grupa pracuj

DRAFT RESOLUTIONS

Resolution No. 1/2026

of the Ordinary General Meeting

of Grupa Pracuj S.A. with its registered office in Warsaw

of 17 June 2026

on electing the Chairman of the Ordinary General Meeting

§ 1.

The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw elects Mr. / Mrs. [●] as Chairman of the General Meeting, and Mr./Mrs. [●] accepts this election.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: The resolution is of procedural nature - the election of the Chairman of the General Meeting is required under the provisions of the Commercial Companies Code.

Resolution No. 2/2026

of the Ordinary General Meeting

of Grupa Pracuj S.A. with its registered office in Warsaw

of 17 June 2026

on adopting the agenda

§ 1.

The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") hereby adopts the agenda of the Ordinary General Meeting, published in accordance with Article 402¹ of the Commercial Companies Code, which includes:

1) Opening of the Ordinary General Meeting.
2) Election of the Chairman of the Ordinary General Meeting.
3) Preparing and checking the attendance list.
4) The ascertainment of the correctness of convening the Ordinary General Meeting and its capability of adopting binding resolutions.
5) Adoption of the agenda of the Ordinary General Meeting.
6) Adoption of resolutions on:
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 31 December 2025;
b) consideration and approval of the Company's standalone financial statement for the year ended 31 December 2025;
c) consideration and approval of the consolidated financial statement of the Company's Capital Group for the year ended 31 December 2025;
d) distribution of the Company's profit for the year ended 31 December 2025;

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.

e) expressing an opinion on the report of the Supervisory Board of the Company on remuneration of members of the Management and the Supervisory Board of the Company for year 2025;
f) approval of the report of the Supervisory Board of the Company on its activities in the year ended 31 December 2025;
g) granting the vote of acceptance for the discharge of duties in year 2025 to members of the Company's Management Board;
h) granting the vote of acceptance for the discharge of duties in year 2025 to members of the Company's Supervisory Board;
i) authorising the Supervisory Board to adopt the gender balance policy;
j) amending the Resolution No. 19/2025 of the Company's Ordinary General Meeting dated 16 June 2025 on the establishment of an incentive scheme for 2025-2027;
k) increase of reserve capital earmarked for the acquisition of own shares;
l) amending the Resolution No. 22/2025 of the Company's Ordinary General Meeting dated 16 June 2025 on granting authorization to the Management Board to acquire the Company's own shares and authorizing the acquisition.

7) Closing of the Ordinary General Meeting.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: The resolution is of procedural nature - the adoption of the agenda is required by the Commercial Companies Code.

Resolution No. 3/2026

of the Ordinary General Meeting

of Grupa Pracuj S.A. with its registered office in Warsaw

of 17 June 2026

on approving the report of the Management Board on the operations of Grupa Pracuj S.A. and

Grupa Pracuj S.A. Capital Group for the year ended 31 December 2025

§ 1.

The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), pursuant to Article 395 § 2 point 1) in connection with Art. 393 point 1) of the Commercial Companies Code, having previously considered the report, resolves to approve the Management Board's report on the operations of the Company and the Company's Capital Group for the year ended 31 December 2025, including also the sustainability reporting of the Company's Capital Group for the year ended 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: Consideration and adoption of this resolution results from the provisions of Article 395 § 2 point 1) in connection with Article 393 point 1) of the Commercial Companies Code.

The Supervisory Board of the Company in its resolution no. 3 dated 1 April 2026, positively assessed the Report of the Management Board on the operations of the Company and of the Company's Capital Group for the year ended 31 December 2025 and stated that it was prepared in compliance with the books and documentation as well as with factual state and with the requirements of the relevant regulations, and contains the necessary, synthetic information on the functioning of the Company and the Company's Capital Group in 2025. At the same time, in the aforementioned resolution, the Supervisory Board decided to recommend the General Meeting to adopt resolution approving the Report of the Management Board on the operations of the Company and of the Company's Capital Group for the year ended 31 December 2025.

Resolution No. 4/2026

of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026
on approving the standalone financial statement of Grupa Pracuj S.A. for the year ended 31 December 2025

§ 1.

