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GI Group Poland S.A. — Interim / Quarterly Report 2021
Nov 29, 2021
5623_rns_2021-11-29_1d17d3db-35bf-4f8b-b573-e7616f49f0a7.pdf
Interim / Quarterly Report
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GI GROUP POLAND SA Capital Group
SUMMARY INTERIM QUARTERLY REPORT
RAPORT KWARTALNY for the third quarter of 2021
compiled in line with the International Financial Reporting Standards as endorsed by the European Union
Wrocław, November 29, 2021

Table of contents
| Consolidated selected financial data | 3 |
|---|---|
| Selected separate financial data | 4 |
| Consolidated financial statements of the Capital Group | 5 |
| Consolidated report from the financial standing of the Capital Group | 5 |
| Consolidated total income statement of the Capital Group | 7 |
| Consolidated cash flow statement of the Capital Group | 9 |
| Consolidated statement of changes in equity of the Capital Group | 11 |
| Consolidated statement of changes in equity (comparatives) | 12 |
| Additional information about the Summary Report of the Capital Group for the third quarter of 2021 | 14 |
| Structure of the Gi Group Poland SA Capital Group as at 30.09.2021 | 39 |
| Individual financial statements of Gi Group Poland SA | 49 |
| Statement of financial position of Gi Group Poland SA | 49 |
| Total income statement of Gi Group Poland SA for 9 months | 50 |
| Gi Group Poland SA cash flow statements for 9 months | 51 |
| Gi Group Poland SA statement of changes in equity | 53 |
| Explanation of the Interim Report of the Capital Group for the third quarter of 2021 | 54 |
| Other information | 57 |
| Glossary – Gi Group Poland SA Capital Group Companies | 67 |

Consolidated selected financial data
The presented financial data for the period 01.01.2021-30.09.2021 and for 01.01.2020-30.09.2020 applies to the entire Capital Group: continued and discontinued operations.
| SPECIFICATION | 01.01.- 30.09.2021 |
01.01.- 30.09.2020 |
01.01.- 30.09.2021 |
01.01.- 30.09.2020 |
|---|---|---|---|---|
| Gi Group Poland SA Capital Group | 000 PLN | 000 PLN | 000 EUR | 000 EUR |
| Sales revenue | 347 521 | 893 009 | 76 235,79 | 201 037,53 |
| EBITDA (operating profit + depreciation and amortisation) | 13 627 | 25 505 | 2 989,27 | 5 741,83 |
| Profit on sales | -11 210 | 3 342 | -2 459,12 | 752,27 |
| Operating profit (EBIT) | 9 075 | 16 173 | 1 990,79 | 3 640,88 |
| Gross profit (loss) | 15 182 | 31 212 | 3 330,44 | 7 026,64 |
| Net profit (loss) | 11 405 | 14 303 | 2 501,92 | 3 220,03 |
| Net cash flows from operating activities | -21 648 | -14 811 | -4 748,91 | -3 334,22 |
| Net cash flows from investing activities | 11 129 | -1 333 | 2 441,33 | -300,10 |
| Net cash flows from financing activities | 12 154 | 37 387 | 2 666,25 | 8 416,73 |
| Total net cash flows | 1 635 | 21 243 | 358,67 | 4 782,41 |
| Number of ordinary shares of the Company for the calculation of earnings per share |
65 753 888 | 65 590 638 | 65 753 888 | 65 590 638 |
| Earnings per share | 0,17 | 0,22 | 0,04 | 0,05 |
| Number of diluted shares for the calculation of diluted earnings per share | 66 495 894 | 66 332 644 | 66 495 894 | 66 332 644 |
| Diluted profit per share | 0,17 | 0,22 | 0,04 | 0,05 |
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Assets | 444 550 | 419 820 | 95 954,97 | 90 972,50 |
| Liabilities and provisions for liabilities | 434 746 | 418 314 | 93 838,79 | 90 646,24 |
| Long-term liabilities | 136 789 | 171 749 | 29 525,67 | 37 216,99 |
| Short-term liabilities | 290 451 | 232 223 | 62 693,06 | 50 321,45 |
| Equity | 9 804 | 1 506 | 2 116,18 | 326,26 |
| Share capital | 6 575 | 6 559 | 1 419,28 | 1 421,31 |
| Supplementary capital | 343 138 | 342 909 | 74 065,39 | 74 306,38 |

Selected separate financial data
| SPECIFICATION | 01.01.- 30.09.2021 |
01.01.- 30.09.2020 |
01.01.- 30.09.2021 |
01.01.- 30.09.2020 |
|---|---|---|---|---|
| Gi Group Poland SA | 000 PLN | 000 PLN | 000 EUR | 000 EUR |
| Sales revenue | 135 715 | 159 645 | 29 772 | 35 940 |
| EBITDA (operating profit + depreciation and amortisation) | -1 684 | -9 535 | -369 | -2 147 |
| Profit on sales | -13 762 | -14 893 | -3 019 | -3 353 |
| Operating profit (EBIT) | -6 101 | -15 285 | -1 338 | -3 441 |
| Gross profit (loss) | -13 046 | -15 106 | -2 862 | -3 401 |
| Net profit (loss) | -12 535 | -17 755 | -2 750 | -3 997 |
| Net cash flows from operating activities | -28 433 | -20 693 | -6 237 | -4 658 |
| Net cash flows from investing activities | 18 034 | 3 550 | 3 956 | 799 |
| Net cash flows from financing activities | 2 535 | 25 865 | 556 | 5 823 |
| Total net cash flows | -7 864 | 8 722 | -1 725 | 1 963 |
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Assets | 404 226 | 414 928 | 87 251 | 89 913 |
| Liabilities and provisions for liabilities | 369 393 | 423 465 | 79 733 | 91 762 |
| Long-term liabilities | 107 278 | 141 748 | 23 156 | 30 716 |
| Short-term liabilities | 260 161 | 275 636 | 56 155 | 59 729 |
| Equity | -20 827 | -8 537 | -4 495 | -1 850 |
| Share capital | 6 575 | 6 559 | 1 419 | 1 421 |
| Supplementary capital | 283 392 | 283 164 | 61 170 | 61 360 |

