05.01.2023 · 1/2023

Receipt of information on the intention of free of charge transfer of part of Company’s shares held by certain shareholders

Legal basis: Art. 17 section 1 of MAR – inside information

Content of the report:

Grupa Pracuj S.A. (the “Company”) informs that on January 05, 2023 received from some of the shareholders concerned the letter informing about the intention taken on January 04, 2023 individually by each of the following shareholders of the Company: (i) Przemysław Gacek, (ii) Maciej Noga, (iii) Gracjan Fiedorowicz, (iv) Rafał Nachyna, (v) Oksana Świerczyńska and (vi) Paweł Leks (the “Shareholders”) regarding free of charge transfer of part of the stake of existing ordinary bearer shares issued by the Company and listed on the regulated market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) held by each of them (the “Shares”) (the “Letter”). According to the Letter, the Shareholders intend to transfer 341,325 Shares in total to the group of 18 members of the senior management of the Company and companies from Company’s capital Group (the “Group”), selected by them, in recognition of the contribution of each of these persons to the development of the Company and the Group and their activities, and for motivational purposes.

As stated in the Letter:

-             Przemysław Gacek intends to transfer 272,274 Shares in total;

-             Maciej Noga intends to transfer 43,778 Shares in total;

-             Gracjan Fiedorowicz intends to transfer 3,947 Shares in total;

-             Rafał Nachyna intends to transfer 3,705 Shares in total;

-             Oksana Świerczyńska intends to transfer 9,989 Shares in total;

-             Paweł Leks intends to transfer 7.632 Shares in total.

The Shareholders informed in the Letter that each person receiving Shares will receive Shares free of charge based on donation agreement concluded by the given person and the Shareholders, whereas the transfer of title to Shares being subject of the donation to the securities account of each person receiving Shares is planned by the end of January 2023.

Additionally, in the Letter the Shareholders indicated that each person receiving Shares shall undertake towards the Shareholders that within the period of 6 months following the receipt of Shares by that person (the “Lock-Up Period”) will not offer, sell, encumber or otherwise dispose of, or publicly announce the offer, sale, encumbrance or disposal or the intention to undertake such actions or undertake actions aiming at or which may result in the offer, sale, encumbrance or disposal of received Shares, except for:

-             sale of Shares in response to: (i) the tender offer for subscription for sale or exchange of shares of the Company, (ii) invitation to submit sale offers for Company’s shares or (iii) exchange offer, in each case addressed to all shareholders of the Company and covering all shares in the Company;

-             merger of the Company with another company as acquiring company;

-             sale of Shares for the benefit of an entity controlled by the given person receiving Shares, provided that such an entity shall undertake the commitment identical in substance, covering the period from the date of the acquisition of Shares until the lapse of Lock-Up Period, inclusive;

-             sale by the given person receiving Shares before the lapse of the Lock-Up Period of such number of Shares that will represent not more than 25% of Shares received by the given person.

The Company will inform about received notifications pursuant to Article 19 section 1 of MAR within the timeframes provided by the applicable provisions of law.