259400KV9G7ARDY89677

is document is a translation of the original document written in Polish. In case of any discrepancies,

doubts, or interpretation issues, the Polish version shall prevail and be considered binding.

Statement of the Management Board of the PragmaGO S.A. Group on the reliability of the

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

REPORT OF THE MANAGEMENT BOARD U ON THE ACTIVITIES OF

PragmaGO S.A. FOR THE PERIOD FROM JANUARY 1, 2024 TO

DECEMBER 31, 2024

REPORT OF THE MANAGEMENT BOARD ON THE OPERATIONS OF PragmaGO S.A. FOR THE PERIOD FROM

JANUARY 1, 2024 TO DECEMBER 31, 2024 ...................................................................................................................... 0

1. Description of PragmaGO S.A.'s core business and business model. ........................................................ 2

1.1. Group structure ................................................................................................................................................... 2

1.2. Changes in capital ties ...................................................................................................................................... 3

2. PragmaGO S.A.'s operations and results in 2024 ............................................................................................ 4

2.1. Characteristics of the structure of assets and equity and liabilities of the separate statement of

financial position ................................................................................................................................................................ 5

2.2. Key financial performance indicators related to the entity's operations............................................. 10

2.3. Intangible resources and their importance for the Entity's business model ...................................... 11

2.4. Activities of branches ....................................................................................................................................... 12

2.5. Sureties and guarantees given to related parties ..................................................................................... 12

3. Key developments in 2024 and beyond ........................................................................................................... 12

3.1. Information on court proceedings ................................................................................................................. 17

3.2. Achievements in research and development ............................................................................................. 17

4. Development strategy ........................................................................................................................................... 17

4.1. Factors determining the further development of the Unit ..................................................................... 18

4.2. Assessment of the possibility of implementation of investment intentions, including capital

investments, compared to the amount of funds held, taking into account possible changes in the

structure of financing of this activity .......................................................................................................................... 19

5. Equity and financing of the entity's operations .............................................................................................. 19

5.1. Shares and shareholding ................................................................................................................................. 19

5.1.1 Share capital ......................................................................................................................................................... 19

5.1.2 Shareholding structure ..................................................................................................................................... 20

5.1.3 Changes in capital levels and shareholder structure ................................................................................. 21

5.1.4 Treasury shares ................................................................................................................................................... 21

5.2. Issuances of securities .................................................................................................................................... 22

5.2.1 Changes in the structure of the Unit's bondholders ................................................................................. 22

5.2.2. Implementation of financial liability forecasts .......................................................................................... 22

6. Prospects and risks and threats ........................................................................................................................ 23

6.1. Business market and market position .................................................................................................... 23

6.2. Risk factors and threats ............................................................................................................................. 23

6.3. The impact of the conflict in Ukraine on the Unit's operations ....................................................... 26

7. Statement on the application of corporate governance ............................................................................. 27

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

7.1. Corporate governance principles and scope of application ............................................................. 27

7.2. Internal control system .............................................................................................................................. 27

7.3. General Assembly ........................................................................................................................................ 28

7.4. Governing Body ............................................................................................................................................ 28

7.5. Supervisory Authority ................................................................................................................................. 29

7.6. Selection of an audit firm .......................................................................................................................... 32

7.7. Statute ............................................................................................................................................................ 33

7.8. Information on diversity in the Management Board and Supervisory Board ............................... 33

8. Position of the Company's Management Board regarding the possibility of realization of previously

published result forecasts for a given year in the light of the results presented in the report in the

quarterly report in relation to the forecast results .................................................................................................. 34

1. Description of PragmaGO S.A.'s core business and business model.

PragmaGO S.A. is the parent company of the PragmaGO Group. PragmaGO S.A. provides financial services

to small, medium and enterprises to manage liquidity and growth

● PragmaGO S.A.

PragmaGO S.A. provides comprehensive digital factoring and financing services for micro, small and

medium-sized enterprises. Under digital factoring, the customer can select a specific solution fully online.

During the process, he can adjust the parameters of the agreement to his needs, learn about and approve

the pricing terms. Thus, he can start using factoring from anywhere and at any time - in a 24/7/365 model.

Under classic factoring, it finances all or most of its client's turnover by buying back unmatured receivables.

Simplified factoring, on the other hand, allows clients to selectively use factoring to finance their turnover

by indicating individual receivables for redemption by the factor. Export factoring is also available for clients

in both variants. PragmaGO S.A. provides full and partial (with recourse) factoring services. The factoring

receivables are secured by insurance of transactions in specialized insurance companies, guarantees

received from BGK and mortgage entries. Services dedicated to micro and small businesses are micro

factoring and receivables buy-back services.

In the lending segment, PragmaGO S.A. provides financial services to entrepreneurs by financing their

purchases and liabilities in a deferred payment model (BNPL B2B) and by implementing revenue-based

financing (Revenue-Based Financing). These products are implemented primarily in the embedded finance

formula, i.e., embedding financial products in the ecosystems of partner companies.

1.1. Group structure

As of December 31, 2024, the Group consists of:

● PragmaGO S.A. as the Parent Company,

● Telecredit IFN SA, based in Bucharest, as a Subsidiary,

● Monevia Sp. z o.o., based in Bydgoszcz, as a Subsidiary,

● PragmaGO.TECH Sp. z o.o., based in Krakow, Poland, as a Subsidiary,

● BRUTTO Sp. z o.o., headquartered in Warsaw, as a Subsidiary.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

As of December 31, 2024, the Parent Company held:

● In BRUTTO Sp. z o.o. 2,924 shares with a nominal value of PLN 100 each, which constitutes 100% of

the shares in BRUTTO Sp. z o.o.

● In PragmaGO.TECH Sp. z o.o. 520 shares with a nominal value of PLN 50 each, representing 100%

of shares in PragmaGO.TECH Sp. z o.o.

● In the company Monevia Sp. z o.o. 17,000 shares with a nominal value of PLN 500 each, representing

100% of the shares of Monevia Sp. z o.o.

● 2,719,439 shares in Telecredit IFN SA with a par value of RON 1 each, representing 89% of the

Company's shares.

PragmaGO, as the parent company, prepares consolidated financial statements with which it covers all

subsidiaries using the full method.

Transactions and balances with related parties are detailed within Note 23 of the Separate and Consolidated

Financial Statements. All transactions with related parties were carried out on a non-arm's length basis.

1.2. Changes in capital ties

There were no mergers during the reporting period covered by this report. There were the following changes

in the Group's structure:

● Effective February 5, 2024, the Entity took control of the Subsidiary Monevia Sp. z o.o., acquiring

100% of the shares,

● Effective December 5, 2024, the Entity took control of the Subsidiary Telecredit IFN SA, acquiring

89% of the shares.

Changes in capital ties in 2024 are described in Section I.2. of the Consolidated Financial Statements.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

2. PragmaGO S.A.'s operations and results in 2024

In 2024, PragmaGO's total turnover (nominal value of financed receivables) was PLN 2.3 billion (up 22.0% on

the 2023 figure), of which PLN 1,719.2 million was attributable to factoring (up 11.9%) and PLN 526.7 million

to loans (up 69.2% on the 2023 figure)

In terms of assets, factoring and loan receivables hold the largest share. The portfolio of factoring and loan

receivables accounts for 82.2% of the value of assets as of December 31, 2024 (86.0% at the end of

December 2023). The receivables portfolio is characterized by high liquidity generated PLN 2,136 million of

payments in 2024, which accounts for 572.3% of the average value of the portfolio on an annual basis and

581.6% of the net financial debt balance as of December 31, 2024. Cash and unused overdraft lines as of

December 31, 2024 amounted to PLN 47.2 million (PLN 35.3 million a year earlier, respectively)

Unit revenues in the period from January 1 to December 31, 2024 amounted PLN 102.5 million, 31.4% higher

than those generated in 2023

The following are the results of entities whose shares the entity acquired during 2024. The results of

Monevia consolidated are for the period from February to December 2024, while the results of Telecredit

included in the consolidation are for December 2024.

The value of revenues and net income of the subsidiary Monevia:

Data in thousand PLN

For the period from the

acquisition of control

to the balance sheet

date

01.01.2024-31.12.2024

(unaudited)

Revenue

9 637

10 421

Net result

1 590

1 673

The value of revenues and net income of the subsidiary Telecredit IFN SA:

Data in thousand PLN

For the period from the

acquisition of control

to the balance sheet

date

01.01.2024-31.12.2024

(unaudited)

Revenue

1 484

14 908

Net result

275

5 574

Due to extensive development activities (including work to start operations outside Poland) as well as an

increase in the scale of operations, operating expenses also recorded an increase (+12.2% year-on-year, so

it was a much smaller increase than in the case of revenues), however, despite the visible effect of operating

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

leverage, the ratio of operating expenses to revenues in the period from January 1 to December 31, 2024

improved: from 41.9% to 35.8%.

Profit on sales for the 12 months of 2024 amounted to PLN 65.8 million, up 46.9% year-on-year. The increase

in profit on sales translated into a significant 50.3% increase in operating profit, which for 2024 amounted

to. PLN 47.1 million. Net profit earned from January 1 to December 31, 2024 was PLN 7.8 million, compared

to PLN 6.6 million net profit in 2023.