The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), pursuant to Article 395 § 2 point 1) in connection with Article 393 point 1) of the Commercial Companies Code, having previously considered the standalone financial statement of the Company for the year ended 31 December 2025, which comprises:

1) the comprehensive income statement for the year ended 31 December 2025, indicating net profit in the amount of PLN 224,349 thousand, - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
2) 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, - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
3) the cash flows statement for the year ended 31 December 2025 indicating cash inflows in the amount of PLN 44,312 thousand, - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
4) the statement of changes inequity for the year ended 31 December 2025 showing an increase in equity by PLN 82,321 thousand, - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
5) explanatory notes, - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - hereby resolves to approve the standalone financial statement of the Company for the year ended 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

The Company's Supervisory Board, in its resolution no. 1 of 1 April 2026, stated that the Company's standalone financial statement for the year ended 31 December 2025 was prepared thoroughly, in compliance with the books and documentation as well as with factual state, the financial data has been prepared and presented in accordance with the requirements of the relevant regulations. At the same time, in the aforementioned resolution, the Supervisory Board decided to recommend the General Meeting to adopt a resolution approving the standalone financial statement of the Company for the year ended 31 December 2025.

The Company's standalone financial statement for the year ended 31 December 2025 was audited by an independent auditor, who issued an unqualified audit report.

Resolution No. 5/2026

of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026

on approving the consolidated financial statement of Grupa Pracuj S.A. Capital Group for the year ended 31 December 2025

§ 1.

The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), pursuant to Article 395 § 5 of the Commercial Companies Code, having previously considered the consolidated financial statement of the Company's Capital Group for the year ended 31 December 2025, which comprises of:

1) the consolidated comprehensive income statement for the year ended 31 December 2025, indicating net profit in the amount of PLN 242,868 thousand,
2) 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,
3) the consolidated cash flows statement for the year ended 31 December 2025 indicating cash outflows in the amount of PLN 22,074 thousand,
4) the consolidated statement of changes in equity for the year ended 31 December 2025 showing an increase in equity by PLN 86,439 thousand,
5) explanatory notes,

hereby resolves to approve the consolidated financial statement of the Company Capital Group for the year ended 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: Consideration and adoption of this resolution results from the provisions of Article 395 § 5 of the Commercial Companies Code.

The Company's Supervisory Board, in its resolution no. 2 of 1 April 2026, stated that the Capital Group's consolidated financial statement for the year ended 31 December 2025 was prepared thoroughly, in compliance with the books and documentation as well as with factual state, the financial data has been prepared and presented in accordance with the requirements of the relevant regulations. At the same time, in the aforementioned resolution, the Supervisory Board decided to recommend the General Meeting to adopt a resolution approving the consolidated financial statement of the Capital Group of the Company for the year ended 31 December 2025.

The consolidated financial statement of the Capital Group for the year ended 31 December 2025 has been audited by an independent auditor, who issued an unqualified audit report.

Resolution No. 6/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026

on the distribution of Grupa Pracuj S.A.'s profit for the year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 2) and Article 348 § 4 and § 5 of the Commercial Companies Code, having familiarized itself with the proposal of the Management Board of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") concerning the manner of distribution of the Company's net profit generated in the year ended 31 December 2025, and having received a positive opinion of the Company's Supervisory Board on such proposal, the Ordinary General Meeting of the Company hereby resolves to:

1) distribute the Company's net profit for the year ended 31 December 2025 in the amount of PLN 224,349,066.62 in the following manner:

a) to allocate for distribution as a dividend to the Company's shareholders an amount of PLN 3.00 per share, excluding 2,348 own shares held by the Company, i.e. a total amount of PLN 206,687,526.00,

b) to allocate the remaining amount of the net profit, i.e. the amount of PLN 17,661,540.62 to the Company's supplementary capital,

2) determine 24 June 2026 as the dividend date,

3) set the dividend payment date for 2 July 2026.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: The adoption of a resolution on profit distribution is required under the provision of Article 395 § 2 point 2) of the Commercial Companies Code.

The proposal to distribute profit in part by allocating for dividend payment to shareholders and in part by allocating to the reserve capital results from the results from resolution no. 2 of the Management Board of the Company dated 1 April 2026 on the adoption of the proposal on distribution of profit generated in the year ended 31 December 2025, and takes into account the Company's policies regarding payment of dividends.

