Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2024
to 30 June 2024
1
Statement by the Management Board of the PragmaGO S.A. Group regarding financial reporting
0
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
1
THE MANAGEMENT BOARD REPORT ON THE ACTIVITIES OF PragmaGO
S.A. FOR THE PERIOD FROM 1 JANUARY 2025 TO 31 DECEMBER 2025
THE MANAGEMENT BOARD REPORT ON THE ACTIVITIES OF PragmaGO S.A. FOR THE PERIOD FROM 1
JANUARY2025 TO 31 DECEMBER 2025
1. Description of the core business and business model of PragmaGO S.A. ................................................ 2
1.1. Structure of the Group ...................................................................................................................................... 2
1.2. Changes in the Group’s structure ................................................................................................................. 3
2. Operations and results of PragmaGO S.A. in 2025 ......................................................................................... 3
2.1. Characteristics of the structure of assets, equity and liabilities in the separate statement of
financial position ............................................................................................................................................................... 5
2.2. Key financial performance indicators relating to the Entity’s operations ........................................... 12
2.3. Intangible assets and their significance for the Company’s business model .................................... 14
2.4. Operations of branches .................................................................................................................................... 14
2.5. Sureties and guarantees granted to related parties ................................................................................. 14
3. Key events in 2025 and the subsequent period ............................................................................................ 14
3.1. Information on legal proceedings ................................................................................................................. 20
3.2. Achievements in research and development ............................................................................................ 20
4. Development strategy .......................................................................................................................................... 20
4.1. Factors determining the Entity’s further development ........................................................................... 21
4.2. Assessment of the feasibility of investment plans, including capital investments, in relation to
available funds, taking into account possible changes in the financing structure of these activities ...... 22
5. Capital and financing of the Entity’s operations............................................................................................ 22
5.1. Shares and Shareholders ................................................................................................................................ 22
5.1.1. Share capital........................................................................................................................................................ 22
5.1.2. Shareholder structure ...................................................................................................................................... 22
5.1.3. Changes in the level of capital and shareholder structure ..................................................................... 24
5.1.4. The Entity’s treasury shares ........................................................................................................................... 25
5.2. Issuances of bonds .......................................................................................................................................... 25
5.2.1. Changes in the structure of the Entity’s bondholders ............................................................................. 25
5.2.2. Fulfilment of financial liability forecasts ..................................................................................................... 26
6. Outlook, risks and threats .................................................................................................................................... 26
6.1. Operating market and market position ................................................................................................... 26
6.2. Risk factors and threats ............................................................................................................................. 26
6.3. Impact of military conflicts on the Entity’s ........................................................................................... 30
7. Statement on the application of corporate governance ............................................................................. 30
7.1. Corporate governance principles and scope of application .............................................................. 31
7.2. Internal control system ............................................................................................................................... 31
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
2
7.3. General Meeting ............................................................................................................................................ 31
7.4. The Management Board ............................................................................................................................. 32
7.5. The Supervisory Board ............................................................................................................................... 35
7.6. Selection of the audit firm ......................................................................................................................... 38
7.7. Articles of Association ................................................................................................................................ 39
7.8. Information on diversity within the Management Board and Supervisory Board ....................... 39
8. The Management Board’s position on the feasibility of meeting previously published profit
forecasts for the year in light of the results presented in the quarterly report compared to the forecast
results .................................................................................................................................................................................. 40
1. Description of the core business and business model of PragmaGO S.A.
PragmaGO S.A. is the parent company of the PragmaGO Group. PragmaGO S.A. provides financial services
to support liquidity management and growth for micro, small and medium-sized enterprises.
● PragmaGO S.A.
PragmaGO S.A. provides comprehensive digital factoring services and financing for micro, small and
medium-sized enterprises. As part of digital factoring, the client can select a specific solution entirely online.
During the process, they can tailor the contract terms to their needs, review and approve the pricing
conditions. They can therefore start using factoring from anywhere and at any time – in a 24/7/365 model.
Under classic factoring, the company finances all or most of its client’s turnover by purchasing non-due
receivables. Simplified factoring, on the other hand, allows clients to selectively use factoring to finance
their turnover by specifying individual receivables for purchase by the factor. Export factoring is also
available to clients under both options. PragmaGO S.A. provides full and non-recourse factoring services.
Factoring receivables are secured by transaction insurance with specialist insurance companies, guarantees
received from BGK, and mortgage entries. Services dedicated to micro and small enterprises include micro-
factoring and debt purchase.
In the loans segment, PragmaGO S.A. provides financial services to businesses by financing their purchases
and liabilities under a deferred payment model (BNPL B2B) and by providing financing under a revenue-
based financing model. These products are primarily delivered via embedded finance, i.e. the integration of
financial products into the ecosystems of partner companies.
1.1. Structure of the Group
As at 31 December 2025, the Capital Group comprises:
● PragmaGO S.A. as the Parent Company,
● Telecredit IFN SA, with its registered office in Bucharest, as a Subsidiary,
● Monevia Sp. z o.o., based in Bydgoszcz, as a subsidiary,
● PragmaGO.TECH Sp. z o.o., with its registered office in Kraków, as a subsidiary,
● BRUTTO Sp. z o.o., with its registered office in Warsaw, as a Subsidiary.
As of 31 December 2025, the Parent Company held:
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
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● In BRUTTO Sp. z o.o., 2,924 shares with a nominal value of PLN 100 each, representing 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 the shares in PragmaGO.TECH Sp. z o.o.
● In Monevia Sp. z o.o.: 17,000 shares with a nominal value of PLN 500 each, representing 100% of the
shares in Monevia Sp. z o.o.
● 2,719,439 shares in Telecredit IFN SA with a nominal value of 1 RON each, representing 89% of the
Company’s shares.
PragmaGO, as the parent company, prepares consolidated financial statements, which include all
subsidiaries using the full consolidation method.
Transactions and balances with related parties are presented in detail in Note 28 to the Separate and
Consolidated Financial Statements. All transactions with related parties were conducted on arm’s-length
basis.
1.2. Changes in the Group’s structure
During the reporting period covered by these financial statements, there were no mergers or changes in the
structure of the Group. After the balance sheet date, the Company established PragmaGO Spain S.L., with
its registered office in Barcelona, Spain, and PragmaGO d.o.o., with its registered office in Zagreb, Croatia.
2. Operations and results of PragmaGO S.A. in 2025
In 2025, PragmaGO’s total turnover (the nominal value of financed receivables) amounted to PLN 2.7 billion
(an increase of 20.2% compared with 2024), of which PLN 1,781.0 million was attributable to factoring (an
increase of 3.6%), and PLN 929.6 million to loans (an increase of 73.2% compared to 2024).
In terms of assets, factoring and loan receivables account for the largest share. The portfolio of factoring
and loan receivables represents 84.8% of total assets as of 31 December 2025 (82.2% at the end of
December 2024). The receivables portfolio is characterised by high liquidity; in 2025, it generated PLN
2,505.2 million in payments, representing 480.7% of the average portfolio value on an annual basis and
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
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481.5% of the net financial debt balance as of 31 December 2025. The value of cash and unused overdraft
facilities as of 31 December 2025 amounted to PLN 91.6 million (PLN 47.2 million a year earlier). Stand-alone
revenue for the period from 1 January to 31 December 2025 amounted to PLN 139.7 million and was 36.3%
higher than that generated in 2024.
The results of the entities whose shares and equity interests the Company acquired during 2025 are
presented below. The data covers the full year 2024, whilst in the consolidated financial statements they
are recognised from the date control was obtained.
Revenue and net profit of the subsidiary Monevia:
Figures in PLN thousand
1.01.2025–
31.12.2025
(unaudited)
1.01.2024–
31.12.2024
(unaudited)
Revenue
11,390
10,421
Net profit
2,274
1,673
Revenue and net profit of the subsidiary Telecredit IFN SA:
Figures in PLN thousand
01.01.2025–
31.12.2025
(unaudited)
01.01.2024–
31.12.2024
Revenue
31,484
14,908
Net profit
5,157
5,574
Due to extensive development activities (including work aimed at launching operations outside Poland) and
an increase in the scale of operations, operating costs also rose (+18.3% y/y, meaning the increase in
revenue was significantly smaller). The ratio of operating costs to revenue for the period from 1 January to
31 December 2025 improved: from 35.8% to 31.0%.
Profit on sales for the 12-month period of 2025 amounted to PLN 96.4 million and was 46.4% higher year-
on-year. The increase in profit on sales translated into a significant, 41.2% rise in operating profit, which
amounted to PLN 66.6 million for 2025. Net profit generated from 1 January to 31 December 2025 amounted
to PLN 14.2 million, compared with a net profit of PLN 7.8 million in 2024. The increase in revenue of PLN
37.2 million more than offset the rise in credit risk provisions (PLN 9.3 million) and the increase in operating
costs associated with the larger scale of operations (PLN 6.7 million) and higher financial costs (PLN 11.5
million) resulting from the growth in the portfolio, offset by higher financial income of PLN 3.0 million. The
favourable operating leverage effect persists – the rate of revenue growth is significantly higher than the
rate of growth in operating costs.
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
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2.1. Characteristics of the structure of assets, equity and liabilities in the separate
statement of financial position
Structure of assets
The most significant component of the balance sheet total on the assets side is factoring and loan
receivables, which together accounted for 84.8% of assets as of 31 December 2025 (82.2% as at 31
December 2024). The Company’s current assets significantly exceed its short-term liabilities; current assets
account for 77.9% of the balance sheet total as of 31 December 2025 (78.9% as at 31 December 2024). At
the end of 2025, a significant increase in the share of loans in the balance sheet total can still be observed,
rising from 46.6% to 58.1% (year-on-year) due to an increase in the number of customers and financing
under products such as PragmaPay, business loans and revenue advances, whilst the share of factoring fell
from 35.6% as at 31 December 2024 to 26.8% at the end of December 2025.
