ARTICLES OF ASSOCIATION GRUPA PRACUJ SPÓŁKA AKCYJNA WITH ITS REGISTERED OFFICE IN WARSAW (consolidated text)

I. GENERAL PROVISIONS

§ 1

1.	The Company was created by way of the transformation of Grupa Pracuj spółka z ograniczoną
	odpowiedzialnością with its registered office in Warsaw into a joint-stock company. -----------------
2.	The Company conducts business under the business name of Grupa Pracuj spółka akcyjna------
3.	The Company may use an abbreviated name Grupa Pracuj S.A.------------------------------------------
4.	The Company has its registered office in Warsaw. ------------------------------------------------------------
	§ 2
1.	The Company may operate in the territory of the Republic of Poland and abroad. --------------------
2.	The Company may establish and operate branches, enterprises, sub-divisions, representative
	offices and other organizational units, and participate in other companies and enterprises in the
	Republic of Poland and abroad. ------------------------------------------------------------------------------------
	§ 3
1.	The term of the Company shall be indefinite.--------------------------------------------------------------------
2.	The Company's financial year is a calendar year.--------------------------------------------------------------

	II. SCOPE OF BUSINESS
	§ 4
1.	The scope of the Company's business is as follows:----------------------------------------------------------
	a) PKD 47.69.C – Retail sale of other products related to culture and recreation, not elsewhere

b) PKD 47.40.Z – Retail sale of information and communication technology tools,---------------

classified ---------------------------------------------------------------------------------------------------------

c) PKD 60.39.Z Other activities related to the distribution of content, -----------------------------
d) PKD 58.19.Z Other publishing activities, except in the field of software, ----------------------
e) PKD 60 Broadcasting of free-to-air and subscription programs, activities of news agencies and other content distribution activities, -----------------------------------------------------
f) PKD 63. Service activities of computing infrastructure, data processing, website management (hosting) and other information service activities,------------------------------------
g) PKD 73.30.B Other public relations and communications activities,----------------------------
h) PKD 70.20.Z Business and other management consulting,---------------------------------------
i) PKD 73.20.Z Market research and public opinion polling,-----------------------------------------
j) PKD 78. Employment activities,--------------------------------------------------------------------------
k) PKD 82.10.Z Administrative office support activities, including support activities, ----------
l) PKD 82.30.Z Organization of conventions and trade shows,-------------------------------------
m) PKD 85.59.B Courses and training related to the acquisition of knowledge, skills and

professional qualifications in non-school forms,--------------------------------------------------------

n) PKD 85.69.Z Activities supporting education, not elsewhere classified.
1. If engaging in any kind of activity requires a license or permit, or satisfying any statutory requirements, the Company will only engage in that activity after having obtained the license or permit, or satisfying the requirements. ----------------------------------------------------------------------------
1. A material change to the scope of the Company's business may be implemented without a buyout of shares of the shareholders objecting to the change if the resolution implementing the change is adopted by a majority of two-thirds (2/3) of the votes in the presence of persons representing at least half of the share capital of the Company.---------------------------------------------

III. SHARE CAPITAL; SHARES

§ 5

1. The Company's share capital amounts to PLN 344,490,950.00 (three hundred forty four million four hundred ninety thousand nine hundred fifty zlotys) and is divided into 68,898,190 (sixty eight million eight hundred ninety eight thousand one hundred ninety) shares with a nominal value of PLN 5.00 (five zlotys) each, of which: ----------------------------------------------------------------------------
2. a) 48,686,990 (forty eight million six hundred eighty six thousand nine hundred ninety) series A ordinary bearer shares; -----------------------------------------------------------------------------------
3. b) 18,155,860 (eighteen million one hundred and fifty-five thousand eight hundred and sixty) series B ordinary bearer shares; ---------------------------------------------------------------------------
4. c) 1,261,400 (one million two hundred sixty-one thousand four hundred) series C ordinary bearer shares, and---------------------------------------------------------------------------------------------
5. d) 793,940 (seven hundred ninety three thousand nine hundred forty) series D ordinary bearer shares.------------------------------------------------------------------------------------------------------------
1. During the period when the Company is a public company within the meaning of the relevant provisions of law, in particular the Act on Public Offering, the conversion of bearer shares into registered shares is not permitted. ---------------------------------------------------------------------------------
1. The Shares are disposable.------------------------------------------------------------------------------------------
1. The Company may issue bonds, including convertible bonds and bonds with pre-emptive rights. In case of the convertible bonds the manner of issuance, number of the bonds and their nominal value must be determined in a resolution of the General Meeting. ----------------------------------------
1. Pursuant to the relevant provisions of the law, a pledgee and user can exercise the voting rights attached to shares on which a pledge or use was established, if so provided by a legal action establishing a limited right in rem and if an appropriate annotation has been made reflecting its establishment and the entitlement to exercise voting rights.-------------------------------------------------

§ 5¹

The Management Board is authorized to increase the Company's share capital through the issuance of new series E ordinary bearer shares ("New Shares") in a number not exceeding 1,033,473 (one million thirty-three thousand four hundred and seventy-three), with a nominal value of PLN 5.00 (five zlotys) each, and with a total nominal value not exceeding PLN 5,167,365

(five million one hundred sixty seven thousand three hundred and sixty five zlotys) (the "Authorized Capital").------------------------------------------------------------------------------------------------