As at the date of adoption of the above-mentioned Management Board's resolution, the Management Board assumed that all own shares held by the Company would be transferred to participants of the Incentive Program for years 2025-2027 as part of the implementation of its first tranche. This assumption was reflected in the Management Board's recommendation regarding the payment of a dividend in the amount of PLN 3.00 per share and, consequently, in the calculation of the total amount designated for distribution, based on the assumption that the Company would not hold any own shares as at the dividend record date.

Following the implementation of the first tranche of the Incentive Program, the Company still held 2,348 own shares. Pursuant to Article 364 § 2 of the Polish Commercial Companies Code, own shares are excluded from dividend entitlement. Accordingly, it was necessary to reflect the holding of own shares in the draft resolution of the General Meeting, through the explicit exclusion of such shares from the right to receive dividends and the corresponding determination of the total amount of dividend designated for payment. Therefore, the proposed resolution provides for (i) the payment of a dividend in the unchanged amount of PLN 3.00 per share, in accordance with the Management Board's

previously communicated recommendation, excluding 2.348 treasury shares held by the Company, and (ii) the allocation of the remaining portion of the net profit to the Company's r supplementary capital.

The proposal Management Borad regarding the distribution of the net profit was positively reviewed by the Supervisory Board of the Company pursuant to resolution no. 1 adopted on 15 May 2026, to the extent of allocating the net profit for dividend payment to the Company's shareholders in the amount of PLN 3.00 per eligible share and allocating the remaining portion of the net profit to the supplementary capital.

Resolution No. 7/2026 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 17 June 2026

on expressing an opinion concerning the report on remuneration of the members of the Management and the Supervisory Board of Grupa Pracuj S.A. for the year 2025

§ 1.

Acting pursuant to Article 395 § 2¹ of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), having previously considered the report, hereby issues a positive opinion on the report of the Supervisory Board of the Company on the remuneration of the members of the Management Board and the Supervisory Board of the Company for 2025.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: Consideration and adoption of this resolution results from the provision of Article 90g(6) of the Act of 29 July 2005 on Public Offering and Conditions for the Introduction of Financial Instruments to Organized Trading System and Public Companies in connection with the provision of Article 395 § 2¹ of the Commercial Companies Code. The resolution of the General Meeting is advisory in nature.

The report on the remuneration of the members of the Company's Management and Supervisory Board for 2025 was approved by the Company's Supervisory Board by resolution no. 9 dated 1 April 2026.

An independent certified auditor issued the report on the performance of a reasonable assurance engagement to assess a remuneration report, in which stated that the Report on remuneration of the members of the Management and the Supervisory Board of Grupa Pracuj S.A. for the year 2025 contains in all material respects, all the elements listed in Art. 90g.1–5 and Art. 90g.8 of the Public Offering Act.

Resolution No. 8/2026 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 17 June 2026

on approving the report of the Supervisory Board of Grupa Pracuj S.A. on its activities in the year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 5 of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), having previously considered the report, approves the report of the Company's Supervisory Board on its activities in the year ended

31 December 2025, including the assessment of: (i) the report of the Management Board on the operations of the Company and the Company's Capital Group for the year ended 31 December 2025, (ii) the standalone financial statement of the Company for the year ended 31 December 2025 and (iii) the consolidated financial statement of the Company's Capital Group for the year ended 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: Pursuant to Article 382 § 3 point 3) of the Commercial Companies Code and rule 2.11 of the Code of Best Practice for WSE Listed Companies 2021, once a year, the Supervisory Board prepares and submits to the Ordinary General Meeting for approval an annual report that includes, among other things, the information specified in the aforementioned regulations.

According to Article 395 § 5 of the Commercial Companies Code the subject matter of the Ordinary General Meeting may be other matters than those listed in § 2 of the aforementioned Article.

The Supervisory Board of the Company adopted the Supervisory Board's report on the operations in the year ended 31 December 2025 by Resolution No. 5 dated 1 April 2026, and requested its approval by the General Meeting.

Resolution No. 9/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026
on granting the vote of acceptance to Przemysław Gacek for the discharge of duties in the year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Przemysław Gacek (PESEL: 74031200052) for the discharge of duties of the President of the Management Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the discharge of their duties is required under the provision of Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code.