Separate statement of financial position as at – structure of asset composition
Breakdown
Share of total assets
Change
31 December 2025
31 December 2024
31 December 2025
FIXED ASSETS
22.1%
21.1%
41.6%
CURRENT ASSETS
77.9%
78.9%
32.9%
Including total current and non-current assets:
Factoring 26.8% 35.6% 1.1%
Loans 58.1% 46.6% 68.0%
7 844
+37 237
-6 700
-1 817
-9 294
-8 831
-4 266
14 173
Net profit
2024
Δ Revenue Δ Operating
costs
Δ
Revenue/cost
items
Δ Write-downs Δ Net financial
costs
Δ Tax
Net profit
2025
Net profit (PLN thousand)
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
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Net portfolio value
in [PLN million]
31 December 2021
31
December
2022
31
December
2023
31
December
2024
31
December
2025
PragmaGO
137.0
213.8
310.2
436.1
606.3
PragmaGO’s net portfolio value has more than quadrupled over five years – from PLN 137.0 million in 2021
to PLN 606.3 million in 2025. The key driver of growth was the loans segment, whose share of the portfolio
increased from 20% to 68%, whilst the factoring portfolio grew from PLN 109.0 million to PLN 191.2 million.
Growth dynamics
PragmaGO
31
December
2020
31
December
2021
31
December
2022
31
December
2023
31
December
2024
31
December
2025
Active customers
2,325
8,518
13,241
16,664
20,753
25,348
Fund amount
(thousand PLN)
617,754 908,336 1,312,334 1,658,003 1,981,927 2,534,281
Value of receivables
financed (thousand PLN)
683,960 1,002,554 1,458,387 1,853,873 2,255,892 2,710,585
Number of
invoices/instalments
financed (thousands)
57 98 208 372 481 802
Receivables per
customer in PLN
thousand
294 118 110 111 109 107
28
78
148
247
415
109
136
162
189
191
0
100
200
300
400
500
600
700
2021 2022 2023 2024 2025
PLN million
Net portfolio value – annual (PLN million)
Loans (PLN million) Factoring (PLN million)
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
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Share of non-performing portfolio (stage 3, overdue >90 days)
The share of the non-performing portfolio (NPL) in the total net portfolio remained stable between 6% and
7.5% in the years 2020–2024. As at 31 December 2025, this share fell to 4.7% due to portfolio sales.
Net NPL ratio in
the net portfolio
31
December
2020
31
December
2021
31
December
2022
31
December
2023
31
December
2024
31
December
2025
Share [%]
6.0%
6.0%
7.0%
7.3%
6.1%
4.7%
Collateral for the factoring portfolio
64.2% of receivables arising from factoring financing granted were insured at the end of 2025 (69.7% as at
31 December 2024), and after taking into account the BGK guarantee, the share of insured receivables in
the total portfolio stood at 64.1% (71.5% at the end of 2024). For factoring products excluding reverse
factoring, 98.6% of the portfolio at the end of 2025 consisted of factoring with recourse to the client; at the
end of 2024, this stood at 97.7%. The share of the gross factoring portfolio secured by mortgages rose from
8.7% to 16.4%. In 2025, approximately 0.7% of gross factoring receivables were secured by a pledge.
Concentration
The entity is not significantly dependent on any single client or debtor. No debtor or client has a material
individual exposure exceeding 5% of the total net receivables portfolio. The diversified portfolio structure
mitigates the risk associated with the insolvency of individual counterparties.
0
5000
10000
15000
20000
25000
30000
0
500000
1000000
1500000
2000000
2500000
3000000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Change in the number of clients and funding granted
Amount of financing [PLN] Amount of receivables [PLN] Active customers
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December 2025
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Concentration of the top 10 debtors as a percentage of the net portfolio
Position 31.12.2025 31.12.2024
TOTAL
14.2%
10.4%
1
4.9%
2.0%
2
2.3%
1.3%
3
1.6%
1.1%
4
1.4%
1.0%
5
0.8%
1.0%
6
0.7%
1.0%
7
0.7%
1.0%
8
0.6%
0.8%
9
0.6%
0.7%
10
0.6%
0.5%
Concentration of the top 10 clients as a percentage of the net portfolio
Position
31 December 2025
31 December 2024
TOTAL
12.8%
12.5%
1
4.9%
3.4%
2 2.3% 1.3%
3
1.2%
1.3%
4
0.8%
1.3%
5 0.7% 1.0%
6
0.7%
1.0%
7
0.6%
0.8%
8 0.6% 0.8%
9
0.5%
0.8%
10
0.5%
0.8%
Portfolio structure by sector
As at 31 December 2025, the retail sector accounted for the largest share of receivables by debtor sector
(28.1%), a figure that remained unchanged from the previous year. The share of the wholesale trade sector
increased compared to the previous year, from 8.1% (2024) to 10.0% as at the end of 2025. The transport
sector’s share decreased from 9.1% to 7.7%, whilst in the construction sector it rose slightly to 6.8%
compared to 6.5% at the end of 2024.
From the client perspective, the most significant share of the net portfolio at the end of 2025 is held by the
retail sector (33.1%), whose share increased compared to the previous year (30.0%). The share of wholesale
trade did not exceed 10% of the portfolio (8.6%) at the end of 2025 and fell compared to the previous year
(11.0%).
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
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Structure of debtors and clients by sector
Debtor sector
Industry
31 December 2025
31 December 2024
Retail 28.1% 28.1%
Wholesale trade 10.0% 8.1%
Transport 7.7% 9.1%
Construction 6.8% 6.5%
Services 1.9% 2.9%
Food 2.2% 5.0%
Motor vehicle trade 2.9% 3.2%
Agriculture 1.2% 1.2%
Metal 1.5% 1.7%
Other 37.7% 34.2%
28%
8%
9%
7%
3%
5%
3%
1%
2%
34%
Breakdown of debtors by sector
(external: 2025, internal: 2024)
Retail trade
Wholesale
Transport
Construction
Services
Food
Motor vehicle trade
Agricultural
Metal
Other
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December 2025
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Client sector
Industry
31 December 2025
31 December 2024
Retail 33.1% 30.0%
Wholesale trade 8.6% 11.0%
Transport 7.8% 7.6%
Construction 7.0% 7.2%
Services 1.9% 2.8%
Food 2.5% 3.6%
Motor vehicle trade 2.9% 3.8%
Metal 1.6% 1.9%
Other manufacturing 0.2% 0.3%
Other 34.4% 31.8%
Structure of debtors and customers by net portfolio based on legal form
A growing and most significant share in the portfolio structure can be observed among customers operating
as sole traders (JDG). As with customers, the dominant group of debtors consists of sole traders, whose
share of the portfolio rose from 51.1% to 52.2%.
30%
11%
8%
7%
3%
4%
4%
2%
0%
32%
Client breakdown by sector
(external: 2025, internal: 2024)
Retail
Wholesale
Transport
Construction
Services
Food
Motor vehicle trade
Metal
Other manufacturing
Other
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
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Debtor structure
Legal form
31 December 2025
31.12.2024
Sole traders 48.7% 45.7%
Limited liability company 33.2% 35.7%
Public limited company 5.3% 8.2%
Partnership 3.7% 3.2%
Limited partnership 1.8% 2.8%
General partnership 1.1% 1.1%
Other 6.2% 3.3%
A description of the structure of the Entity’s investments in financial assets is also provided in Note 10 to
the separate and consolidated annual financial statements.
Structure of liabilities
Separate statement of financial position as at – structure of equity and liabilities
Breakdown
Share of total liabilities Change
31 December
2025
31 December
2024
31 December 2025
EQUITY
22.8%
26.3%
16.7%
LONG-TERM LIABILITIES
49.7%
50.5%
32.7%
SHORT-TERM LIABILITIES
27.5%
23.2%
59.7%
Of which total short-term and
long-term liabilities:
73.4% 70.0%
163.4%
Loans and borrowings liabilities
18.2%
10.3%
138.7%
Bonds liabilities
55.2%
59.7%
24.7%
Total net debt amounts to PLN 520.3 million and represents 319% of equity; with debt covenants arising
from the terms of bond issues and bank loan agreements set at 400%. The structure of debt financing as at
31 December 2025 is diversified (15 bond series, loans from four domestic banks, a loan from a foreign bank
(EBRD) and other loans from domestic legal and natural persons) and, at the same time, very stable: 68.2%
of net financial debt is long-term (at the end of 2024, this figure stood at 72.4%).
Customer structure
Legal form
31 December 2025
31 December 2024
Sole trader
52.2%
51.1%
Limited liability company
31.7%
34.8%
Public limited company
2.4%
2.0%
Partnership
3.7%
3.2%
Limited partnership
2.7%
3.7%
General partnership
1.2%
1.2%
Other
6.1%
4.0%
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
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Information on loan and credit agreements
Information on financing agreements is provided in Note 15 to the Separate Financial Statements.
2.2. Key financial performance indicators relating to the Entity’s operations
Asset turnover
34.5% of the performing portfolio at the end of 2025 had a maturity of no more than 29 days, and 54.4% had
a maturity of no more than 89 days (34.6% and 56.0% respectively a year earlier). The weighted average
maturity of the portfolio at the end of December 2025 was 107 days (111 days a year earlier). The turnover
ratio for key assets fell by 1 percentage point for loans and factoring, from 964% to 932%.
Key asset turnover (standalone figures –
PragmaGO S.A.)
