Grupa Pracuj S.A.

Remuneration Information • May 20, 2025

Report on remuneration of members of the Management Board and the Supervisory Board

of Grupa Pracuj S.A. for 2024

Contents:

1.	INTRODUCTION 3
2.	DEFINITIONS 3
3.	COMPOSITION OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD DURING THE REPORTING PERIOD 4
4.	TOTAL REMUNERATION FOR MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD, DETAILED BY COMPONENTS, ALONG WITH AN ANALYSIS OF EACH COMPONENT'S PROPORTION TO THE OVERALL REMUNERATION4
	4.1. MANAGEMENT BOARD4 4.2. SUPERVISORY BOARD 7
5.	COMPLIANCE OF THE DIRECTORS' COMPENSATION WITH THE REMUNERATION POLICY AND ITS CONTRIBUTION TO LONG-TERM PERFORMANCE OBJECTIVES OF THE COMPANY9
6.	APPLICATION OF THE PERFORMANCE CRITERIA9
7.	CHANGES (ON AN ANNUAL BASIS) IN REMUNERATION, THE COMPANY'S RESULTS AND AVERAGE REMUNERATION OF THE COMPANY EMPLOYEES WHO ARE NOT MEMBERS OF THE MANAGEMENT BOARD OR THE SUPERVISORY BOARD10
	7.1. COMPARISON OF ANNUAL REMUNERATION PAID TO MEMBERS OF THE MANAGEMENT BOARD, NET OF SHARE-BASED PAYMENTS 10 7.2. COMPARISON OF THE COMPANY'S RESULTS11 7.3. COMPARISON OF THE GRUPA PRACUJ GROUP'S PERFORMANCE 11 7.4. COMPARISON OF THE AVERAGE REMUNERATION PAID TO COMPANY EMPLOYEES WHO ARE NOT MEMBERS OF THE MANAGEMENT BOARD OR THE SUPERVISORY
	BOARD. 11
8.	NUMBER OF FINANCIAL INSTRUMENTS AWARDED OR OFFERED AND THE MAIN CONDITIONS FOR THE EXERCISE OF RIGHTS FROM THESE INSTRUMENTS, INCLUDING THE PRICE AND DATE OF EXERCISE, AND CHANGES THEREOF 12
9.	OPTION TO RECLAIM VARIABLE REMUNERATION COMPONENTS13
10.	EXCEPTIONS TO THE REMUNERATION POLICY AND NON-COMPLIANCE THEREWITH 13
11.	RESOLUTION OF THE GENERAL MEETING ON RECEIPT OF THE PREVIOUS REMUNERATION REPORT 13

1. Introduction

In accordance with Article 90g.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 (Dz. U. of 2022, item 2554, as amended; the 'Act'), the Supervisory Board of Grupa Pracuj S.A. of Warsaw (the 'Company') has prepared an annual remuneration report (the 'Report') detailing the remuneration and other benefits due to and received by members of the Management Board and the Supervisory Board between 1 January 2024 and 31 December 2024 pursuant to the Remuneration Policy for members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. as approved by Resolution No. 4 of the Extraordinary General Meeting of Grupa Pracuj Spółka Akcyjna held on 12 November 2021 (the 'Remuneration Policy').

The Company's Remuneration Policy can be accessed on its corporate website at https://grupapracuj.pl/wpcontent/uploads/2022/04/Polityka-wynagrodze%C5%84-cz%C5%82onk%C3%B3w-Zarz%C4%85du-i-Rady-Nadzorczej-Grupa-Pracuj-S.A..pdf.

All monetary figures disclosed in this Report represent gross amounts in Polish Zlotys (PLN), unless stated otherwise.

2. Definitions

General Meeting – the General Meeting of Grupa Pracuj S.A.;

Supervisory Board – the Supervisory Board of Grupa Pracuj S.A.;

Management Board – the Management Board of Grupa Pracuj S.A.;

Fixed Remuneration – the component of a Management Board member's compensation that is fixed and includes the base salary;

Variable Remuneration – the component of a Management Board member's compensation that is not fixed and may fluctuate in terms of both the possibility of being awarded and the actual amount received;

Legal Basis of Employment – any agreement or arrangement establishing a legal relationship between the Company and a Management Board member. This includes, but is not limited to, employment contracts, management contracts, mandates, appointment resolutions, or any similar legal constructs.

3. Composition of the Management Board and the Supervisory Board during the reporting period

Composition of the Management Board in 2024

Przemysław Gacek, President of the Management Board Gracjan Fiedorowicz, Member of the Management Board Rafał Nachyna, Member of the Management Board.