2.1. Characteristics of the structure of assets and equity and liabilities of the

separate statement of financial position

Asset structure

The most significant component of the balance sheet total on the asset side is factoring and loan

receivables, together accounting for 82.2% of assets as of December 31, 2024 (86.0% share as of December

31, 2023). The Company's current assets significantly exceed current liabilities; current assets account for

78.9% of total assets as of December 31, 2024 (84.6% share as of December 31, 2023). At the end of 2024,

a significant increase in the share of loans in the balance sheet total can still be observed from 41.0% to

46.6% (y/y) due to an increase in the number of customers and financings under products such as

PragmaPay, Business Loan and Revenue Advance, while the share of factoring declined from 45.0% as of

December 31, 2023 to 35.6% at the end of December 2024.

Separate statement of financial position as at - structure of share of assets

Specification

Share of total assets Dynamics of change

31.12.2024 31.12.2023 31.12.2024

FIXED ASSETS

21.1%

15.4%

101.6%

CURRENT ASSETS

78.9%

84.6%

37.2%

Including current and non-current assets combined:

Factoring

35.6%

45.0%

16.4%

Loans

46.6%

41.0%

67.1%

Dynamics of changes in PragmaGO's net portfolio:

Net portfolio value in [million PLN]

31.12.2020

31.12.2021

31.12.2022

31.12.2023

31.12.2024

PragmaGO

75.8

139.0

213.8

310.2

436.1

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

Growth dynamics

PragmaGO 31.12.2020 31.12.2021 31.12.2022 31.12.2023 31.12.2024

Active customers

2 325

8 518

13 241

16 664

20 753

Amount of financing

(thousand PLN)

617 754 908 336 1 312 334 1 658 003 1 981 927

Amount of receivables

(thousands of PLN)

683 960 1 002 554 1 458 387 1 853 873 2 255 892

Number of financed invoices

/transport (thousands)

57 98 208 372 481

Receivables/customer in

thousands of PLN

294 118 110 111 109

Share of non-performing portfolio (stage 3, overdue >90 days)

The share of the non-Performing Portfolio (NPL) in the total net portfolio is stable in the range of 6-7.5%. At

the end of 31/12/2024, the share had fallen to 6.1% due to a portfolio sale transaction.

Net portfolio NPL level

31.12.2020

31.12.2021

31.12.2022

31.12.2023

31.12.2024

Share [%]

6.0%

7.0%

7.3%

6.1%

Focus

The entity is not significantly dependent on any customer or debtor. No debtor or customer has a material

individual exposure that exceeds a 5% share of the total net receivables portfolio. The diversified structure

of the portfolio mitigates the risk associated with the insolvency of individual counterparties.

Concentration of TOP10 debtors as a percentage of net portfolio

Position

31.12.2024

31.12.2023

TOTAL

10,4%

10,6%

5000

10000

15000

20000

25000

500000

1000000

1500000

2000000

2500000

2016 2017 2018 2019 2020 2021 2022 2023 2024

Change in the number of customers and financings

granted

Amount of funding [kpln] Amount due [kpln] Active customers

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

2,0%

1,6%

1,3%

1,4%

1,1%

1,4%

1,0%

1,1%

1,0%

0,9%

0,8%

0,7%

0,5%

0,7%

TOP10 customer concentration as a percentage of net portfolio

Position

31.12.2024

31.12.2023

TOTAL

12.5%

12.8%

3.4%

2.1%

1.3%

1.9%

1.3%

1.9%

1.3%

1.4%

1.0%

1.1%

1.0%

0.8%

1.0%

0.8%

1.0%

0.8%

0.7%

0.8%

0.7%

Portfolio structure by industry

As of December 31, 2024, the largest share of receivables by debtor sector is held by retail trade (28.1%),

whose share increased compared to the previous year (26.1%). The share of wholesale trade fell slightly from

the previous year from 9.1% (2023) to 8.1% as of the end of 2024. The share of the transportation sector

decreased from 14.3% to 9.1%, as did the construction sector - 6.5% compared to 8.7% at the end of 2023.

Structure of debtors and customers by industry

Debtor sector

Industry

31.12.2024

31.12.2023

Retail

28.1%

26.1%

Other

34.2%

26.8%

Wholesale trade

8.1%

9.1%

Transport

9.1%

14.3%

Construction

6.5%

8.7%

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

Service

2.9%

2.2%

Food

5.0%

5.7%

Motor vehicle trade

3.2%

2.9%

Agro

1.2%

1.3%

Metal

1.7%

2.9%

Customer sector

Industry

31.12.2024

31.12.2023

Retail

30.0%

25.0%

Other

31.8%

29.2%

Wholesale trade

11.0%

12.8%

Transport

7.6%

12.9%

Construction

7.2%

9.2%

Service

2.8%

1.9%

Food

3.6%

3.4%

Motor vehicle trade

3.8%

3.4%

Metal

1.9%

Other production

0.3%

On the customer side, the most significant share of the net portfolio at the end of 2024 is held by retail,

unchanged from last year. A significant share exceeding 10% of the commitment is held by wholesale trade

at 11.0%.

Structure of debtors and clients by net portfolio by legal form

A growing and most significant share of the portfolio structure can be observed within the framework of

clients operating as sole traders. As in the case of customers, the dominant group of debtors are sole

proprietorships, whose share of the portfolio increased from 49.7% to 51.1%.

Customer structure

Legal form

31.12.2024

31.12.2023

Sole trader

51.1%

49.7%

Limited liability company

34.8%

38.3%

Joint stock company

2.0%

2.1%

Partnership

3.2%

2.8%

Limited partnership

3.7%

2.1%

General Partnership

1.2%

2.1%

Other

4.0%

2.9%

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

Structure of debtors

Legal form

31.12.2024

31.12.2023

Sole trader

45.7%

43.2%

Limited liability company

35.7%

39.3%

Joint stock company

8.2%

6.1%

Partnership

3.2%

2.8%

Limited partnership

2.8%

3.0%

General Partnership

1.1%

2.1%

Other

1.8%

3.5%

A description of the structure of investments in financial assets held by the Entity is also included in Note 8

of the separate and consolidated annual financial statements.

Structure of liabilities

Separate statement of financial position as at - structure of capital and liabilities share

Specification

Share in total equity and liabilities Dynamics of change

31.12.2024

31.12.2023

(restated)

31.12.2024

EQUITY

26.3%

31.5%

23.2%

LONG-TERM LIABILITIES

50.5%

52.1%

45.0%

SHORT-TERM LIABILITIES

23.2%

21.8%

96.8%

Including short-term and long

term liabilities together:

70.0% 59.8%

95.0%

Liabilities from loans and

borrowings

10.3% 8.2% 25.0%

Bonds liabilities 59.7%

51.6%

70.0%

In total, net financial debt amounts to PLN 367 million and represents 263% of equity; with debt covenants

under the terms of bond issues and bank loan agreements at 400%.

The structure of debt financing as of December 31, 2024 is diversified (15 series of bonds, loans from three

domestic banks, loans from a foreign bank - the EBRD - and other loans from domestic legal entities and

individuals) and at the same time very stable: 71.2% of net financial debt is long-term (at the end of 2023 it

was 79.4%).

Information on contracts for loans and advances

Information on financing agreements is provided within Note 13 of the notes to the Consolidated and

Separate Financial Statements.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

2.2. Key financial performance indicators related to the Company's operations

Asset turnover

34.6% of the working portfolio at the end of 2024 had a maturity of 29 days or less, and 56.0% had a maturity

of 89 days or less (44.7% and 66.8%, respectively, a year ago). The weighted average maturity of the portfolio

at the end of December 2024 was 111 days (103 days a year earlier) and increased due to an increase in the

share of the loan portfolio with a longer tenor. The key asset turnover ratio increased from 210% for loans to

225%, and decreased for factoring from 1010% to 964%.

Rotation of key assets (standalone data -

PragmaGO S.A.).

01.01.2024

31.12.2024

01.01.2023

31.12.2023

Value of assets at the beginning of the

period, including:

310 239

214 632

a. loans

147 831

78 490

b. factoring

162 408

136 142

Outflows for financial assets including:

(2 255 892)

(1 853 873)

a. loans

(536 697)

(317 190)

b. factoring

(1 719 195)

(1 536 683)

Proceeds from financial assets including:

2 135 667

1 746 160

a. loans

440 823

237 794

b. factoring

1 694 844

1 508 366

Adjustments for change in expected credit

losses provisions

8 888

(12 106)

a. loans

6 380

(10 055)

b. factoring

2 508

(2 051)

Decreases due to sale of receivables

(3 262)

a. loans

(3 091)

b. factoring

(171)

Value of assets at the end of the period,

including:

436 090

310 239

a. loans

246 994

147 831

b. factoring

189 096

162 408

Rotation % ratio during the period, including*:

572%

665%

a. loans

223%

210%

b. factoring

964%

1 010%

* The turnover rate is calculated as the ratio of the proceeds of an asset, to the arithmetic average of the beginning and end of the

period for the asset.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

Profitability indicators

01.01.2024

31.12.2024

01.01.2023

31.12.2023

(restated data)*

ROA

1.8%

2.1%

ROE

5.6%

5.8%

ROS

7.7%

8.4%

The return on equity ratio decreased from 5.8% to 5.6% compared to 2023 on the back of a 19.6% increase

in net income while equity increased by 23.2%. Return on assets at the end of December 2024 stood at 1.8%,

down 0.3% from 2023, due to the acquisition of control of Monevia and Telecredit, there was a significant

increase in total assets under shares. Profitability on sales was 7.7%, down 0.7% from the profitability in 2023.