01.01.2025
31.12.2025
01.01.2024
31.12.2024
Value of assets at the beginning of the
period, including:
436,090
310,239
a. loans
246,994
147,831
b. factoring
189,096
162,408
Expenditure on financial assets, including:
(2,710,585)
(2,255,892)
a. loans
(929,565)
(536,697)
b. factoring
(1,781,020)
(1,719,195)
Proceeds from financial assets, including:
2,505,240
2,135,667
a. loans
733,623
440,823
b. factoring
1,771,617
1,694,844
Adjustments for changes in provisions for
expected credit losses
(28,104)
8,888
a. loans
(24,750)
6,380
b. factoring
(3,354)
2,508
Decreases due to the sale of receivables
(7,057)
(3,262)
a. loans
(3,132)
(3,091)
b. factoring
(3,925)
(171)
Value of assets at the end of the period,
including:
606,274
436,090
a. loans 415,054 246,994
b. factoring 191,220 189,096
Turnover ratio for the period, including*:
481%
572%
a. loans 222% 223%
b. factoring 932% 964%
* The turnover ratio is calculated as the ratio of revenue from a given asset to the arithmetic mean of the
opening and closing balances for that asset
Profitability ratios
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December 2025
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Profitability ratios
01.01.2025
31.12.2025
01.01.024
31.12.2024
=
2.3% 1.8%
=
8.7% 5.6%
=
10.1% 7.7%
The return on equity ratio rose from 5.6% in 2024 to 8.7% due to an 80.7% increase in net profit, accompanied
by a 16.7% rise in equity. Return on assets at the end of December 2025 stood at 2.3% and rose by 0.5%
compared to 2024. Return on sales stood at 10.1%, an increase of 2.4 percentage points compared to 2024,
driven by a slower growth rate in operating costs of 18.3% relative to revenue growth of 36.3%.
Liquidity and debt ratios
Liquidity and debt ratios
31.12.2025
31.12.2024
=
ℎ −
2.8 3.4
=
− ℎ ℎ
319% 263%
The current ratio fell from 3.4 in 2024 to 2.8, due to a 59.7% increase in short-term liabilities compared with
a 32.9% change in current assets. Current assets consist mainly of receivables from factoring and loans.
The factoring portfolio is characterised by high liquidity and rapid turnover.
In line with its strategy, the entity continues to increase its use of financial leverage, resulting in a rise in the
share of financial liabilities to 73.9% of the balance sheet total, compared to 70.3% as at 31 December 2024,
whilst the share of equity fell from 26.3% to 22.8%. The increase in external financing is taking place whilst
maintaining the permissible net debt to equity ratio at 400%, which stood at 319.0% as at 31 December 2025.
The entity is not in a situation that could result in difficulties in meeting its obligations, as evidenced by the
surplus of current assets over short-term liabilities, the proportion of long-term debt and equity in the
sources of financing, as well as the high liquidity of the portfolio and the cash generated from it. As at the
balance sheet date, there are no significant risks in this area; any risks associated with the management of
financial resources are minimised through appropriate diversification of funding sources and the adjustment
of repayment terms for financial liabilities incurred.
Liquidity aspects are discussed in more detail in Note 22 to the separate annual financial statements.
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
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2.3. Intangible assets and their significance for the Company’s business model
The key intangible assets are the IT systems used to support operational activities – the most significant of
which is the enterprise-class NAVI CRM system, along with numerous API integrations with the IT
environments of our partners. NAVI CRM is a proprietary system developed in-house by PragmaGO’s
subsidiary, PragmaGO.Tech, which is currently responsible for expanding it with new functionalities and for
its ongoing maintenance. This system comprehensively handles operational activities related to customer
financing – from the submission of a financing application, through application processing and the granting
of financing, to invoicing and settlement.
Furthermore, as part of technical integrations, PragmaGO provides financial services to its partners’
ecosystems, enabling the partners’ counterparties to use these services through them. The embedded
finance channel provides access to a large group of new customers who have not previously used factoring
or non-bank financial services. Ultimately, it enables transactions to be carried out at lower operational costs
and with reduced risk. PragmaGO also has dedicated tools for network and industry brokers, allowing the
broker to initiate the sales process within the Navi Pragma programme, as well as a broker dashboard that
exchanges data with Navi Pragma in real time (the broker can, among other things, monitor the processing
of applications they have submitted). The broker panel can also be integrated with the internal systems of
network brokers.
The Company’s strategy envisages expansion into digital distribution channels, which will require the
development of IT system functionalities so that the solutions offered align with the latest market trends
and needs. When developing the system distribution channel, the Company must adapt its software to the
partner’s requirements each time it integrates its services into the partner’s system. Entering new market
niches (new customers, new products) also entails the need to adapt customer assessment and credit rating
systems to new requirements. This means that the Company’s development in the chosen direction—the
provision of digitised financial services—will require continuous capital expenditure on software
development, implementation and updates.
2.4. Operations of branches
The Company has no branches.
2.5. Sureties and guarantees granted to related parties
Information in this regard is provided in Note 21 to the separate annual financial statements.
3. Key events in 2025 and the subsequent period
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
15
1. On 10 January 2025, 350,000 Series D2 bearer bonds with a nominal value of PLN 100 each, issued
by PragmaGO S.A., were admitted to trading on the main market (current report No. 2/2025)
2. On 9 January 2025, the District Court for Katowice-Wschód in Katowice registered an increase in
the share capital of PragmaGO S.A. by PLN 1,180,129.00. The increase in the Issuer’s share capital
resulted from the issue of 1,180,129 series K bearer shares. Following 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 each. (current report No. 3/2025)
3. On 31 January 2025, PragmaGO S.A. was removed from the MIP register, where it had been listed
under number MIP157/2022. The removal from the MIP register took place at the Company’s request.
(current report no. 7/2025)
4. On 20 March 2025, the final terms of the issue of Series D3 bonds were agreed. The total nominal
value of the Bonds will be PLN 40 million, and in the event that the Company’s Management Board
decides to increase the number of Bonds in the offer – PLN 50 million. The issue price of the Bonds
is equal to their nominal value. (current report no. 9/2025)
5. The Management Board of PragmaGO S.A. announced that on 20 March 2025 it entered into an
agreement with CK Legal Chabasiewicz Kowalska i Wspólnicy Spółka Komandytowo – Akcyjna, with
its registered office in Kraków (“Pledge Administrator”), acting as pledge administrator in its own
name but on behalf of the bondholders entitled to Series D3 bonds issued by the Issuer under the
5th Public Bond Issue Programme (“Series D3 Bonds”) a registered pledge agreement on a set of
rights of variable composition (“Pledge Agreement on the Set”) and a registered pledge agreement
on receivables from a bank account (“Pledge Agreement on the Account”), for the purpose of
securing the claims of bondholders entitled to Series D3 Bonds. The registered pledge on a set of
rights of variable composition, which is the subject of the Pledge Agreement on the Set, will be
established up to a maximum-security amount of PLN 60 million. (current report No. 10/2025)
6. On 4 April 2025, the final number of Series D3 bonds offered under the Programme was set at
500,000 bonds with a total nominal value of PLN 50 million. (current report No. 12/2025)
7. On 11 April 2025, 500,000 Series D3 bearer bonds with a total nominal value of PLN 50 million, issued
by PragmaGO S.A., were admitted to trading on the main market (current report No. 15/2025)
8. On 12 April 2025, the Management Board of PragmaGO S.A. announced the completion of the
subscription for secured Series D3 bearer bonds issued pursuant to the Management Board’s
resolution of 20 March 2025. (current report No. 13/2025)
9. On 22 April 2025, 500,000 Series D3 bearer bonds with a total nominal value of PLN 50 million,
issued by PragmaGO S.A., were admitted to trading on the main market. (current report No. 20/2025)
10. On 21 May 2025, the Extraordinary General Meeting of Shareholders adopted a resolution regarding
an increase in the Company’s share capital through the issue of Series L shares and regarding the
complete deprivation of existing shareholders’ pre-emptive rights to all Series L shares. Pursuant to
Resolution No. 3 of the Extraordinary General Meeting of Shareholders of 21 May 2025, the
Company’s share capital is increased by PLN 437,922.00 to PLN 8,509,092.00 through the issue of
437,922 series L shares with a nominal value of PLN 1 each. The issue of series L shares will take
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
16
place by way of a private placement conducted as part of an offer addressed to individually specified
shareholders, including Polish Enterprise Funds SCA, with its registered office in Luxembourg, at 15,
Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg (current report No.
25/2025)
11. On 21 May 2025, the Company’s Management Board adopted a resolution regarding the issue and
the final terms of the Series D4 bonds. The total nominal value of the Bonds will amount to PLN 40
million, or PLN 50 million should the Company’s Management Board decide to increase the number
of Bonds on offer. The issue price of the Bonds is equal to their nominal value. (current report No.
26/2025)
12. On 13 June 2025, 500,000 series D4 bearer bonds with a total nominal value of PLN 50 million,
issued by PragmaGO S.A., were admitted to trading on the main market (current report No. 28/2025)
13. On 24 June 2025, the Annual General Meeting of Shareholders (current report No. 32/2025):
1) approved the Company’s separate financial statements for the period from 1 January 2024
to 31 December 2024 and the Management Board’s report on the Company’s operations
published in the interim report of 24 April 2025,
2) approved the consolidated financial statements of the PragmaGO S.A. Group for the period
from 1 January 2024 to 31 December 2024 and the Management Board’s report on the
activities of the PragmaGO S.A. Group published in the interim report of 24 April 2025,
3) allocated the profit generated in 2024 in full to the reserve fund,
4) granted discharge to all members of the Management Board in respect of the performance
of their duties in 2024,
5) adopted a resolution regarding the redemption of 27,440 own shares of PragmaGO S.A. and
the reduction of the Company’s share capital to PLN 8,481,652, subject to the proviso that
the resolution on the reduction of the share capital shall enter into force on the date of
registration of the share capital increase covered by Resolution No. 3 of the Extraordinary
General Meeting of Shareholders of PragmaGO S.A. of 21 May 2025 from PLN 8,071,170 to
PLN 8,509,092.
