AI assistant
Grupa Pracuj S.A. Remuneration Information 2026
5636_rns_2026-05-18_e3bf8370-8f0a-47d7-a634-7403389080f6.pdf
Remuneration Information
Open in viewerOpens in your device viewer
Appendix to Resolution no. 9 of the Supervisory Board of Grupa Pracuj S.A. dated 1 April 2026, regarding the approval of the report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year ended 31 December 2025
grupa pracuj
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
This document is a translation from the original Polish version. In case of any discrepancies between the Polish and English versions, the Polish version shall prevail.
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
2
Contents:
- INTRODUCTION ... 3
- DEFINITIONS ... 3
- COMPOSITION OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD DURING THE REPORTING PERIOD ... 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
4.1. MANAGEMENT BOARD ... 4
4.2. SUPERVISORY BOARD ... 7 - COMPLIANCE OF THE DIRECTORS' COMPENSATION WITH THE REMUNERATION POLICY AND ITS CONTRIBUTION TO LONG-TERM PERFORMANCE OBJECTIVES OF THE COMPANY ... 9
- APPLICATION OF THE PERFORMANCE CRITERIA ... 9
- 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 ... 10
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 RESULTS ... 11
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. ... 12 - 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
- OPTION TO RECLAIM VARIABLE REMUNERATION COMPONENTS ... 13
- EXCEPTIONS TO THE REMUNERATION POLICY AND NON-COMPLIANCE THEREWITH ... 13
- RESOLUTION OF THE GENERAL MEETING ON RECEIPT OF THE PREVIOUS REMUNERATION REPORT ... 13
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
3
1. Introduction
In accordance with Article 90g 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 2025, item 592, as amended; the 'Act'), the Supervisory Board of Grupa Pracuj S.A. of Warsaw (the 'Company') has prepared an annual remuneration report (the 'Report').
The Report provides summary of the remuneration and other benefits due to and received by members of the Management Board and the Supervisory Board between 1 January 2025 and 31 December 2025 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 the Company dated 12 November 2021, and remaining in force until 15 June 2025, as amended by the Resolution No. 25 of the Ordinary General Meeting of the Company dated 16 June 2025 (the 'Remuneration Policy').
The Company's Remuneration Policy can be accessed on its corporate website at:
https://ir.grupapracuj.pl/en/corporate-governance/corporate-documents.
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.
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
4
- Composition of the Management Board and the Supervisory Board during the reporting period
Composition of the Management Board in 2025
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 2025
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.
- 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 non-financial 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.
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
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 2025, 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 2025, relating to the achievement of a specified adjusted consolidated operating profit for the Grupa Pracuj S.A. Group, was achieved at 98%. Consequently, subject to approval by the Supervisory Board through an appropriate resolution, bonuses equivalent to 96% of the amounts payable upon full (100%) achievement of the target will be paid to the Management Board members in 2026.
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.
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
^{}[]
Remuneration of members of the Management Board due for 2025 (PLN)
| Surname and first name
Position held | Fixed
Remuneration | Variable Remuneration | | Additional
Benefits | Total
remuneration | Proportion of
Fixed Remuneration
and
Variable Remuneration^{1} |
| --- | --- | --- | --- | --- | --- | --- |
| | | Bonuses | Share-based
payments | | | |
| Przemysław Gacek
President of the
Management Board | 587,212.20 | 224,640.00 | - | 1,731.44 | 813,583.64 | 72% / 28% |
| Gracjan Fiedorowicz
Member of the
Management Board | 699,339.52 | 216,576.00 | 1,208,025.22 | 49,431.25 | 2,173,371.99 | 32% / 68% |
| Rafał Nachyna
Member of the
Management Board | 803,427.25 | 249,984.00 | 1,412,128.46 | 90,447.10 | 2,555,986.81 | 31% / 69% |
1 Determined as the ratio of Fixed Remuneration to Variable Remuneration, and does not include Additional Benefits.
The 2025 remuneration for individual Management Board members includes social security contributions financed by the Company in its capacity as the employer.