The growth rate of operating expenses was 12.2% compared to the rate of revenue growth of 31.4%

Liquidity and debt ratios

Liquidity ratios

31.12.2024

31.12.2023

Current liquidity

3.4

4.9

Net debt ratio

263%

197%

The liquidity ratio declined from 4.9 to 3.4 in 2023 on the back of a near doubling of current liabilities relative

to a 37.2% change in current assets. Current assets are mainly factoring receivables and loans. The factoring

portfolio is characterized by high liquidity and rapid turnover.

The entity, in line with its strategy, continues to increase its leverage, so that the share of financial liabilities

increases to 70.3% of total assets, compared to 64.5% as of Dec. 31, 2023, while at the same time the share

of equity decreased from 31.5% to 26.3%. The increase in external financing is carried out while maintaining

the permissible ratio of net debt to equity at 400%, which was 262.8% as of December 31, 2024.

The entity is not in a situation that could result in difficulties in meeting its obligations, as evidenced by the

excess of current assets over current liabilities, the share of long-term debt and equity in the sources of

financing, and the high liquidity of the portfolio, cash generated from it. As of the balance sheet date, there

are no there are significant risks in this area, possible risks associated with the management of financial

resources are minimized by appropriate diversification of financing sources and adjusting the timing of

repayment of financial liabilities incurred.

Liquidity aspects are presented more extensively in Note 20 to the separate annual financial statements.

2.3. Intangible resources and their importance for the Company's business model

The key intangible assets are IT systems for handling operations - the most significant one owned by the

entity o the NAVI CRM enterprise-class system, along with numerous integrations via API with Partners' IT

environments. NAVI CRM is a proprietary internally developed system by PragmaGO subsidiary

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

PragmaGO.Tech, which is currently responsible for its expansion with new functionalities and ongoing

maintenance. The system is comprehensively responsible for handling operational activities related to

customer financing - from submission of financing applications, processing of applications, granting of

financing, invoicing and billing.

In addition, as part of the technical integrations, PragmaGO provides financial services to partners'

ecosystems, so that the partner's counterparties can use these services through the partner. The embeded

finance channel allows access to a large group of new customers who have not previously used factoring

or financial services from the non-banking sector. It ultimately allows transactions to be carried out with

lower operating costs and risks. PragmaGO also has dedicated tools for network and industry brokers

allowing the broker to initiate the sales process in Navi Pragma, as well as a broker panel that exchanges

data with Navi Pragma in real time (the broker has the ability to, among other things, monitor the processing

of applications submitted by the broker). The broker's panel also has the ability to integrate with internal

programs of network brokers.

The Entity's strategy is to expand in digital distribution channels, which will require the development of IT

system functionality so that the solutions offered meet the latest trends and market needs. When

developing a system distribution channel, each time the Company connects its services to a partner's

system, it must adapt the software to its requirements. Entering new market niches (new customers, new

products) is also associated with the need to adapt customer credit scoring systems to new needs. This

means that the Company's development in the chosen direction, the provision of digitized financial services,

will require continuous investment in software development, implementation and upgrades.

2.4. Branch activities

The company has no branches.

2.5. Sureties and guarantees given to related parties

Information in this regard can be found in Note 19 of the separate annual financial statements.

3. Key developments in 2024 and beyond

On January 11, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on issuing and setting

final terms and conditions for the issue of series C2 bonds under the Fourth Public Bond Issue with a total

nominal value of PLN 25 million. (current report 1/2024)

On January 30, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.

119/2024 on the admission to exchange trading on the primary market of 250,000 series C2 bearer bonds

issued by PragmaGO S.A. with a total nominal value of PLN 25 million (current report No. 6/2024)

On February 1, 2024, the National Securities Depository S.A. issued a statement that it had entered into an

agreement with the Entity to register with the securities depository, i.e. 250,000 series C2 bearer bonds with

a total nominal value of PLN 25 million. (Current report no. 7/2024)

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

On February 5, 2024, the Entity (as the Buyer) entered into an agreement with Monevia International société

responsabilité limitée, a limited liability company under Luxembourg law with its registered office in

Luxembourg (as the Seller) for the purchase of shares in the share capital of Monevia sp. z o.o. with its

registered office in Bydgoszcz ("Monevia"), based on which PragmaGO acquired 17,000 shares representing

100% of the share capital in Monevia for a total price of PLN 11.1 million. The transfer of the Shares to the

Issuer took place upon the crediting of the Seller's bank account with the amount of 10.1 million representing

part of the price payable on the date of the Sale Agreement. Details of the transaction are described in Note

7 of the Separate Financial Statements. (current report 9/2024)

On February 7, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.

151/2024 to list 250,000 series C2 bearer bonds issued by the Parent Company PragmaGO S.A. with a total

value of PLN 25 million as of February 9, 2024 on the main market (current report 10/2024)

On March 6, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on issuing and setting final

terms and conditions for the issuance of series C3 bonds with a total face value of PLN 25 million. (current

report 12/2024)

On March 20, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on issuing and setting

terms and conditions for the issuance of EUR1 series bonds with a total face value of EUR 3.5 million.

(Current report 14/2024)

On March 28, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.

432/2024 on the admission to exchange trading on the primary market of 250,000 series C3 bearer bonds

issued by PragmaGO S.A. with a total nominal value of PLN 25 million (Current Report No. 18/2024)

On April 3, 2024, the National Securities Depository S.A. issued a statement that it had entered into an

agreement with the Entity to register in the securities depository i.e. 250,000 series C3 bearer bonds with a

total nominal value of PLN 25 million. (Current report no. 19/2024)

On April 9, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No. 477/2024

to list 250,000 series C3 bearer bonds issued by PragmaGO S.A. with a total nominal value of PLN 25 million

as of April 11, 2024. (current report 20/2024)

On April 22, 2024, the National Securities Depository S.A. issued a statement that it had entered into an

agreement with the Entity to register with the securities depository, i.e. 35,000 EUR1 series bearer bonds

with a total nominal value of EUR3.5 million. (Current report no. 25/2024)

On April 29, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No. 555/2024

on the admission to the alternative trading system on Catalyst of 35,000 EUR1 series bearer bonds issued

by PragmaGO S.A. with a total nominal value of EUR 3.5 million. (Current report no. 26/2024)

On June 2, 2024, the Board of Directors of PragmaGO S.A. adopted a resolution on establishing the Fifth

Public Bond Issuance Program. The Issuer will be authorized to issue and carry out public offerings of bonds

with a total nominal value of PLN 500 million under the Program. (Current report no. 29/2024)

On June 11, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on the issue of series C4

bonds under the Fourth Public Bond Issue with a total nominal value of PLN 30 million. (Current report no.

30/2024)

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

On June 11, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on the early redemption of

part of the series B2 bonds. The early redemption covers part of the series B2 bonds, i.e. 100,000 (one

hundred thousand) units with a total nominal value of PLN 10 million. The bonds will be redeemed for

cancellation. (Current report no. 32/2024)

On July 2, 2024, the Management Board of the Warsaw Stock Exchange passed Resolution No. 861/2024

on the admission to trading on the primary market of 300,000 series C4 bearer bonds with a total face value

of PLN 30 million, issued by PragmaGO S.A. (Current report no. 35/2024)

On July 9, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on the early redemption of

100,000 series B2 bonds as of July 19, 2024, with a total face value of PLN 10 million. The bonds were

redeemed for cancellation. (Current report no. 38/2024)

On July 11, 2024, the Board of Directors of PragmaGO S.A. passed a resolution to issue Series C5 bonds

under the Fourth Public Bond Issue with a total nominal value of PLN 35 million. (Current report no. 39/2024)

On July 26, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on the early redemption of

250,000 series B3 bonds as of July 7, 2024, with a total face value of PLN 25 million. The bonds were

redeemed for cancellation. (Current report no. 42/2024)

On July 31, 2024, the entity signed Annex No. 1 to the overdraft agreement with SGB-Bank Joint Stock

Company, the term of the loan was changed and the amount of the loan was increased from PLN 15 million

to PLN 40 million.

On August 5, 2024, the Board of Directors of the Warsaw Stock Exchange passed Resolution No. 1010/2024

on the admission to exchange trading on the primary market of 350,000 series C5 bearer bonds with a total

face value of PLN 35 million, issued by PragmaGO S.A. (Current report no. 45/2024)

On August 8, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.

1018/2024 to list 350,000 series C5 bearer bonds with a total face value of PLN 35 million issued by

PragmaGO S.A. on the primary market. The bonds are listed in the continuous trading system under the

abbreviated name "PRF0727". (Current report no. 47/2024)

On August 14, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on the issuance of series

C6 bonds under the Fourth Public Bond Issue with a total nominal value of PLN 30 million. (Current report

no. 48/2024)

On September 6, 2024, the Management Board of the Warsaw Stock Exchange passed Resolution No.

1104/2024 on the admission to exchange trading on the primary market of 300,000 series C6 bearer bonds

with a total face value of PLN 30 million, issued by PragmaGO S.A. (Current report no. 53/2024)

On September 11, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on the early redemption

of 200,000 series B4 bonds as of September 23, 2024, with a total face value of PLN 20 million. The bonds

were redeemed for cancellation. (Current report no. 55/2024).