Composition of the Supervisory Board in 2024

Maciej Noga, Chairman of the Supervisory Board John Doran, Member of the Supervisory Board Wojciech Stankiewicz, Member of the Supervisory Board Przemysław Budkowski, Member of the Supervisory Board Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board Mirosław Stachowicz, Member of the Supervisory Board Martina van Hetting, Member of the Supervisory Board.

4. Total remuneration for members of the Management Board and the Supervisory Board, detailed by components, along with an analysis of each component's proportion to the overall remuneration

4.1. Management Board

Members of the Management Board may be remunerated in accordance with the Legal Basis of Employment. The Supervisory Board establishes the Legal Basis for Employment and the criteria for both fixed and variable components of the remuneration for each member of the Management Board, on an individual basis and in alignment with the Remuneration Policy. This determination may occur via the Legal Basis for Employment or through a distinct resolution, with due regard for the responsibilities assigned to each Management Board member. Irrespective of the nature of the employment relationship between the Company and a member of the Management Board, the latter may receive a cash-based remuneration, comprising both fixed and variable portions. Upon appointing a Management Board member, the Supervisory Board determines the primary components of their remuneration, such as the amounts of Fixed Remuneration and Variable Remuneration, as well as the conditions for aligning Variable Remuneration with financial or nonfinancial performance indicators.

Fixed Remuneration

The Supervisory Board sets the specific amount of Fixed Remuneration for each Management Board member, either within the Legal Basis of Employment or by a distinct resolution.

Variable Remuneration

Management Board members may be awarded Variable Remuneration, contingent on fulfilling designated financial or non-financial performance criteria, in addition to their Fixed Remuneration.

In 2024, the variable remuneration awarded to members of the Management Board comprised:

• a) performance bonuses linked to achieving a financial target, specifically the adjusted consolidated operating profit of the Grupa Pracuj Group, and
• b) entitlements to acquire Company shares under the incentive scheme outlined in section 8 of this Report, predominantly based on financial performance measured by adjusted consolidated EBITDA of the Grupa Pracuj Group.

The financial target set by the Supervisory Board for the Management Board members for 2024, relating to the achievement of a specified adjusted consolidated operating profit for the Grupa Pracuj S.A. Group, was achieved at 96%. Consequently, subject to approval by the Supervisory Board through an appropriate resolution, bonuses equivalent to 92% of the amounts payable upon full (100%) achievement of the target will be paid to the Management Board members in 2025.

Additional Benefits

Management Board members may be eligible for Additional Benefits in both cash and non-cash forms, which include:

• a) the entitlement to use a company car;
• b) cash allowance in lieu of a company car;
• c) the entitlement to fitness membership cards, medical care, and access to a cafeteria system;
• d) the entitlement to additional insurance coverage, which may also extend to their family members;
• e) the entitlement to participate in the Company's pension plans on general terms;
• f) the entitlement to receive benefits from the Company's social benefits fund;
• g) the entitlement to receive remote work allowance for remote work.

Remuneration of members of the Management Board due for 2024 (PLN)

Surname and first name Position held	Fixed Remuneration	Variable Remuneration		Additional Benefits	Total remuneration	Proportion of Fixed Remuneration and Variable Remuneration1
		Bonuses	Share-based payments
Przemysław Gacek President of the Management Board	533,446.20	195,500.00	-	1,291.70	730,237.90	73% / 27%
Gracjan Fiedorowicz Member of the Management Board	662,188.66	188,232.00	1,048,658.55	1,493.58	1,900,572.79	35% / 65%
Rafał Nachyna Member of the Management Board	763,239.81	217,782.40	1,224,847.41	61,287.03	2,267,156.65	35% / 65%

¹ Determined as the ratio of Fixed Remuneration to Variable Remuneration, and does not include Additional Benefits.

The 2024 remuneration for individual Management Board members includes social security contributions financed by the Company in its capacity as the employer.

In 2024, Management Board members did not receive remuneration from entities within the same group as the Company, s defined by the Accounting Act of 29 September 1994 (Dz. U. of 2023, item 120, as amended; the 'Accounting Act').

In 2024, members of the Management Board were paid the gross variable remuneration due for 2023 in the form of a bonus in the following amount:

Przemysław Gacek – PLN 267,750.00 Gracjan Fiedorowicz – PLN 257,796.00 Rafał Nachyna – PLN 298,276.20.

4.2. Supervisory Board

Supervisory Board members are appointed to their roles and are compensated for their services. Remuneration for serving as a member of the Supervisory Board is not contingent upon the Company's financial performance.

Besides cash remuneration, Supervisory Board members may be awarded non-monetary benefits or financial instruments dependent on the Company's performance.

The remuneration for Supervisory Board members is determined by a resolution of the General Meeting. Supervisory Board members may be compensated through a monthly salary or a sitting fee.