The Management Board's motion regarding granting the vote of acceptance to Przemysław Gacek for the discharge of duties in the year 2025 was positively assessed by the Supervisory Board by means of resolution no. 6 dated 1 April 2026. At the same time in the above-mentioned resolution the Supervisory Board recommended that the General Meeting adopt a resolution regarding granting the vote of acceptance to Przemysław Gacek for the discharge of duties in the year 2025.

Resolution No. 10/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026

on granting the vote of acceptance to Gracjan Fiedorowicz for the discharge of duties in the
year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Gracjan Fiedorowicz (PESEL: 76122800677) for the discharge of duties of the Member of the Management Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

The Management Board's motion regarding granting the vote of acceptance to Gracjan Fiedorowicz for the discharge of duties in the year 2025 was positively assessed by the Supervisory Board by means of resolution no. 8 dated 1 April 2026. At the same time in the above-mentioned resolution the Supervisory Board recommended that the General Meeting adopt a resolution regarding granting the vote of acceptance to Gracjan Fiedorowicz for the discharge of duties in the year 2025.

Resolution No. 11/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026

on granting the vote of acceptance to Rafał Bogusław Nachyna for the discharge of duties in
the year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Rafał Bogusław Nachyna (PESEL: 77032107175) for the discharge of duties of the Member of the Management Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

The Management Board's motion regarding granting the vote of acceptance to Rafał Bogusław Nachyna for the discharge of duties in the year 2025 was positively assessed by the Supervisory Board by means

of resolution no. 7 dated 1 April 2026. At the same time in the above-mentioned resolution the Supervisory Board recommended that the General Meeting adopt a resolution regarding granting the vote of acceptance to Rafał Bogusław Nachyna for the discharge of duties in the year 2025.

Resolution No. 12/2026

of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026
on granting the vote of acceptance to Maciej Artur Noga for the discharge of duties in the year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Maciej Artur Noga (PESEL: 76072311715) for the discharge of duties of the Member of the Supervisory Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Resolution No. 13/2026

of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026
on granting the vote of acceptance to John Doran for the discharge of duties in the year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to John Doran for the discharge of duties of the Member of the Supervisory Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Resolution No. 14/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026

on granting the vote of acceptance to Wojciech Robert Stankiewicz for the discharge of duties
in the year ended 31 December 2025

§ 1

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Wojciech Robert Stankiewicz (PESEL: 70070200356) for the discharge of duties of the Member of the Supervisory Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Resolution No. 15/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026

on granting the vote of acceptance to Przemysław Tomasz Budkowski for the discharge of duties in the year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Przemysław Tomasz Budkowski (PESEL: 81051304558) for the discharge of duties of the Member of the Supervisory Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Resolution No. 16/2026

of the Ordinary General Meeting

of Grupa Pracuj S.A. with its registered office in Warsaw

of 17 June 2026

on granting the vote of acceptance to Agnieszka Katarzyna Słomka-Gołębiowska for the discharge of duties in the year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Agnieszka Katarzyna Słomka-Gołębiowska (PESEL: 76082402520) for the discharge of duties of the Member of the Supervisory Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Resolution No. 17/2026

of the Ordinary General Meeting

of Grupa Pracuj S.A. with its registered office in Warsaw

of 17 June 2026

on granting the vote of acceptance to Miroslaw Bogusław Stachowicz for the discharge of duties in the year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Miroslaw Bogusław Stachowicz (PESEL: 62021102978) for the discharge of duties of the Member of the Supervisory Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Resolution No. 18/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026

on granting the vote of acceptance to Martina van Hettinga for the discharge of duties in the
year ended 31 December 2025

§ 1.

Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Martina van Hettinga for the discharge of duties of the Member of the Supervisory Board of the Company in the period from 1 January 2025 until 31 December 2025.

§ 2.

The resolution comes into force upon its adoption.

Resolution No. 19/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026

on authorising the Supervisory Board to adopt a gender balance policy

§ 1.

Taking into account the provisions of Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (the "Directive"), as well as the obligation to transpose the Directive into the Polish legal order, the Ordinary General Meeting of Grupa Pracuj S.A with its registered office in Warsaw (the "Company"), hereby resolves to authorize the Company's Supervisory Board to prepare a draft policy on gender balance in the governing bodies of the Company (the "Policy"), to adopt the Policy and to amend it. Should provisions transposing the Directive into the Polish legal order enter into force, the Supervisory Board shall ensure that the Policy includes, at a minimum, the elements required by such provisions.