On September 12, 2024, the Board of Directors of PragmaGO S.A. announced the listing of series C6 bonds

with a total face value of PLN 30 million, effective September 13, 2024. (Current report no. 56/2024)

On September 18, 2024, the Financial Supervisory Commission issued a decision to approve the registration

document, the offering document for the Unit's secured bonds and the offering document for the Unit's

unsecured bonds issued under the Company's Fifth Public Bond Issuance Program ("V PEO"). The approved

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

documents will be the basis for conducting public offerings of bonds issued by the Entity under the V PEO

with an aggregate face value of no more than PLN 500 million. (Current Report No. 59/2024)

On September 19, 2024, the Entity (as Buyer) entered into an agreement with RC2 (Cyprus) Limited, a limited

liability company under Cypriot law with its registered office in Nicosia (Cyprus), and Ms. Elisa Rusu (as

Sellers) with the participation of Cayman Islands-based Reconstruction Capital II Limited (as Guarantor) for

the sale of shares in the share capital of Telecredit IFN S.A. headquartered in Bucharest, Romania, pursuant

to which the Entity will acquire 2,719,439 shares representing 89% of the share capital in Telecredit for a

total price of EUR 5,785,000.00, with the proviso that the price may be increased to a maximum amount of

EUR 6,230,000.00, provided that Telecredit's financial results for 2025 show a net profit as specified in the

Sale Agreement. The transfer of ownership of the Shares to the Issuer and the payment of the price for the

Shares is conditional and will take place upon the cumulative fulfillment of the conditions precedent

indicated in the Sale Agreement, in particular, such as obtaining approvals of the relevant Romanian

supervisory authorities for the effective acquisition of the Shares (if required by law) and determining the

terms of further cooperation with Telecredit's stakeholders regarding Telecredit's financing model.

Confirmation of the fulfillment of the conditions precedent is expected in the second half of October 2024.

(Current Report No. 60/2024)

On October 21, 2024, the Board of Directors of PragmaGO S.A. passed a resolution on the issuance of series

D1EUR bonds under the Fifth Public Bond Issue with a total nominal value of EUR 5 million. (Current report

no. 63/2024)

On November 5, 2024, the entity signed Annex No. 9 to the revolving credit agreement with mBank Joint

Stock Company, the term of the loan was changed.

On November 14, 2024, the Board of Directors of the Warsaw Stock Exchange adopted Resolution No.

1439/2024 on the admission of 50,000 series D1EUR bearer bonds issued by PragmaGO S.A. with a total

nominal value of EUR 5 million to trading on the main market. (Current report no. 66/2024)

On November 19, 2024, the National Securities Depository S.A. issued a statement that it had entered into

an agreement with the Entity for the registration with the securities depository of i.e. 50,000 series D1EUR

bearer bonds with a total nominal value of EUR 5 million. (Current report no. 67/2024)

On November 25, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.

1481/2024 to list 50,000 series D1EUR bearer bonds with a total nominal value of €5 million issued by

PragmaGO S.A. on the main market. The bonds are listed in the continuous trading system under the

abbreviated name "PRF0228". (Current Report No. 69/2024)

On December 2, 2024, the Extraordinary General Meeting of Shareholders passed a resolution on increasing

the Entity's share capital through the issuance of series K shares and on depriving existing shareholders of

all preemptive rights to all series K shares. In accordance with Resolution No. 3 of the Extraordinary General

Meeting of Shareholders, dated December 2, 2024, the Entity's share capital is increased by PLN

1,180,129.00 to PLN 8,071,170.00 through the issuance of 1,180,129.00 series K shares with a nominal value

of PLN 1 each. The Issuer intends to use the funds obtained by way of the price for the shares in the

increased share capital to acquire 89% of shares in Telecredit IFN S.A., based in Bucharest, Romania, as part

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

of the transaction reported by the Issuer in current report No. 60/2024 dated September 19, 2024 (current

report No. 70/2024)

On December 3, 2024, the Board of Directors of PragmaGO S.A. adopted a resolution to issue Series D2

Bonds under the Fifth Public Bond Issue. The total face value of the Bonds will be PLN 30 million, and if the

Entity's Board decides to increase the number of Bonds in the offering - PLN 35 million. (Current report no.

71/2024)

On December 5, 2024, the conditions precedent for the Issuer's acquisition of 2,719,439 shares in the share

capital of Telecredit IFN S.A., headquartered in Bucharest (Romania), representing 89% of the share capital

in Telecredit, based on the sales agreement concluded on 19.09.2024, between the Issuer (as Buyer), RC2

(Cyprus) Limited, a limited liability company under Cypriot law with its registered office in Nicosia (Cyprus)

and Ms. Elisa Rusu (as Sellers) and Reconstruction Capital II Limited, Cayman Islands (as Guarantor). In

connection with the fulfillment of the conditions precedent to the Transaction, the Issuer unconditionally

acquired 2,719,439 shares of Telecredit, with a nominal value of LEI 1 each, representing 89% of the share

capital of Telecredit and 89% of the total number of votes of Telecredit for a total sale price of EUR 5,785,000.

(Current report no. 73/2024)

On December 27, 2024, the Board of Directors of the Warsaw Stock Exchange passed Resolution No.

1678/2024 on the admission to exchange trading on the primary market of 350,000 series D2 bearer bonds

with a total face value of PLN 35 million, issued by PragmaGO S.A. (Current report no. 77/2024)

On January 8, 2025, the Management Board of the Warsaw Stock Exchange adopted Resolution No.

22/2025 to list 350,000 series D2 bearer bonds with a nominal value of PLN 100 each, issued by PragmaGO

S.A., as of January 10, 2025, on the primary market. (current report no. 2/2025)

On January 9, 2025, the District Court of Katowice-East in Katowice registered an increase in the share

capital of PragmaGO S.A. by PLN 1,180,129.00. The Issuer's share capital was increased through the issuance

of 1,180,129 series K bearer shares. After the registration of the increase, the Company's share capital

amounts to PLN 8,071,170.00 and is divided into 8,071,170 shares with a nominal value of PLN 1.00 per share.

(Current report no. 3/2025)

On January 31, 2025. PragmaGO S.A. was removed from the MIP registry, in which it was disclosed under

the number MIP157/2022. The removal from the MIP registry took place at the Unit's request. (Current report

no. 7/2025)

On March 20, 2025, the Entity's Board of Directors adopted a resolution to issue and set the final terms of

the Series D3 Bonds. The total nominal value of the Bonds will be 40 million zlotys, and, if the Board of

Directors decides to increase the number of Bonds in the offering, 50 million zlotys. The issue price of the

Bonds is equal to the nominal value. (Current report no. 9/2025)

The Management Board of PragmaGO S.A. announced that on March 20, 2025. entered into an agreement

with CK Legal Chabasiewicz Kowalska i Wspólnicy Spółka Komandytowo - Akcyjna, seated in Krakow ("Pledge

Administrator") acting as a pledge administrator on its own behalf, but for the benefit of bondholders entitled

under the series D3 bonds issued by the Issuer as part of the Fifth Public Bond Issuance Program ("Series

D3 Bonds"), a registered pledge agreement on a set of variable rights (the "Set Pledge Agreement") and a

registered pledge agreement on receivables from a bank account (the "Account Pledge Agreement"), to

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

secure the receivables of bondholders entitled under the Series D3 Bonds. The registered pledge on a set

of floating rights, which is the subject of the Account Pledge Agreement, will be established up to the

highest security amount of PLN 60 million. (Current report no. 10/2025)

On April 4, 2025, the Board of Directors of PragmaGO S.A. passed a resolution to determine the final number

of Series D3 Bonds offered under the Program at 500,000 Bonds with a total nominal value of PLN 50 million.

(Current report no. 12/2025)

On April 12, 2025, the Board of Directors of PragmaGO S.A. announced that it had completed the subscription

for the series D3 secured bearer bonds issued pursuant to the Board's resolution of March 20, 2025. (Current

report no. 13/2025)

On April 11, 2025, the Management Board of the Warsaw Stock Exchange passed Resolution No. 518/2025

on the admission to exchange trading on the primary market of 500,000 series D3 bearer bonds with a total

face value of PLN 50 million, issued by PragmaGO S.A. (Current report no. 15/2025)

On April 24, 2025, the Management Board of the Warsaw Stock Exchange passed Resolution No. 547/2025

on the admission to exchange trading on the primary market of 500,000 series D3 bearer bonds with a total

face value of PLN 50 million, issued by PragmaGO S.A. (Current report no. 20/2025)

3.1. Information on court proceedings

The company is involved in a number of court proceedings relating to its core business

(i.e., for payment of receivables arising from loans and factoring). None of these are material to the

Company's operations.

3.2. Achievements in research and development

The entity did not conduct research and development activities during the reporting period.