1. Within the limits of the Authorized Capital, by virtue of this authorization, the Management Board is authorised to make one or more subsequent increases in the Company's share capital.---------
1. The Management Board's authorization to increase the share capital as part of the Authorized Capital shall expire three years after the Company's Articles of Association, as amended by Resolution of the Ordinary General Meeting of the Company No. 20/2025 dated June 16, 2025, are registered by the Registry Court having jurisdiction over the Company. ----------------------------
1. Within the Authorized Capital, the Management Board may issue New Shares only in exchange for cash contributions.-------------------------------------------------------------------------------------------------
1. As part of any increase in the Company's share capital within the limits of the Authorized Capital, the Management Board may, in the interests of the Company, with the prior consent of the Supervisory Board expressed in the form of a resolution, waive the shareholders' pre-emptive rights to New Shares in whole or in part. -------------------------------------------------------------------------
1. The Management Board is authorized to decide on all matters related to the share capital increase within the Authorized Capital, in particular, the Management Board is authorized to:----
2. a) determine the number of New Shares to be issued within each share capital increase within the limits of the Authorized Capital, ---------------------------------------------------------------
3. b) determine the issue price(s) of New Shares and determine the date(s) on which the New Shares will participate in dividend,-------------------------------------------------------------------------
4. c) set out detailed terms, timeframe and conditions for the issue of New Shares, ----------------
5. d) set out the detailed terms and conditions of the subscription and offering of the New Shares for subscription, including the detailed wording of the subscription agreement regarding the New Shares in a private subscription within the meaning of Article 431 § 2 point 1) of the Commercial Companies Code, ----------------------------------------------------------
6. e) take any action aimed at the dematerialization of the New Shares and the registration of the New Shares, in particular in the securities depository maintained by the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.), including the conclusion of agreements with the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.) for the registration of the New Shares, to take any action to apply for the admission and introduction of the New Shares to trading on the regulated market maintained by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.)------------------------------------------------------------------------
1. The determination by the Management Board of the number of New Shares to be issued within of any share capital increase within the limits of the Authorized Capital and determination of the issue price(s) of the New Shares shall not require consent of the Supervisory Board. ---------------
1. A Management Board resolution adopted within the limits of the Authorized Capital shall replace a General Meeting resolution on the share capital increase. ------------------------------------------------
The authorization of the Management Board to increase the share capital within the limits of the Authorized Capital shall not affect the General Meeting's authority to the ordinary share capital increase during the period the Management Board exercises said authorization. ---------------------

§ 6

1. Shares can be redeemed upon the concerned shareholder's consent (voluntary redemption), by way of acquisition of the shares by the Company for a consideration or without consideration. --
1. In addition to the concerned shareholder's consent, a voluntary redemption requires a resolution of the General Meeting. The resolution should in particular identify the legal basis for the redemption, the amount of consideration due to the holder of the shares being redeemed, or a rationale for redeeming the shares without consideration and the manner of decreasing the share capital.---------------------------------------------------------------------------------------------------------------------

IV. THE COMPANY'S FINANCES

1.		The Company keeps its accounts and books in accordance with the relevant provisions of law.--
2.		The Company's equity includes, in particular:-------------------------------------------------------------------
	a)	share capital;----------------------------------------------------------------------------------------------------
	b)	supplementary capital;----------------------------------------------------------------------------------------
	c)	capital reserves.------------------------------------------------------------------------------------------------
3.		The Company may establish and reverse, by resolution of the General Meeting of Shareholders,
		capital reserves and special purpose funds at the beginning or during a financial year. -------------
4.		The designation of supplementary capital and capital reserves is determined by the General
		Meeting.-------------------------------------------------------------------------------------------------------------------
	§ 8
1.		The shareholders have the right to participate in Company's profits reported in audited financial
		statements, which the General Meeting has assigned for distribution among the shareholders.---
2.		The profits are distributed pro rata to the number of shares. If the shares have not been fully paid
		up, the profits are distributed pro rata to the contributions actually made against the shares. ------
3.		The General Meeting is authorized to set a date on which a list of shareholders entitled to dividend

for the given financial year is determined (the dividend day) and the dividend payment date.------
1. The General Meeting may resolve to exclude all or some of the Company's profit from division among the shareholders and designate it for other purposes identified in the resolution.------------
1. The Company's profit can be in particular designated for transfer to the supplementary capital, capital reserves or other special purpose funds. ---------------------------------------------------------------
1. Pursuant to the Commercial Companies Code, the Management Board is authorized to pay an interim dividend to the shareholders on account of the anticipated dividend at the end of a financial year. -----------------------------------------------------------------------------------------------------------------------

V. GOVERNING BODIES

The governing bodies of the Company are: ------------------------------------------------------------------------------
a)	General Meeting; -------------------------------------------------------------------------------------------------------
b)	Supervisory Board; and -----------------------------------------------------------------------------------------------
c)	Management Board. ---------------------------------------------------------------------------------------------------

A. GENERAL MEETING

§ 10

1.	The General Meeting may be held as annual or extraordinary.---------------------------------------------
2.	General Meetings are held at the Company's registered office. --------------------------------------------

1. Each share entitles its holder to one vote at the General Meeting. The General Meeting is valid regardless of the number of shares represented at it, unless the Commercial Companies Code or the Articles of Association provide otherwise. -------------------------------------------------------------------
1. The General Meeting is convened by the Management Board.---------------------------------------------
1. The General Meeting shall be convened by means of an announcement on the Company's website and in the manner specified for communicating current information, pursuant to the provisions of the Act on Public Offering. The announcement shall be made at least 26 days before the date of the General Meeting. The notice of the General Meeting shall be accompanied by an agenda specifying the subject of such meeting and all of the relevant papers and documents.----
1. The shareholders may participate in the meeting by means of videoconference or similar means of electronic communication (przy wykorzystywaniu środków komunikacji elektronicznej). The relevant rules for participation in the General Meeting using electronic means of communication shall be adopted by the Supervisory Board. ------------------------------------------------
1. The Supervisory Board may convene an annual General Meeting if the Management Board fails to convene it within the time period allowed by the Commercial Companies Code or the Articles of Association.-----------------------------------------------------------------------------------------------------------
1. The Supervisory Board may convene an extraordinary General Meeting, should it decide that convening it is desirable. This right can also be exercised by a shareholder or shareholders representing at least 50% of the share capital or at least 50% of all votes in the Company.
1. A shareholder or shareholders representing at least one twentieth (1/20) of the Company's share capital may request the convening of an extraordinary General Meeting and the inclusion of particular matters on its agenda. Such a request should be submitted in writing or in electronic form to the Management Board. The General Meeting shall be convened within two weeks from the date of the request. -----------------------------------------------------------------------------------------------
1. The annual General Meeting should take place within six months of the end of each financial year. ------------------------------------------------------------------------------------------------------------------------------
1. Resolutions of the General Meeting are adopted by a simple majority of votes, unless the Commercial Companies Code or other relevant provisions of the law require otherwise.------------

