GI Group Poland S.A. — AGM Information 2022

Jan 31, 2022

Attachment 1 - the full content of the announcement about the EGM

Announcement

about convening the Extraordinary General Meeting of the Shareholders of Gi Group Poland S.A., a joint-stock company with its registered seat in Warsaw

Management Board of Gi Group Poland S.A. with headquarters in Warsaw, ul. Grzybowska 3 lok. U6, entered into the Register of Entrepreneurs of the National Court Register under the number KRS 0000083941, whose registration files are kept by the District Court for Capital City of Warsaw, 12th Commercial Division of the National Court Register, the share capital is PLN 6,575,388.80, paid in full, REGON 932629535, NIP 897-16-55-469 ("Company"), informs that it has received the request of the Company's shareholder - GI International SRL with its seat in Milan, on convening an Extraordinary General Meeting with the proposed agenda and draft resolutions. In connection with the shareholder's request, the Management Board of the Company, pursuant to Art. 399 §1, art. 400, art. 402 ¹ §1 and 2 and 402 ² of the Act of September 15, 2000, Code of Commercial Companies (Journal of Laws 2000 No. 94, item 1037 as amended, "Code of Commercial Companies") and §10 sec. 3 and 4 of the Articles of Association, convenes an Extraordinary General Meeting to be held on March 17, 2022 at 12:00, at the Radisson Collection Hotel at ul. Grzybowska 24 in Warsaw.

Agenda:

• 1. Opening of the Extraordinary General Meeting,
• 1. Election of the Chairman of the Extraordinary General Meeting;
• 1. Confirmation that the Extraordinary General Meeting was duly convened and is capable of adopting resolutions,
• 1. Adoption of the agenda,
• 1. Adoption of a resolution on (i) increase of the Company's share capital through the issue of new ordinary series X bearer shares; (ii) application for admission and introduction of new issue series X shares to trading on the regulated market of the Warsaw Stock Exchange in Warsaw S.A., and (iii) amendments to the Company's Articles of Association,
• 1. Free motions; and
• 1. Closing of the Extraordinary General Meeting.

Based on Article. 402² of the Commercial Companies Code, the Company provides information on participation in the Extraordinary General Meeting of the Company and exercising the voting right.

1. A shareholder's right to request that certain matters be placed on the agenda of the General Meeting.

Pursuant to Art. 401 § 1 of the Commercial Companies Code, a shareholder or shareholders representing at least one twentieth of the Company's share capital may request that certain matters be placed on the agenda of the next general meeting. Such a request should be submitted to the Management Board of the Company no later than 21 (twenty one) days before the scheduled date of the meeting, i.e. by February 24, 2022. Such a request should include a justification or a draft resolution regarding the proposed agenda item.

Requests should be sent in writing to the Company's registered office or in electronic form to the following address: walne@gigroup.com.pl or by fax to: (71) 371-09-38.

The request should be accompanied by documents confirming the right to submit such a request, namely a certificate of deposit or a certificate issued by the entity maintaining the securities account on which the Company's shares held by the shareholder are recorded, confirming that he is a shareholder of the Company and the fact that he represents he has at least one-twentieth of the share capital of the Company. The request should also include:

a) in the case of shareholders who are legal persons or organizational units without legal personality - confirmation of the right to act on behalf of this entity, i.e. a current excerpt from the register competent for this person / entity,

b) in the case of shareholders who are natural persons - a copy of the document confirming the identity of the shareholder,

c) in the case of a request made by a proxy - a power of attorney to submit such a request signed by the shareholder and a copy of a document confirming the proxy's identity, and in the case of a proxy other than a natural person - a copy of an excerpt from the relevant register in which the entity is registered, confirming the authorization for the person acting on behalf of a proxy who is not a natural person.

In the case of shareholders submitting the request using electronic means of communication, the documents should be sent in PDF format. Sworn translations into Polish should be attached to documents drawn up in a language other than Polish. The shareholder bears the risk related to the use of electronic form of communication by the shareholder.

The form containing the application template for placing the matter on the agenda of the general meeting is available from the date of publication of this announcement on the Company's website (www.workservice.pl), in the "Investor Relations" section, in the General Meeting.