4. Development strategy

According to the Entity's Board of Directors set out in the framework of the implemented strategy for 2023-

2027, PragmaGO mainly focuses its resources on:

● Technology to optimize products, processes and customer experience,

● Provide a wide range of products and channels to reach broad customer groups and generate synergies

between products and channels,

● Development in the Embedded Finance segment (system distribution), which is expected to grow the

fastest in the prospective micro and small business financing market,

● Managing the customer experience by offering an increasingly higher CX (Customer Experience) based

on customer insights, segmented product and process approaches,

● International expansion as a source of building scale, as well as increasing the value of the offer to Polish

customers,

● Analyze data to personalize customer offerings and improve organizational efficiency,

● Improving risk assessment based on the quantity and quality of data on micro and small entrepreneurs

from partner channels that is unavailable to competitors,

● Increasing automation in operational and risk assessment processes,

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

● Diversify funding sources across multiple dimensions (such as geography, segment, instrument, model).

An important event in the Company's life was the signing of an agreement to acquire a majority stake in

Bucharest-based Telecredit IFN SA (brand name Omnicredit), a key step in the scope of the Group's

international expansion strategy. Telecredit is the Romanian market leader in digital factoring for the small

and medium-sized enterprise sector. This is PragmaGO's first foreign investment, which is expected to

ensure further dynamic growth of the factoring business, while allowing the embedded finance segment to

be built on in Romania. The very strong performance of the acquired company will strengthen the Group's

income statement and consolidated balance sheet.

Sustainable development strategy

In 2025, the Unit developed and published the tenets of its ESG Strategy, which is an extension of a key

area of its overall mission that focuses on providing micro and small entrepreneurs with equal access to

capital. ESG activities support this goal by offering simple and easily accessible financial products that

minimize the financial and administrative barriers faced by small businesses.

The ESG strategy clarifies PragmaGO's vision by targeting innovative financial solutions (like embedded

finance) to increase access to capital for entities that do not find services for themselves in the traditional

financial system or have limited access to it due to a lack of knowledge, resources and data to go through

the typical lending process.

Integrating the ESG strategy with PragmaGO's mission and vision enables PragmaGO to achieve its business

goals in a responsible and sustainable manner, benefiting both the company and its stakeholders. By

focusing on equal access to the financial system and closing the financing gap, PragmaGO supports the

development of micro and small businesses in the CEE region.

4.1. Factors determining the Company's further development

The entity intends to continue with its current business model, focusing on further growth and strategic

goals. In particular, it plans to continue its expansion into new foreign markets, which is one of its key

strategic priorities. The Company's performance in future periods is determined by a number of both internal

and external factors. The macroeconomic situation in Poland translates into demand for financing for small

and medium-sized enterprises. In a period of economic growth, companies are seeking capital for

expansion, new technologies and production development. Higher turnover in the B2B sector is also

increasing demand for financing in the form of BNPL "Buy now - Pay later" loans and MCA - seller financing.

Monetary policy decisions on interest rates in Poland affect the attractiveness of the financial services

provided. At the same time, the level of interest rates has a bearing on the cost of external capital for

financing current operations. The future economic and geopolitical situation also affects the financial

condition of companies and thus their ability to service their financial obligations on time. In addition,

existing bank and non-bank competition and their offerings in terms of financial products offered will affect

the retention of existing customers and the acquisition of new ones.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

A factor that affects any type of business is changes in legislation relating to a particular market. Further

development of the Entity may be affected by new legal regulations on taxes, payment turnover in Poland,

including in particular factoring turnover. The Entity's Management Board is currently not aware of any

significant plans for legislative changes concerning the market in which it operates, but it cannot rule out

that such changes will occur in the next 12 months.

The unit, in line with the implemented strategy, is strengthening the position of its brand in the Polish market

and plans to capitalize on the potential for growth in the Romanian market through the acquisition of

Telecredit. An important internal component of the strategy is the continued automation and optimization

of internal processes. Quick and accurate identification of customers' needs, with particular emphasis on

the partner channel, followed by the creation and implementation of products, tools and processes to

support partners' business activities, based on modern online solutions, will be key to the Group's further

development, its competitive position and the profitability achieved.

In accordance with the developed and implemented strategy of the Unit and the Group, we expect to

maintain the positive trend of results in the following periods due to the following factors:

● there is ample room for further growth in scale understood as the value of the portfolio and,

consequently, revenues,

● The start of cooperation with Przelewy24, the market leader in payment gateways in Poland, will

allow further growth of the portfolio in the Merchant Cash Advance loan segment,

● operating costs should grow at a significantly slower rate, and the increase will mainly be in variable

costs (directly related to revenues) rather than fixed costs,

● Costs of risk should decrease in relation to revenues generated due to further optimization of

scoring models,

● there is a systematic reduction in the average cost of debt financing of the Unit.

4.2. Assessment of the possibility of implementation of investment intentions,

including capital investments, compared to the amount of funds held, taking

into account possible changes in the structure of financing of this activity

Assessment of the feasibility of planned investment projects is carried out in the context of available

financial resources and possible changes in the financing structure of these activities. The entity also

analyzes the needs for refinancing of liabilities, covering current operating costs, acquisitions of entities

operating in the financial industry, and development of technological infrastructure and financial services

for business customers.

5. Capital and financing of operations Company

5.1. Shares and shareholding

5.1.1 Share capital

As of December 31, 2024, the Company's share capital amounted to PLN 6,891,041.00, divided into 6,891,041

shares with a par value of PLN 1 each, and remained unchanged from the end of the previous reporting

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

period ended December 31, 2023. 703,000 series A registered shares are preferred as to voting so that each

share has 2 votes; the remaining series B through J shares are not preferred and each share has 1 vote. The

total number of votes from all issued shares of the Issuer is 7,594 thousand.

After the balance sheet date, on January 9, 2025, an increase in the entity's capital was registered by issuing

1,180,129 series K shares. As of the date of approval of this report, the share capital amounts to PLN 8,071,170

and is divided into 8,071,170 shares with a nominal value of PLN 1.

5.1.2 Shareholding structure

PragmaGO S.A.'s largest shareholder is Polish Enterprise Funds SCA, which, as of December 31, 2024, held

6,891,041 shares, giving it 92.48% of the share capital and 93.18% of the total number of votes.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

The largest shareholders of

the Unit as of 31.12.2024

and 31.12.2023

Number of

(in

thousands)

Number of

votes

(in

thousands)

Nominal

value of

(PLN)

Value of

shares held

(in

thousands

of PLN)

Share in the

share capital

votes in

the

total

number

Polish Enterprise Funds SCA 6 373 7 076 1,00 6 373 92.5% 93.2%

NPL NOVA S.A. 447 447 1,00 447 6.5% 5.9%

Others 71 71 1,00 71 1.0% 0.9%

TOTAL:

6 891

7 594

6 891

100.0%

Shares held by management and supervisory personnel are presented in the annual separate financial

statements within Note 23.

Members of the Board of Directors do not hold stock options in the Unit.

Members of the Entity's Supervisory Board do not directly hold shares or stock options in the Parent

Company.

5.1.3 Changes in capital levels and shareholder structure

After the balance sheet date, on January 9, 2025, a share capital increase was registered through the

issuance of 1,180,129 series K shares. The shares were subscribed by:

● 1,095,800 units. Polish Enterprise Funds SCA,

● 76,818 units. NPL NOVA S.A.,

● 7,511 units by other minority shareholders.

The ownership structure as of the approval of this report is as follows:

The Unit's largest

shareholders

Number of

(in

thousands)

Number of

votes

(in

thousands)

Nominal

value of

(PLN)

Value of

shares held

(in

thousands

of PLN)

Share in the

share capital

votes in

the

total

number

Polish Enterprise Funds SCA

7 469

8 172

1,00

7 469

92.5%

93.1%

NPL NOVA S.A.

524

1,00

524

6.5%

6.0%

Others

1,00

1.0%

0.9%

TOTAL:

8 071

8 774

8 071

100.0%

5.1. 4. Treasury shares

During the reporting period, PragmaGO S.A. did not purchase any treasury shares. The balance of treasury

shares held by the Entity at the beginning of the reporting period amounted to PLN 467,866.05 (27,440

shares) and had not changed by the date of publication of this report.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

5.2. Issuances of securities

The company has been an issuer of bonds listed on the Catalyst market since 2011, among others. The entity

meets its obligations under the bonds in a timely manner, in particular, it pays the interest coupon on the

bonds in a timely manner and redeems the bonds at maturity.

As of 2011 till 31.12.2024, the entity has issued a total of 35 series of bonds with a nominal value of PLN

587.6 million and 2 series of bonds in euro with a value of EUR 8.5 million.

22 series of bonds with a total value of PLN 303.8 million (until December 31, 2024) were repaid on time or

ahead of schedule in cash, without rollover. As of the balance sheet date, PragmaGO SA's total bond debt is

PLN 283.8 million and EUR 8.5 million.

PragmaGO S.A. has paid its bond investors more than PLN 84.5 million in interest and premium by December

31, 2024.

For information on bonds issued, bonds and redemptions, including early redemptions during the reporting

period, see Note 14 to the separate annual financial statements.

5.2.1 Changes in the structure of the Unit's bondholders

The Unit's bonds are listed on the Catalyst market, which means that their purchase and sale on the

secondary market is free. This can lead to regular changes in the structure of bondholders as a result of

transactions by investors.

5.2.2. Realization of forecasts of financial liabilities

In accordance with the requirements of Article 35 (1b) of the Bond Law of January 15, 2015. (Journal of Laws

2024, item 708), the Issuing Entity provided an explanation between projections of financial liabilities and

the actual level of liabilities within Note 30 of the Notes to the Separate Financial Statements.