§ 12

The General Meeting is opened by the Chairman of the Supervisory Board or a person appointed by the Chairman or, in absence of these persons – by the President of the Management Board or a person appointed by the Management Board. The Chairman of the General Meeting is elected from among the persons entitled to participate in the General Meeting.----------------------------------
The General Meeting may adopt the rules of the General Meeting. ---------------------------------------

§ 13

1. In addition to the other matters identified in the Commercial Companies Code and the Articles of Association, a resolution of the General Meeting is required for each of the following matters: ---
2. a) amending the Articles of Association;-------------------------------------------------------------------- b) increasing or decreasing the share capital of the Company;----------------------------------------
3. c) redeeming or acquiring by the Company of shares in its share capital; --------------------------
4. d) transformation, merger or division of the Company;---------------------------------------------------
5. e) winding up or liquidation of the Company; ---------------------------------------------------------------
6. f) disposal or leasing or establishing any encumbrance on the Company's enterprise or an organized part thereof;----------------------------------------------------------------------------------------
7. g) issuing convertible bonds, bonds with pre-emptive rights or subscription warrants; ----------
8. h) determining the dividend day and dividend payment date; ------------------------------------------
9. i) reviewing the matters submitted by the Supervisory Board, Management Board or shareholders;----------------------------------------------------------------------------------------------------
10. j) appointing and dismissing members of the Supervisory Board, with the exception of appointing and dismissing Supervisory Board members by way of exercising personal rights (uprawnienie osobiste) specified in § 14 Sections 2 and 3; ---------------------------------
11. k) determining the rules of remuneration for members of the Supervisory Board; ----------------
12. l) determining the remuneration policy of the Management Board and the Supervisory Board (polityka wynagrodzeń) according to the Act on Public Offering;-----------------------------------
13. m) adopting incentive plans based on shares or other securities or instruments convertible to shares, including incentive schemes for Management Board members. ------------------------

B. SUPERVISORY BOARD § 14

1. The Supervisory Board shall consist of no fewer than five (5) and not more than eight (8) members appointed and dismissed by the General Meeting, subject to § 14 Sections 2-3, as the case may be. In the event of the election of Supervisory Board members by voting in groups, in accordance with the provisions of the Commercial Companies Code, the Supervisory Board to be elected in this manner shall consist of 6 (six) members. -------------------------------------------------------------------

Pursuant to Article 354 of the Commercial Companies Code, Przemysław Gacek or Frascati Investments (or their respective legal successors under universal title) - depending on which of them holds as of the date of exercising the right the greater number of shares - has a personal right (uprawnienie osobiste) to appoint, dismiss and suspend: ---------------------------------------------
a) majority of Supervisory Board members (i.e. three (3) where of the Supervisory Board consists of five (5) members, four (4) where of the Supervisory Board consists of six (6) or seven (7) members and five (5) where of the Supervisory Board consists of eight (8) members) including the Chairman of the Supervisory Board, as long as Przemysław Gacek or Frascati Investments (or their respective legal successors under universal title), respectively, holds at least 25% of Company's shares; ----------------------------------------------
b) two (2) Supervisory Board members including the Chairman of the Supervisory Board, as long as Przemysław Gacek or Frascati Investments (or their respective legal successors under universal title), respectively, holds at least 5% of Company's shares but less than 25% of the Company's shares. -----------------------------------------------------------------------------
c) one (1) Supervisory Board member, as long as Przemysław Gacek or Frascati Investments (or their respective legal successors under universal title), respectively, holds less than 5% of Company's shares but at least 1% of the Company's shares.-----------------------------------

The General Meeting cannot dismiss or suspend any Supervisory Board member appointed by Przemysław Gacek or Frascati Investments (or their respective legal successors under universal title).------------------------------------------------------------------------------------------------------------------------

1. Pursuant to Article 354 of the Commercial Companies Code, the Investor (or its legal successors under universal title), has a personal right (uprawnienie osobiste) to appoint, dismiss and suspend one (1) Supervisory Board member, as long as the Investor (or its legal successors under universal title) holds in aggregate at least 5% of the Company's shares. -------------------------------- The General Meeting cannot dismiss or suspend any Supervisory Board member appointed by the Investor (or its legal successors under universal title).---------------------------------------------------
1. Members of the Supervisory Board are appointed for a joint, three-year term of office. The term of office shall be calculated in full financial years. The mandate of a Supervisory Board member expires upon the holding of the General Meeting approving the financial statement of the Company for the last full financial year of holding the function.---------------------------------------------
1. If the mandate of a Supervisory Board member expires as a result of his/her resignation or death, the other Supervisory Board members may resolve to appoint a new member to fill-in the vacancy. Such a new member will perform his/her duties until a new Supervisory Board member is elected by the General Meeting, or as described in § 14 Section 2-3.-----------------------------------------------
1. Supervisory Board members can be re-appointed for subsequent terms of office. Appointment may be made no earlier than one year before the expiration of the current term of a member of the Supervisory Board.------------------------------------------------------------------------------------------------
1. If the right vested in Przemysław Gacek or Frascati Investments (or their respective legal successors under universal title), respectively, referred to in § 14 Section 2 a) and b) has expired – the Chairman of the Supervisory Board shall be elected in a secret ballot by the General Meeting.-------------------------------------------------------------------------------------------------------------------
1. Meetings of the Supervisory Board are chaired by the Chairman of the Supervisory Board or, in situation when the Chairman of the Supervisory Board cannot perform his/her duties a person

authorized by him/her acts as Chairman's substitute or if such person is not appointed by the oldest member of the Supervisory Board. -----------------------------------------------------------------------