Consolidated financial statements of the Capital Group
Consolidated report from the financial standing of the Capital Group
as at September 30, 2021
The balance sheet presents assets, equity, and liabilities of the Capital Group as at 30.09.2021, as at 31.12.2020, and as at 30.09.2020.
As at 30 September 2021, the items: Assets classified as available for sale and Liabilities directly related to assets classified as held for sale present assets and liabilities of Prohuman 2004 Kft and entities controlled by Prohuman 2004 Kft., taking into account the change in the method of consolidation of these companies at the end of 2020. The change in recognition is due to the commencement of the negotiation process for the sale of all its shares in Prohuman 2004 Kft., a fact announced by the Company in current report no. 54/2021.
As at 30 December 2021, the items: Assets classified as available for sale and Liabilities directly related to assets classified as held for sale show assets and liabilities of Work Service Slovakia s.r.o and entities controlled by Work Service Slovakia s.r.o., as well as companies of Work Service Czech s.r.o.
There are no assets held for sale as at 30 September 2020.
| as at 30.09.2021 | as at 31.12.2020 after adjustment |
as at 30.09.2020 | |
|---|---|---|---|
| NON-CURRENT ASSETS | 89 845 623,78 | 294 461 262,84 | 350 313 225,26 |
| Intangible assets | 7 632 832,99 | 8 989 878,24 | 26 472 196,67 |
| Goodwill | 40 698 824,24 | 19 315 989,20 | 266 446 684,74 |
| Property, plant and equipment | 6 661 441,20 | 10 519 712,90 | 14 894 802,38 |
| Investment properties | 2 725 545,50 | 2 346 490,95 | 2 357 426,10 |
| Long-term receivables | 50 115,07 | ||
| Investement in related enties | 154 521,62 | 221 354 521,62 | 1 558 153,18 |
| Other long-term financial assets | |||
| Deferred tax assets | 25 346 945,90 | 25 038 041,41 | 37 637 325,95 |
| Prepayments | 6 625 512,33 | 6 896 628,52 | 896 521,18 |
| CURRENT ASSETS | 133 479 435,11 | 99 549 854,98 | 288 520 418,55 |
| Inventories | 439 079,84 | 958 990,35 | 3 738 529,34 |
| Trade and other receivables | 101 802 114,95 | 76 657 524,88 | 209 759 343,81 |
| Loans | 2 646 049,34 | 372 015,20 | 4 142 003,09 |
| Other short-term assets | |||
| Cash and cash equivalents | 24 518 589,65 | 18 449 557,36 | 59 383 111,56 |
| Prepayments | 4 073 601,33 | 3 111 767,19 | 11 497 430,76 |
| Assets classified as available for sale | 221 224 713,24 | 25 808 794,82 | |
| T O T A L A S S E T S | 444 549 772,13 | 419 819 912,64 | 638 833 643,82 |
| EQUITY | 9 804 057,75 | 1 505 640,62 | 65 534 749,49 |
| Share capital | 6 575 388,80 | 6 559 063,80 | 6 559 063,80 |
| Supplementary capital | 343 137 534,23 | 342 909 066,23 | 353 280 966,23 |
| The other reserve capital (funds) | -92 782 733,33 | -92 672 703,31 | -92 672 703,31 |
| Profit (loss) brought forward | -258 525 855,13 | -209 254 840,65 | -205 045 266,05 |
| Net profit (loss) | 11 405 017,10 | -16 040 511,58 | 9 574 628,88 |
| Foreign exchange differences | -5 293,92 | -29 155 815,10 | -41 238 662,96 |
| Capital held by non-controlling shareholders | -838 618,77 | 35 076 722,90 | |
| LIABILITIES AND PROVISIONS | 379 085 326,77 | 408 863 236,37 | 573 298 894,33 |

| Provisions for liabilities | 7 426 107,07 | 10 570 806,81 | 32 558 943,97 |
|---|---|---|---|
| Deferred tax liabilities | 1 507 988,40 | 3 586 374,78 | 1 850 295,82 |
| Provision for pensions and similar benefits | 3 143 778,44 | 1 842 075,46 | 4 268 447,72 |
| Other current provisions | 2 774 340,23 | 5 142 356,57 | 26 440 200,43 |
| Long-term liabilities | 136 789 496,03 | 171 748 962,11 | 22 764 531,60 |
| Loans and borrowings | 30 888 215,13 | 55 243 053,00 | 8 507 905,18 |
| Issue of debt securities | |||
| Other financial liabilities | 3 183 777,33 | 5 882 155,89 | 5 467 772,89 |
| Other liabilities | 102 717 503,57 | 110 623 753,22 | 8 788 853,53 |
| Short-term liabilities | 234 790 290,52 | 222 772 380,98 | 508 784 799,90 |
| Issue of debt securities | |||
| Other financial liabilities | 17 312 759,74 | 11 859 689,00 | 11 158 265,25 |
| Loans and borrowings | 101 460 988,65 | 122 897 911,39 | 191 957 717,62 |
| Trade liabilities | 7 418 649,82 | 5 275 462,63 | 16 019 056,84 |
| Advances for supplies received | 213 584,56 | 969 369,19 | 1 321 029,06 |
| Liabilities in respect of taxes, customs duties, insurance and other benefits |
61 068 889,44 | 61 261 357,11 | 206 711 521,00 |
| Payroll liabilities | 19 394 848,10 | 15 894 636,02 | 45 019 438,91 |
| Other liabilities | 27 403 664,96 | 4 481 872,03 | 36 163 775,91 |
| 3. Special funds | 516 905,24 | 132 083,61 | 433 995,30 |
| Accruals | 79 433,15 | 3 771 086,47 | 9 190 618,85 |
| Liabilities classified as available for sale | 55 660 387,61 | 9 451 035,65 | |
| T O T A L E Q U I T Y A N D L I A B I L I T I E S |
444 549 772,13 | 419 819 912,64 | 638 833 643,82 |