100

120

140

160

180

200

2011 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

PragmaGO S.A. bond issuances

Issue value PLN [million] Issue value EUR [million].

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

6. Prospects, risks and threats

6.1. Business market and market position

The Company's primary geographic market is Poland. PragmaGO is strengthening its position among

factories in Poland. Its goal is to become a leader among non-bank factors. The entity has targeted its

factoring offer to the SME sector, which shows a high demand for business financing sources alternative to

banks. In addition, the Company has been steadily developing its lending offer, making financing available

to business customers, including mainly embedded finance. Specialized know-how, a high level of equity

and the ability to apply financial leverage, combined with marketing activities aimed at strengthening brand

recognition and identifying the features of the Company's offering, will result in an increase in the customer

portfolio, the value of financed receivables and financial results in future periods.

6.2. Risk factors and threats

6.2.1. Credit risk

Credit risk is the risk of incurring a financial loss when a customer or the other party to a financial instrument

fails to meet its contractual obligations. The credit risk to which PragmaGO is exposed is primarily related to

its financing in the form of factoring and loans, and to a lesser extent to trade receivables.

With factoring services, the risk of debtor bankruptcy is mitigated by a recourse claim to the factor. In

addition, in order to mitigate this risk, the Entity has built a diversified portfolio of debtors, which is

additionally monitored. The Unit's receivables collateral policy includes: receivables insurance, in-kind

collateral in the form of mortgages and third-party sureties, which provide the Unit with independent

sources of repayment of factoring receivables.

Loans are a financial instrument with a higher credit risk than factoring, they are granted for longer periods

than factoring and most of them are not secured in kind, but thanks to deep integration with partners who

offer the Unit's products in their ecosystems, the Unit obtains unique data on potential customers so it can

actively manage the risk in question. The risk of debtor bankruptcy is mitigated by adjusting loan limits to

assess the borrower's credit risk and monitoring financial data on a monthly basis. In addition, Merchant

Cash Advance/Revenue Based Financing products have integrated repayment sources in the form of

assignment of cash flows as collateral and automatic daily deduction instructions.

The entity is not dependent on any customer and does not work with a customer with whom transactions

would account for 10% of assets. Given the level of diversification of the customer portfolio, the risk of losing

a key customer is not significant for the Company. Also, the structure of the portfolio by debtors does not

show a share exceeding 10% of assets. The Company's sales are dominated by sales to domestic entities.

The Company, due to the nature of its business, is not dependent on any one supplier.

As part of the Issuer's credit risk management, write-downs are created for short- and long-term financial

assets, including individual write-downs that have been found to be impaired and statistical write-downs

(for expected losses) established for receivables that have not yet been found to be impaired - a description

of the methodology used is included in Section IV.9 Significant Accounting Policies within the introduction

to the separate financial statements.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

Credit risk is minimized by increasing portfolio diversification and reducing the size of unit exposures.

Nevertheless, this risk is significant for the Company.

6.2.2. Market risk

Market risk is the fact that changes in market prices, such as foreign exchange rates, interest rates will affect

the results of the Entity or the value of financial instruments held. The objective of market risk management

is to maintain and control the Entity's exposure to market risk within accepted parameters, while striving to

optimize the rate of return. A proper interest rate and currency risk management policy was considered one

of the key elements necessary for the successful implementation of PragmaGO S.A.'s growth strategy.

Key market risks include:

● Interest rate risk - the Entity is exposed to the risk of interest rate fluctuations, as it finances a significant

part of its operations with financial instruments (bonds and bank loans), the cost of which is determined

precisely on the basis of market interest rates. The Company's income from its financing services also

depends on the level of market interest rates, since in its contracts with customers the entity reserves the

right to change its remuneration rates in case of changes in market interest rates. Operating in a competitive

market, it may not be possible to quickly and fully pass on the higher costs of its debt financing to higher

remuneration rates for the services it provides.

● Foreign currency risk - The entity operates in the Polish market, Apart from exposures in EUR, the

Company has no significant exposures in other currencies, the risk is managed by monitoring the foreign

currency position of assets and liabilities. The level of risk could increase in the event of possible restrictions

on debt financing in foreign currency.

● Liquidity risk - this risk is low for the Entity so far. The Company has a sufficient level of cash and available

but unused credit limits. This risk may increase in the event of possible temporary difficulties in obtaining

additional debt financing. In such a case, the Entity will be forced to settle its financial obligations by cashing

out its debt portfolio, which, given its liquidity, will be an effective way of settling liabilities but will affect the

Entity's results by reducing the scale of its operations. The Company manages risk by maintaining

appropriate limits on the financial resources available for use.

See Note 20 of the standalone financial statements for a detailed description of risks and how they are

managed.

6.2.3. Liquidity and risk

Liquidity and funding risk is the risk of being unable to meet, at a reasonable price, cash obligations arising

from balance sheet and off-balance sheet items. The Entity is fully capable of settling its obligations, but a

potential deterioration of this situation in the future cannot be ruled out. In addition to its own funds, the

Entity's operations are financed to a significant extent with debt capital in the form of bonds, bank loans

and borrowings and leases.

The entity expects to increase the scale of its operations, in particular by increasing the value of its working

debt portfolio. The increase in the value of the portfolio is associated with the need to raise additional cash,

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

including in the form of interest-bearing debt. With a high level of financial leverage, higher than the current

level, deterioration of debt collection, higher cost of debt service, lower revenues or other negative factors

could quickly cause a significant deterioration of the Entity's financial position. As a result, the Company

may not be able to repay its debt, including bonds issued.

6.2.4. Technology risk

The business model of the Unit and the Group is to expand into digitally delivered financing services. In line

with the Board of Directors' assumptions in the 2023-2026 strategy, PragmaGO is prioritizing its

expenditures on the development of technology to optimize products and processes, the number of

products and distribution channels, with particular emphasis on the Embedded Finance segment (systemic

distribution), data analysis and improvement of risk assessment, and increasing automation of operational

and risk assessment processes. All of these require significant investment in information systems so that

their functionalities and solutions meet the latest trends and market needs. Developing the system

distribution channel in cooperation with Partners, each time the Company connects its services to a

partner's system, it must adapt the software to its requirements. Entering new market niches (new

customers, new products) is also associated with the need to adapt customer credit scoring systems to new

needs. This means that the Unit's development in the chosen direction, the provision of digitized financial

services, will require continuous investment in software development, implementation and upgrades.

6.2.5. Risks associated with system distribution of financial services

One of the key factors determining the implementation of the adopted strategy and, as a result, maintaining

the rapid pace of growth in the coming years is the expansion of sales in the system distribution channel.

The company, as part of its technical integration with partners, provides financial services to their

ecosystems, so that the partner's counterparties can use these PragmaGO services through the partner.

The withdrawal of any of the major partners from the cooperation could negatively affect the growth

dynamics or even cause a decrease in the value of financed receivables across the partner channel and, in

general, negatively affect the results of the Unit. The risk of losing a partner is significantly reduced by the

features of systemic distribution, which is based on deep technical integrations in which partners invest

their own resources and means. This type of distribution has high switching costs and high barriers to entry

for competitors. In addition, the risk of losing key partners is mitigated by the use of appropriate contractual

termination provisions.

The materiality of the risk associated with the systemic distribution of its services is assessed by the Board

as medium. It assesses the probability of materialization of the above risk as low.

6.2.6. Competition risks

In the factoring sector, currently the largest players in the industry operate as bank factors, directing their

offerings primarily to large enterprises. The company has designed its services with the needs and

expectations of micro, small and medium-sized enterprises in mind. In the area of lending, the risk of

competition is significant, especially in the non-banking sector. PragmaGO, as a fintech, has a significant

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

competitive advantage in the loan products it offers, including embedded finance products, in the form of

technological credit risk assessment processes based on automated algorithms and simplification of the

procedure for granting financing through integrations with Partners' platforms, among others. This risk is

moderately significant for the Entity.

6.2.7. Risks of price changes, material disruptions to cash flows to which the Entity is

exposed

The Company is exposed to financial risks, which include the risk of price changes, significant cash flow

disruptions and loss of liquidity. As part of its financial activities, the Company has very little direct exposure

to the risk of prices of raw materials, energy or materials, while indirectly these risks affect customers and

debtors and their financial position, which in turn may translate into the risk of cash flow disruptions. The

entity conducts ongoing monitoring of credit exposures and uses portfolio collateral in the form of

insurance, mortgages and guarantees received. Credit limits are established on the basis of procedures for

assessing the risk of the factor and/or the debtor. Liquidity risk is minimized by ensuring diversified sources

of financing for operations and maintaining an adequate level of available funds for use in the form of credit

limits.

6.2.8. Factors and events, including those of an unusual nature, having a significant

impact on the Separate Annual Financial Statements

Events of an unusual nature did not occur during the reporting period.

6.2.9. Objectives and methods of financial risk management adopted by the Entity,

including methods of hedging significant types of planned transactions for which

accounting is applied

Aspects of financial risk management are described in Notes 20.3 - 20.5 to the separate annual financial

statements.

The entity does not apply hedge accounting.