The first meeting of the Supervisory Board of each term is convened by the Management Board not later than within 3 (three) months of election of the Supervisory Board. The agenda of the first meeting shall include item regarding the constitution of the Supervisory Board. If the right vested in Przemysław Gacek or Frascati Investments (or their respective legal successors under universal title), respectively, referred to in § 14 Section 2 a) and b) has expired – it will also include the election of the Chairman of the Supervisory Board. ------------------------------------------------------
1. The Chairman of the Supervisory Board or, in the circumstances specified in the Articles of Association, a person appointed by the Chairman of the Supervisory Board, convenes Supervisory Board meetings on its own initiative or upon request of the Management Board or a Supervisory Board member. The Chairman or a person appointed by the Chairman must convene the meeting within two (2) weeks of submission of the relevant motion with the agenda in line with the request. In case of ineffective expiration of such deadline, the person who submitted the motion will be authorized to convene the Supervisory Board meeting. -----------------------------------
1. Supervisory Board meetings are held as-needed, but at least once in a calendar quarter.----------
1. Management Board members and other persons invited by the Chairman of the Supervisory Board or, in his absence, by a person appointed by the Chairman of the Supervisory Board, may participate in Supervisory Board meetings, unless the agenda of the meeting includes matters directly concerning the Management Board or its members, in particular their dismissal, liability or remuneration. --------------------------------------------------------------------------------------------------------
4. Supervisory Board meetings are convened by sending invitations by registered mail at least 14 (fourteen) days before the scheduled date of the meeting. Supervisory Board meeting may also be convened by sending invitations by electronic mail at least seven (7) days before the scheduled date of the meeting.----------------------------------------------------------------------------------------------------
1. An invitation to a Supervisory Board meeting should specify its place, date, hour and agenda, as well as the way of use of electronic means of communication during the meeting. During the meeting, the Supervisory Board may also adopt resolutions on matters not included in the proposed agenda, if none of the members of the Supervisory Board participating in the meeting objects to it. --------------------------------------------------------------------------------------------------------------
1. Supervisory Board can be held without formal convening if all Supervisory Board members agree to hold the meeting in such way and do not object to the inclusion of individual items on the agenda. -------------------------------------------------------------------------------------------------------------------
1. In urgent matters the Chairman of the Supervisory Board or a person appointed by the Chairman, may command a different manner and terms for inviting Supervisory Board members to a meeting, in particular different than the terms set out in Section 4 above. -------------------------------
1. Supervisory Board resolutions are recorded in the form of minutes. --------------------------------------
1. Supervisory Board meetings can be attended with the use of electronic means of communication.
1. The Supervisory Board adopts its resolutions by a simple majority of votes, in the presence of at least one-half of the Supervisory Board members, unless mandatory provisions of law stipulate more strict requirements for adopting such resolutions. ------------------------------------------------------
1. In the event of a tied vote, the Chairman of the Supervisory Board has the casting vote. -----------
1. For the resolutions adopted at the meeting of the Supervisory Board to be valid, it is required that all the members of the Supervisory Board are invited to the meeting. ------------------------------------
1. Resolutions of the Supervisory Board may be adopted in writing or with the use of electronic means of communication, provided that a resolution adopted in the above manner shall be valid only if all the members of the Supervisory Board have been notified of the content of the draft resolution and at least a half of the Supervisory Board members took part in adopting the resolution. ----------------------------------------------------------------------------------------------------------------
5. Members of the Supervisory Board may participate in the adoption of resolutions of the Supervisory Board by voting in writing and delivering such vote through the intermediation of another member of the Supervisory Board. Votes may not be cast in writing with respect to any matters that have been added to the agenda during the Supervisory Board meeting.----------------
1. A Supervisory Board Member shall inform the Supervisory Board of any existing or threatened conflict of interests and shall not take part in the voting on a resolution on a matter in respect of which such conflict may arise with that Supervisory Board member. A Supervisory Board member may not accept any benefits, which may affect his/her impartiality and objectivity when making decisions or adversely impact the assessment of independence of his/her opinions and judgments. ---------------------------------------------------------------------------------------------------------------

§ 18

The Supervisory Board may adopt its own by-laws that shall specify in detail the manner of its operation.

§ 19

1. Supervisory Board members take part in Supervisory Board meetings and perform their duties personally, subject to § 17 Section 5 of the Articles of Association. ---------------------------------------
1. Supervisory Board members are entitled to the remuneration specified by the General Meeting. -
1. The Supervisory Board performs its duties collectively, although it may delegate its members to perform certain supervisory activities individually. -------------------------------------------------------------
1. The Supervisory Board exercises ongoing supervision over the affairs of the Company with respect to all areas of its operations. ------------------------------------------------------------------------------
1. In order to fulfil its obligations, the Supervisory Board may examine any Company documents, request the Management Board and Company employees to prepare or provide information, documents, reports and submit explanations regarding the Company, subsidiaries and affiliates, audit all Company books and documents and check the Company's inventory. The Management Board may not limit the Supervisory Board members' access to the information, documents, reports or explanations referred to in the preceding sentence. The Company is required to provide the Supervisory Board with the books and documents it may request and with reports and explanations promptly following the receipt of request, but in no event later than within two weeks

from the day on which relevant request was made to the body or obliged person, unless another time limit was provided in the request. ----------------------------------------------------------------------------

