Grupa Pracuj S.A. — M&A Activity 2022

Jun 14, 2022

Current report no. 12/2022

Dated 2022-06-14

Title: Disclosure of delayed inside information regarding commencementof negotiations with Investcorp of the specific terms and conditions ofshare sale and purchase agreement relating to 100% of shares inSpoonbill 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") discloses topublic information which disclosure to public was delayed based onArticle 17 section 4 of the Regulation no. 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC, regarding determining the key terms of apotential transaction for an acquisition of shares in Spoonbill HoldingGmbH with the alternative investment firm Investcorp and making decisionon commencing negotiations of the specific terms and conditions of theshare sale and purchase agreement relating to those shares (the "InsideInformation").

Disclosure of the Inside Information to the public was delayed on May11, 2022.

The content of the delayed Inside Information:

"The Management Board of Grupa Pracuj S.A. (the "Company") informs thatas part of ongoing preliminary negotiations the Company and thealternative investment firm Investcorp have reached an agreement withrespect to two key terms of a potential share purchase transaction i.e.(i) its subject - acquisition by the Company directly 100% of shares inSpoonbill Holding GmbH and indirectly 100% of shares in Spoonbill GmbH,softgarden e-recruiting GmbH and absence.io GmbH, as well as (ii)enterprise value at the level of EUR 115m (the "Potential Transaction").Thus, the Company commenced negotiations with Investcorp aimed atdetermining the specific terms and conditions of the share purchaseagreement within the Potential Transaction ("Share Purchase Agreement").

The commencement of the negotiations described above does not mean thatthe terms and conditions of the Share Purchase Agreement will be finallyagreed and the Potential Transaction will take place.

The Company will inform about the conclusion of the Share PurchaseAgreement or other termination of the aforementioned negotiations in aseparate current report in accordance with the applicable provisions oflaw."