14. On 25 June 2025, 500,000 series D4 bearer bonds with a total nominal value of PLN 50 million,
issued by PragmaGO S.A., were admitted to trading on the main market (current report No. 33/2025)
15. On 3 July 2025, a loan agreement for up to EUR 10,000,000 was concluded between the European
Bank for Reconstruction and Development, with its registered office in London, as the lender, and
PragmaGO S.A. as the borrower, intended to finance the Company’s purchase of non-performing
receivables and the granting of loans to small and medium-sized enterprises. The loan amount was
granted in two equal tranches, subject to the proviso that the release of the second tranche is at
the discretion of the EBRD. In accordance with the terms of the Loan Agreement, the financing
period is 36 months; the loan will be repaid in eight equal quarterly instalments following a 12-month
drawdown period. The repayment of liabilities arising from the Loan Agreement is secured by: a
registered pledge on a bank account, a registered pledge on a pool of segregated receivables with
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
17
a value of not less than 120% of the value of the loan funds utilised, a promissory note and a
declaration of submission to enforcement. (current report no. 34/2025)
16. On 17 July 2025, the Management Board of PragmaGO S.A. adopted a resolution on the
establishment of the 6th Public Bond Issue Programme. The Issuer will be entitled to issue and
conduct, under the 6th Public Bond Issue Programme, public offerings of bonds with a total nominal
value not exceeding PLN 500,000,000, on the basis of a prospectus following its approval by the
Polish Financial Supervision Authority. (current report No. 36/2025)
17. On 25 July 2025, the District Court for Katowice-Wschód in Katowice registered an increase in the
Company’s share capital by PLN 437,922.00. The increase in the Issuer’s share capital resulted from
the issue of 437,922 series L bearer shares. Following the registration of the increase, the Company’s
share capital amounts to PLN 8,509,092.00 and is divided into 8,509,092 shares with a nominal
value of PLN 1.00 each. (current report no. 38/2025)
18. On 2 September 2025, the Management Board of PragmaGO S.A. entered into an agreement with
CK LEGAL Chabasiewicz Kowalska i Wspólnicy Spółka Komandytowo-Akcyjna, with its registered
office in Kraków, acting as the pledge administrator for registered pledges established on the
Entity’s portfolio of receivables, which secures the claims of bondholders entitled under the
Company’s bonds. The basis for the Amendment to the Portfolio is the mechanism for amending
the Portfolio provided for in the terms and conditions of the Issuer’s Series A2, T, U, B1, C6, D2 and
D3 bonds and in the registered pledge agreements on the Portfolio. (current report No. 40/2025)
19. With reference to current report No. 40/2025 of 2 September 2025 concerning the conclusion of
agreements to the registered pledge agreements established on the Issuer’s pool of receivables
constituting security for the claims of bondholders entitled under the Entity’s Series A2, T, U, B1, C6,
D2 and D3, presents a report on the status of the subject of the pledge securing the claims of
bondholders entitled to the Entity’s Series A2, T, U, B1, C6, D2 and D3 bonds. The nominal value of
the receivables comprising the Pool (excluding the Spun-off Receivables) covered by the registered
pledge for the individual series of the Entity’s bonds amounted to PLN 208,894,223 as at 31 July
2025. (current report No. 41/2025)
20. On 8 October 2025, the Polish Financial Supervision Authority issued a decision approving the base
prospectus for unsecured bonds issued under the 6th Public Bond Issue Programme of PragmaGO
S.A. (“6th PBIP”). The approved documents will form the basis for conducting public offers of bonds
issued by the Company under the 6th PEO with a total nominal value not exceeding PLN
500,000,000 (“Bonds”) and for the admission and listing of the Bonds to trading on the regulated
market operated by the Warsaw Stock Exchange S.A. (current report No. 44/2025)
21. On 10 October 2025, the Management Board of PragmaGO S.A., with its registered office in Katowice,
adopted a resolution regarding the issue and the determination of the final terms and conditions of
the issue of Series E1 bonds. The bonds are being issued under the 6th Public Bond Issue
Programme. The bonds will be offered via a public offering on the basis of the Base Prospectus for
Unsecured Bonds. As part of the issue, 250,000 bonds with a nominal value of PLN 100.00 each will
be offered, plus an additional maximum of 50,000 bonds, should the Company’s Management Board
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
18
decide to increase the number of Bonds offered, on the terms set out in the Prospectus and in the
Final Terms of the Bond Issue. The total nominal value of the Bonds will amount to PLN 25 million,
and should the Company’s Management Board decide to increase the number of Bonds offered –
PLN 30 million. (current report no. 45/2025)
22. On 13 October 2025, the District Court for Katowice-Wschód registered a reduction in the Company’s
share capital by PLN 27,440.00. The reduction in share capital resulted from redemption of 27,440
series G bearer shares of PragmaGO S.A. Following the registration of the reduction, the Company’s
share capital amounts to PLN 8,481,652.00 and is divided into 8,481,652 shares with a nominal value
of PLN 1.00 each. (current report no. 46/2025)
23. On 31 October 2025, the Management Board of PragmaGO S.A. entered into an annex to the
overdraft facility agreement dated 4 August 2023, pursuant to which SGB-Bank S.A., as the Bank,
increases the loan granted to the Company as the Borrower to PLN 75 million, intended to finance
the Borrower’s current business operations (“Annex”). In accordance with the terms of the
Amendment, the final repayment date for the loan and interest is 31 October 2026 (current report
No. 49/2025)
24. On 6 November 2025 the Management Board of the Warsaw Stock Exchange S.A. adopted
Resolution No. 1408/2025 on the admission to trading on the main market of 300,000 series E1
bearer bonds with a total nominal value of PLN 30 million, issued by PragmaGO S.A. (current report
No. 52/2025)
25. On 7 November 2025 Krajowy Depozyt Papierów Wartościowych S.A. issued a statement regarding
the conclusion of an agreement with the Company – the Issuer – for the registration in the securities
depository of 300,000 Series E1 bearer bonds, which were assigned the ISIN code: PLGFPRE00479
(hereinafter: “Bonds”). Registration took place on 12 November 2025 (current report No. 53/2025)
26. On 12 November 2025 the Management Board of the Warsaw Stock Exchange S.A. adopted
Resolution No. 1429/2025 on the admission to trading on the main market of 300,000 Series E1
bearer bonds with a total nominal value of PLN 30 million, issued by PragmaGO S.A. (current report
No. 54/2025)
27. On 19 November 2025, the Company, as Borrower, entered into two loan agreements with ING Bank
Śląski S.A.:
1) a revolving credit facility agreement for a total amount of PLN 50 million (“Credit Facility Agreement
1”) and
2) an overdraft facility agreement for a total amount of PLN 30 million (“Loan Agreement 2”).
In accordance with the terms of Loan Agreement 1, the final repayment date for the loan and interest is
13 November 2027, and for Loan Agreement 2, it is 13 November 2026. The loans bear interest at a
variable rate based on WIBOR and the bank’s margin. (current report no. 55/2025)
28. On 23 December 2025, the Management Board of PragmaGO S.A. adopted a resolution on the early
redemption of Series V bonds. The early redemption covers all 120,000 (one hundred and twenty
thousand) Series V bonds, i.e. with a total nominal value of PLN 12 million. The bonds will be
redeemed. The record date for determining the holders entitled to receive payments in respect of
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
19
the early redemption of Series V bonds has been set for 8 January 2026, and the early redemption
date has been set for 12 January 2026. On the redemption date, the Issuer will pay the Early
Redemption Amount, comprising: the nominal value of the bonds, a premium and interest. (current
report No. 58/2025)
29. On 11 February 2026, the Company entered into the articles of association of PragmaGO Spain S.L.
(“PragmaGO Spain”). PragmaGO Spain is a company incorporated under Spanish law with its
registered office in Barcelona (Spain). The Issuer acquired 100% of the shares in the share capital of
PragmaGO Spain, which amounts to EUR 3,000 and is divided into 3,000 indivisible shares with a
par value of EUR 1 each. (current report No. 5/2026)
30. On 20 February 2026, the Management Board of PragmaGO S.A. adopted a resolution on the early
redemption of Series C1 bonds. The early redemption covers all 200,000 (two hundred thousand)
Series C1 bonds with a total nominal value of PLN 20 million. The bonds will be redeemed. The early
redemption date has been set for 4 March 2026. On the redemption date, the Issuer will pay the
Early Redemption Amount, comprising: the nominal value of the bonds, a premium and interest.
(current report No. 6/2026)
31. On 3 April 2026, the Management Board of PragmaGO S.A. was informed that on 2 April 2026,
PragmaGO d.o.o. had been registered in the Croatian Register of Companies. PragmaGO d.o.o. is a
company incorporated under Croatian law with its registered office in Zagreb (Croatia). The Issuer
has acquired 100% of the shares in the share capital of PragmaGO d.o.o., which amounts to EUR
2,500. (current report No. 9/2026)
32. On 8 April 2026, the Company entered into agreements with CK LEGAL Chabasiewicz Kowalska i
Wspólnicy Spółka Komandytowo-Akcyjna, with its registered office in Kraków, concerning changes
to the pool of receivables securing the Series U, B1, C6, D2 and D3 bonds. The amendment involves
the exclusion of certain receivables from the pool and prevents their inclusion in the future. The
amendment will not result in a shortfall in collateral and does not constitute a change to the terms
of the bond issue. It was carried out in accordance with the issue documentation and is intended to
enable the Company to secure new financing, secured against the excluded receivables. (current
report No. 10/2026)
33. On 20 April 2026, the Management Board of PragmaGO S.A. was informed that the Company had
obtained two certificates confirming the compliance of its implemented management systems with
international standards:
1) Certificate of compliance with the PN-EN ISO/IEC 27001:2023-08 standard in the field of
online financial services for businesses. This certificate confirms that the Company has
implemented an effective Information Security Management System (ISMS), covering
processes for the identification, assessment and management of information security risks
in the provision of financial services.
2) Certificate of compliance with the PN-EN ISO 22301:2020-04 standard in the field of online
financial services for businesses. This certificate confirms that the Company has
implemented an effective Business Continuity Management System (BCMS), ensuring
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
20
readiness to respond to operational disruptions and maintain key business processes in
crisis situations. (current report no. 14/2026)
3.1. Information on legal proceedings
The Company is involved in a number of legal proceedings relating to its core business
(i.e. for the payment of amounts due arising from loans and factoring arrangements). None of these is
material to the Company’s operations.