1. The Supervisory Board may adopt a resolution on the examination, at the Company's expense, of specific matter related to the Company's activity or assets, as well as preparation of certain analyses and opinions by Supervisory Board's advisor. The Supervisory Board's advisor shall not be an entity related to the Company or any member of the Supervisory Board. Before selecting the advisor, the Supervisory Board should obtain proposals from at least two entities. When selecting the advisor, the Supervisory Board shall take into account the amount of the proposed remuneration, the previous experience of the advisor, the availability of qualified specialists and the ability to execute the assignment within the timeframe specified by the Supervisory Board. The Supervisory Board may establish additional criteria for the selection of the advisor. The maximum total remuneration of all advisors to the Supervisory Board in a given financial year shall not exceed PLN 50,000.00 (fifty thousand zlotys) net. -------------------------------------------------
4. The powers of the Supervisory Board include in particular:-------------------------------------------------
- a) reviewing the Management Board's report on the Company's activities and the financial statements for each financial year in terms of their compliance with the Company's books and documents as well as the actual state of affairs; -------------------------------------------------
- b) evaluation of the Management Board's proposals concerning the distribution of profit or coverage of loss; -----------------------------------------------------------------------------------------------
- c) preparing an assessment of the Company's situation, taking into account an assessment of adequacy and effectiveness of the internal control system, the system of management of risks material for the Company, compliance system and internal audit system; ------------
- d) assessment of performance by the Management Board of information obligations towards the Supervisory Board; ---------------------------------------------------------------------------------------
- e) assessment of the manner of preparation or provision to the Supervisory Board by the Management Board of information, documents, reports or explanations requested in accordance with § 20 Section 2; ---------------------------------------------------------------------------
- f) submitting annual written reports on the review referred to in items a)-e) above to the General Meeting together with information on the total remuneration of Supervisory Board's advisors due from the Company in the given financial year; ----------------------------------------
- g) approving the Management Board's by-laws;-----------------------------------------------------------
- h) appointing and dismissing or suspending members of the Management Board and liquidators, with the exception of appointing and recalling Management Board members exercising personal powers specified in § 22 Section 4; ---------------------------------------------
- i) delegating Supervisory Board members to independently perform certain supervisory activities or to perform on an interim basis the duties of Management Board members who were dismissed, resigned or are unable to perform their duties due to other reasons; -------
- j) granting consent to the establishment of enterprises, branches, representative offices and other establishments abroad; -------------------------------------------------------------------------------
- k) reviewing and assessing drafts of the General Meeting resolutions and giving opinions on

Management Board's motions addressed to the General Meeting; -------------------------------

l) granting consent for incurring liabilities by the Company with a value exceeding the equivalent of 10% of the Capital Group's revenue from contracts with clients for the last financial year as indicated in the latest published annual consolidated financial statement of the Capital Group, however not less than PLN 30,000,000.00 (thirty million zlotys), whereby for continuous obligations (i.e. obligations with continuous or periodic performance), the value of the obligation is considered to be the sum of the monetary performance that make up the main performance (excluding incidental performances) in the first 12 months of the contract, and in the case of contracts concluded for less than 12 months, for the entire term of the contract; --------------------------------------------------------------
m) granting consent for the acquisition or disposal of a right or a share in ownership right or the right of perpetual usufruct of a property with a value exceeding the equivalent of 10% of the Capital Group's revenue from contracts with clients for the last financial year as indicated in the latest published annual consolidated financial statement of the Capital Group, however not less than PLN 30,000,000.00 (thirty million zlotys); ------------------------
n) granting consent for the disposal of assets with a value exceeding the equivalent of 10% of the Capital Group's revenue from contracts with clients for the last financial year as indicated in the latest published annual consolidated financial statement of the Capital Group, however not less than PLN 30,000,000.00 (thirty million zlotys); ------------------------
o) the establishment of Encumbrances over the Company's material assets with a value exceeding the equivalent of 10% of the Capital Group's revenue from contracts with clients for the last financial year as indicated in the latest published annual consolidated financial statement of the Capital Group, however not less than PLN 30,000,000.00 (thirty million zlotys) or issuing of guarantees, sureties or bills of exchange to secure the liabilities of entities which are not Capital Group members; --------------------------------------------------------
p) determination of the amount of remuneration of Management Board members subject to provisions of the remuneration policy adopted by the General Meeting; -------------------------
q) selection or change of the Company's audit firm, including for the audit of the Company's and the Capital Group's financial statements or attestation (or audit) of the Capital Group's sustainability reporting; ---------------------------------------------------------------------------------------
r) granting consent to Management Board members to engage in Competitive Business;
s) preparing and submitting to the ordinary General Meeting opinions, information, reports and other relevant documents that are to be prepared by the supervisory board of a company listed on a regulated market operated by the WSE, in particular on the terms and conditions set forth in the Best Practice for WSE Listed Companies;-----------------------------
t) monitoring of the effectiveness of internal control, risk management, compliance and internal audit systems and performing an annual assessment of the functioning of these systems, in particular based on the rules laid down in the Best Practice for WSE Listed Companies;------------------------------------------------------------------------------------------------------
u) granting consent for entering by the Company into a significant transaction with its related

parties (within the meaning of Article 90h(1) of the Act on Public Offering), if required by Article 90h onwards of the Act on Public Offering;-----------------------------------------------------

