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Grupa Pracuj S.A. Major Shareholding Notification 2023

Jan 5, 2023

5636_rns_2023-01-05_a4f529ec-130c-4036-98ad-062c07bd2f09.html

Major Shareholding Notification

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Current report no. 01/2023

Dated 2023-01-05

Title: Receipt of information on the intention of free of chargetransfer of part of Company's shares held by certain shareholders

Legal basis: Art. 17 section 1 of MAR - inside information

Content of the report:

Grupa Pracuj S.A. (the "Company") informs that on January 05, 2023received from some of the shareholders concerned the letter informingabout the intention taken on January 04, 2023 individually by each ofthe following shareholders of the Company: (i) Przemysław Gacek, (ii)Maciej Noga, (iii) Gracjan Fiedorowicz, (iv) Rafał Nachyna, (v) OksanaŚwierczyńska and (vi) Paweł Leks (the "Shareholders") regarding free ofcharge transfer of part of the stake of existing ordinary bearer sharesissued by the Company and listed on the regulated market of the WarsawStock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) held byeach of them (the "Shares") (the "Letter"). According to the Letter, theShareholders intend to transfer 341,325 Shares in total to the group of18 members of the senior management of the Company and companies fromCompany's capital Group (the "Group"), selected by them, in recognitionof the contribution of each of these persons to the development of theCompany and the Group and their activities, and for motivationalpurposes.

As stated in the Letter:

- Przemysław Gacek intends to transfer 272,274 Shares in total;

- Maciej Noga intends to transfer 43,778 Shares in total;

- Gracjan Fiedorowicz intends to transfer 3,947 Shares in total;

- Rafał Nachyna intends to transfer 3,705 Shares in total;

- Oksana Świerczyńska intends to transfer 9,989 Shares in total;

- Paweł Leks intends to transfer 7.632 Shares in total.

The Shareholders informed in the Letter that each person receivingShares will receive Shares free of charge based on donation agreementconcluded by the given person and the Shareholders, whereas the transferof title to Shares being subject of the donation to the securitiesaccount of each person receiving Shares is planned by the end of January2023.

Additionally, in the Letter the Shareholders indicated that each personreceiving Shares shall undertake towards the Shareholders that withinthe period of 6 months following the receipt of Shares by that person(the "Lock-Up Period") will not offer, sell, encumber or otherwisedispose of, or publicly announce the offer, sale, encumbrance ordisposal or the intention to undertake such actions or undertake actionsaiming at or which may result in the offer, sale, encumbrance ordisposal of received Shares, except for:

- sale of Shares in response to: (i) the tender offer for subscriptionfor sale or exchange of shares of the Company, (ii) invitation to submitsale offers for Company's shares or (iii) exchange offer, in each caseaddressed to all shareholders of the Company and covering all shares inthe Company;

- merger of the Company with another company as acquiring company;

- sale of Shares for the benefit of an entity controlled by the givenperson receiving Shares, provided that such an entity shall undertakethe commitment identical in substance, covering the period from the dateof the acquisition of Shares until the lapse of Lock-Up Period,inclusive;

- sale by the given person receiving Shares before the lapse of theLock-Up Period of such number of Shares that will represent not morethan 25% of Shares received by the given person.

The Company will inform about received notifications pursuant to Article19 section 1 of MAR within the timeframes provided by the applicableprovisions of law.