3.2. Achievements in research and development
During the reporting period, the entity did not carry out any research and development activities.
4. Development strategy
In accordance with the assumptions of the Company’s Management Board set out in the strategy for 2023–
2027, PragmaGO focuses its resources primarily on:
● Technology enabling the optimisation of products, processes and the customer experience,
● Ensuring a broad range of products and channels to reach a wide range of customers and generate
synergies between products and channels,
● Development in the embedded finance segment (system distribution), which is expected to grow fastest
in the promising market for micro and small business financing,
● Managing the customer experience by offering an ever-improving CX (Customer Experience) based on
customer insights and a segmented approach to products and processes,
● International expansion as a means of building scale, as well as increasing the value of the offering for
Polish customers,
● Data analysis to personalise the offering for customers and increase the organisation’s efficiency,
● Improving risk assessment based on the volume and quality of data on micro and small businesses from
partner channels, which is unavailable to competitors,
● Increasing automation in operational and risk assessment processes,
● Diversifying funding sources across multiple dimensions (such as: geography, segment, instrument,
model).
In 2024, a significant event in the Company’s history was the signing of an agreement to acquire a majority
stake in Telecredit IFN SA, based in Bucharest (Omnicredit brand), which represented a key step in the
Group’s international expansion strategy. Telecredit is the Romanian market leader in digital factoring for
the small and medium-sized enterprise sector. This was PragmaGO’s first foreign investment, designed to
ensure further dynamic growth of the factoring business whilst enabling the development of an embedded
finance segment in Romania. The acquired company’s results strengthened the Group’s income statement
and consolidated balance sheet. In 2025, the company continued its strategic international expansion,
resulting in the establishment in early 2026 of two foreign subsidiaries based in Spain (PragmaGO Spain
S.L.) and Croatia (PragmaGO d.o.o.).
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
21
Sustainable development strategy
In 2025, the Organisation developed and published the principles of its ESG Strategy, which expands on a
key aspect of the company’s overall mission, focusing on ensuring that micro and small businesses have
equal access to capital. ESG initiatives support this objective by offering simple and easily accessible
financial products that minimise the financial and administrative barriers faced by small businesses.
The ESG Strategy clarifies PragmaGO’s vision by directing innovative financial solutions (such as embedded
finance) towards increasing access to capital for entities that cannot find suitable services within the
traditional financial system or have limited access to it due to a lack of knowledge, resources and data
required to navigate the typical credit process.
Integrating the ESG strategy with PragmaGO’s mission and vision enables the company to achieve its
business objectives in a responsible and sustainable manner, benefiting both the company and its
stakeholders. By focusing on equal access to the financial system and bridging the financial gap, PragmaGO
supports the development of micro and small enterprises in the Central and Eastern European region.
4.1. Factors determining the Company’s further development
The Company intends to continue its current business model, focusing on further development and the
achievement of strategic objectives. In particular, it plans to continue its expansion into new foreign
markets, which is one of the key strategic priorities of the Company. The Company’s results in subsequent
periods are determined by a number of factors, both internal and external. The macroeconomic situation in
Poland influences the demand for financing among small and medium-sized enterprises. During periods of
economic growth, companies seek capital for expansion, new technologies and production development.
Higher turnover in the B2B sector also leads to increased demand for financing in the form of BNPL (‘Buy
now – Pay later’) loans and MCA (Merchant Cash Advance) financing. Monetary policy decisions regarding
interest rates in Poland affect the attractiveness of the financial services provided. At the same time,
interest rates affect the cost of external capital for financing day-to-day operations. The future economic
and geopolitical situation also impacts the financial health of companies and, consequently, their ability to
meet financial obligations on time. Furthermore, existing competition from banks and non-bank institutions,
as well as their range of financial products, will influence the retention of existing customers and the
acquisition of new ones.
A factor affecting every type of business activity is changes in legislation relating to the relevant market.
The Entity’s further development may be affected by new legal regulations concerning taxation and
payment transactions in Poland, including in particular factoring transactions. The Entity’s Management
Board is currently unaware of any significant plans for legislative changes affecting the market in which it
operates, but it cannot rule out that such changes will occur within the next 12 months.
In line with its implemented strategy, the Company is strengthening its brand position in the Polish market
and plans to capitalise on growth potential in the Romanian market through the acquisition of Telecredit, as
well as to establish a market position in Croatia and Spain based on newly established companies. An
important internal element of the strategy is the continued automation and optimisation of internal
processes. The rapid and accurate identification of customer needs, with a particular focus on the partner
channel, followed by the creation and implementation of products, tools and processes supporting partners’
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
22
business activities, based on modern online solutions, will be key to the further development of both the
Company and the entire Group, its competitive position and profitability.
In line with the strategy developed and implemented by the Entity and the Group, we anticipate that the
positive trend in results will continue in the coming periods due to the following factors:
● there is significant scope for further growth in scale, understood as portfolio value and,
consequently, revenue,
● further growth of the portfolio in the Merchant Cash Advance and BNPL loan segments based on
existing partnerships,
● operating costs are expected to rise significantly more slowly, and this increase will mainly concern
variable costs (directly linked to revenue) rather than fixed costs,
● risk costs should decrease relative to generated revenue due to further optimisation of scoring
models,
● there is a systematic reduction in the Entity’s average cost of debt financing.
4.2. Assessment of the feasibility of investment plans, including capital
investments, in relation to the amount of funds available, taking into account
possible changes in the financing structure of such activities
The 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
analyses requirements relating to the refinancing of liabilities, covering current operating costs, the
acquisition of entities operating in the financial sector, and the development of technological infrastructure
and financial services for business clients.
5. Capital and financing of the Company’s operations
5.1. Shares and Shareholders
5.1.1. Share capital
The Company’s share capital as at 31 December 2025 amounted to PLN 8,481,652.00 and was divided into
8,481,652 shares with a nominal value of PLN 1 each. The share capital has changed since the end of the
previous year, 2024, as described in section 5.1.3.
5.1.2. Shareholder Structure
The largest shareholder of PragmaGO S.A. is Polish Enterprise Funds SCA, which as at 31 December 2025
held 7,876,000 shares, representing a 92.85% stake in the share capital and a 93.4% stake in the total
number of votes.
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
23
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
24
The Company’s largest
shareholders as at 31
December 2025
Numbe
r of
shares
(in
thousa
nds)
Number
of votes
(in
thousan
ds)
Nominal
value of
shares
(PLN)
Value of
shares held
(in thousands
of PLN)
Share in share
capital
Share of
votes in
the total
number
Polish Enterprise Funds SCA
7,876
8,579
1.00
7,876
92.9%
93.4%
NPL NOVA S.A.
552
552
1.00
552
6.5%
6.0%
Others
54
54
1.00
54
0.6%
0.6%
TOTAL:
8,482
9,185
-
8,482
100.0%
100.0%
The Entity’s largest
shareholders as at 31
December 2024
Number of
shares
(in
thousands)
Number of
votes
(in
thousands)
Nominal
value of
shares
(PLN)
Value of
shares held
(in
thousands
of PLN)
Share in share
capital
Share of
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%
100.0%
Shares held by management and supervisory personnel are disclosed in the annual separate financial
statements in Note 25.
Members of the Management Board do not hold options on the Company’s shares.
Members of the Company’s Supervisory Board do not hold, directly, any shares or share options in the Parent
Company.
5.1.3. Changes in the level of capital and shareholder structure of
Changes in the level of share capital compared to the end of 2025 result from:
● a capital increase of PLN 1,180,129.00 through the issue of 1,180,129 Series K shares on 9 January
2025
● a capital increase of PLN 437,922.00 through the issue of 437,922 Series L shares on 25 July 2025
● a capital reduction of PLN 27,440.00 through redemption of 27,440 Series G shares with effect from
13 October 2025.
Consequently, the shareholder structure has changed in accordance with the tables presented in section
5.1.2.
No changes occurred in the share capital or the shareholder structure after the end of the reporting period.
The Management Board Report on the Activities of PragmaGO S.A. for the period from 1 January 2025 to 31
December 2025
25
5.1. 4. Treasury shares
During the reporting period, PragmaGO S.A. did not acquire any treasury shares. The balance of treasury
shares held by the Company at the beginning of the reporting period amounted to PLN 467,866.05 (27,440
shares), and these shares have been redempted during the year, which was registered with the National
Court Register on 13 October 2025.
5.2. Issuances of bonds
Since 2011, the Company has been an issuer of, amongst other things, bonds listed on the Catalyst market.
The Company meets its obligations under the bonds in a timely manner, in particular by paying interest
coupons on the bonds on time and redeeming the bonds on their maturity dates.
Since 2011, as at 31 December 2025, the Company has issued a total of 38 series of bonds with a nominal
value of PLN 717.6 million and 2 series of bonds denominated in euros with a value of EUR 8.5 million.
24 series of bonds with a total value of PLN 336.8 million (maturing by 31 December 2025) were repaid on
time or early in cash, without rollover. As at the balance sheet date, PragmaGO S.A.’s total bond debt
amounts to PLN 380.8 million and EUR 8.5 million.
By 31 December 2025, PragmaGO S.A. had paid its bondholders over PLN 118.8 million in interest and
premiums.
Information on the bonds issued and on redemptions, including early redemptions during the reporting
period, is provided in Note 16 to the separate annual financial statements.
Proceeds from the bond issue were used to cover current operating costs, finance the purchase and
development of IT infrastructure, and refinance loan or bond debt.
5.2.1. Changes in the structure of the Company’s bondholders
The Company’s bonds are listed on the Catalyst market, which means that they may be freely bought and
sold on the secondary market. This may lead to regular changes in the structure of bondholders resulting
from transactions entered into by investors.
