Amendments to the Articles of Association of Grupa Pracuj S.A.
The District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the National Court Register on July 17, 2025 registered the following amendments to the Articles of Association of Grupa Pracuj S.A adopted based on the resolutions no. 20/2025 and 23/2025 of the Ordinary General Meeting of the Company dated June 16, 2025:
a) § 51 was amended:
"§ 51
- 1. 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").
- 2. 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.
- 3. 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.
- 4. Within the Authorized Capital, the Management Board may issue New Shares only in exchange for cash contributions.
- 5. 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.
- 6. 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:
- a) determine the number of New Shares to be issued within each share capital increase within the limits of the Authorized Capital,
- b) determine the issue price(s) of New Shares and determine the date(s) on which the New Shares will participate in dividend,
- c) set out detailed terms, timeframe and conditions for the issue of New Shares,
- 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,
- 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.)
- 7. 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.
- 8. A Management Board resolution adopted within the limits of the Authorized Capital shall replace a General Meeting resolution on the share capital increase.
- 9. 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."
b) § 4(1) was amended:
- "1. The Company's objects shall be:
- a) PKD 47.69.C – Retail sale of other products related to culture and recreation, not elsewhere classified
- b) PKD 47.40.Z – Retail sale of information and communication technology tools,
- 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."
c) § 15(3) was amended:
"3. 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."
d) § 20(4)(q) was amended:
"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;"
e) in § 20(4), after subsection (z), subsections (za)-(zd) were added:
- "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."
f) § 22(1)(k) was amended:
"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;"