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

May 18, 2026

5636_rns_2026-05-18_55892e90-4cd1-4b0c-9804-a53ac1fe4905.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
17 JUNE 2026

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 17 June 2026, 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:


2

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 2 - Election of the Chairman of the Ordinary General Meeting.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

3

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 5 - Adoption of the agenda of the Ordinary General Meeting.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

4

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

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 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

5

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter b) – Consideration and approval of the Company’s standalone financial statement for the year ended on 31 December 2025.
☐ For

Number of shares:
... | ☐ Against

☐ Objection and request for it to be recorded

Number of shares:
... | ☐ Abstain

Number of shares:
... | ☐ At the discretion of the proxy

Number of shares:
... |
| | ☐ Further / other instructions: | | |


6

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter c) – Consideration and approval of the consolidated financial statement of the Company's Capital Group for the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

7

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter d) – Distribution of the Company’s profit for the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

8

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

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 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

9

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter f) – Approval of the report of the Supervisory Board of the Company on its activities in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

10

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter g) – Granting the vote of acceptance to Przemysław Gacek for the discharge of duties in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

11

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter g) – Granting the vote of acceptance to Gracjan Fiedorowicz for the discharge of duties in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

12

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter g) – Granting the vote of acceptance to Rafal Bogusław Nachyna for the discharge of duties in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

13

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter h) – Granting the vote of acceptance to Maciej Artur Noga for the discharge of duties in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

14

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter h) – Granting the vote of acceptance to John Doran for the discharge of duties in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

15

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter h) – Granting the vote of acceptance to Wojciech Robert Stankiewicz for the discharge of duties in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

16

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter h) – Granting the vote of acceptance to Przemysław Tomasz Budkowski for the discharge of duties in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

17

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

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 31 December 2025.
☐ For ☐ Against
☐ Objection and request for it to be recorded ☐ Abstain ☐ At the discretion of the proxy
Number of shares: Number of shares: Number of shares: Number of shares:
... ... ... ...
☐ Further / other instructions:

18

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter h) – Granting the vote of acceptance to Miroslaw Bogusław Stachowicz for the discharge of duties in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

19

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter h) – Granting the vote of acceptance to Martina van Hettinga for the discharge of duties in the year ended on 31 December 2025.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter i) – Authorising the Supervisory Board to adopt the gender balance policy.
☐ For

Number of shares:
...
... | ☐ Against

☐ Objection and request for it to be recorded

Number of shares:
...
... | ☐ Abstain

Number of shares:
...
... | ☐ At the discretion of the proxy

Number of shares:
...
... |
| ☐ Further / other instructions: | | | |

20


21

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter 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.
☐ For

Number of shares:
...
... | ☐ Against

☐ Objection and request for it to be recorded

Number of shares:
...
... | ☐ Abstain

Number of shares:
...
... | ☐ At the discretion of the proxy

Number of shares:
...
... |
| ☐ Further / other instructions: | | | |


22

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY

AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter k) – Increase of reserve capital earmarked for the acquisition of own shares.
☐ For
Number of shares:
... ☐ Against
☐ Objection and request for it to be recorded
Number of shares:
... ☐ Abstain
Number of shares:
... ☐ At the discretion of the proxy
Number of shares:
...
☐ Further / other instructions:

INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 17 JUNE 2026:

Agenda item 6 letter I) – 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.
☐ For ☐ Against
☐ Objection and request for it to be recorded ☐ Abstain ☐ At the discretion of the proxy
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.

23