0
20
40
60
80
100
120
140
160
180
200
2011 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Bond issued by PragmaGO S.A.
Issue value PLN [million] Issue value EUR [million]
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5.2.2. Fulfilment of financial liability forecasts
In accordance with the requirements of Article 35(1b) of the Bonds Act of 15 January 2015 (Journal of Laws
2024, item 708) The issuer has provided an explanation of the differences between the financial liability
forecasts and the actual level of liabilities in Note 32 of the Notes to the Separate Financial Statements.
6. Outlook, risks and threats
6.1. Operating market and market position
The Company’s primary geographical market is Poland. PragmaGO maintains its position among factoring
companies in Poland, whilst aiming to become the leader among non-bank factoring providers. The entity
has focused its factoring offering on the micro and small business sector, which demonstrates significant
demand for alternative sources of business financing to those provided by banks. Furthermore, the
Company is constantly developing its lending offering, providing financing to business clients, primarily
through embedded finance. Specialised know-how, a high level of equity and the ability to utilise financial
leverage, combined with marketing activities aimed at strengthening brand recognition and highlighting the
distinctive features of the Company’s offering, will result in future periods in an increase in the customer
portfolio, the value of financed receivables and financial results.
6.2. Risk factors and threats
6.2.1. Credit risk
Credit risk is the risk of incurring a financial loss in a situation where a client or the counterparty to a financial
instrument fails to meet its contractual obligations. The credit risk to which PragmaGO is exposed relates
primarily to the financing it provides in the form of factoring and loans, and to a lesser extent to trade
receivables.
In the case of factoring services, the risk of the debtor’s insolvency is mitigated by a claim for reimbursement
against the factor in the form of recourse. Furthermore, in order to mitigate this risk, the Company has built
a diversified portfolio of debtors, which is additionally monitored. The structure of receivables collateral
employed by the Company includes: receivables insurance, collateral in the form of mortgages and pledges,
and third-party guarantees, which provide the Company with independent sources of repayment for
factoring receivables.
Loans are a financial instrument with a higher credit risk than factoring; they are granted for longer periods
than factoring and most are unsecured. However, thanks to deep integration with partners who offer the
Company’s products within their ecosystems, the Company obtains unique data on potential customers,
enabling it to actively manage this risk. The risk of debtor default is mitigated by adjusting loan limits to the
borrower’s credit risk assessment and through monthly monitoring of financial data. Furthermore, the
Merchant Cash Advance/Revenue Based Financing products feature integrated repayment sources in the
form of cash flow assignments serving as collateral and automatic daily deduction instructions.
The entity is not dependent on any single customer and does not cooperate with any customer with whom
transactions would account for 10% of its assets. Given the level of diversification of the customer portfolio,
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the risk of losing a key customer is not material for the Company. Similarly, the portfolio structure by debtor
does not show any share exceeding 10% of assets. The Company’s sales are dominated by sales to domestic
entities. Due to the nature of its operations, the Company is not dependent on any single supplier.
As part of the Issuer’s credit risk management, provisions for expected credit losses are recognised on short-
and long-term financial assets, including individual provisions for expected credit losses where impairment
has been identified and statistical provisions for expected credit losses (for expected losses) on receivables
where impairment has not yet been identified – a description of the methodology applied is included in point
IV.5 Significant Accounting Policies in the introduction to the separate financial statements.
Credit risk is minimised by the increasing diversification of the portfolio and the reduction in the size of
individual exposures. Nevertheless, this risk is significant for the Company.
6.2.2. Market risk
Market risk arises from the fact that changes in market prices, such as exchange rates and interest rates,
will affect the Entity’s results or the value of the financial instruments held. The objective of market risk
management is to maintain and control the Company’s exposure to market risk within the established
parameters, whilst striving to optimise the rate of return. An appropriate policy for managing interest rate
and currency risk has been identified as one of the key elements necessary for the effective implementation
of PragmaGO S.A.’s development strategy.
The following should be highlighted as key market risks:
● interest rate risk – The Company is exposed to interest rate risk because a significant portion of its
operating activities is financed through financial instruments (bonds and bank loans), the cost of which is
determined precisely on the basis of market interest rates. The Company’s revenue from the provision of
financing services is also dependent on market interest rates, as in its contracts with clients the Company
reserves the right to change its remuneration rates in the event of changes in market interest rates.
Operating in a competitive market, it may not be possible to pass on the higher costs of debt financing in
full and immediately to higher levels of remuneration for the services provided.
● Currency risk – The Company 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 currency position of
assets and liabilities. The level of risk could increase in the event of potential restrictions on debt financing
in foreign currencies.
● Liquidity risk – This risk has so far been low for the Company. The Company holds sufficient cash and
has available, unused credit facilities. This risk may increase in the event of any temporary difficulties in
obtaining additional debt financing. In such a case, the Company will be forced to settle its financial liabilities
by realising its receivables portfolio, which, given its liquidity, will be an effective means of settling liabilities,
but will affect the Company’s results by reducing the scale of its operations. The Company manages this
risk by maintaining appropriate limits on available funds.
Note 22 to the separate financial statements contains a detailed description of the risks and the methods
used to manage them.
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6.2.3. Liquidity and financing risk
Liquidity and financing risk is the risk of being unable to meet, at a reasonable cost, monetary obligations
arising from on-balance-sheet and off-balance-sheet items. The Company has full capacity to settle its
liabilities; however, 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 by debt capital in the form of
bonds, bank loans and borrowings, and leases.
The entity anticipates expanding the scale of its operations, in particular by increasing the value of its active
debt portfolio. The growth in the portfolio’s value necessitates the raising of additional funds, including in
the form of interest-bearing debt. With a high level of financial leverage, higher than the current level, a
deterioration in debt recovery, higher debt servicing costs, lower revenues or other negative factors could
quickly lead to a significant deterioration in the Company’s financial position. Consequently, the Company
may not be able to repay its debt, including that arising from the bonds issued.
6.2.4. Technological risk
The Entity’s and the Group’s business model envisages expansion in the area of digitally delivered financing
services. In accordance with the Management Board’s assumptions in the 2023–2026 strategy, PragmaGO
prioritises expenditure on the development of technology enabling the optimisation of products and
processes, product volumes and distribution channels, with a particular focus on the Embedded Finance
segment (systemic distribution), data analysis and the refinement of risk assessment, as well as increasing
the automation of operational and risk assessment processes. All these elements require significant
investment in IT systems to ensure that their functionalities and solutions align with the latest market trends
and needs. When developing the system distribution channel in cooperation with Partners, the Company
must adapt its software to the Partner’s requirements each time it integrates its services into the Partner’s
system. Entering new market niches (new customers, new products) also entails the need to adapt
customer credit assessment systems to new requirements. This means that the Company’s development
in the chosen direction—the provision of digital financial services—will require continuous capital
expenditure on software development, implementation and updates.
6.2.5. Risks associated with the systematic distribution of financial services
One of the key factors determining the implementation of the adopted strategy and, consequently, the
maintenance of a rapid pace of growth in the coming years is the expansion of sales within the systemic
distribution channel. As part of its technical integration with partners, the Company provides financial
services to their ecosystems, enabling the partners’ counterparties to use these PragmaGO services through
them. The withdrawal of one of the largest partners from the cooperation could have a negative impact on
growth dynamics or even cause a decline in the value of financed receivables across the entire partner
channel and, overall, negatively affect the Entity’s results. The risk of losing a partner is significantly reduced
by the characteristics of the system-based distribution model, which relies on deep technical integrations
in which partners invest their own resources and funds. In this type of distribution, there are high switching
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costs and high barriers to entry for competitors. Furthermore, the risk associated with the loss of key
partners is mitigated by the inclusion of appropriate contractual provisions regarding the notice period for
terminating the contract.
The Management Board assesses the significance of the risk associated with the system-based distribution
of its services as medium. It assesses the likelihood of this risk materialising as low.
6.2.6. Competition risk
In the factoring sector, the largest players currently operate as bank factoring companies, targeting their
services primarily at large enterprises. The Company has designed its services with the needs and
expectations of micro, small and medium-sized enterprises in mind. In the lending sector, the risk of
competition is significant, particularly in the non-banking sector. As a fintech company, PragmaGO has a
significant competitive advantage in its loan products, including embedded finance products, in the form of
technological credit risk assessment processes based on automated algorithms and the simplification of the
financing approval procedure, inter alia through integration with Partners’ platforms. This risk is of moderate
significance to the Entity.
6.2.7. Risk of price changes and significant disruptions to cash flows to which the
Company is exposed
The Company is exposed to financial risks, which include the risk of price fluctuations, significant disruptions
to cash flows and loss of financial liquidity. In the course of its financial activities, the Company is only to a
very limited extent directly exposed to the risk of fluctuations in the prices of raw materials, energy or
supplies; however, these risks indirectly affect customers and debtors and their financial situation, which in
turn may result in the risk of disruptions to cash flows. The entity monitors credit exposures on an ongoing
basis and secures its portfolios through insurance, mortgages, pledges and guarantees received. Credit
limits are established on the basis of procedures for assessing the risk of the factor and/or the debtor. The
risk of loss of financial liquidity is minimised by ensuring diversified sources of financing for operations and
maintaining an appropriate level of available funds in the form of credit limits.
6.2.8. Factors and events, including those of an unusual nature, having a material
impact on the Separate Annual Financial Statements
No unusual events occurred during the reporting period.
6.2.9. The Entity’s financial risk management objectives and methods, including methods
for hedging significant types of planned transactions for which hedge accounting is
applied
Aspects of financial risk management are described in notes 22.3–22.5 to the separate annual financial
statements.
The entity does not apply hedge accounting.
