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Grupa Pracuj S.A.

Proxy Solicitation & Information Statement • May 21, 2025

5636_rns_2025-05-21_52bff8d5-14bf-410f-a2c7-e6f6c357e1c9.pdf

Proxy Solicitation & Information Statement

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FORM OF POWER OF ATTORNEY FOR THE ORDINARY GENERAL MEETING OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW CONVENED FOR JUNE 16, 2025

I / We, the undersigned*, a shareholder / representing a shareholder* of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), hereby declare that:

................................................................................................... (name and surname / company name of the shareholder) (hereinafter "Shareholder") hold(s) ........................................................... (number: ............................................) shares in the Company and I / we* grant the power of attorney to:

− Mr / Mrs. , holding
, with the
number , /
−
(name of the company), with its registered office in ,
at the address: *

to represent the Shareholder at the Ordinary General Meeting of the Company convened for June 16, 2025, at 11:00 a.m. in Warsaw, at ul. Prosta 68, 00-838 Warsaw (8th floor), and in particular to participate, speak at the Ordinary General Meeting, vote on behalf of the Shareholder and perform any other actions related to the Ordinary General Meeting in accordance with the voting instructions below / at the discretion of the proxy*.

* delete as appropriate

Signature: Signature:
Name and surname: Name and surname:

Company:
Company:
Position:
 Position:
Address:
 Address:
Agenda item 2 - Election of the Chairman of the Ordinary General Meeting.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 5 - Adoption of the agenda of the Ordinary General Meeting.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter a) – Consideration and approval of the Management Board's report on
the operations of the Company and the Company's Capital Group for the year ended on
December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter b) – Consideration and approval of the Company's standalone financial
statement for the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter c) – Consideration and approval of the consolidated financial statement
of the Company's Capital Group for the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter d) – Distribution of the Company's profit for the year ended on
December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter e) – Expressing an opinion on the report of the Supervisory Board of the
Company on remuneration of members of the Management Board and the Supervisory Board
of the Company for the year 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter f) – Approval of the report of the Supervisory Board of the Company on
its activities in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter g) – Granting the vote of acceptance to Przemysław Gacek for the
discharge of duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter g) – Granting the vote of acceptance to Gracjan Fiedorowicz for the
discharge of duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter g) – Granting the vote of acceptance to Rafał Bogusław Nachyna for the
discharge of duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting the vote of acceptance to Maciej Artur Noga for the
discharge of duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting the vote of acceptance to John Doran for the discharge of
duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting the vote of acceptance to Wojciech Robert Stankiewicz for
the discharge of duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting the vote of acceptance to Przemysław Tomasz Budkowski
for the discharge of duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting the vote of acceptance to Agnieszka Katarzyna
Słomka-Gołębiowska for the discharge of duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting the vote of acceptance to Mirosław Bogusław Stachowicz
for the discharge of duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting the vote of acceptance to Martina van Hettinga for the
discharge of duties in the year ended on December 31, 2024.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter i) – Establishing an incentive scheme for 2025-2027.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

Agenda item 6 letter j) – Amending the Articles of Association and granting authorization to the Management Board to increase the Company's share capital within the limits of authorized capital with the possibility for the Management Board to waive the existing shareholders' pre-emptive rights to shares issued within the authorized capital in whole or in part with the consent of the Supervisory Board in order to implement an incentive scheme for key persons in the Company's Capital Group.

For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter k) – Creation of reserve capital earmarked for the acquisition of own
shares.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter l) – Granting authorization to the Management Board to acquire the
Company's own shares and authorizing the acquisition.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter m) – Amendment of the Company's Articles of Association.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter n) – Adoption of the unified text of the Company's Articles of
Association.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter o) – Adoption of a new wording of the remuneration policy for members
of the Company's Management Board and Supervisory Board.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter p) – Appointment of ______ to the
Supervisory Board of the Company for the new term of office.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter p) – Appointment of ______ to the
Supervisory Board of the Company for the new term of office.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

Shareholder .............................................................................................................................................

(signature / s)

Proxy ........................................................................................................................................................

(signature/s)

Attachments to the form of power of attorney - drafts of resolutions of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw

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