The Management Board shall immediately, but not later than 18 (eighteen) days before the scheduled date of the General Meeting, i.e. by February 27, 2022, announce changes to the agenda introduced at the request of shareholders. The announcement is made in the manner appropriate for convening the General Meeting.

2. A shareholder's right to submit draft resolutions on matters included in the agenda of the General Meeting or matters to be included in the agenda prior to the date of the General Meeting.

Based on Article. 401 § 4 of the Commercial Companies Code, a shareholder or shareholders of a public company representing at least 1/20 of the share capital may, before the date of the general meeting, report to the company in writing or using electronic means of communication (in the manner and to the Company's e-mail address provided in point 1 above) draft resolutions on matters included in the agenda of the general meeting or matters to be included in the agenda.

Requests made in writing should be submitted in person or sent by post to the Company's seat office or the address: ul. Gwiaździsta 66, 53 - 413 Wrocław.

Notification of draft resolutions regarding matters on the agenda of the General Meeting or matters to be added to the agenda should be made by the end of the day preceding the date of the general meeting, i.e. March 16, 2022. The Company cannot guarantee that it will be able to verify the above event on the day of the general meeting.

The form containing the template for submitting a draft resolution on the matter included in the agenda of the general meeting is available from the date of publication of this announcement on the Company's website (www.workservice.pl), in the "Investor Relations" section, in the General Meeting.

The company will immediately announce the notified draft resolutions on its website.

The draft resolutions should be accompanied by the documents specified in point 1 above, confirming the right to submit such a request, i.e. a deposit certificate (s) or registered certificate (s) on the right to participate in the general meeting of the Company and allowing for the identification of the shareholder, i.e .:

a) in the case of shareholders who are legal persons or organizational units without legal personality - confirmation of the right to act on behalf of this entity, i.e. a current excerpt from the register competent for this person / entity,

b) in the case of shareholders who are natural persons - a copy of the document confirming the identity of the shareholder,

c) in the case of a request made by a proxy - a power of attorney to submit such a request signed by the shareholder and a copy of a document confirming the proxy's identity, and in the case of a proxy other than a natural person - a copy of an excerpt from the relevant register in which

the entity is registered, confirming the authorization for the person acting on behalf of a proxy who is not a natural person.

In the case of shareholders submitting draft resolutions using electronic means of communication, the documents should be sent in PDF format. Sworn translations into Polish should be attached to documents drawn up in a language other than Polish. The shareholder bears the risk related to the use of electronic form of communication by the shareholder.

3. A shareholder's right to submit draft resolutions on matters placed on the agenda during the general meeting.

Based on Article. 401 § 5 of the Commercial Companies Code, each of the shareholders entitled to participate in the General Meeting may, during the general meeting, submit draft resolutions regarding the matters included in the agenda.

Moreover, the shareholder has the right to propose changes and supplements to the draft resolutions included in the agenda of the general meeting - until the end of the discussion on the item on the agenda including the draft resolution to which such a proposal relates. These proposals, together with a brief justification, should be submitted in writing - separately for each draft resolution - with the name and surname or company name (name) of the shareholder, to the Chairman of the General Meeting.

4. Information on the method of exercising the voting right by a proxy, including in particular the forms used during voting by a proxy and the method of notifying the Company about the appointment of a proxy by means of electronic communication.

A shareholder of the Company who is a natural person may participate in the General Meeting and exercise the voting right in person or through a proxy.

A shareholder of the Company other than a natural person may participate in the General Meeting and exercise the voting right through a person authorized to make declarations of will on his behalf or through a proxy.

A shareholder's proxy exercises all the shareholder's rights, unless the power of attorney states otherwise. The attorney may grant further power of attorney if it is stipulated in the power of attorney. One proxy may represent more than one shareholder.

If a shareholder has shares registered in more than one securities account, he may appoint separate proxies to exercise the rights attached to the shares registered in each of the accounts.

The power of attorney to vote by proxy should be granted in writing or in electronic form. The form containing the model power of attorney to participate in the General Meeting and exercise the voting right and the model of the declaration on the revocation of the above power of attorney is available from the date of publication of this announcement on the Company's website (www.workservice.pl), in the "Investor Relations" section in the General Meeting.

