Adoption by the Management Board of the resolution on the further increase of the share capital within the limits of the authorized capital
The Management Board of Grupa Pracuj S.A. with its registered office in Warsaw (“Company”) informs that on April 02, 2025, based on the authority granted to it, adopted the resolution on the further increase of the share capital of the Company within the authorized capital, to implement Incentive Scheme No. 1 (defined below). The share capital will be increased within the authorized capital from PLN 341,325,130.00 by an amount not less than PLN 5.00 and not more than PLN 4,961,200.00, through the issuance of not less than 1 and not more than 992,240 series D shares, with a nominal value of PLN 5.00 each ("Series D Shares"), i.e., to an amount not less than PLN 341,325,135.00 and not more than PLN 346,286,330.00.
Series D Shares are issued to implement the Incentive Scheme 1 established based on the resolution no. 3/2021 of the Extraordinary Shareholders Meeting of October 29, 2021 on determining the principles of the incentive scheme no. 1 for key persons employed in the Company’s Capital Group, amended by resolution no. 20/2022 of the Ordinary Shareholders Meeting of June 22, 2022 on introducing changes to the incentive scheme no. 1 for key persons employed in the Company’s Capital Group (“Incentive Scheme No. 1”).
The Management Board of the Company, with the approval of the Supervisory Board expressed in resolution No. 10 dated March 26, 2025, decided to waive in whole the pre-emptive rights of all existing shareholders of the Company in respect of all Series D Shares. The Management Board determined that it is in the Company’s interest to waive preemptive rights to Series D Shares, as the Incentive Scheme No. 1 was designed to (i) ensure that persons key to the development of the Company’s Capital Group participate in the expected increase in the value of the Company and the Company’s Capital Group, and (ii) strengthen the ties linking eligible persons to the Company’s Capital Group.
Series D Shares will participate in dividends in accordance with the following rules:
- Series D Shares registered in the securities account for the first time not later than on the dividend date set by the Company's Ordinary Shareholders Meeting will participate in the profit for the previous financial year, i.e. from 1 January 2024;
- Series D Shares registered in the securities account for the first time after the dividend date set by the Company's Ordinary Shareholders Meeting will participate in the profit starting from the profit for the current financial year, i.e. from 1 January 2025.
The final amount of the Company’s share capital increase will be determined after eligible participants of the Incentive Scheme No. 1 have taken up and paid for Series D Shares.
Once the increase of the share capital through the issue of Series D Shares is registered in the business register of the National Court Register, Series D Shares will be subject of an application for admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange.
The text of the Management Board’s resolution is attached to this current report.
Detailed legal basis:
§ 5 item 9 in connection with § 14 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757).