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6.3. Impact of military conflicts on the Company’s operations
The ongoing military conflict in Ukraine and the unstable situation in the Middle East constitute risk factors
that may affect the macroeconomic environment in which the Company operates. Persistent geopolitical
uncertainty may lead to volatility in financial markets, inflationary pressure, exchange rate fluctuations and
changes in interest rates. The Company does not conduct operational activities in territories affected by
armed conflicts and has no significant direct exposures to entities from these regions. Nevertheless, the
geopolitical situation may indirectly affect the financial condition of the Company’s customers, and thus
their ability to meet their financial obligations on time.
The Management Board of PragmaGO S.A. monitors developments on an ongoing basis and assesses the
potential impact on the Company’s operations, taking measures to mitigate any adverse effects. As at the
date of this report, the Management Board has not identified any material direct impact of armed conflicts
on the Company’s financial position and results.
7. Statement on the application of corporate governance
The Management Board of PragmaGO S.A., with a view to ensuring the security, transparency and effective
management of the Company, undertakes to comply with corporate governance. Effective corporate
governance is key to the Company’s sustainable development and to building stakeholder trust. Acting in
accordance with § 70(6)(5) of the Regulation of the Minister of Finance of 6 June 2025 on current and
periodic information disclosed by issuers of securities and the conditions for recognising as equivalent
information required by the laws of a non-member state (i.e. Journal of Laws 2025, item 755), as amended,
the Management Board of PragmaGO S.A. hereby presents a statement on the application of corporate
governance principles in 2025.
Compliance Department
The company has an internal Compliance Department, whose task is to ensure that the company’s
operations comply with the law, industry regulations and internal procedures. Its main objective is to
minimise legal, financial and reputational risk.
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Sustainability Report
Further details on sustainability at PragmaGO will be available in the Group’s Sustainability Report for 2025,
which will be published 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 supervised by the
Polish Financial Supervision Authority. The Entity applied its own corporate governance principles,
developed on the basis of the recommendations contained in the Corporate Governance Principles for
Supervised Institutions issued by the Polish Financial Supervision Authority, which are available on the PFSA
website “Corporate Governance Principles for Supervised Institutions (for all sectors) – Polish Financial
Supervision Authority (knf.gov.pl)” to the extent specified in this statement.
The entity does not apply corporate governance principles that go beyond the requirements of national law.
Given the scale of its operations, the scope of application of the corporate governance principles has been
limited. The entity did not apply the recommendations under §28 and §30 “Remuneration Policy” concerning
the existence of a remuneration policy and the preparation of a report assessing the functioning of the
remuneration policy.
Furthermore, the principles set out in Chapter 9 concerning the management of assets acquired at the
client’s risk are not relevant to the Entity’s operations.
7.2. Internal control system
The Management Board of PragmaGO is responsible for the internal control system and its effective
operation. The internal control and risk management system relating to the financial reporting process is
implemented through established internal procedures for the preparation and approval of financial
statements.
The financial statements are prepared by the finance and accounting department under the supervision of
the Company’s Chief Accountant and are then reviewed by the Deputy Finance Director and the Vice-
President of the Management Board – Finance Director, with their final content being approved by the
Management Board by way of a resolution.
Financial statements approved by the Management Board are subject to audit by a statutory auditor,
appointed by the Company’s Supervisory Board on the basis of a recommendation from the Audit
Committee.
The Company monitors on an ongoing basis the changes required by external laws and regulations relating
to reporting requirements and prepares for their implementation well in advance.
7.3. General Meeting
PragmaGO’s General Meetings are held in accordance with the rules set out in the Commercial Companies
Code, the Articles of Association and the Rules of Procedure of the General Meeting. The powers of the
General Meeting include, in particular:
a. considering and approving the financial statements and the Management Board’s report on the Capital
Group’s activities for the previous financial year;
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b. granting discharge to members of the Company’s governing bodies in respect of the performance of their
duties;
c. adopting resolutions on the distribution of profit or the coverage of losses;
d. appointing and dismissing members of the Supervisory Board,
e. increasing and reducing the share capital;
f. amending the Company’s Articles of Association;
g. adopting resolutions on the merger, reversal and liquidation of the Company, and appointing a liquidator
or liquidators;
h. adopting resolutions on the issue of convertible bonds or bonds with pre-emptive rights;
i. granting consent to the sale and lease of the undertaking or an organised part thereof, and to the
establishment of a limited real right thereon;
j. determining the rules for the remuneration of members of the Supervisory Board;
k. considering matters referred to it 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 by way of their
acquisition by the Company and determining the terms and conditions of such redemption;
m. creating reserve funds and deciding on their use;
n. establishing and abolishing special funds.
The Rules of Procedure of the General Meeting are publicly available on the website at
https://inwestor.pragmago.pl/regulamin-walnego-zgromadzenia/.
7.4. The Management Board
The Management Board of the Company consists of no fewer 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. The powers of the Management Board are set out in the Company’s Articles of Association
and the Management Board Regulations issued on the basis thereof, the Commercial Companies Code and
other generally applicable legal provisions. The Management Board is required to submit periodic monthly
reports on the Capital Group’s activities to the Supervisory Board, covering reports on the operational and
financial activities for the given month, together with a comparison to the Budget and the previous year,
prepared in the same format as the Budget, and to submit periodic monthly reports covering, among other
things, production, net portfolio, key risk parameters, the balance sheet and profit and loss account for the
month in question, together with a comparison to the Budget and the previous year, prepared in the same
format as the Budget.
In accordance with the Articles of Association, the Management Board of PragmaGO S.A. consists of
between 1 and 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 Management Board are obliged to act in the best interests of the companies, being
responsible for their operations and strategic development, whilst ensuring the efficiency and security of
their functioning. The Management Board operates in accordance with the provisions of the Code, the
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Articles of Association, the Corporate Governance Principles as adopted by the Group, and the Rules of
Procedure of the Management Board published on the website:
https://inwestor.pragmago.pl/lad-korporacyjny/regulamin-zarzadu/.
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The composition of the Management Board as at 31 December 2025 was as follows:
President of the Management Board
Tomasz Boduszek
Vice-President of the Management
Board
Jacek Obrocki
Vice-President of the Management
Board
Danuta Czapeczko
Vice-President of the Management
Board
Łukasz Ramczewski
President of the Management Board – Tomasz Boduszek
He has served as President of the Management Board of PragmaGO SA
since 2011. He built the PragmaGO Group from the ground up. He
transformed a debt collection start-up with initial capital of PLN 50,000
into a rapidly growing fintech company. Tomasz Boduszek has
experience in successfully growing businesses through M&A. He has
participated in ten such transactions (including seven times as CEO of
the acquiring party and three times as CEO of the selling party). Since
2022, he has managed various companies within the PragmaGO Group,
listing them on New Connect, the main market of the Warsaw Stock
Exchange, and the Catalyst bond market.
Vice-President of the Management Board – Jacek Obrocki
An economist with over 20 years’ experience, gained, amongst other
things, as head of the investment banking department at BDM
Brokerage House. He specialises in investment banking and financial
and stock market analysis. He holds, amongst other qualifications, the
Chartered Financial Analyst (CFA) designation and has completed
numerous training courses in JBO, MBO, M&A, accounting (PSR, IAS,
US GAAP), securities trading law and commercial law. A PragmaGO
expert in financial market analysis and macroeconomics, contributing
to publications such as Puls Biznesu and specialist websites including
obligacje.pl and inwestycje.pl.
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Vice-President of the Management Board – Danuta Czapeczko
She has over 16 years’ experience in marketing and sales
management. She has been with PragmaGO since 2011. She
specialises in embedded finance services for businesses, bringing
new solutions to market for Polish entrepreneurs. She coordinates the
work of a team of managers responsible for cooperation with partners
such as Allegro, Polskie ePłatności (Nexi Group), PayTel, Tpay, PayU,
imoje, Comfino (Comperia) and Shoper. Speaker at industry panel
discussions, including “Fintech and E-commerce Linking Days”, “Risk
and Supervision Meeting”, and “E-commerce: Opportunities, Trends,
Challenges”.
Vice-President of the Management Board – Łukasz Ramczewski
A manager with over 12 years’ experience in financial markets,
factoring and SME financing. He has been with PragmaGO since 2010,
where he has served as Sales Director since 2018, leading a team of
over a dozen people. He plays an active role in developing financial
products and solutions based on the evolving needs of Polish
businesses. He conducts training sessions on factoring for financial
brokers.
In 2025 and from the balance sheet date until the date of this statement, the composition of the
Management Board has not changed.
Remuneration and other benefits
Information on the remuneration of Management Board members is provided in Note 26 of the Notes to the
Separate and Consolidated Financial Statements.
The agreements concluded with management personnel provide for a paid non-competition period of
between 6 and 12 months in the event of termination of the service agreement.
The entity does not have any equity-based incentive or bonus schemes.
7.5. The Supervisory Board
Members of the Supervisory Boards are guided by the independence of their assessments and actions, and
their work is characterised by a culture of debate and high-quality analysis. The Supervisory Boards monitor
the implementation of strategic objectives and the financial performance of the companies, exercising
oversight over the activities of the Management Boards. Regular meetings, audits and assessments of the
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performance of members of the management bodies ensure effective control over the implementation of
the Entity’s and the Group’s strategies.
The composition of the Supervisory Board as at 31 December 2025 was as follows:
Chairman of the Supervisory Board Dariusz Prończuk
Member of the Supervisory Board Bartosz Chytła
Member of the Supervisory Board Grzegorz Grabowicz
Member of the Supervisory Board Agnieszka Kamola
Member of the Supervisory Board Michał 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. An Audit Committee operates within the Supervisory Board.
Dariusz Prończuk – Chairman of the Supervisory Board
A graduate of the Faculty of Foreign Trade at the Warsaw School of Economics. Managing Partner and
Member of the Management Board of Enterprise Investors sp. z o.o. He has 35 years’ experience in private
equity and corporate finance in Central Europe. Since 1993, he has led over 20 investments at Enterprise
Investors, primarily in the financial services, IT, construction and FMCG sectors. Key investments include
Lukas, Comp Rzeszów (now Asseco Poland), COMP, Magellan, Kruk, Netrisk and AVG. He sits on the
supervisory boards of companies in the Enterprise Investors portfolio, including Vehis Sp. z o.o. and Rentiers
sp. z o.o..