Consolidated total income statement of the Capital Group
for 9 months ended on September 30, 2021
The financials presented refer to the 9-month period ended on September 30, 2021, and the 9-month period ended on September 30, 2020.
The presented financial data in the field of continuing operations for 9 months of 2021 include:
* results of Polish companies and the Ukrainian company for the period 01.01.2021-30.09.2021,
* results of Gi Group Sp z o.o. and Generale Industrielle Sp. z o.o for the period 01.06.2021-30.09.2021.
Data for continuing operations are not comparable due to results of Gi Group Sp z o.o. and Generale Industrielle Sp. z o.o for the period 01.06.2021-30.09.2021.
The presented data concerning discontinued operations include:
* operations held for sale for the period 01.01.2021 – 30.09.2021 i.e. the financial results of Work Service Slovakia s.r.o and entities controlled by Work Service Slovakia s.r.o. as well as Work Service Czech s.r.o., including the result on the transaction of sale of these entities. Additionally, the results of Prohuman 2004 Kft. and companies controlled by it should be taken into account in accordance with the new consolidation method described in point 1.2 of the Interim Condensed Semi-Annual Report for three quarters of 2021; however, the Issuer has not received such data.
* operations held for sale for the period 01.01.2020 – 30.09.2020, i.e. the financial results of Work Service Slovakia s.r.o. and entities controlled by Work Service Slovakia s.r.o., Work Service Czech s.r.o. and the German Group, i.e. Work Service GMBH & Co.KG and entities controlled by Work Service GMBH & Co.KG, as well as the financial results of Prohuman 2004 Kft and companies controlled by it.
Work Service GMBH & Co.KG was sold at the beginning of Q3 2020, as described in the Group's Report for the first half of 2020, as well as in the Group's Consolidated Quarterly Report for Q3 2020.
The sale of Work Service Czech s.r.o. and Work Service SK Group was completed in February 2021.
In December 2020, due to the loss of control, the consolidation method of the Prohuman Group was changed, as further described in point 1.2 of the Interim Condensed Report for Q3 2021.
| CONTINUED OPERATIONS | 01.01.2021- 30.09.2021 |
01.01.2020- 30.09.2020 |
|---|---|---|
| Revenue | 333 240 650,12 | 295 887 690,54 |
| Net trade revenue | 333 626 892,81 | 296 166 685,34 |
| Change in receivables | -386 242,69 | -278 994,80 |
| Manufacturing cost of products for entity's own needs | ||
| Net revenues from sales of goods and materials | ||
| Costs of operations | 344 596 396,78 | 313 095 138,92 |
| Amortisation and depreciation | 4 507 885,56 | 5 945 853,28 |
| Consumption of materials and energy | 1 410 865,97 | 1 419 022,04 |
| External services | 33 944 345,10 | 27 718 278,90 |
| Taxes and charges | 949 711,34 | 1 012 588,50 |
| Remuneration | 252 730 196,81 | 230 592 232,20 |
| Social security and other benefits | 49 615 985,12 | 44 821 017,46 |
| Other costs by type | 1 437 406,87 | 1 586 146,53 |
| Value of goods and materials sold | ||
| Sales profit (loss) | -11 355 746,66 | -17 207 448,38 |
| Other operating revenue | 47 771 303,14 | 24 018 202,74 |
| Other operating costs | 27 602 051,78 | 21 442 816,23 |
| Profit (loss) from operations | 8 813 504,70 | -14 632 061,86 |
| Finance income | 5 948 887,19 | 30 807 890,41 |
| Finance costs | 13 001 931,40 | 20 869 572,28 |

| Gross profit (loss) | 1 760 460,48 | -4 693 743,73 |
|---|---|---|
| Income tax | 3 776 792,16 | 7 476 324,73 |
| Net profit (loss) from continuing operations including | -2 016 331,68 | -12 170 068,46 |
| DISCONTINUING OPERATIONS | ||
| Net profit (loss) from operations held for sale | 13 421 348,78 | 26 473 454,97 |
| of which : | ||
| * the result of the Czech entity and the Slovak entities until the date of sale and the result on the sale of these entities in 2021 |
13 421 348,78 | -2 059 634,52 |
| * net profit (loss) in 3Q 2021 of the Prohuman Group* | No data | 23 707 111,95 |
| *net profit (loss) of the German Group and the result on the sale of the German Group in 2020 | 4 825 977,54 | |
| Net profit (loss) | 11 405 017,10 | 14 303 386,51 |
| Net profit falling to: | ||
| - Shareholders of the dominating entity | 11 405 017,10 | 9 574 628,88 |
| - Non-controlling shares | 4 728 757,63 | |
| Other comprehensive income | ||
| Items that will not be reclassified to profit or loss in subsequent periods: | ||
| - none | ||
| Items that may be reclassified to profit or be reclassified to profit or loss in subsequent periods: | -2 194,66 | -18 508 048,26 |
| - Foreign entity foreign exchange differences | -5 293,92 | -18 028 883,41 |
| - Structural changes | 3 099,26 | -479 164,85 |
| Total other comprehensive income | -5 293,92 | -18 508 048,26 |
| Comprehensive income for the period | 11 399 723,18 | -4 204 661,75 |
| - Including income attributable to minority capitals | -1 390 078,06 | |
| - Including income attributable shareholders of the dominating entity | 11 399 723,18 | -2 814 583,26 |
| Earnings per share from continuing and discontinued operations attributable to shareholders of the dominating entity during the year (in PLN) |
||
| From continuing operations: | -2 016 331,68 | -12 170 068,46 |
| - basic | -0,03 | -0,19 |
| - diluted | -0,03 | -0,18 |
| From discontinued operations: | 13 421 348,78 | 26 473 454,97 |
| - basic | 0,20 | 0,40 |
- diluted 0,20 0,40
* profit (loss) from discontinued operations does not include net profit (loss) of the Prohuman Group due to lack of data from the Prohuman Group for 3 quarters 2021. In accordance with the revised consolidation method described in point 1.2, the financial result for the 3 quarters of 2021 of the Prohuman Group should be included