Members of the Supervisory Board who also serve on the Audit Committee may receive additional remuneration in the form of a fixed monthly lump sum, as determined by a resolution of the General Meeting.

Remuneration of members of the Supervisory Board due for 2024 (PLN)

Surname and first name Position held	Fixed Remuneration
Maciej Noga Chairman of the Supervisory Board	163,819.80
Wojciech Stankiewicz Member of the Supervisory Board; Member of the Audit Committee	113,961.60
John Doran Member of the Supervisory Board	-
Przemysław Budkowski Member of the Supervisory Board; Member of the Audit Committee	107,414.37
Agnieszka Słomka-Gołębiowska Member of the Supervisory Board; Chairwoman of the Audit Committee	153,197.72
Mirosław Stachowicz Member of the Supervisory Board	84,000.00
Martina van Hettinga Member of the Supervisory Board	99,716.40

In 2024, the members of the Supervisory Board did not receive any Variable Remuneration or Additional Benefits; therefore, the Fixed Remuneration accounted for 100% of the total remuneration payable to the Supervisory Board members.

The remuneration of individual members of the Supervisory Board in 2024 includes social security contributions funded by the Company as the employer.

In 2024, the members of the Supervisory Board did not receive remuneration from entities belonging to the same group as the Company, within the meaning of the Accounting Act.

5. Compliance of the directors' compensation with the Remuneration Policy and its contribution to long-term performance objectives of the Company

This Report presents a summary of salaries and all other benefits received by members of the Management Board and the Supervisory Board, due or paid to them in 2024.

Since its adoption, the Company has complied with the Remuneration Policy, disbursing executive remuneration to Management Board and Supervisory Board members in line with the policy's terms. The remuneration was all-encompassing, limited to the components outlined in the Remuneration Policy, distributed according to the policy's guidelines, in the exact amount, paid pursuant to the Legal Basis of Employment, and based on pre-established criteria. The Remuneration Policy incorporates criteria that aim to balance the incentives for individual members of the Management Board with the accomplishment of objectives and strategies, with a specific focus on the Company's interests.

Variable remuneration components based on predetermined criteria, including participation in long-term incentive schemes and performance measured over annual periods, aim to motivate management and align their interests with those of the Company over the long term. This approach ensures stability in leadership, as it attracts and retains executives with the necessary experience and expertise to drive the Company's continued growth and success. Additionally, transparent remuneration principles enhance the Company's reputation among shareholders and potential investors, while also contributing to the growth in the value of the Company shares, and having a favourable impact on the Company's reputation.

6. Application of the performance criteria

The Remuneration Policy mandates that members of the Management Board are paid Fixed Remuneration for their position and work based on the scope of their responsibilities, and the remuneration is not linked to any criteria related to their performance or assessment.

Performance criteria are determined for variable components of compensation for members of the Management Board. Such criteria were also used before the Remuneration Policy came into effect and were based on the achievement of a certain consolidated financial result by the Grupa Pracuj Group.

The criteria and rules for payment of Variable Remuneration are determined each time by resolution of the Supervisory Board. The Supervisory Board sets the performance target for the upcoming financial year when a member of the Management Board becomes eligible for Variable Remuneration.

The maximum ratio of Variable Remuneration awarded in a given financial year to Fixed Remuneration due for the same financial year should not exceed 5:1. The proportion of Variable Remuneration may be increased if Management Board members are granted or exercise entitlements to acquire subscription warrants that allow them to acquire Company shares, or if they are granted entitlements to acquire Company shares under a multi-year incentive scheme introduced by a separate resolution of the General Meeting. Additionally, the proportion may be increased if they are entitled to participate in an incentive scheme that allows for the payment of cash remuneration directly linked to the financial results of the Company, the Group, or the segment for which the Management Board member is responsible. In such a case, the proportion of Fixed Remuneration and Variable Remuneration for a financial year will be adjusted to reflect the Company's or Grupa Pracuj Group's financial results, the attainment of market, performance, or loyalty objectives, as well as the increase in the value of the Company shares as instruments listed on the WSE, during the period.