v) preparing and amending a procedure of periodic evaluation of the Company's transactions with its related parties in the scope specified by the relevant provisions of law, in particular Article 90j of the Act on Public Offering;------------------------------------------------------------------
w) preparing and adopting detailed rules of holding General Meetings with use of electronic means of communication;------------------------------------------------------------------------------------
x) adopting a decision on temporary suspension of the application of the remuneration policy in respect of Management Board and Supervisory Board members pursuant to the rules laid down by the relevant provisions of the law, in particular the Act on Public Offering; ----
y) preparing reports on the remuneration of Management Board and Supervisory Board members pursuant to the rules laid down by the relevant provisions of the law, in particular the Act on Public Offering; -----------------------------------------------------------------------------------
z) determining the consolidated text of the amended Articles of Association or introducing other editorial changes specified in the resolution of the General Meeting; ---------------------
za) establishing the content or amending the rules and detailed terms of incentive schemes based on shares or other securities or instruments convertible into shares, including incentive schemes for members of the Management Board, established by the General Meeting; ----------------------------------------------------------------------------------------------------------
zb) approving and supervising the implementation of the Capital Group's sustainable development strategy; ---------------------------------------------------------------------------------------;
zc) monitoring the Company's management of significant impacts, risks and opportunities related to sustainable development;-----------------------------------------------------------------------
zd) evaluating periodically (at least once a year) the Company's activities in the area of sustainable development.------------------------------------------------------------------------------------
1. Independent Supervisory Board members: ---------------------------------------------------------------------
2. a) At least 2 (two) Supervisory Board members should be the Independent Supervisory Board Members. --------------------------------------------------------------------------------------------------------
3. b) An Independent Supervisory Board Member shall deliver to the remaining Supervisory Board members and the Management Board a statement that he/she meets the independence criteria specified in the applicable provisions of law.-------------------------------
4. c) If only one or none of the Supervisory Board members meets the independence criteria set out in the applicable provisions of law, but the Supervisory Board has the minimum number of Supervisory Board members required by these Articles of Association, the Supervisory Board is authorized to act and exercise its rights and obligations, in particular to pass resolutions. The loss of the status of an Independent Supervisory Board Member by a member of the Supervisory Board shall not cause expiry of his/her mandate and shall not affect the ability of the Supervisory Board to exercise its powers as provided for in the Commercial Companies Code and the Articles of Association. ------------------------------------
1. Supervisory Board committees:------------------------------------------------------------------------------------
2. a) When required the Supervisory Board sets up permanent or ad hoc committees functioning within the Supervisory Board to perform certain supervisory activities (Supervisory Board's committees). The members of a given Supervisory Board committee shall be appointed from among the Supervisory Board members. The composition, powers, duties, responsibilities and manner of operation of a given committee acting within the Supervisory Board are set forth by the relevant provisions of law, the Articles of Association and the Supervisory Board's by-laws. To the extent not regulated by the provisions of law, the Articles of Association or the Supervisory Board's by-laws, the composition, powers, duties, responsibilities and manner of operation of a given committee acting within the Supervisory Board are set forth in rules of that committee functioning within the Supervisory Board. ----
3. b) On the terms and for a period set forth by the provisions of the Act on Statutory Auditors or other applicable provisions of law, an Audit Committee operates within the Supervisory Board. The Chairman of the Audit Committee is appointed by the members of the Audit Committee. ------------------------------------------------------------------------------------------------------

C. MANAGEMENT BOARD § 22

1. The Management Board manages the Company's affairs and represents the Company. Each member of the Management Board may conduct, without a prior resolution of the Management Board, matters which do not exceed the scope of ordinary activities of the Company. If, prior to the handling of a matter referred to in the preceding sentence, even one of the other members of the Management Board objects to the handling of a specific matter or if the matter exceeds the scope of ordinary activities of the Company, a prior resolution of the Management Board is required. Matters exceeding the scope of ordinary activities of the Company are considered to be, in particular:--------------------------------------------------------------------------------------------------------
- a) incurring liabilities with a value exceeding the equivalent of PLN 5,000,000.00 (five million zlotys), whereby for continuous obligations (i.e. obligations with continuous or periodic performance), the value of the obligation is considered to be the sum of the monetary performance that make up the main performance (excluding incidental performances) in the first 12 months of the contract, and in the case of contracts concluded for less than 12 months, for the entire term of the contract, excluding contracts concluded within the ordinary course of business of the Company;-----------------------------------------------------------
- b) acquiring, taking up, disposing of or establishing Encumbrances over shares in other companies or making other equity investments, with a value exceeding the equivalent of PLN 5,000,000.00 (five million zlotys) (within one or series of related transactions with the same entity in the given calendar year);------------------------------------------------------------------
- c) acquiring, disposing of or establishing Encumbrances over Company's material assets with a value exceeding the equivalent of PLN 5,000,000.00 (five million zlotys); -------------------
- d) incorporating subsidiary companies or branches of the Company, execution of articles of

association of partnerships; ---------------------------------------------------------------------------------

e) redeeming liabilities owed to the Company by third parties with a value exceeding the equivalent of 2,000,000.00 PLN (two million zlotys), whereby for continuous obligations (i.e. obligations with continuous or periodic performance), the value of the obligation is considered to be the sum of the monetary performance that make up the main performance and incidental performances in the first 12 months of the contract, and in the case of contracts concluded for less than 12 months, for the entire term of the contract, excluding liabilities owed by entities from the Capital Group; ----------------------------------------------------
f) conclusion of a settlement or withdrawal of an action combined with a waiver of a claim or acknowledgment of a claim in any court or out-of-court proceedings, if the value of the subject matter of the dispute exceeds the equivalent of PLN 2,000,000.00 (two million zlotys); ------------------------------------------------------------------------------------------------------------
g) taking out credit facilities or loans, concluding agreements on granting bank guarantees, granting loans, guarantees or sureties, including bill of exchange guarantees, with a value exceeding the equivalent of PLN 5,000,000.00 (five million zlotys), excluding taking out and granting intra-group loans;-----------------------------------------------------------------------------------
h) conclusion of agreements, contracts and investment arrangements containing exclusivity clauses granted by the Company to third parties;------------------------------------------------------
i) making donations by the Company with a value exceeding the equivalent of PLN 2,000,000.00 (two million zlotys); --------------------------------------------------------------------------
j) adoption and amendment of bylaws and internal policies;-------------------------------------------
k) approving the Board's report on the Company's and Capital Group's operations for the last financial year and the annual standalone and consolidated financial statements;-------------
l) adoption of a motion on profit distribution or loss coverage; ----------------------------------------
m) decisions on incentive schemes;---------------------------------------------------------------------------
n) decisions on group layoffs; ----------------------------------------------------------------------------------
o) appointment of the Company's commercial proxy; ----------------------------------------------------
p) adoption, amendment or repealing of the Bylaws of the Management Board;------------------
q) division of competencies among individual members of the Management Board;-------------
r) adoption of annual budgets and strategic plans; -------------------------------------------------------
s) adoption or amendment of accounting principles (policies);-----------------------------------------
t) convening the General Meeting; ---------------------------------------------------------------------------
u) decisions on identification of inside information, as well its delay;---------------------------------
v) matters for which a resolution of the Management Board is required by the provisions of law or the Articles of Association.. -------------------------------------------------------------------------