Consolidated cash flow statement of the Capital Group
for 9 months ended on September 30, 2021
| 01.01.2021-30.09.2021 01.01.2020-30.09.2020 | ||
|---|---|---|
| Net profit (loss) | 11 405 017,10 | 9 574 628,88 |
| Total adjustments | -33 052 940,07 | -24 385 217,78 |
| Amortisation and depreciation | 4 551 565,42 | 9 332 418,92 |
| Foreign exchange (profit) losses | 2 431 397,44 | |
| Interest and shares in profits (dividends) | 2 370 953,46 | 2 644 616,99 |
| (Profit) loss on investment operations | -12 288 171,04 | |
| Change in provisions | -3 154 811,18 | -8 084 055,65 |
| Change in inventories | 870 602,54 | 3 724 238,02 |
| Change in receivables without income tax receivables | -4 977 957,51 | 21 801 817,66 |
| Change in short-term liabilities, except for loans, borrowings and corporate income tax | 10 771 018,62 | -8 807 251,45 |
| Change in prepayments, accruals and deferred income | -4 621 160,18 | 8 207 015,27 |
| Other adjustments | -29 006 377,64 | -53 204 017,54 |
| Net cash flows from operating activities | -21 647 922,97 | -14 810 588,90 |
| Cash flows from investing activities | ||
| Inflows | 12 609 910,04 | 104 986 366,65 |
| Disposal of intangible assets and property, plant and equipment | 42 276,42 | 36 241,74 |
| Disposal of investments in real property and intangible assets | ||
| From financial assets, including: | 12 567 633,62 | 101 869 618,29 |
| a) in related entities | 12 245 894,62 | 101 108 074,79 |
| Interest | ||
| b) in other entities | 321 739,00 | 761 543,50 |
| Interest | 40 972,12 | |
| Purchase of financial assets | 321 739,00 | 720 571,38 |
| Other inflows | ||
| Other investment inflows | 3 080 506,62 | |
| Outflows | 1 481 087,36 | 106 319 428,03 |
| Purchase of intangible assets and property, plant and equipment | 1 159 548,36 | 185 285,58 |
| Investments in real property and intangible assets | ||
| For financial assets, including: | 321 539,00 | 93 164 887,62 |
| a) in related entities | 78 310 469,12 | |
| purchase of financial assets | 78 310 469,12 | |
| b) in other entities | 321 539,00 | 14 854 418,50 |
| purchase of financial assets | 321 539,00 | 14 854 418,50 |
| Other investment outflows | 12 969 254,83 | |
| Cash flows from investing activities | 11 128 822,68 | -1 333 061,38 |
| Cash flows from financing activities | ||
| Inflows | 34 799 042,22 | 255 573 429,05 |
| Loans and borrowings | 28 934 000,00 | 253 407 567,96 |
| Issue of debt securities | ||
| Net inflows from stock issue | 244 793,00 | |
| Other financial inflows | 5 620 249,22 | 2 165 861,09 |
| Outflows | 22 644 935,05 | 218 186 305,57 |
| Dividends and other payments to shareholders | ||
| Profit distribution other than payments to shareholders | 3 130 175,65 |

| Repayment of loans and borrowings | 17 729 025,86 | 185 301 681,39 |
|---|---|---|
| Redemption of debt securities | 10 575 000,00 | |
| Due to other financial liabilities | 603,63 | 1 091 324,44 |
| Payments of liabilities under finance lease agreements | 2 533 709,65 | 2 838 118,16 |
| Interest | 2 381 595,91 | 15 250 005,93 |
| Other financial outflows | ||
| Net cash flows from financing activities | 12 154 107,17 | 37 387 123,48 |
| Total net cash flows | 1 635 006,88 | 21 243 473,20 |
| Balance sheet change in cash, including: | 1 635 006,88 | 21 243 473,20 |
| change in cash due to exchange differences | ||
| Cash as at the beginning of the period | 22 883 582,77 | 38 139 638,36 |
| Cash at the end of the period | 24 518 589,65 | 59 383 111,56 |
| -18 502 329,36 | |
|---|---|
| 4 728 757,63 | |
| -19 823 502,10 | |
| -7 055 011,34 | -479 164,85 |
| -215 992,50 | |
| -2 379 155,46 | |
| -26 236 472,97 | |
| 25 105 842,07 | |
| -15 402 000,00 | |
| 2 462 606,70 | |
| -21 382 835,03 | |
| -754 533,00 | |
| -2 276 604,97 | |
| -29 006 377,64 | -53 204 017,54 |

Consolidated statement of changes in equity of the Capital Group
| 01.01.2021-30.09.2021 | Shared capital | Supplementary capital |
Reserve capital | Previous years' result |
Exchange differences |
Net result | Equity attributable shareholders of the dominating entity |
Capital held by non-controlling shareholders |
|---|---|---|---|---|---|---|---|---|
| As at 31 December 2020 | 6 559 063,80 | 342 909 066,23 | -92 672 703,31 | -209 254 840,65 | -29 155 815,10 | -16 040 511,58 | 2 344 259,39 | -838 618,77 |
| Capital increase from agio | 16 325,00 | 228 468,00 | 244 793,00 | |||||
| Net profit (loss) for the financial year | 11 405 017,10 | 11 405 017,10 | ||||||
| Exchange differences due to the translation of financial statements of foreign entities |
0,00 | |||||||
| Distribution of the previous years result |
-110 030,02 | -110 030,02 | ||||||
| Transfer of capital from conversions | -33 429 414,40 | 29 150 521,18 | -4 278 893,22 | |||||
| Adjustment of 2020 result |
195 812,24 | 195 812,24 | ||||||
| Minority profit | 0,00 | 838 618,77 | ||||||
| Carry over from the previous year | -16 040 511,58 | 16 040 511,58 | 0,00 | |||||
| Other | 3 099,26 | 3 099,26 | ||||||
| As at 30 September 2021 |
6 575 388,80 | 343 137 534,23 | -92 782 733,33 | -258 525 855,13 | -5 293,92 | 11 405 017,10 | 9 804 057,75 | 0,00 |

