Grupa Pracuj S.A.

Share Issue/Capital Change • Jan 18, 2024

Conclusion of a binding agreement governing the terms of investment inthe Issuer's sharesThe Management Board of Grupa KlepsydraS.A. with its registered office in Łódź ["Company"] announces that on 18January 2024 the Company and Global Funeral Services Sociedad limitadawith its registered office in Barcelona ["Investor"] concluded apreliminary agreement for the acquisition of shares in the Company["Agreement"] which sets out the terms and conditions of the Investor'sinvestment in the Company.

The Agreement is binding. Simultaneously with the Agreement, theInvestor concluded an agreement ["Shareholders' Agreement"] with theCompany's main shareholders, Mr Tomasz Salski and Mr Marek Cichewicz["Shareholders"], governing the mutual rights and obligations of theparties related to the further operation of the Company in connectionwith the conclusion and performance of the Agreement._#160;_#160;

Under the Agreement, the Company and the Investor have agreed inparticular that:

1] the Company's General Meeting shall adopt a resolution on 19 January2024 to increase the share capital by issuing H shares ["Resolution"]and a resolution to appoint one person designated by the Investor to theCompany's Supervisory Board,_#160;

2] the Company shall offer the Investor 3,321,428 [three million, threehundred and twenty-one thousand, four hundred and twenty-eight] series Hordinary bearer shares of the Company at an issue price of PLN 7.01[seven zloty one grosh] per share, representing in aggregate 13.92% ofthe Company's share capital,

3] the Investor shall take up the offered series H shares and pay forthem with a cash contribution in the total amount of PLN 23,283,210.28[twenty-three million, two hundred and eighty-three thousand, twohundred and ten zloty, twenty-eight grosh]; the cash contribution shallbe paid in two tranches:

A] the amount of PLN 14,000,000.00 [fourteen million zloty] shall bepaid into the Company's bank account immediately after the conclusion ofthe Agreement, the adoption of the Resolution and the conclusion of theshare acquisition agreement,

B] the amount of PLN 9,283,210.28 [nine million, two hundred andeighty-three thousand, two hundred and ten zloty, twenty-eight grosh]shall be paid immediately following the dematerialisation of the seriesH shares taken up by the Investor or the registration of the amendmentsto the Company's Articles of Association referred to in [4] below[whichever occurs first].

4] The Management Board of the Company shall immediately convene aGeneral Meeting to adopt a resolution amending the Company's Articles ofAssociation by way of:

A] introduction of the Investor's personal right to appoint 1 [one]Member of the Company's Supervisory Board effective as long as theInvestor holds at least 5% of the Company's shares;

B] modification of the rules for the adoption of certain resolutions bythe Company's Supervisory Board, including the introduction of matterswhich require the consent of the Member of the Supervisory Boardappointed by the Investor,

C] modification of the rules for the adoption of certain resolutions bythe Company's General Meeting, including the introduction of a provisionon qualified majority required to adopt certain resolutions.

The Company further announces that pursuant to the Shareholders'Agreement, the Shareholders and the Investor have agreed, inter alia,that:

1] for a period of 5 [five] years, neither the Shareholders nor theInvestor shall sell the Company's shares [subject to exceptions, i.e.,the right of each party to sell no more than 200,000 [two hundredthousand] shares per year and to sell the shares to a related party witha transfer to that party of the obligation not to sell the Company'sshares and sale of shares with the consent of all other parties to theShareholders' Agreement],

2] they shall comply with the Company's dividend policy providing forthe payment of dividends at 20% of the annual profit, provided that itamounts to at least PLN 2,000,000.00 [in words: two million zloty].

The conclusion of the Agreement by the Company completes the process ofraising funds which will be used for the implementation of the Company'sstrategic objective of becoming a funeral market leader in Polandthrough market consolidation by means of subsequent acquisitions. TheCompany communicated its plans to raise cash and the Company's strategy,inter alia, in ESPI current report No. 8/2023 of 20 June 2023.

The Company provided information on the Investor in ESPI current reportNo. 2/2024 of 15 January 2024.