Report 11/2024

With reference to the current report no. 4/2024 dated 20 May 2024 the Management Board of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company" or "Grupa Pracuj") informs that on November 04, 2024 the Company entered into an investment agreement with Mr Andriy Borovyk, Mr Artur Mikhno, KEUS Holdings Limited ("KEUS") and KUPR Holdings Limited ("KUPR"), based on which Grupa Pracuj will acquire from Mr Andriy Borovyk:

a) indirectly 29.4% of the shares in Ukrainian company Gravitatciya-U TOV (“Gravitatciya-U”), currently holding 33% of the shares in Robota International TOV (Robota.ua) and 67% of the shares in Work Ukraine TOV (Work.ua),

b) directly 29.4% of shares in Cypriot company GVT Ltd (“GVT”), currently holding 33% of shares in Snowless Global Ltd and 67% of shares in WorkIP Ltd.

for the total purchase price not exceeding USD 7.65 million (the “Investment Agreement”) (the “Transaction”).

As of the date of this report, Grupa Pracuj directly holds 67% of the shares in Robota International TOV and Snowless Global Ltd and 33% of the shares in Work Ukraine TOV and WorkIP Ltd.

If the Transaction is finalized, the total shareholding of Grupa Pracuj (directly and indirectly) in Robota International TOV will increase to 76.7% (including 67.0% directly), whereas in Work Ukraine TOV to 52.7% (including 33.0% directly). The Transaction will not result in taking control over Work Ukraine TOV (despite increase of indirect shareholding). It will also have no impact on the way both businesses are run and will not change the existing approach for consolidating financial results.

The Investment Agreement sets forth both the detailed steps required to implement the Transaction, as well as the conditions precedent for its execution. Upon their fulfillment, the relevant share purchase agreements will be executed and new shareholders' agreements between the Company, Artur Mikhno, KEUS and KUPR regarding Gravitatciya-U and GVT concluded. At the same time existing shareholders' agreements will be amended.

The Investment Agreement contains representations and warranties regarding companies covered by the Transaction and mechanisms to protect the interests of shareholders. These include inter alia rules regarding functioning Ukrainian and Cypriot companies and their bodies, ensuring the right of information, as well as restrictions on the disposal of shares.

The Company will report on further material events related to the Transaction in relevant current reports.