company's expenditure referred to in Principle 1.5 of the Best Practices
In accordance with the Company's published statement on compliance with the Best Practices, the Company did not apply Principle 1.5 in 2025 on the grounds that its sponsorship-related expenditure was not material relative to the Group's overall cost base. The Management Board has indicated that should such expenditure become material, the Company will reconsider its position and contemplate publishing an account of these costs.
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The Supervisory Board considers this position to be reasonable. Accordingly, the Supervisory Board did not evaluate the appropriateness of the Company's expenditure on sponsorship activities in areas such as culture, sport, charitable organisations, media, social organisations or trade unions.
XI. Implementation of the Diversity Policy for the Management Board and Supervisory Board
In 2025, in accordance with the Company's published statement of compliance with the Best Practices, the Company did not apply Principle 2.1, which requires setting specific diversity targets with respect to the composition of the Management Board and the Supervisory Board. Consequently, the Supervisory Board is unable to evaluate the policy implemented in this regard. 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 personal rights held by specific shareholders, as stipulated in the Articles of Association.
In 2025, two women served on the Supervisory Board – Agnieszka Słomka-Gołębiowska and Martina van Hettinga. The Supervisory Board regards their participation as a positive contribution to the diversity of its composition.
XII. Sustainability strategy
The Supervisory Board positively assesses the Grupa Pracuj 2030 Strategy, published in May 2025, within which the sustainability strategy is coherently and fully integrated with the Group's commercial strategy.
The Supervisory Board considers it noteworthy that the sustainability objectives have been developed on the basis of a double materiality assessment conducted in accordance with the European Sustainability Reporting Standards, taking into account the specific characteristics of the Group's business. This approach ensures that efforts are concentrated on the areas of greatest significance from the standpoint of impact, risk and opportunity. The adoption of a five-year strategic horizon, with clearly defined short-, medium- and long-term objectives, supports the consistent and measurable delivery of the strategy, reinforcing the Group's long-term resilience and its capacity to create value for stakeholders.
The Supervisory Board also endorses the structure of the strategy, which is built around three pillars – environmental, social and governance – and encompasses the full scope of the Group's operations.
XIII. 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 proposal regarding distribution of profit for the year ended 31 December 2025
The Supervisory Board reviewed the following documents presented to it by the Management Board:
- the Company's standalone financial statements for the year ended 31 December 2025,
- the Group's consolidated financial statements for the year ended 31 December 2025,
- the Management Board's Report on the activities of the Company and the Group for the year ended 31 December 2025, including the Group's sustainability reporting for the year ended 31 December 2025,
together with the auditor's draft reports on the audit of the Company's standalone financial statements and the Group's consolidated financial statements for the year ended 31 December 2025 and the auditor's draft limited assurance report on the Group's sustainability reporting for the year ended 31 December 2025.
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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.
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 31 December 2025, as well as the Management Board's report on the activities of the Company and the Group for the same period in terms of their compliance with all applicable substantive and formal requirements, completeness, accuracy, and consistency with the underlying documents and accounting records, as well as confirms that they give a true and fair view of the Company's and the Group's financial position and financial and operational performance for the year ended 31 December 2025.
In view of the foregoing, the Supervisory Board recommends that the General Meeting approves the documents as submitted by the Management Board, i.e.:
1) the standalone financial statements of the Company for the year ended 31 December 2025, comprising:
a) the comprehensive income statement for the year ended 31 December 2025 indicating net profit in the amount of PLN 224,349 thousand,
b) the financial position statement drafted as of 31 December 2025 presenting the total amount of assets, equity and liabilities in the amount of PLN 987,776 thousand,
c) the cash flows statement for the year ended 31 December 2025 indicating cash inflows in the amount of PLN 44,312 thousand,
d) the statement of changes in equity for the year ended 31 December 2025 indicating an increase in the equity by PLN 82,321 thousand,
e) explanatory notes,
2) the consolidated financial statements of the Group for the year ended 31 December 2025, comprising:
a) the consolidated comprehensive income statement for the year ended 31 December 2025 indicating net profit in the amount of PLN 242,868 thousand,
b) the consolidated financial position statement drafted as of 31 December 2025 presenting the total amount of assets, equity and liabilities in the amount of PLN 1,040,721 thousand,
c) the consolidated cash flows statement for the year ended 31 December 2025 indicating cash outflows in the amount of PLN 22,074 thousand,
d) the consolidated statement of changes in the equity for the year ended 31 December 2025 indicating an increase in the equity by PLN 86,439 thousand,
e) explanatory notes;
3) the Management Board's Report on the activities of the Company and the Group for the year ended 31 December 2025, including the Group's sustainability reporting for the year ended 31 December 2025.
As at the adoption date of this Report, the Management Board had not submitted a proposal regarding the method of distribution of net profit for the year ending 31 December 2025. Upon receiving the proposal, the Supervisory Board will evaluate it in a separate resolution and submit its recommendation to the General Meeting.
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XIV. Evaluation of the fulfilment by the Management Board of its reporting obligations towards the Supervisory Board and the preparation and presentation by the Management Board of information, documents, reports, and clarifications requested by the Supervisory Board
The Supervisory Board is satisfied that the Management Board diligently fulfilled its reporting obligations to the Supervisory Board throughout 2025.
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 material events affecting the Company or the Significant Subsidiaries.
The Management Board also updated the Supervisory Board on any changes to information previously provided.
Additionally, members of the Management Board as well as other senior executives responsible for key areas of the Group's business attended Supervisory Board meetings upon invitation, providing detailed explanations and responding comprehensively to queries from Supervisory Board members concerning matters on the Supervisory Board's agenda and the operational and financial position of the Company and the Group.
The Supervisory Board was kept informed on an ongoing basis of material 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 is satisfied the quality of communication and collaboration with the Management Board in 2025 and has no reservations regarding the timeliness, scope or completeness of the information provided.
XV. Total amount of remuneration of advisors to the Supervisory Board in 2025
During the reporting period, the Supervisory Board did not engage any external advisors at the Company's expense to investigate any specific matter relating to the Company's business or assets. The Company accordingly incurred no costs in this regard.
XVI. Concluding remarks
Upon reviewing the overall performance and results achieved in 2025, the Supervisory Board positively assesses the Management Board's work during the reporting period. Consequently, it recommends that the General Meeting grants discharge to each member of the Management Board of duties performed in the year ending 31 December 2025.
On the authority of the Supervisory Board of Grupa Pracuj S.A.
Maciej Noga