In 2021, Enterprise Investors completed the acquisition of 92.56% of PragmaGO through the Polish
Enterprise Fund VIII (PEF VIII). In the same year, Dariusz Prończuk took up the position of Chairman of the
Supervisory Board of PragmaGO S.A. He is also one of the project partners responsible for the investment
in PragmaGO (together with Jakub Kuberski).
Bartosz Chytła – Member of the Supervisory Board
A graduate of the Faculty of Management and Marketing at the AGH University of Science and Technology
in Kraków. He holds an MBA from the École nationale des ponts et chaussées in Paris and the University of
Bristol. He began his professional career in 1996 at Pierwszy Polsko-Amerykański Bank S.A. From 2004, he
held the position of Vice-President of the Management Board of Fortis Bank S.A. Between 2008 and 2012,
he was first a Member and later President of the Management Board of DnB NORD Polska S.A. From 2012 to
2013, he served as Vice-President of the Management Board of Getin Holding S.A. From 2013 to 2015, he
was 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. In 2021, following the acquisition of PragmaGO
by Enterprise Investors, he became a Member of the Supervisory Board of PragmaGO S.A. He continues to
hold this position to this day.
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Grzegorz Grabowicz – Member of the Supervisory Board
He graduated from the University of Łódź in 1998 from the Faculty of Management and Marketing,
specialising in accounting. In 2010, he completed a programme organised by Nottingham Trent University
and WSB at the University of Poznań, obtaining an EMBA (Executive Master of Business Administration). He
also holds the title of Certified Public Accountant. Since January 2019, he has been a Member of the
Management Board and Chief Financial Officer at Mabion S.A. He gained his knowledge and experience in
management whilst working in the Audit Department at Deloitte between 1998 and 2003, and in 2003 as
Financial Controller at BFF Polska S.A. (formerly Magellan S.A.), and from 2004 to 2017 as Chief Financial
Officer 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 to 2017, he was a member
of the Supervisory Board of Magellan Czech Republic and Magellan Slovakia. From 2013 to 2017, he was
Chairman of the Supervisory Board of MEDFinance S.A., and from 2014 to October 2018 – Member of the
Supervisory Board of Skarbiec Holding S.A. from October 2017 to August 2020 – Member of the Supervisory
Board of Develia S.A. (formerly LC Corp S.A.), and from June 2018 to May 2019 – 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.
Agnieszka Kamola – Member of the Supervisory Board
She graduated from the Kozminski University in Warsaw with a degree in finance and banking. She has over
21 years’ experience in sales, including more than 20 years in the field of electronic payments in e-
commerce. She was responsible for managing direct and indirect sales, holding managerial positions at
companies such as eCard, eService, PayU and Straal. In 2021, she was appointed a Member of the
Supervisory Board of PragmaGO S.A. She continues to hold this position to this day.
Michał Kolmasiak – Member of the Supervisory Board
A graduate of the University of Wrocław, Faculty of Law and Administration, from which he graduated in
2001. In the same year, he began his professional career, taking up a position at Dom Obrotu
Wierzytelnościami Cash Flow S.A. and Sofor Inkaso s.c. as a debt collection specialist. From April 2002, he
served as 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 as Vice-President of the Management Board of Pragma Inkaso S.A.,
before taking the helm of the company as President of the Management Board in February 2021. Between
2008 and 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 Management Board at Guardian Investment sp. z o.o.
Jakub Kuberski – Member of the Supervisory Board
A graduate of the University of Warsaw, specialising in computer science, econometrics and law. He has 10
years’ experience in the private equity sector. Between 2010 and 2013, he worked as an Analyst and
Associate at Kulczyk Investments. He has been with Enterprise Investors (EI) since October 2013. He began
his career at EI as an Analyst, was subsequently promoted to Investment Director, and in July 2019 took up
the position of Vice-President. He is a member of the supervisory boards of companies in the Enterprise
Investors portfolio in the fields of modern technologies and financial services. In February 2021, he was
appointed to the Supervisory Board of PragmaGO S.A. He continues to hold this position to this day.
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Piotr Lach – Member of the Supervisory Board
A graduate of the Warsaw School of Economics, specialising in finance and accounting. Between 2014 and
2017, he worked at PwC Polska sp. z o.o. as an Associate. He has been with Enterprise Investors since 2017.
He began his career at the firm as an Analyst and has served as Investment Director since January 2021.
Since February 2021, he has been a Member of the Supervisory Board of PragmaGO S.A. He also sits on the
Supervisory Board of Ekoenergetyka - Polska S.A.
Audit Committee
The Audit Committee consists of three members appointed by the Supervisory Board. As at 31 December
2025, the Audit Committee comprised:
Grzegorz Grabowicz – Chairman of the Audit Committee, meeting the statutory independence criteria
Bartosz Chytła – meeting the statutory independence criteria
Jakub Kuberski
The composition of the Audit Committee remained unchanged during 2025.
Persons meeting the statutory independence criteria
Mr Bartosz Chytła and Mr Grzegorz Grabowicz meet the independence criteria set out for independent
members of the Audit Committee, as referred to in Article 129(3) of the Act on Statutory Auditors, Audit
Firms and Public Oversight of 12 July 2024 (Journal of Laws of 2024, item 1035), in Regulation (EU) No
537/2017 of the European Parliament and of the Council of 16 April 2014, and in the Audit Committee’s Rules
of Procedure.
Number of Audit Committee meetings held
In 2025, five meetings of the Audit Committee were held.
Remuneration
Information on the remuneration of Supervisory Board members is provided in Note 26 of the Notes to the
Separate Financial Statements.
7.6. Selection of the audit firm
The Audit Committee and the Supervisory Board of the Entity, pursuant to:
● the Act on Statutory Auditors, Audit Firms and Public Oversight of 12 July 2024 (Journal of Laws of
2024, item 1035) and
● Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014
on specific requirements regarding statutory audits of the financial statements of public-interest
entities and repealing Commission Decision 2005/909/EC,
have adopted for application:
● Policies and procedures for the selection of an audit firm and the provision of additional services by
an audit firm at PragmaGO S.A.
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The Supervisory Board, at the selection stage, and the Audit Committee, at the stage of preparing a
recommendation for an audit firm, are guided by the following guidelines:
● compliance with the requirement of impartiality and independence of the audit firm from the Entity;
● the audit firm’s previous experience in auditing the financial statements of public-interest entities;
● the audit firm’s previous experience in auditing the financial statements of entities
with a similar business profile;
● the ability to provide services to the extent required by the Entity;
● the professional qualifications and experience of the persons directly involved
in the audit;
● the proposed price;
● the availability of qualified specialists in specific areas relevant to the Entity’s financial reporting;
● the ability to conduct and complete the audit within the timeframe specified by the Entity;
● 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:
● the review of PragmaGO’s condensed interim separate financial statements for the six-month
periods ending 30 June 2024 and 30 June 2025, prepared in accordance with IAS 34 ‘Interim
Financial Reporting’.
On 12 June 2024, the Supervisory Board adopted Resolution No. 1/12.06.2024 on the appointment of an
audit firm to audit the financial statements of PragmaGO S.A. for the years 2024–2025. The Audit
Committee’s recommendation on this matter was drawn up in accordance with the specific principles
applied by the Group. On 11 July 2024, a service agreement was concluded with PricewaterhouseCoopers
Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., entered in the register of audit firms maintained
by the Polish Audit Oversight Agency under No. 144 (for the audit and review of the separate and
consolidated financial statements of the Company and the Capital Group. The audit firm’s remuneration is
disclosed in Note 27 to the Consolidated Financial Statements.
7.7. Articles of Association
PragmaGO’s Articles of Association are available on the PragmaGO Investor Relations website (Corporate
Governance – PragmaGO S.A.).
Amendments to the Company’s Articles of Association may be made in accordance with the provisions of
the Commercial Companies Code by way of a resolution to amend the Articles of Association, which must
be adopted by a two-thirds majority of votes at the General Meeting of Shareholders.
7.8. Information on diversity within the Management Board and Supervisory Board
PragmaGO applies the principle of diversity in the processes of selecting and assessing the qualifications of
supervisory and management board members. The aim of these practices is to ensure that every person
holding a position on the Company’s governing bodies possesses the appropriate competencies, and that
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40
the body as a whole possesses a broad range of knowledge, skills and experience necessary for effective
management and supervision.
As an organisation, we ensure that the composition of our bodies reflects diverse perspectives and takes
into account key criteria such as professional experience, education and specialist expertise. We place
particular emphasis on equal opportunities and the representation of diverse groups, thereby supporting
ESG principles, gender equality and inclusivity.
Our priority is to build management and supervisory teams that not only meet the highest professional
standards but also contribute to the Company’s sustainable and responsible development. By taking diverse
perspectives into account, we aim to enhance innovation, decision-making efficiency and value creation for
shareholders and stakeholders.
Composition of governing bodies
-
PragmaGO
Management Board Supervisory Board
Women 1 25% 1 14%
Men 3 75% 6 86%
8. The Management Board’s position regarding the likelihood of achieving
previously published financial forecasts for the year in question, in light of the
results presented in the quarterly report compared with the forecast results
The Entity does not publish financial performance forecasts. With regard to published forecasts concerning
financial liabilities, a comparison with actual performance and a commentary on deviations are included in
Note 32 ‘Other disclosures required by law – forecasts of financial liabilities’ of the separate annual financial
statements.
Yours faithfully,
The Management Board of
PragmaGO S.A.
President of the Management
Board
Tomasz Boduszek
Vice-
President of the
Management Board
Jacek Obrocki
Vice-
President of the
Management Board
Danuta Czapeczko
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Vice-
President of the
Management Board
Łukasz Ramczewski
Katowice, 22 April 2026