6.3. The impact of the conflict in Ukraine on the Company's operations

PragmaGO S.A., nor any of the companies in the PragmaGO S.A. Capital Group, does not operate in Ukraine,

or in countries sanctioned by the European Union, i.e. Russia and Belarus, nor has any capital or personal

ties to Russian or Belarusian entities and citizens. The entity has not identified receivables from Ukrainian,

Russian or Belarusian entities among its assets. Given the above, the Entity does not identify the potential

effects of Russia's armed assault on Ukraine as a risk factor directly affecting it.

On the other hand, the entity is aware of the potential negative impact of the consequences of Russia's

attack on Ukraine on the economic situation of Poland and other countries in the region. The effects of the

conflict in question are long-term and may have a negative impact on the assessment of the

creditworthiness of domestic entities, including those financed by the Company, which may indirectly affect

the Company's financial and operating position.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

7. Corporate governance statement

The Management Board of PragmaGO S.A., with a view to ensuring safety, transparency and effective

management of the Unit, is committed to corporate governance. Effective corporate governance is key to

the company's sustainable development and building stakeholder confidence.

Acting in accordance with § 70 (6) (5) of the Decree of the Minister of Finance dated March 29, 2018 on

current and periodic information published by issuers of securities and conditions for recognizing as

equivalent information required by the laws of a non-member state (i.e. Journal of Laws 2018, item 757d),

as amended, the Management Board of PragmaGO S.A. presents a statement on the application of corporate

governance principles in 2024.

Compliance Department

Jednoska has an internal Compliance Department to ensure that the company's operations comply with

laws, industry regulations and internal procedures. Its main objective is to minimize legal, financial and

reputational risks.

Sustainability Report

More details about sustainability at PragmaGO will be available in the Group's 2024 Sustainability Report,

which will be made available on the website.

7.1. Corporate governance principles and scope of application

The Entity is an issuer of bonds on the Catalyst market. At the same time, the Entity is an entity supervised

by the Financial Supervision Commission. The Entity applied its own corporate governance principles

developed based on the recommendations contained within the Corporate Governance Principles for

Supervised Institutions issued by the Financial Supervision Commission, which are available on the KNF

website "Corporate Governance Principles for Supervised Institutions (for all sectors) - Financial Supervision

Commission (knf.gov.pl)" to the extent specified in this statement.

The entity does not apply corporate governance principles beyond the requirements under domestic law.

Given the size of its operations, the scope of application of corporate governance principles was limited. The

entity did not apply the recommendations in terms of §28, §30 "Remuneration Policy" regarding having a

remuneration policy and preparing an evaluation report on the functioning of the remuneration policy.

In addition, the rules set forth in Chapter 9 on the Management of Assets Acquired at Customer Risk are

inadequate for the Unit's operations.

7.2. Internal control system

The Management Board of PragmaGO is responsible for the internal control system and the effectiveness

of its operation. The internal control and risk management system for the process of preparing financial

statements is implemented through established internal procedures for preparing and approving financial

statements.

Financial statements are prepared by the finance and accounting department under the supervision of the

Unit's Chief Accountant, and then reviewed by the Deputy Director of Finance and the Vice President - Chief

Financial Officer, and their final content is approved by the Board of Directors in the form of a resolution.

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

The financial statements approved by the Board of Directors are subject to audit by an auditor selected by

the Unit's Supervisory Board on the recommendation of the Audit Committee.

The entity keeps abreast of changes required by external laws and regulations relating to reporting

requirements and prepares for their implementation well in advance.

7.3. General Assembly Meetings

The General Meetings of PragmaGO are held according to the rules described in the Commercial Companies

Code, the Articles of Association and the Regulations of the General Meeting. The powers of the General

Meeting include, in particular:

a. Reviewing and approving the financial statements and the Management Board's report on the Group's

activities for the past fiscal year;

b. discharging members of the Company's bodies for the performance of their duties;

c. adoption of resolutions on profit distribution or loss coverage;

d. appointment and dismissal of members of the Supervisory Board,

e. increase and decrease of share capital;

f. making amendments to the Articles of Association of the Company;

g. adoption of resolutions on merger, dissolution and liquidation of the Company, appointment of liquidator

or liquidators;

h. adoption of resolutions on the issuance of convertible or priority bonds;

i. giving consent to the sale and lease of an enterprise or an organized part thereof and to the establishment

of a limited right in rem thereon;

j. Determining the rules for remuneration of members of the Supervisory Board;

k. consideration of matters brought by the Supervisory Board and the Management Board, as well as by

shareholders;

l. adopting resolutions on the redemption of shares with the shareholder's consent through their acquisition

by the Company and determining the terms of such redemption;

m. creating reserve capitals and deciding on their use;

n. creation and abolition of special funds.

The Rules of Procedure for the General Meeting are publicly available on the website at

https://inwestor.pragmago.pl/regulamin-walnego-zgromadzenia/.

7.4. Governing Body

The Parent Company's Management Board consists of no less than 1 (one) and no more than 5 (five)

members, including the President of the Management Board. Members of the Management Board are

appointed and dismissed by the Supervisory Board. The term of office of the Management Board is 5 years

and is a joint term of office. The powers of the Management Board are defined by the Company's Articles of

Association and the Regulations of the Management Board issued thereunder, the Commercial Companies

Code and other generally applicable laws. The Management Board is obliged to submit periodic monthly

reports on the Group's activities to the Supervisory Board covering reports on the operating and financial

activities of a given month with a comparison to the Budget and the previous year, prepared in the same

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

layout as the Budget, and to submit periodic monthly reports covering, among other things, production, net

portfolio, key risk parameters, balance sheet and income statement for a given month with a comparison to

the Budget and the previous year, prepared in the same layout as the Budget.

According to the Articles of Association, the Management Board of PragmaGO S.A. consists of 1 to 5 persons,

including the President of the Management Board. Members of the Management Board are appointed and

dismissed by the Supervisory Board.

Members of the Boards of Directors are required to act for the benefit of the companies, being responsible

for their operations and strategic development, while ensuring the efficiency and safety of their operations.

The Board of Directors operates in accordance with the provisions of the Code, the Articles of Association,

the Corporate Governance Principles to the extent adopted by the Group, and the Board of Directors'

Regulations published on the website:

https://inwestor.pragmago.pl/lad-korporacyjny/regulamin-zarzadu/.

The composition of the Board of Directors as of December 31, 2024 was as follows:

CEO

Tomasz Boduszek

Vice President

Jacek Obrocki

Vice President

Danuta Czapeczko

Vice President

Lukasz Ramczewski

In 2024 and after the balance sheet date until the date of this statement, the composition of the Board of

Directors has not changed.

Remuneration and other benefits

Information on the remuneration of Members of the Management Board is included in Note 24 of the Notes

to the Separate and Consolidated Financial Statements.

Compact agreements with managers in the event of termination provide for a paid non-compete period of

6 to 12 months.

The entity has no equity-based incentive or bonus programs.

7.5. Supervisory Board

Members of the Supervisory Boards are guided by independence of judgment and action, and their work is

distinguished by a culture of debate and high quality analysis. The Supervisory Boards monitor the

achievement of strategic goals and the financial performance of the companies, supervising the activities

of the Management Boards. Regular meetings, audits and performance evaluations of members of the

governing bodies ensure effective control over the implementation of the Unit's and Group's strategies.

The composition of the Supervisory Board as of December 31, 2024 was as follows:

Chairman of the Supervisory Board Dariusz Prończuk

Member of the Supervisory Board Bartosz Chytła

Member of the Supervisory Board Grzegorz Grabowicz

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

Member of the Supervisory Board Agnieszka Kamola

Member of the Supervisory Board Michal Kolmasiak

Member of the Supervisory Board Jakub Kuberski

Member of the Supervisory Board Piotr Lach

From the balance sheet date to the date of this statement, the composition of the Supervisory Board has

not changed. The Audit Committee operates within the Supervisory Board.

Dariusz Prończuk - Chairman of the Supervisory Board

Graduate of the Faculty of Foreign Trade at the Warsaw School of Economics. He is Managing Partner at

Enterprise Investors Sp. z o.o. and Member of the Management Board in this company. He is also a member

of the Supervisory Boards of companies in the Enterprise Investors portfolio, as well as a member of the

Supervisory Boards of Vehis Sp. z o.o. and Unilink S.A. He has 35 years of experience in private equity and

corporate finance in the Central European region. Since 1993, he has led Enterprise Investors in more than

20 investments - mainly in the financial services, IT, construction and FMCG sectors, including such

investments as Lukas, Comp Rzeszów (now Asseco Poland), COMP, Magellan, Kruk, Netrisk and AVG.

Bartosz Chytła - Member of the Supervisory Board

Graduate of the Faculty of Management and Marketing at the AGH University of Science and Technology in

Cracow. He holds an MBA from École nationale des ponts et chaussées in Paris and the University of Bristol.

He began his professional career in 1996 at First Polish-American Bank S.A. Since 2004, he held the position

of Vice President of the Board of Executives of Fortis Bank S.A. From 2008 to 2012, he was first a Member

and then President of the Management Board of Bank DnB NORD Polska S.A.. From 2012 to 2013, he held

the position of Vice President of the Management Board of Getin Holding SA. From 2013 to 2015, he served

as President of the Management Board of Meritum Bank ICB S.A. From 2015 to 2019, he served as First Vice

President of the Management Board of Nest Bank S.A.