§ 2.

In the event that the final wording of the generally applicable laws requires the Policy to be adopted by resolution of the General Meeting, the Policy adopted by the Supervisory Board or the draft Policy prepared by the Supervisory Board shall be submitted for approval or adoption by the General Meeting prior to the expiry of the deadlines resulting from generally applicable laws. In such case, the General Meeting shall be obliged to ensure that the Policy includes at least the elements resulting from such provisions of law.

§ 3.

The resolution comes into force upon its adoption.

Justification of the draft resolution: At the level of the European Union, Directive (EU) 2022/2381, commonly referred to as the Women on Boards Directive, is in force, the purpose of which is to improve the gender balance within the governing bodies of listed companies and to systematise nomination procedures. In Poland, the legislative process remains ongoing, and the market continues to operate in an environment of uncertainty with respect to the final deadlines and the detailed scope of the resulting obligations.

In view of:

the inability to foresee the timeframes that will be imposed on public companies subject to the new regulations for the adoption of the Policy under the provisions implementing the Directive into the Polish legal order,
the risk of a need for swift action in order to ensure compliance with the applicable laws and to align the Company's internal regulations with the new legal framework,

and additionally taking into account the possibility, provided for in the draft provisions transposing the Directive to date, of incorporating principles relating to ensuring gender balance in the governing bodies of the Company into regulations adopted by the Company other than a resolution of the General Meeting, it is proposed that the General Meeting adopt a resolution authorizing the Supervisory Board to prepare a draft of the Policy, to adopt it and to amend it.

The authorization granted to the Supervisory Board is intended to prepare the Company for the potential entry into force of the relevant provisions within a short timeframe and to enable a timely compliance with statutory obligations.

Such a solution will prepare the Company both for a scenario in which the adoption of the Policy is carried out by the General Meeting and for a scenario in which it is possible to apply the option whereby the principles relating to ensuring gender balance in the governing bodies of the Company are incorporated into regulations adopted by the Company other than a resolution of the General Meeting.

Resolution No. 20/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026
on amending the Resolution No. 19/2025 of the Company's Ordinary General Meeting dated 16 June 2025 on the establishment of an incentive scheme for 2025-2027

§ 1.

The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to:

1) amend Resolution No. 19/2025 of the Ordinary General Meeting of the Company dated 16 June 2025 on the establishment of the incentive scheme for 2025-2027 ("OGM Resolution 19/2025") by giving § 5 section 4 of OGM Resolution 19/2025 the following wording:

„4. The maximum aggregate number of Shares available to the Participants under the Scheme will be no more than 1,240,168 (one million two hundred forty thousand one hundred sixty-eight).”

2) leave OGM Resolution 19/2025 unchanged in all other respects, provided that, for the avoidance of doubt, Shares granted to Participants for Performance Period 1 reduce the maximum number of Shares available for Performance Periods 2 and 3.

§ 2.

The Supervisory Board is hereby authorised to undertake all actions necessary to implement this resolution, in particular to adopt amendments to the Rules resulting from this resolution.

§ 3.

The resolution comes into force upon its adoption.

Justification of the draft resolution: The purpose of the resolution is to increase the maximum aggregate number of Shares available to Participants under the Incentive Scheme for 2025–2027 by 206,695 Shares, i.e. from 1,033,473 to 1,240,168 Shares. The Management Board has assessed that the current maximum number of Shares available under the Incentive Scheme does not reflect the Company Group's current incentive needs arising from the anticipated growth of the Group and the volatility of the Company's share price. Increasing this number is intended to reduce the risk of turnover among key individuals within the Company Group and to support the acquisition of new talent, without changing the rules or mechanics of the incentive scheme.

Resolution No. 21/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026
on increase of reserve capital earmarked for the acquisition of own shares

§ 1.

