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

May 29, 2026

5636_rns_2026-05-29_d9e04744-9a7d-4ded-8b26-6cf5b2d9c198.html

Proxy Solicitation & Information Statement

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Report Content Title:Changesin the agenda of the Ordinary General Meeting in connection with theshareholder's request

Legalbasis:Art. 56 section 1 item 2 of the Act on Public Offering -current and periodic information

Contentof the report:

TheManagement Board of Grupa Pracuj Spółka Akcyjna with its registeredoffice in Warsaw(the "Company")informs about the receipt on 27May 2026 fromCompany's shareholder - Frascati Investments sp. z o.o. holding sharesin the Company representing over 1/20 of the Company's share capitali.e. directly 34,733,168 shares representing 50.41% of the share capitalof the Company(the "Shareholder")of the request to include on the agenda of the Ordinary General Meeting,convened for 17 June 2026 in accordance with the announcement made incurrent report no. 5/2026 (the "OGM") of an additionalletter m) in item 6.:

"m)appointment of member of the Supervisory Board."

Inconnection with the above, acting pursuant to Art. 401 § 2 of theCommercial Companies Code, the Company's Management Board herebyannounces the change to the agenda of the OGM, entailing the addition initem 6. of a new letter m) following letter l).

Changedagenda of the Ordinary General Meeting:

1.Openingof the Ordinary General Meeting.

2.Electionof the Chairman of the Ordinary General Meeting.

3.Preparingand checking the attendance list.

4.Theascertainment of the correctness of convening the Ordinary GeneralMeeting and its capability of adopting binding resolutions.

5.Adoptionof the agenda of the Ordinary General Meeting.

6.Adoptionof resolutions on:

a)considerationand approval of the Management Board's report on the operations of theCompany and the Company's Capital Group for the year ended on 31December 2025;

b)considerationand approval of the Company's standalone financial statement for theyear ended on 31 December 2025;

c)considerationand approval of the consolidated financial statement of the Company'sCapital Group for the year ended on 31 December 2025;

d)distributionof the Company's profit for the year ended on 31 December 2025;

e)expressingan opinion on the report of the Supervisory Board of the Company onremuneration of members of the Management and the Supervisory Board ofthe Company for year 2025;

f)approvalof the report of the Supervisory Board of the Company on its activitiesin the year ended on 31 December 2025;

g)grantingthe vote of acceptance for the discharge of duties in year 2025 tomembers of the Company's Management Board;

h)grantingthe vote of acceptance for the discharge of duties in year 2025 tomembers of the Company's Supervisory Board;

i)authorisingthe Supervisory Board to adopt the gender balance policy;j)amendingthe Resolution No. 19/2025 of the Company's Ordinary General Meetingdated 16 June 2025 on the establishment of an incentive scheme for2025-2027;k)increaseof reserve capital earmarked for the acquisition of own shares;

l)amendingthe Resolution No. 22/2025 of the Company's Ordinary General Meetingdated 16 June 2025 on granting authorization to the Management Board toacquire the Company's own shares and authorizing the acquisition;

m)appointmentof member of the Supervisory Board.

7.Closingof the Ordinary General Meeting.Atthe same time, the Management Board informs that the Shareholdersubmitted draft resolution of the OGM on appointmentofmemberof the Supervisory Boardand put forward Mr. Grzegorz Andrzej Róg as a candidate for member ofthe Supervisory Board, who in Shareholders's view will bring to theCompany the competences to support further developmentof Grupa Pracuj, including the use of artificial intelligence-basedsolutions.

Mr.Grzegorz Róg has over 15 years of experience in building and developingtechnology projects and digital products, including as a co-founder ofEasytools, Automation House and Zencal. He has also worked as aconsultant with Fortune 500 companies. He is the author of numerouscourses and publications, as well as a guest speaker at various industryevents.

TheShareholder is of the opinion that Mr. Grzegorz Róg has the necessaryexperience needed by Grupa Pracuj to support its continued growth.

Thecandidate granted his consent to perform the function of a member of theCompany's Supervisory Board and, according to statements provided, meetsthe criteria required by law for candidates for members of supervisoryboards.

Attachments:

-announcementon changes on the agenda of the OGM;

-updateddraft resolutions of the OGM;

-updatedform to exercise voting rights by proxy;

-resumeof the candidate to the Supervisory Board.

Detailedlegal basis:

§20 section 1 point 3) of the Regulation of the Minister of Finance of 6June 2025 on current and periodic information provided by issuers ofsecurities and conditions for recognizing as equivalent informationrequired by the laws of a non-member state.