With regard to the power of attorney granted in writing, the attorney is obliged to show his / her identity at the opening of the General Meeting and to hand it over to the Company for attachment to the minutes of the General Meeting.

The Company should be notified of the granting or revocation of the power of attorney in electronic form to participate in the General Meeting and exercise the voting right by means of electronic communication by sending in PDF format, at the latest by the end of the day preceding the General Meeting, to the Company's e-mail address: walne@gigroup.com.pl a completed power of attorney form or power of attorney revocation.

All consequences related to improper granting of a power of attorney or its revocation as well as the risk related to the use of electronic communication in this respect shall be borne by the principal.

A power of attorney granted electronically does not require a secure electronic signature verified with a valid qualified certificate. For security reasons, the content should be submitted in PDF format.

In order to identify the Shareholder granting the power of attorney, the power of attorney should include:

a) in the case of a shareholder who is a natural person - a copy of the identity card, passport or other official identity document of the shareholder. Additionally, a shareholder who is a natural person should attach a declaration of consent to the processing of personal data by the Company in order to identify the shareholder for the purpose of verifying the validity of the power of attorney granted in electronic form,

b) in the case of a shareholder other than a natural person - a copy of an excerpt from the relevant register or other document confirming the authorization to authorize the proxy to represent the shareholder at the general meeting.

In case of doubts as to the authenticity of the copies of the above-mentioned documents, the Management Board of the Company reserves the right to require the attorney to present:

a) in the case of a shareholder who is a natural person - a copy certified to be true to the original by a notary public or other entity authorized to certify a true copy of the identity card, passport or other official identity document of the shareholder;

b) in the case of a shareholder other than a natural person - the original or a copy certified to be true to the original by a notary public or other entity authorized to certify an excerpt from the relevant register or other document confirming the authorization to authorize the proxy to represent the shareholder at the general meeting.

In order to identify the attorney, the Management Board of the Company reserves the right to request the attorney to present the following when drawing up the attendance list:

a) in the case of a representative who is a natural person - a copy of the identity card, passport or other official identity document of the representative;

b)in the case of an attorney other than a natural person - the original or a copy certified to be true to the original by a notary public or other entity authorized to certify an excerpt from the relevant register or other document confirming the authorization of the natural person (s) to represent the attorney at the general meeting.

In the event of a discrepancy between the shareholder's data indicated in the power of attorney and the data on the list of shareholders prepared on the basis of the list received from the entity maintaining the securities deposit (Krajowy Depozyt Papierów Wartościowych S.A.) and provided to the company in accordance with Art. 406³ of the Commercial Companies Code, the shareholder and the proxy may not be allowed to participate in the General Meeting.

The right to represent a shareholder who is not a natural person should result from an excerpt from the relevant register (submitted in the original or a copy certified to be true to the original by a notary), or a series of powers of attorney presented when preparing the attendance list. The person / persons granting a power of attorney on behalf of a shareholder who is not a natural person should be listed in the current excerpt from the register appropriate for a given shareholder.

A member of the Company's Management Board and an employee of the Company may be shareholders' proxies at the General Meeting.

For the purpose of enabling the Company to contact the shareholder in order to verify the validity of the power of attorney granted in electronic form, the shareholder sends, along with the above the form, your telephone number.

Sworn translations into Polish should be attached to documents drawn up in a language other than Polish.

The shareholder bears the risk related to the use of electronic form of communication by the shareholder.

A shareholder of the Company may also revoke the power of attorney to participate in the General Meeting and exercise voting rights granted both in writing and in electronic form by a declaration submitted to the Company no later than at the time of ordering voting at the General Meeting.

With regard to the method of voting by proxy, the company provides the following.

The shareholders of the Company will be allowed to participate in the General Meeting upon presentation of an identity card, and proxies upon presentation of an identity card and a valid power of attorney (or a sequence of powers of attorney) granted in writing or in electronic form (in the latter case, the proxy should present a printout of the power of attorney in PDF format).

Representatives of legal persons or organizational units without legal personality should additionally present current extracts from appropriate registers, listing the persons authorized to represent these entities.