Consolidated statement of changes in equity (comparatives)
| 01.01.2020-31.12.2020 | Share capital | Supplementary capital |
Reserve capital | Previous years' result |
Exchange differences |
Net result | Equity attributable shareholders of the dominating entity |
Capital held by non-controlling shareholders |
|---|---|---|---|---|---|---|---|---|
| As at 31 December 2019 | 6 509 482,30 | 353 211 033,43 | -92 276 850,89 | -67 801 051,69 |
-22 736 333,61 | -117 279 375,35 |
59 676 485,70 |
30 359 873,58 |
| Adjustment of basic error | -10 879 365,99 | -6 728 099,63 | -17 607 465,62 | |||||
| As at 31 December 2019 after adjustment |
6 559 063,80 | 353 211 033,43 |
-92 276 850,89 | -78 680 417,68 | -22 736 333,61 | -124 007 474,98 | 42 069 020,08 | 30 359 873,58 |
| Net profit (loss) for the financial year | -16 040 511,58 | -16 040 511,58 | 4 717 768,12 | |||||
| Exchange differences due to the translation of financial statements of foreign entities |
-6 419 481,51 | -6 419 481,51 | ||||||
| Distribution of the previous years result |
69 932,80 | -395 852,42 | -325 919,62 | |||||
| Adjustment of the previous years result |
-1 878 208,53 | -1 878 208,53 | ||||||
| Profit carried forward | -124 007 474,98 | 124 007 474,98 | ||||||
| Structural changes | -10 371 900,00 | -479 164,86 | -10 851 064,86 | -11 908,32 | ||||
| deconsolidation of the Prohuman Group |
-4 209 574,00 | -4 209 574,00 | -35 904 352,15 | |||||
| As at 31 December 2020 | 6 559 063,80 | 342 909 066,23 | -92 672 703,31 | -209 254 840,05 | -29 155 815,12 | -16 040 511,58 | 2 344 259,98 | -838 618,77 |

| 01.01.2020-30.09.2020 | Share capital | Supplementary capital |
Reserve capital | Previous years' result |
Exchange differences |
Net result | Equity attributable shareholders of the dominating entity |
Capital held by non-controlling shareholders |
|---|---|---|---|---|---|---|---|---|
| As at 31 December 2019 | 6 509 482,30 | 353 211 033,43 | -92 276 850,89 | -67 801 051,69 |
-22 736 333,61 | -117 279 375,35 |
59 676 485,70 |
30 359 873,58 |
| Adjustment of basic error |
-10 879 365,99 | -6 728 099,63 | -17 607 465,62 | |||||
| As at 31 December 2019 after adjustment |
6 559 063,80 | 353 211 033,43 | -92 276 850,89 | -78 680 417,68 | -22 736 333,61 | -124 007 474,98 | 42 069 020,08 | 30 359 873,58 |
| Net profit (loss) for the financial year | 9 574 628,88 | 9 574 628,88 | ||||||
| Exchange differences due to the translation of financial statements of foreign entities |
-18 502 329,35 | -18 502 329,35 | ||||||
| Distribution of the previous years result |
69 932,80 | -395 852,42 | -325 919,62 | |||||
| Adjustment of the previous years result |
-1 878 208,53 | -1 878 208,53 | ||||||
| Profit carried forward | -117 279 375,35 | 117 279 375,35 | 0,00 | |||||
| Structural changes | -479 164,85 | -479 164,85 | ||||||
| Minority profit | 4 716 849,32 | |||||||
| Other | -0,01 | -0,01 | ||||||
| As at 30 September 2020 |
6 559 063,80 | 353 280 966,23 | -92 672 703,31 | -205 045 266,05 | -41 238 662,96 | 9 574 628,88 | 30 458 026,60 | 35 076 722,90 |

Additional information about the Summary Report of the Capital Group for the third quarter of 2021
1. General information about the Gi Group Poland SA Capital Group
1.1.Dominating Entity
Gi Group Poland SA is the dominating entity in the Gi Group Poland SA Capital Group. The registered office of the Dominating Company is in Wrocław, ul. Gwiaździsta 66. The company was established by notarial deed dated 12 December 2000 prepared in a Notary Office in Oleśnica (Repertory A No. 7712/2000). The company is registered in the National Court Register, in Register of Entrepreneurs kept by the District Court for Warsawin Warsaw, the 12th Commercial Division of the National Court Register under the number KRS 0000083941. The Company was entered into the register of Entrepreneurs of the National Court Register on 28 January 2002.
Gi Group Poland SA is the successor of Work Service Spółka z o.o.
The core business of the Company according to the Polish Business Classification (PKD 7820Z) consists of the activity related to the recruitment and provision of personnel.
Gi Group Poland SA is an employment agency specialising in employment services, in modern human resource solutions, rendering services in the area of recruitment, provision of skilled workers to clients, consulting and human resource management.
Company name, address of the registered office and telecommunication numbers:
| Company name | Gi Group Poland SA |
|---|---|
| Legal form | Joint-stock company |
| Address | 00-132 Warszawa, ul. Grzybowska 3 lok. U6 |
| Telephone | +48 22 493 47 89 |
| [email protected] | |
| Website | pl.gigroup.com |
Company name, address for correspondence and telecommunication numbers:
| Company name | Gi Group Poland SA |
|---|---|
| Address | 53-413 Wrocław ul. Gwiaździsta 66 |
| Telephone | +48 71 37 10 900 |
| [email protected] | |
| Website | pl.gigroup.com |
Gi Group Poland SA operates under the Polish law. The legal basis for the Company's activity: the Code of Commercial Companies and regulations of the General Meeting, Supervisory Board and Management Board.