The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), resolves to increase the reserve capital created pursuant to Resolution No. 21/2025 of the Ordinary General Meeting of the Company dated 16 June 2025 on the creation of reserve capital earmarked for the acquisition of own shares, by the amount of PLN 11,500,000 (eleven million five hundred thousand Polish zlotys), i.e. to the amount of PLN 88,000,000 (eighty eight million Polish zlotys). The amount by which the reserve capital is increased shall be transferred from the Company's supplementary capital, which shall be reduced accordingly.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: The purpose of the resolution is to provide the Company with adequate capital to implement the Incentive Scheme for 2025–2027 in connection with the increase in the maximum aggregate number of shares available to Incentive Scheme Participants. The increase of the reserve capital serves to secure the Company's ability to acquire own shares for the purposes of implementing the Scheme.

Resolution No. 22/2026
of the Ordinary General Meeting
of Grupa Pracuj S.A. with its registered office in Warsaw
of 17 June 2026

amending the Resolution No. 22/2025 of the Company's Ordinary General Meeting dated 16 June 2025 on granting authorization to the Management Board to acquire the Company's own shares and authorizing the acquisition

§ 1.

The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to:

1) amend Resolution No. 22/2025 of the Ordinary General Meeting of the Company dated 16 June 2025 on granting authorization to the Management Board to acquire the Company's own shares and authorizing the acquisition ("OGM Resolution 22/2025") as follows:

a) § 1 item 2) of OGM Resolution 22/2025 shall read as follows:

„2) The total number of Shares acquired as part of the Scheme may not exceed 1,240,168 (one million two hundred forty thousand one hundred sixty-eight) Shares, with a total nominal value of no more than PLN 6,200,840 (six million two hundred thousand eight hundred forty Polish zlotys), which corresponds to 1.8% of the current value of the Company's share capital.”

b) § 1 item 3) of OGM Resolution 22/2025 shall read as follows:

„3) The maximum sum allocated to the Scheme is PLN 88,000,000 (eighty eight million Polish zlotys).”

c) § 1 item 5) of OGM Resolution 22/2025 shall read as follows:

„5) The Shares will be acquired from funds accumulated in the Company's reserve capital (the “Reserve Capital”) (funds allocated to the Scheme):”

a) established and funded pursuant to Resolution No. 21/2025 of the Company's Ordinary General Meeting of 16 June 2025, increased pursuant to Resolution No. 21/2026 of the Ordinary General Meeting of the Company dated 17 June 2026, and

b) funded for this purpose by the General Meeting from the amount that, pursuant to Article 348 § 1 of the Commercial Companies Code, may be allocated for distribution among the Company's shareholders.”

d) § 1 item 6) of OGM Resolution 22/2025 shall read as follows:

„6) The price at which the Company will acquire Shares under the Scheme may not be lower than PLN 35 (thirty five Polish zlotys) and higher than PLN 80 (eighty Polish zlotys).”

2) In all other respects OGM Resolution 22/2025 shall remain unchanged.

§ 2.

The resolution comes into force upon its adoption.

Justification of the draft resolution: The amendment of Resolution No. 22/2025 of the Ordinary General Meeting of the Company dated 16 June 2025 on authorising the Management Board to acquire own shares and granting consent for such acquisition is intended to adjust the maximum number of own shares that may be acquired by the Company to the increased limit of shares covered by the Incentive Scheme for 2025–2027, as well as to the increased reserve capital. In addition, taking market conditions

into account, the Management Board has proposed lowering the minimum acquisition price of shares to PLN 35.

AI assistant

Grupa Pracuj S.A. Proxy Solicitation & Information Statement 2026

5636_rns_2026-05-18_160ebc7e-3156-46f6-a191-9f2a261b0e00.pdf

DRAFT RESOLUTIONS

Resolution No. 4/2026

Resolution No. 5/2026

§ 1.

§ 2.

Resolution No. 7/2026 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 17 June 2026

Resolution No. 8/2026 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 17 June 2026

Resolution No. 12/2026

Resolution No. 13/2026

AI assistant

Grupa Pracuj S.A. — Proxy Solicitation & Information Statement 2026

5636_rns_2026-05-18_160ebc7e-3156-46f6-a191-9f2a261b0e00.pdf

DRAFT RESOLUTIONS

Resolution No. 4/2026

Resolution No. 5/2026

§ 1.

§ 2.

Resolution No. 7/2026 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 17 June 2026

Resolution No. 8/2026 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 17 June 2026

Resolution No. 12/2026

Resolution No. 13/2026

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Grupa Pracuj S.A. Proxy Solicitation & Information Statement 2026