7. Changes (on an annual basis) in remuneration, the Company's results and average remuneration of the Company employees who are not members of the Management Board or the Supervisory Board

	2020 (PLN thousand)	2021 (PLN thousand)	2022 (PLN thousand)	2023 (PLN thousand)	2024 (PLN thousand)
Gacek Przemysław	393,482	572,165.00	827,261.18	801,962.58	730,237.90
Percentage change over previous year		45.41%	44.58%	(3.06%)	(8.94%)
Fiedorowicz Gracjan	515,087	711,837.33	853,673.49	893,244.84	851,914.24
Percentage change over previous year		38.20%	19.93%	4.64%	(4.63%)
Nachyna Rafał	589,485	836,822.72	984,342.81	1,024,172.14	1,042,309.24
Percentage change over previous year		41.96%	17.63%	4.05%	1.77%

7.1. Comparison of annual remuneration paid to members of the Management Board, net of share-based payments

7.2. Comparison of the Company's results

	2020 (PLN thousand)	2021 (PLN thousand)	2022 (PLN thousand)	2023 (PLN thousand)	2024 (PLN thousand)
Revenue from contracts with customers	240,604	398,361	477,251	469,706	490,390
Percentage change over previous year		65.57%	19.80%	(1.58%)	4.40%
Net profit	100,245	266,261	164,766	172,870	188,045
Percentage change over previous year		165.61%	(38.12%)	4.92%	8.78%

7.3. Comparison of the Grupa Pracuj Group's performance

	2020 (PLN thousand)	2021 (PLN thousand)	2022 (PLN thousand)	2023 (PLN thousand)	2024 (PLN thousand)
Revenue from contracts with customers	299,308	475,113	608,549	724,398	770,015
Percentage change over previous year		58.74%	28.09%	19.04%	6.30%
Net profit	106,928	255,683	164,553	187,726	208,796
Percentage change over previous year		139.12%	(35.64%)	14.1%	11.22%

7.4. Comparison of the average remuneration paid to Company Employees who are not members of the Management Board or the Supervisory Board.

	2020 (PLN thousand)	2021 (PLN thousand)	2022 (PLN thousand)	2023 (PLN thousand)	2024 (PLN thousand)
Average monthly salary of Company employees who are not members of the Management Board or the Supervisory Board	9,334	11,534	12,214	12,992	13,908
Percentage change over previous year		23.57%	5.90%	6.37%	7.05%

8. Number of financial instruments awarded or offered and the main conditions for the exercise of rights from these instruments, including the price and date of exercise, and changes thereof

Two members of the Management Board, namely Gracjan Fiedorowicz and Rafał Nachyna, are participants in long-term incentive scheme No. 1 (the 'Incentive Scheme'). The scheme was established in accordance with Resolution No. 3/2021 of the Extraordinary General Meeting of Grupa Pracuj S.A. held on 29 October 2021. The Incentive Scheme is based on shares issued under the authorization granted to the Management Board to increase the share capital within the authorized share capital ('Bonus Shares').

The Incentive Scheme was in effect from 2022 to 2024. A participant's entitlement to receive Bonus Shares will become conditionally vested at the close of each calendar year throughout the duration of the Incentive Scheme, contingent upon meeting the conditions specified by the Management Board:

• delivery of a specific financial result in a given performance period (proportion 80%),
• delivery of a specific business objective in a given performance period (20%).

Each participant will pay the issue price per Bonus Share determined as:

• a PLN-equivalent of 33% of the final price per share in the retail tranche of the initial public offering, rounded down to the nearest grosz (PLN 1/100), or
• the par value per share, that is PLN 5.00.

Members of the Management Board who are participants in the Incentive Scheme were entitled to receive the following number of Bonus Shares for 2024, subject to achieving at least 100% of the target financial result and business objective: Gracjan Fiedorowicz – 25,969, Rafał Nachyna – 30,046.

Given the partial achievement (96%) of the financial target set for 2024, the Management Board members listed above will be entitled to receive the following number of Bonus Shares for 2024:

Gracjan Fiedorowicz – 23,892,

Rafał Nachyna – 27,642.

The reduction in the cost of the Incentive Scheme resulting from the decreased number of Bonus Shares to which the Management Board members listed above will be entitled will be recognised appropriately in the Company's statement of comprehensive income for the three months ended 31 March 2025.

9. Option to reclaim variable remuneration components

The Remuneration Policy provides that, in instances where Variable Remuneration is awarded to Management Board members, the guidelines for its allocation may incorporate clauses enabling the Company to seek reimbursement of said Variable Remuneration. In 2024, the Company did not demand reimbursement of Variable Remuneration.

10. Exceptions to the Remuneration Policy and non-compliance therewith

In 2024, there were no deviations from the procedure for implementing and applying the provisions of the Remuneration Policy.

11. Resolution of the General Meeting on receipt of the previous remuneration report

The advisory resolution concerning the remuneration report for the Management Board and Supervisory Board members for the year 2023, specifically Resolution No. 7/2024 of the Annual General Meeting of the Company, dated 18 June 2024, addressed the evaluation of the remuneration report for Grupa Pracuj S.A. for 2023. The resolution offered a favourable assessment of the report and did not raise any further observations or recommendations. Therefore, no additional measures were deemed necessary for its implementation.

For and on behalf of the Supervisory Board of Grupa Pracuj S.A.

__________________________________ Maciej Noga