In 2025, Management Board members did not receive remuneration from entities within the same group as the Company, defined by the Accounting Act of 29 September 1994 (Dz. U. of 2023, item 120, as amended; the 'Accounting Act').
In 2025, members of the Management Board were paid the gross variable remuneration due for 2024 in the form of a bonus in the following amount:
Przemysław Gacek – PLN 195,500.00
Gracjan Fiedorowicz – PLN 188,232.00
Rafał Nachyna – PLN 217,782.40.
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
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.
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
8
Remuneration of members of the Supervisory Board due for 2025 (PLN)
| Surname and first name
Position held | Fixed Remuneration |
| --- | --- |
| Maciej Noga
Chairman of the Supervisory Board | 170,942.40 |
| Wojciech Stankiewicz
Member of the Supervisory Board;
Member of the Audit Committee | 128,206.80 |
| John Doran
Member of the Supervisory Board | - |
| Przemysław Budkowski
Member of the Supervisory Board;
Member of the Audit Committee | 117,591.90 |
| Agnieszka Słomka-Gołębiowska
Member of the Supervisory Board;
Chairwoman of the Audit Committee | 164,433.72 |
| Miroslaw Stachowicz
Member of the Supervisory Board | 107,490.40 |
| Martina van Hettinga
Member of the Supervisory Board | 113,961.60 |
In 2025, 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 2025 includes social security contributions funded by the Company as the employer.
In 2025, 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.
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
9
- 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 2025.
The Company pays out the remuneration to Management Board and Supervisory Board members in line with the Remuneration Policy. 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.
- 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 and are 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.
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
10
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.
- 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
7.1. Comparison of annual remuneration paid to members of the Management Board and the Supervisory Board, net of share-based payments
| 2021 (PLN) | 2022 (PLN) | 2023 (PLN) | 2024 (PLN) | 2025 (PLN) | |
|---|---|---|---|---|---|
| Total remuneration of members of the Management Board net of share-based payments | 2,120,825.05 | 2,665,277.48 | 2,719,379.56 | 2,624,461.38 | 2,922,788.76 |
| Percentage change over previous year | 31.07% | 25.67% | 2.03% | -3.49% | 11.37% |
| Average number of members of the Management Board | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 |
| Percentage change over previous year | -25.00% | 0.00% | 0.00% | 0.00% | 0.00% |
| Average monthly remuneration of a member of the Management Board | 58,911.81 | 74,035.49 | 75,538.32 | 72,901.71 | 81,188.58 |
| Percentage change over previous year | 74.76% | 25.67% | 2.03% | -3.49% | 11.37% |
| Fixed remuneration of members of the Supervisory Board | 395,307.40 | 558,531.71 | 637,549.79 | 722,109.89 | 802,626.82 |
| Percentage change over previous year | 68.93% | 41.29% | 14.15% | 13.26% | 11.15% |
| Average number of members of the Supervisory Board | 5.40 | 6.00 | 6.92 | 7.00 | 7.00 |
| Percentage change over previous year | 8.00% | 11.11% | 15.33% | 1.16% | 0.00% |
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
^{}[]
| Average monthly remuneration of a member of the Supervisory Board | 6,100.42 | 7,757.38 | 7,677.62 | 8,596.55 | 9,555.08 |
|---|---|---|---|---|---|
| Percentage change over previous year | 56.42% | 27.16% | -1.03% | 11.97% | 11.15% |
7.2. Comparison of the Company's results
| 2021 (PLN thousand) | 2022 (PLN thousand) | 2023 (PLN thousand) | 2024 (PLN thousand) | 2025 (PLN thousand) | |
|---|---|---|---|---|---|
| Revenue from contracts with customers | 398,361 | 477,251 | 469,706 | 490,390 | 519,681 |
| Percentage change over previous year | 65.57% | 19.80% | (1.58%) | 4.40% | 5.97% |
