Grupa Pracuj S.A. — M&A Activity 2022

Jun 14, 2022

Current report no. 13/2022

Dated 2022-06-14

Title: Conclusion by Grupa Pracuj S.A. of a share sale and purchaseagreement regarding shares in Spoonbill Holding GmbH

Legal basis: Article 17 sec. 1 of MAR - confidential information

Content of the report:

The Management Board of Grupa Pracuj S.A. (the "Company") informs aboutconclusion on June 14, 2022 between the Company as a purchaser and EdenInvestment S._#224; r.l. (controlled by the alternative investment firmInvestcorp) and Stefan Sch_#252;ffler Beteiligungs UG (haftungsbeschr_#228;nkt) assellers (the "Sellers") of a share sale and purchase agreement regardingacquisition by the Company of 25,000 shares representing 100% of theshare capital in Spoonbill Holding GmbH and indirectly 100% shares inSpoonbill GmbH, softgarden e-recruiting GmbH and absence.io GmbH (the"Agreement") (the "Transaction").

The Agreement provides that the closing of the Transaction during whichdocuments or activities indicated in the Agreement are to be deliveredor performed, shall take place by June 27, 2022. In case the closing ofthe Transaction has not taken place within 3 calendar days from the dateindicated above, either party may rescind the Agreement, unless thenon-fulfilment is within the control of the party seeking to rescind.

Under the Agreement the total purchase price amounts to EUR 117,641,107(assuming that the closing of the Transaction will take place on June27, 2022). As the mechanism for determining the purchase price isdependent on the Transaction's closing date, the total purchase pricemay change if the closing date is moved. The legal title to acquiredshares shall be transferred to the Company at the moment of the paymentof the purchase price. The Company intends to finance the purchase pricepartially from its own funds and in the remaining part from a bank loanobtained under the facility agreement, about the conclusion of which theCompany informed in the current report no. 11/2022.

The Agreement contains standard provisions for this type oftransactions, including (i) representations and warranties of theSellers, (ii) Sellers' undertaking to procure that the settlementsbetween the target companies and the Sellers and their affiliates asspecified in the Agreement have not been made in the period fromDecember 31, 2021 to the date of signing of the Agreement and also willnot be made in the period from the date of signing of the Agreement tothe date of closing of the Transaction; and (iii) Sellers' undertakingto procure that until the date of closing of the Transaction the targetcompanies will conduct their businesses in the normal course.Furthermore, the Agreement provides for the non-compete covenant forSch_#252;ffler Beteiligungs UG (haftungsbeschr_#228;nkt) and its affiliates in theperiod of two years from the date of signing of the Agreement, as wellas non-solicitation covenant for the Sellers in the same period. TheAgreement is governed by German law.

In order to secure potential risks connected with the Transaction, therepresentations and warranties of the Sellers made in the Agreement werecovered by the warranty and indemnity insurance. The relevant policy wasissued on the date of signing of the Agreement.

Spoonbill Holding GmbH is inter alia owner of softgarden e-recruitingGmbH a leading ATS system (Applicant Tracking System), supportingrecruitment processes and enabling automatic posting of job offers onseveral hundred job offering sites, and absence.io GmbH offering agileHR software for the small and medium enterprises sector, supportingeffective and transparent time and absence management processes.

The acquisition of softgarden e-recruiting GmbH is an element of theCompany's capital group development strategy and is aimed atstrengthening the position of Grupa Pracuj as a leading player on onlinerecruitment market especially in Central and Eastern Europe and DACHregion.