1.2.Basic information about the Gi Group Poland SA Capital Group
Business profiles of companies being a part of the Capital Group:
- temporary work offering work for temporary employees;
- staff recruitment, personnel counselling;
- personnel and payroll services;
- outsourcing.
The consolidated statements are based on the report of the Dominating Company compiled in line with the International Financial Reporting Standards approved by the European Union and restated financial statements of subordinated companies. The consolidated financial statements were adjusted by amounts of mutual revenues, costs, unrealised margin and settlements resulting from transactions between Group entities.
STRATEGIC DESCRIPTION
The consolidated financial statements of the Capital Group and of the Company were prepared on a going concern basis by the dominant Company and the companies from the Capital Group in the unchanged form and scope, for a period of at least 12 months since the date on which the financial statement was prepared.
The factors and events described in this chapter will allow the Company to significantly reduce its debt and, consequently, continue its operations on the promising market of personnel services.
I. ASSESSMENT OF FINANCIAL AND STRATEGIC SITUATION BY THE MANAGEMENT BOARD OF GI GROUP POLAND SA
In the opinion of the Management Board, in 2019 and throughout 2020, the Capital Group made a significant progress in the restructuring process, substantially completing it in August 2020.
As the review of strategic options was completed:
- 1) the assets and financial standing of the Capital Group has been fully stabilised and secured;
- 2) the Capital Group is now a member of the world's leading service provider on the global HR market so it receives a strategic and business support to develop further in Poland and in the entire region of Central and Eastern Europe.
However, as at the date of publication of these financial statements, there are some related risks i) the ongoing COVID-19 pandemic
ii) loss of control over the subsidiary Prohuman 2004 Kft in accordance with IFRS 10 described in this subchapter and no access to data on the Prohuman 2004 Kft group
iii) ongoing disputes of the shareholders of Gi Group Poland SA and the growing obligations towards the Gi International Group described in this Report
iv) Uncertainty as to the date of the possible Prohuman transaction and the need to repay the debt to Prohuman 2004 Kft by December 31, 2021, which was presented in the balance sheet under "Liabilities related directly to assets classified as held for sale"
In the opinion of the Management Board, however, these circumstances do not indicate the existence of significant uncertainty, which may raise doubts as to the possibility of continuing operations by the Company and the Capital Group, because: (i) the possible sale of the Prohuman Group may constitute a significant positive factor positively changing the property and capital situation in the balance sheet.
(ii) the disputes described in this Report do not directly translate into the company's operating activities. This means that despite certain legal uncertainty in the company's organizational environment, the fact of disputes between shareholders and the fact that some resolutions of the General Meeting are appealed against by several minority shareholders do not translate into generating negative financial results by the company. At the same time, the Management Board is not aware of any signals from the

majority shareholder that could indicate a possible non-performance of the Investment Agreement and the Financing Agreement.
(iii) Gi Group Poland SA structure and the structure of Gi Group sp z o.o. acquired on June 1, 2021 are already at an advanced stage of operational merger, which will translate into effective operation of the entire Gi Group Poland SA group.
II. DESCRIPTION OF MATERIAL EVENTS AND FACTORS INFLUENCING THE CURRENT FINANCIAL AND CAPITAL SITUATION OF THE CAPITAL GROUP
According to the Management Board, important factors influencing the current strategic, financial and capital situation of the Group include:
- A change in the shareholding structure of Gi Group Poland SA;
- Obtaining financing in subsequent months of 2020 and 2021 to pay off the most urgent public law liabilities and bonds, and replenish the current working capital;
- Entering into the Restructuring Agreement with the Banks, providing for an option for the Company to redeem half of its bank debt;
- Conclusion of an agreement with Gi group SpA on potential operational cooperation, and then purchase from Gi International SRL based in Milan 100% of shares in the share capital of Gi Group sp.z o.o. based in Katowice and the conclusion of an appropriate license agreement on the basis of which Gi Group Poland SA obtained a license to use the word and figurative trademark "Gi Group";
- Information on new instalment arrangements concluded with the Social Insurance Institution (ZUS) and the arrangements made with the Tax Office and the State Fund for Rehabilitation of Persons with Disabilities
- Information on the loss of control over the subsidiary Prohuman 2004 kft in accordance with IFRS 10
- Information concerning negotiations by Gi Group Poland SA regarding the determination of the terms of sale of all shares in Prohumán 2004 Kft.
- Information on shareholder disputes of Gi Group Poland SA
- Information related to the impact of the COVID-19 pandemic on the Group's situation in 2021; and significant unusual events affecting the presented financial results;
- Information about received by Gi Group Poland SA and some subsidiaries of Gi Group Poland SA subsidies pursuant to Art. 15gg of the Act of March 2, 2020 on special solutions related to the prevention, prevention and combating of COVID-19, other infectious diseases and crisis situations caused by them.
When assessing the situation of Gi Group Poland SA these factors and events should be considered jointly.
1) Successful completion of the strategic options review: a change in the shareholding structure, obtaining financing to pay off the Company debt, repayment of bond liabilities, entering into the restructuring agreement with the banks
On February 3, 2020, an investment agreement was concluded with Gi INTERNATIONAL S.R.L. (the "Investor"), wholly owned by Gi Group S.A. Some favourable changes resulted from the performance of the agreement, which, in the opinion of the Management Board of Gi Group Poland SA are essential for stabilising the strategic situation of Gi Group Poland SA, allow for reducing the Group's debt, and create the potential for further development of the Group and creating solutions for the personnel services market in Poland and Central Europe.
A. A change in the shareholding structure of Gi Group Poland SA; entry into the Gi Group – a leading entity on the global market of HR services.
As a result of the transaction of direct or indirect purchase of Gi Group Poland SA shares, as described in detail in the chapter: "Overview of the Interim Report of the Capital Group for H1 2020", item 6, the Investor acquired a controlling stake in Gi Group Poland SA in Q3 2020.