A resolution of the Management Board shall not be required for the performance of an action that is an integral part of another action that the Management Board has already agreed to perform, unless otherwise stated in Management Board's resolution. ------------------------------------------------

The Company's Management Board consists of 1 (one) to 7 (seven) members, including the President of the Management Board. -----------------------------------------------------------------------------
1. Management Board members, including the President of the Management Board, are appointed and dismissed by the Supervisory Board, subject to § 22 Section 4, provided that the first Management Board was appointed by a resolution of the Shareholders' Meeting on the transformation, adopted upon the transformation of Grupa Pracuj spółka z ograniczoną odpowiedzialnością into Grupa Pracuj spółka akcyjna. -------------------------------------------------------
1. Pursuant to Article 354 of the Commercial Companies Code, Przemysław Gacek or Frascati Investments (or their respective legal successors under universal title) - depending on which of them holds as of the date of exercising the right the greater number of shares - has the personal right (uprawnienie osobiste) to appoint and dismiss the President of the Management Board as long as Przemysław Gacek or Frascati Investments (or their respective legal successors under universal title), respectively, holds at least 25% of Company's shares.-----------------------------------
1. Members of the Management Board are appointed and dismissed by a resolution of the Supervisory Board adopted by a simple majority of votes in the presence of at least half of its members, subject to § 22 Section 4. The General Meeting may dismiss the President of the Management Board of Directors appointed in exercise of the personal right specified in Section 4 only for valid reasons. Valid reasons include, in particular: (i) acting to the detriment of the Company, as established by a final judgment, (ii) permanent inability to properly conduct the Company's affairs, (iii) final conviction for a crime.-------------------------------------------------------------
1. If the Management Board consists of more than 1 member, the Company shall be represented by the President of the Management Board acting individually, two Management Board members acting jointly or one Management Board member acting jointly with a commercial proxy.-----------
1. The Management Board deliberates and passes resolutions at meetings, subject to § 22 Section 11.--------------------------------------------------------------------------------------------------------------------------
1. Meetings of the Management Board are convened by the President of the Management Board or the person nominated by the President of the Management Board as his/her substitution. ---------
1. Management Board meetings are held as-needed, but at least once in a calendar quarter. The person convening a meeting notifies the Management Board members of the convening, date, place and subject of the meeting by email, courier mail, telephone or by a notice delivered directly to the Management Board members against receipt. Notice of a Management Board meeting is not required if all members of the Management Board are present at the meeting and consent to hold the meeting and to put certain matters on the agenda.-------------------------------------------------
1. Attendance at Management Board meeting is also possible with the use of electronic means of communication. ---------------------------------------------------------------------------------------------------------
1. Resolutions of the Management Board may be adopted in writing or with the use of electronic means of communication. Members of the Management Board may also participate in the adoption of resolutions of the Management Board by voting in writing through other member of the Management Board. ----------------------------------------------------------------------------------------------
1. Resolutions of the Management Board are adopted by a simple majority of votes. In the event of a tie vote, the President of the Management Board has the casting vote. -------------------------------
1. Members of the Management Board are appointed for a joint, five-year term of office. The term of

office shall be calculated in full financial years. The mandate of a Management Board member expires upon the holding of the General Meeting approving the financial statement of the Company for the last full financial year of holding the function.---------------------------------------------

1. Management Board members can be re-appointed for subsequent terms of office. Appointment may be made no earlier than one year before the expiration of the current term of a member of the Management Board. ----------------------------------------------------------------------------------------------
1. The Management Board may adopt its by-laws which are subject to the approval of the Supervisory Board.-----------------------------------------------------------------------------------------------------

§ 23

1. The Management Board is obliged, without additional request, to provide the Supervisory Board with information on: ---------------------------------------------------------------------------------------------------
2. a) resolutions of the Management Board and their subject matter; -----------------------------------
3. b) Company's current business and financial situation;--------------------------------------------------
4. c) progress in implementing the Company's development strategy and any significant deviations from it; ----------------------------------------------------------------------------------------------
5. d) transactions or events affecting the Company's situation; -------------------------------------------
6. e) changes in information previously provided to the Supervisory Board, if such changes materially affect the Company's situation. ---------------------------------------------------------------
1. Performance of obligations referred to in Section 1 letters b)-e) includes information held by the Management Board regarding subsidiaries that conduct operational activity that is significant to the Company. -----------------------------------------------------------------------------------------------------------
1. Information referred to in Section 1 and 2 shall be provided:-----------------------------------------------
2. a) in the cases specified in Section 1 letters a)-c) at least once a quarter at the meeting of the Supervisory Board held in a given quarter of the financial year; ------------------------------
3. b) in the cases specified in Section 1 letters d)-e) immediately after the occurrence of certain events, no later than at the next meeting of the Supervisory Board, ----------------------------- in writing (including in electronic form), unless it is not possible to keep this form due to the

necessity of immediate provision of information to the Supervisory Board.------------------------------

§ 24

1. Management Board members may appoint a commercial proxy. Appointing a commercial proxy requires the consent of all members of the Management Board.-------------------------------------------
1. A commercial proxy can be revoked by any member of the Management Board. ---------------------

§ 25

Without the consent of the Supervisory Board a member of the Management Board may not be engaged in interests competitive with the Company or participate in a competitive company as a shareholder of a civil partnership, partnership or as a member of the governing body of a capital company or participate in another competitive legal entity as a member of its governing body. This prohibition also applies to the participation in a competitive capital company if the member of the Management Board holds over 10% of shares or the right to appoint at least one member of the management board. -------------------------------------------------------------------------------------------
Management Board members are obliged to treat information obtained in connection with their activities in the Company as a trade secret. ---------------------------------------------------------------------