| Net profit | 266,261 | 164,766 | 172,870 | 188,045 | 224,349 |
| Percentage change over previous year | 165.61% | (38.12%) | 4.92% | 8.78% | 19.31% |
7.3. Comparison of the Grupa Pracuj Group's performance
| 2021 (PLN thousand) | 2022 (PLN thousand) | 2023 (PLN thousand) | 2024 (PLN thousand) | 2025 (PLN thousand) | |
|---|---|---|---|---|---|
| Revenue from contracts with customers | 475,113 | 608,549 | 724,398 | 770,015 | 811,232 |
| Percentage change over previous year | 58.74% | 28.09% | 19.04% | 6.30% | 5.35% |
| Net profit | 255,683 | 164,553 | 187,726 | 208,796 | 242,868 |
| Percentage change over previous year | 139.12% | (35.64%) | 14.1% | 11.22% | 16.32% |
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
12
7.4. Comparison of the average remuneration paid to Company Employees who are not members of the Management Board or the Supervisory Board
| 2021 (PLN) | 2022 (PLN) | 2023 (PLN) | 2024 (PLN) | 2025 (PLN) | |
|---|---|---|---|---|---|
| Average monthly salary of Company employees who are not members of the Management Board or the Supervisory Board | 11,534 | 12,214 | 12,992 | 13,908 | 15,199 |
| Percentage change over previous year | 23.57% | 5.90% | 6.37% | 7.05% | 9.28% |
- 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 for years 2025-2027 (the 'Incentive Scheme'), which was established in accordance with the Resolution No. 19/2025 of the Ordinary General Meeting of the Company dated 16 June 2025. The Incentive Scheme will be carried out in three performance periods covering the calendar years 2025, 2026 and 2027, based on the Company's own shares acquired for the purpose of their gratuitous transfer to eligible participants. The shares will be granted free of charge in two tranches – after the end of 2025 and after the end of 2027 – within the timeframes specified in the rules of the Incentive Scheme, subject to the Group achieving the defined financial targets and the participants meeting the conditions of the Incentive Scheme. The vesting period under the Incentive Program lasted from 20 August 2025 to 31 March 2026 for the first tranche, and lasts from 20 August 2025 to 31 March 2028 for the second tranche.
Members of the Management Board who participate in the Incentive Scheme are entitled to receive the following number of the Company's shares, assuming at least 100% achievement of the planned financial result and business objective for the year 2025:
Gracjan Fiedorowicz – 18,506,
Rafał Nachyna – 21,621.
Furthermore, two members of the Management Board, namely Gracjan Fiedorowicz and Rafał Nachyna, were participants in long-term incentive scheme No. 1 (the "Incentive Scheme No. 1"), which was established in accordance with the Resolution No. 3/2021 of the Extraordinary General Meeting of on the Company dated 29 October 2021. The Incentive Scheme No. 1 was carried out in years 2022-2024 and was based on shares issued under the authorization granted to the Management Board to increase the share capital within the authorized share capital ('Bonus Shares').
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
13
The vesting period under Incentive Scheme No. 1 lasted from 1 June 2022 to 31 March 2025. Each participant paid 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 were participants in the Incentive Scheme No. 1 took up the following number of Bonus Shares in 2025:
Gracjan Fiedorowicz – 47,303,
Rafał Nachyna – 55,266.
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 2025, the Company did not demand reimbursement of Variable Remuneration.
10. Exceptions to the Remuneration Policy and non-compliance therewith
In 2025, 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 2024, specifically Resolution No. 7/2025 of the Ordinary General Meeting of the Company, dated 16 June 2025, addressed the evaluation of the remuneration report for Grupa Pracuj S.A. for 2024. 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.
Report on remuneration of members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for year 2025
For and on behalf of the Supervisory Board of Grupa Pracuj S.A.
Maciej Noga
14