By the end of November 2021, the Investor had informed the Company that it held 49 425 789 shares of the Company, of which:
1) directly – 35 711 503 shares of the Company; 2) indirectly – 13,714,286 shares of the Company;
representing 75.17 % of the share capital of the Company and authorising the holder to 49 425 789 votes at the general meeting of the Company, accounting for 50.71% of the total votes.
As a result, the Gi Group Poland SA Group has become a member of the Investor's group, which is an international industry entity providing services in the field of temporary and permanent employment and recruitment. At the same time, Gi Group S.A. is one of the world's leading providers of services aimed at the development of the labour market.
In the opinion of the Management Board of Gi Group Poland SA, the service proposal, experience and competences of the Gi Group Poland SA Capital Group in Central and Eastern Europe supplement the proposal of Gi Group S.A. in this part of the world and creates the potential for further development of both Gi Group Poland SA and Gi.
B. Provision of bridge financing to supplement the current financial liquidity of the Gi Group Poland SA Group.
In the performance of the investment agreement of 2020 February 3, the Gi Group Poland SA ervice Group was provided with bridge financing in the following amounts and on the following dates:
-
- PLN 7,093,913.00 on February 27, 2020, to Sellpro Sp. z o.o.
-
- PLN 3,500,000.00 on May 18, 2020, to Gi Group Poland SA
-
- PLN 9,000,000.00 on July 24, 2020, to Gi Group Poland SA
The financing thus obtained made it possible to improve the liquidity of the Gi Group Poland SA Group in the transaction period and was used in a significant part for the partial repayment of public law liabilities.
C. The conclusion and subsequent entry into force of the Financing Agreement up to the amount of PLN 210 million.
On August 10, 2020, the Company concluded a financing agreement with the Investor (the "Financing Agreement"). The Financing Agreement provides that the Company will be granted financing in the total amount of PLN 210,000,000.00 (two hundred and ten million zloty) (the "Loan Amount") (the "Financing").
The financing will be used cover the Company's payment obligations, including to pay off the reduced balance of debt towards the Banks, in the amounts specified in the repayment schedule, as well as the existing debt towards the Social Insurance Institution (ZUS), the Tax Office (US), and the State Fund for Rehabilitation of Disabled People (PFRON). As at the conclusion date, the Financing Agreement was conditional (detailed terms of its entry into force are described in the chapter: "Overview of the Interim Report of the Capital Group for H1 2020", item 6).
The Financing Agreement provides that repayment of the Loan Amount will be secured by the Company by submitting, within one month of the conclusion of the Financing Agreement, a declaration of voluntary submission to enforcement pursuant to Article 777 § 1 item 5 of the Code of Civil Procedure, up to the Loan Amount, valid until December 31, 2028, as well as by pledge agreements on shares in the Company subsidiaries: Industry Personnel Services sp. z o.o. , Sellpro sp. z o.o., Finance Care sp. z o.o., Krajowe Centrum Pracy sp. z o.o. , Work Service Czech S.R.O., and Work Service Slovakia S.R.O.
All the conditions precedent of the Financing Agreement were met in August 2020, which was announced by Gi Group Poland SA in a current report; therefore, as at the date of publication of this report, the Financing Agreement is in force.
By the date of publication of this report, the following tranches had been made available to Gi Group Poland SA in the performance of the Financing Agreement:
-
- PLN 19,175,000.00 on August 24, 2020, to Gi Group Poland SA
-
- PLN 10,825,000.00 on August 27, 2020, to Gi Group Poland SA
-
- PLN 8,451,000.00 on September 24, 2020 to Gi Group Poland SA
-
- PLN 4,340,000.00 on November 3, 2020 to Gi Group Poland SA.