Grzegorz Grabowicz - Member of the Supervisory Board

Graduated from the University of Lodz in 1998 at the Faculty of Management and Marketing, with a

specialization in accounting. In 2010, he completed a program organized by Nottingham Trent University

and WSB at the University of Poznan, obtaining the title of EMBA (Executive Master of Business

Administration). In addition, he is certified as a chartered accountant. Since January 2019, he has been a

Member of the Board of Directors and Chief Financial Officer at Mabion S.A.. He gained knowledge and

experience in management, working in the Audit Department at Deloitte from 1998 to 2003, and in 2003

serving as financial controller at BFF Polska S.A. (formerly Magellan S.A.), in 2004-2017 serving as CFO at

BFF Polska S.A. and Vice President of the Management Board at BFF Polska S.A.. From 2010 to 2013, he was

President of the Management Board of MEDFinance S.A. From 2007-2017 he was a member of the

Supervisory Board of Magellan Czech Republic and Magellan Slovakia. From 2013 to 2017, he was Chairman

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

of the Supervisory Board of MEDFinance S.A. From 2014 to October 2018, he was a member of the

Supervisory Board of Skarbiec Holding S.A. From October 2017 to August 2020, he was a member of the

Supervisory Board of Develia S.A. (formerly LC Corp S.A.) and from June 2018 to May 2019 he was a member

of the Supervisory Board of Medicalgorithmics S.A. Since November 2018, he has been a member of the

Supervisory Board of XTB Dom Maklerski S.A. Mr. Grzegorz Grabowicz possesses vision and skills in

accounting or auditing, as a result of his education, experience and many years of professional practice. In

addition, Mr. Grzegorz Grabowicz is a certified auditor.

Agnieszka Kamola - Member of the Supervisory Board

She graduated from the L. Kozminski Academy of Entrepreneurship and Management in Warsaw with a

degree in finance and banking. She has more than 21 years of experience in sales, including more than 20

years in the area of e-commerce electronic payments. She was responsible for managing direct and indirect

sales, working in managerial positions for companies such as eCard, eService, PayU and Straal. Since 2021,

she has been running BISCOM Sebastian Bryzek's inherited company as a successor administrator.

Michał Kolmasiak - Member of the Supervisory Board

Graduate of the University of Wroclaw in Wrocław, Faculty of Law and Administration (2001). Began his

professional career in 2001, taking a job at Dom Obrotu Wierzytelności Cash Flow S.A. and Sofor Inkaso s.c.

as a debt collection specialist. From April 2002, he was a Member of the Management Board at Pragma

Inkaso sp. z o.o., then at Pragma Inkaso S.A., and from January 2008 to January 2015, he was Vice President

of the Management Board of Pragma Inkaso S.A., and from February 2021, he has been President of the

Management Board of this company. From 2008 to 2017, he was a Member of the Management Board at

Pragma Collect sp. z o.o. (now Pragma Faktor sp. z o.o.). Since 2006, he has been President of the Board of

Directors at Guardian Investment sp. z o.o.. Since February 2011, he has served as Chairman of the

Supervisory Board of PragmaGO S.A.

Jakub Kuberski - Member of the Supervisory Board

He studied computer science and econometrics and law at the University of Warsaw. He has 10 years of

experience in the private equity field. From 2010 to 2013 he was employed as an Analyst and Associate at

Kulczyk Investments. Since October 2013, he has been associated with Enterprise Investors (EI). He started

his career at EI as an Analyst, then was promoted to Chief Investment Officer, and in July 2019 took the

position of Vice President. He has also served on the Supervisory Boards of several Enterprise Investors

portfolio companies in the high-tech and financial services areas; he is currently a member of the

Supervisory Board of Unilink S.A., based in Warsaw.

Piotr Lach - Member of the Supervisory Board

He graduated from the Warsaw School of Economics with a degree in finance and accounting. From 2014

to 2017, he worked with PwC Polska sp. z o.o. as an Associate. He started his career at EI in 2017 with the

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

position of Analyst, and then took the position of Investment Director from January 2021. He currently sits

on the Supervisory Boards of Wento sp. z o. o. and Vehis Group companies.

Audit Committee

The Audit Committee consists of three members appointed by the Supervisory Board.

As of December 31, 2024, the Audit Committee consisted of:

Grzegorz Garbowicz - Chairman of the Audit Committee, meeting the statutory criterion of independence

Bartosz Chytła - meeting the statutory criterion of independence

Jakub Kuberski

The composition of the Audit Committee did not change during 2024.

Persons who meet the statutory criteria for independence

Mr. Bartosz Chytła and Mr. Grzegorz Grabowicz meet the independence criteria stipulated for independent

members of the Audit Committee, as stipulated in Article 129(3) of the Act on Statutory Auditors, Audit Firms

and Public Supervision of July 12, 2024 (Journal of Laws of 2024, item 1035), in the Regulation of the

European Parliament and of the Council (EU) No. 537/2017 of April 16, 2014 and the Regulations of the Audit

Committee.

Number of Audit Committee meetings held

In 2024, 7 Audit Committee meetings were held.

Salaries

Information on the remuneration of Supervisory Board members is included in Note 24 of the Notes to the

Separate and Consolidated Financial Statements.

7.6. Selection of an audit firm

The Audit Committee and the Supervisory Board of the Parent Company on the basis of:

● The Act on Auditors, Audit Firms and Public Supervision of July 12, 2024 (Journal of Laws of 2024,

item 1035) and

● Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014.

on detailed requirements for statutory audits of public-interest entities, repealing Commission

Decision 2005/909/EC,

have adopted for use:

● Policies and procedures for the selection of the audit firm and the provision of additional services

by the audit firm at PragmaGO S.A.

The Supervisory Board at the stage of selection and the Audit Committee at the stage of preparation of the

audit firm's recommendation are guided by the following guidelines:

● meeting the condition of impartiality and independence of the audit firm from the Parent Company;

● previous experience of the audit firm in auditing the reports of public interest entities;

● previous experience of the audit firm in auditing the reports of entities

with a similar business profile;

● ability to provide services to the extent required by the Parent Company;

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

● The professional qualifications and experience of those directly involved

in the conducted study;

● proposed price;

● the availability of qualified specialists in issues specific to the Parent Company's financial reporting;

● ability to conduct and complete the audit within the timeframe specified by the Parent Company;

● The reputation of the audit firm.

In June 2024, the Audit Committee assessed the independence of the audit firm PricewaterhouseCoopers

Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. and approved the provision of the following

permitted non-audit services to the Group:

● to conduct reviews of PragmaGO's condensed interim separate financial statements for the six-month

periods ending June 30, 2024 and June 30, 2025, prepared in accordance with IAS 34 "Interim Financial

Reporting."

On June 12, 2024, the Supervisory Board passed Resolution No. 1/12.06.2024 on the selection of an audit

firm to audit the financial statements of PragmaGO S.A. for 2024-2025. The Audit Committee's

recommendation on this matter was made in accordance with certain rules applied by the Group. On July

11, 2024, a service agreement was concluded with PricewaterhouseCoopers Polska spółka z ograniczoną

odpowiedzialnością Audyt sp.k. registered on the list of audit firms maintained by the Polish Audit

Supervision Agency under No. 144 (for the audit and review of the Company's and the Group's separate and

consolidated financial statements. The remuneration of the auditing firm is presented in Note 25 of the

Consolidated Financial Statements

7.7. Statute

PragmaGO's Articles of Association are available on the PragmaGO Investor website (Corporate Governance

- PragmaGO S.A.)

The Articles of Incorporation of the Company may be amended in accordance with the principles described

in the provisions of the Commercial Companies Code by means of a resolution to amend the Articles of

Incorporation, which must be adopted by a 2/3 majority of votes at the General Meeting of Shareholders.

7.8. Information on diversity in the Management Board and Supervisory Board

PragmaGO applies the principle of diversity in its processes for selecting and evaluating the qualifications

of Supervisory and Management Members. The purpose of these practices is to ensure that each person

serving on the Company's bodies is competent and that the body as a whole has the broad range of

knowledge, skills and experience necessary for effective management and supervision.

As an Entity, we ensure that the composition of the bodies reflects diverse perspectives and takes into

account relevant criteria such as professional experience, education or specialized expertise. We attach

particular importance to equal opportunities and the representation of different groups, thus supporting the

principles of ESG, gender equality and inclusiveness.

Our priority is to build management and supervisory teams that not only meet the highest substantive

standards, but also contribute to the sustainable and responsible development of the Company. By taking

Report of the Management Board on the activities of PragmaGO S.A. for the period from January 1, 2024 to December

31, 2024

into account diverse perspectives, we aim to increase innovation, decision-making efficiency, and increase

shareholder and stakeholder value.

Composition of the bodies -

PragmaGO

Management Supervisory Board

Women

25%

14%

Men

75%

86%

8. Position of the Company's Management Board regarding the possibility of

realization of previously published result forecasts for a given year in the light of

the results presented in the report in the quarterly report in relation to the forecast

results

The entity does not publish forecasts of financial results. Regarding published forecasts of financial

liabilities, a comparison to realization and a commentary on deviations are included in Note 30 Other

disclosures required by law - forecasts of financial liabilities of the separate annual financial statements.

Sincerely,

Management Board of

PragmaGO S.A.

CEO Tomasz Boduszek

Vice President Jacek Obrocki

Vice President Danuta Czapeczko

Vice President Lukasz Ramczewski

Katowice, April 24, 2025