The Company informs that the template of the form allowing the exercise of voting rights by a proxy containing the data specified in Art. 4023 §3 of the Commercial Companies Code has been posted on the Company's website (www.workservice.pl), in the "Investor Relations" section, in the General Meeting tab.

The use of the form is not obligatory. The form contains instructions on how to exercise the voting right by a proxy, however, it does not replace the power of attorney granted to the proxy by the shareholder. The Company will not verify whether the proxies exercise voting rights in accordance with the instructions received from their principals. In connection with the above, the Management Board of the Company informs that the voting instruction should be provided only to the proxy.

5. Possibility and manner of participation in the General Meeting with the use of electronic communication means

The Company does not provide for the possibility of participating in the General Meeting by means of electronic communication.

6. Manner of speaking during the General Meeting by means of electronic communication.

The Company does not provide for the possibility of taking the floor during the General Meeting by means of electronic communication.

7. The method of exercising the right to vote by correspondence or by means of electronic communication

The Company does not provide for the possibility of exercising voting rights by correspondence or using electronic communication means.

III. The day of registering participation in the General Meeting

Pursuant to art. 406¹ of the Commercial Companies Code, the date of registration for participation in the Extraordinary General Meeting is March 1, 2022, hereinafter referred to as the "Registration Date".

IV. Information on the right to participate in the General Meeting

Only persons who are shareholders of the Company on the Registration Date have the right to participate in the General Meeting.

Persons authorized under registered shares and temporary certificates, as well as pledgees and users who are entitled to vote, have the right to participate in the General Meeting if they are entered in the share register on the Registration Date.

At the request of the holder of the Company's dematerialized bearer shares, submitted not earlier than after the announcement of the convening of the General Meeting, i.e. not earlier than on January 31, 2022 and not later than on the first working day after the Registration Date, i.e. not later than on March 2, 2022, the entity maintaining the securities account issues a personal certificate of the right to participate in the General Meeting.

The Company hereby points out that only persons who:

a) were shareholders of the Company on the Registration Date, i.e. on March 1, 2022, and

b) requested - not earlier than on January 31, 2022 and not later than on March 2, 2022 - to the entity maintaining their securities accounts for issuing a personal certificate of the right to participate in the General Meeting.

The list of shareholders entitled to participate in the General Meeting will be displayed at the registered office of the Company, from 10.00-16.00, three business days before the Meeting, i.e. from March 14, 2022.

A shareholder of the Company may request that the list of shareholders entitled to participate in the General Meeting be sent to him free of charge by e-mail, providing his own e-mail address to which the list should be sent. The request to send the list of shareholders should be sent to the address walne@gigroup.com.pl or submitted to the Company's seat, and also in the case of:

a) shareholders who are not natural persons - confirm also the authorization to act on behalf of the shareholder by attaching the current excerpt from the register appropriate for the shareholder,

b) shareholders who are natural persons - attach a copy of the document confirming the identity of the shareholder,

c) submitting a request by a proxy - attach a power of attorney to the request signed by the shareholder and a copy of the document confirming the proxy's identity, and in the case of a proxy other than a natural person - a copy of an excerpt from the relevant register confirming the authorization for a person acting on behalf of the proxy who is not a natural person.

The shareholder should also prove his status of the shareholder of the Company in the manner indicated in point II. 1. of this Notice. In the case of shareholders submitting the request using electronic means of communication, the documents should be sent in PDF format. Sworn translations into Polish should be attached to documents drawn up in a language other than Polish.

Persons entitled to participate in the general meeting will be able to receive voting cards on the day of the general meeting, i.e. on March 17, 2022, in the meeting room, from 12:00.

V. Place of making the documentation and information concerning the general meeting available

Documentation to be presented to the general meeting along with draft resolutions will be posted on the Company's website, pursuant to Art. 402³ § 1 of the Commercial Companies Code.

Comments of the Management Board or the Supervisory Board of the Company regarding matters put on the agenda of the General Meeting or matters to be added to the agenda before the date of the General Meeting will be available on the Company's website immediately after they are prepared.

In case of questions or doubts related to participation in the general meeting, please contact us at the following e-mail address of the Company: walne@gigroup.com.pl

VI. Indication of the website address

Information on the general meeting will be made available on the following website www.workservice.pl, in the Investor Relations section in the General Meeting.