VI. DISSOLUTION AND LIQUIDATION

§ 26

1. The Company may be dissolved pursuant to a resolution of the General Meeting or in other cases provided for in the Commercial Companies Code.-------------------------------------------------------------
1. The Company's liquidation is conducted by a liquidator or liquidators appointed by the General Meeting.-------------------------------------------------------------------------------------------------------------------
1. During the Company's liquidation, the words "w likwidacji" are added to the Company's business name.----------------------------------------------------------------------------------------------------------------------

VII. FINAL PROVISIONS

§ 27

1. Personal rights (uprawnienia osobiste) specified herein and to which a shareholder is entitled shall be exercised by a written notice delivered to the Company.------------------------------------------
1. The Company publishes its announcements in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) unless the relevant provisions of law require otherwise. ---------------------
1. Any disputes that may arise in the course of the Company's operations will be resolved by the court having jurisdiction over the Company's registered office.---------------------------------------------

§ 28 Definitions

The following capitalized terms used herein have the meaning assigned to them below: --------------------

1. Best Practice for WSE Listed Companies means a document adopted by the competent authorities of the WSE listing best practices to be followed by WSE-listed companies. --------------
1. Business means business of the Company or any other Capital Group company relating to job advertising services, recruitment services and human resources management services provided to employers and employees, and other types of activities that support an organization in the recruitment, retention and development of employees, including, in particular, business in the form of investment and holding companies and management of investment and holding companies in relation to Capital Group companies carrying on the activities referred to in this definition. -----------------------------------------------------------------------------------------------------------------
1. Competitive Business means the Business conducted (i) directly or indirectly, (ii) through direct or indirect financial or capital interests, (iii) as a shareholder, stockholder, partner, owner, employee, contractor, service provider, advisor or member of corporate bodies, in the territory of Poland, Germany or Ukraine. ---------------------------------------------------------------------------------------
1. Frascati Investments means a company that operates under the business name Frascati Investments sp. z o.o. with its registered office in Warsaw, registered in the register of entrepreneurs under KRS No. 0000905362, Tax Identification No. (NIP): 5272960722.-------------
1. Capital Group means the Company and its subsidiaries. ---------------------------------------------------
1. WSE means the Warsaw Stock Exchange.----------------------------------------------------------------------
1. Investor means TCV Luxco Perogie S.à r.l., established and existing pursuant to the laws of the Grand Duchy of Luxembourg, registered in the Luxembourg Register of Commerce and Companies (RCS Luxembourg) under No. B215552. ---------------------------------------------------------
1. Commercial Companies Code means the Act of September 15, 2000 Commercial Companies Code. ----------------------------------------------------------------------------------------------------------------------
1. Audit Committee means a committee within the Supervisory Board that operates under the terms and for the period specified by the provisions of the Act on Statutory Auditors or other applicable law.-------------------------------------------------------------------------------------------------------------------------
1. Independent Supervisory Board Members means members of the Supervisory Board who satisfy the criteria for being independent arising from such applicable provisions of law, including in particular the Act on Statutory Auditors. -----------------------------------------------------------------------
1. Encumbrance means all encumbrances (whether legal or in trust) and rights of encumbrance, including rights in rem, mortgages, liens, security interests, charges, options, pre-emptive or priority rights, contracts of sale, claims, leases, subleases, rights of use, easements, usufruct rights (and any preliminary or contingent sale agreements or agreements to create any such encumbrances or obligations or to make any disposal) and any rights of usufruct in favor of any governmental or other authority (including for national defense purposes) and other rights available to third parties and any rights and other arrangements having equivalent legal effect.
1. Przemysław Gacek means Przemyslaw Gacek holding PESEL No. 74031200052. -----------------
1. Supervisory Board means the supervisory board of the Company.--------------------------------------
1. Company means Grupa Pracuj spółka akcyjna with its registered office in Warsaw.-----------------
1. Articles of Association means these articles of association of the Company. ------------------------
1. Act on Statutory Auditors means the Act of May 11, 2017 on statutory auditors, audit firms and public supervision.------------------------------------------------------------------------------------------------------
1. Act on Public Offering means the Act of July 29, 2005 on public offering and the conditions governing the introduction of financial instruments into an organised trading system and on public companies.---------------------------------------------------------------------------------------------------------------
1. General Meeting means the general meeting of the Company. -------------------------------------------
1. Management Board means the management board of the Company. ----------------------------------

AI Terminal

Grupa Pracuj S.A.

5636_rns_2025-07-18_cc79ae77-bd8f-46e6-baae-782c451b6778.pdf

ARTICLES OF ASSOCIATION GRUPA PRACUJ SPÓŁKA AKCYJNA WITH ITS REGISTERED OFFICE IN WARSAW (consolidated text)

I. GENERAL PROVISIONS

§ 1

III. SHARE CAPITAL; SHARES

§ 5

§ 5¹

§ 6

IV. THE COMPANY'S FINANCES

V. GOVERNING BODIES

A. GENERAL MEETING

§ 10

§ 12

§ 13

B. SUPERVISORY BOARD § 14

§ 18

§ 19

C. MANAGEMENT BOARD § 22

§ 23

§ 24

§ 25

VI. DISSOLUTION AND LIQUIDATION

§ 26

VII. FINAL PROVISIONS

§ 27

§ 28

Definitions

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Grupa Pracuj S.A.

5636_rns_2025-07-18_cc79ae77-bd8f-46e6-baae-782c451b6778.pdf

ARTICLES OF ASSOCIATION GRUPA PRACUJ SPÓŁKA AKCYJNA WITH ITS REGISTERED OFFICE IN WARSAW (consolidated text)

I. GENERAL PROVISIONS

§ 1

III. SHARE CAPITAL; SHARES

§ 5

§ 51

§ 6

IV. THE COMPANY'S FINANCES

V. GOVERNING BODIES

A. GENERAL MEETING

§ 10

§ 12

§ 13

B. SUPERVISORY BOARD § 14

§ 18

§ 19

C. MANAGEMENT BOARD § 22

§ 23

§ 24

§ 25

VI. DISSOLUTION AND LIQUIDATION

§ 26

VII. FINAL PROVISIONS

§ 27

§ 28

Definitions

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§ 5¹