-
- PLN 4,000,000.00 on 1 December 2020 to Gi Group Poland SA
-
- PLN 5,516,000.00 on 18 December 2020 to Gi Group Poland SA
-
- PLN 5,516,000.00 on 23 December 2020 to Gi Group Poland SA
-
- PLN 3,000,000.00 on 23 December 2020 to Gi Group Poland SA
-
- PLN 4,061,000.00 on 24 February 2021 to Gi Group Poland SA
-
- PLN 3,257,000.00 on 7 April 2021 to Gi Group Poland SA
-
- PLN 1,600,000,00 on 5 May 2021 to Gi Group Poland SA
-
- PLN 5,516,000,00 on 5 May 2021 to Gi Group Poland SA
-
- PLN 4,200,000,00 on 28 September 2021 to Gi Group Poland SA
-
- PLN 3,900,000,00 on 7 October 2021 to Gi Group Poland SA
-
- PLN 3 468 000,00 on 25 November 2021 to Gi Group Poland SA
These funds were used, among others, to: repay the bonds described in item D of this subchapter, partly repay the transaction costs oraz and installments to Polish Banks in order to reduce bank debt.
D. Repayment and partial relief of bond debt.
On June 22, 2020, a conditional sales agreement was concluded between the Company and mBank Spółka Akcyjna, Millennium Fundusz Inwestycyjny Otwarty, Millennium Specjalistyczny Fundusz Inwestycyjny Otwarty, Investor Parasol Fundusz Inwestycyjny Otwarty and Noble Funds Fundusz Inwestycyjny Otwarty (the "Bondholders") for W, X and Z shares. Pursuant to the agreement, the Company shall purchase all W, X and Z series bonds (the "Bonds") issued by the Issuer, with the nominal value of PLN 35,250,000.00 for 30% of their value, i.e. for the total price of PLN 10,575,000.00 (in words: ten million five hundred and seventyfive thousand zloty) plus interest on all Bonds, as determined under the terms of the Bond issue (the "Agreement").
Thanks to the funds obtained in the performance of the Financing Agreement described in item C of this subchapter, on August 26, 2020, the Company redeemed all SHB series bonds and repaid interest due on the Bonds. Thus, the Company settled all liabilities under the SHB series bonds, which were redeemed as a result of their redemption by the Company. The nominal value of SHB bonds amounted to PLN 8,600,000.00.
On August 27, 2020, the Company repaid in full all its W, X and Z series bonds with the total nominal value of PLN 35,250,000.00, for the amount of PLN 10,575,000.00 (the "Bonds"), as well as repaid interest due on the Bonds.
E. Conclusion of a Restructuring Agreement with banks providing for the redemption of some loan liabilities
On July 9, 2020, an agreement was concluded between the Company and the Banks on cooperation in the field of debt restructuring, specifying detailed conditions for restructuring the Issuer's debt towards the Banks under the loan agreement of November 18, 2015, as amended, concluded between, inter alia, the Banks and the Company (the "Loan Agreement") (the "Restructuring Agreement").
On August 28, 2020, Gi Group Poland SA announced that the Restructuring Agreement entered into force.
At the same time, Gi Group Poland SA announced that as a consequence of the entry into force of the Restructuring Agreement, its parties were obliged to perform the target restructuring of claims based on a partial arrangement, which the Company and the Banks planned to conclude in the weeks to come as part of the proceedings on approval of the arrangement within the meaning of the restructuring law (the "Arrangement").
The Restructuring Agreement provides for partial repayment and partial relief, under the Arrangement, of the Banks' claims against the Company under the Loan Agreement in the principal amount of approximately PLN 110,350,000.00, up to the amount corresponding to 50% of the principal amount (the "Repayment Amount"). The Repayment Amount will be repaid by the Company to the Banks in quarterly instalments, in accordance with the agreed repayment schedule, with the first payment to be made by September 30, 2020 and the last by June 30, 2023. Interest on the Repayment Amount will be calculated in the amount equal to WIBOR 3M + 200 bps per annum.
On 23 November Gi Group Poland SA became aware that the Banks unanimously accepted Gi Group Poland SA's arrangement proposals, and accordingly, the arrangement was accepted by the Banks, within the meaning of the restructuring law

("Arrangement"). The content of the Arrangement adopted by the Banks provides for the restructuring of receivables under the partial arrangement, in accordance with the rules set out in the Restructuring Agreement.
The Arrangement covers receivables on account of financing Gi Group Poland SA's operations through loans granted before the arrangement date under the Loan Agreement ("Receivables under Arrangement Procedure"). Banks are the only creditors with Receivables under Arrangement Procedure. The main principles of the restructuring of the Receivables under Arrangement Procedure are as follows:
1) As of the date of final and legally effective approval of the Arrangement, the Receivables under Arrangement Procedure in respect of repayment of the principal under the Loan Agreement are subject to redemption in 49.9998445% as at the Arrangement Date, that is 29 September 2020.
2) The Issuer shall repay the principal of the loans constituting the Receivables under Arrangement Procedure in the portion not subject to redemption pursuant to paragraph 1 above, that is 50.0001555% as at the Arrangement Date. The principal sum of the loans constituting the Receivables under Arrangement Procedure shall be repaid, in the portion not subject to redemption, in instalments of a specific percentage.
3) The Company will repay the Receivables under Arrangement Procedure from the Banks in quarterly instalments according to a fixed repayment schedule, with the first payment taking place on 30 September 2020 and the last by 30 June 2023. Interest on the repayment amount will be charged at WIBOR 3M + 200 bps per annum.
4) As of the date of final and legally effective approval of the Arrangement, Receivables under Arrangement Procedure for payment of interest whose payment date has been deferred prior to the date of the Arrangement until the date of full repayment of the principal of the loan (under the Loan Agreement) shall be subject to redemption in full.
Supervision over the implementation of the Arrangement shall be exercised in accordance with the provisions of the Restructuring Law by the Arrangement Supervisor.
On November 30, 2020, Gi Group Poland SA filed an application with the court for approval of the partial arrangement adopted in the proceedings for approval of the arrangement.
On 23 December 2020, Gi Group Poland SA received information that the District Court for Wrocław-Fabryczna, 8th Commercial Division for bankruptcy and restructuring cases, issued a decision on approving a partial arrangement with the Banks adopted in the proceedings for approval of the arrangement.
On 11 January 2021, the attorney for litigation of Gi Group Poland SA received a copy of a decision on approval of a partial composition agreement with the Banks adopted in proceedings for approval of a composition agreement ("Decision") issued by the District Court for Wrocław-Fabryczna, 8th Commercial Division for bankruptcy and restructuring ("Court").
On 19 February 2021, the attorney for Gi Group Poland SA was informed that the decision on approving a partial arrangement with the Banks adopted in the proceedings for approval of the arrangement, issued by the District Court for Wrocław-Fabryczna, 8th Commercial Division for bankruptcy and restructuring cases, became final on 22 January 2021.
F. Conclusion of an agreement with Gi Group SpA on potential operational cooperation, and then purchase from Gi International SRL based in Milan 100% of shares in the share capital of Gi Group sp.z o.o. based in Katowice and the conclusion of an appropriate license agreement on the basis of which Gi Group Poland SA obtained a license to use the word and figurative trademark "Gi Group";
On 21 October 2020 Gi Group Poland SA entered into an agreement (the "Agreement") with Gi Group SpA, seated in Milan, which is an indirect parent company of the Issuer (through Gi International SRL, a shareholder of the Issuer) to enter into potential operational cooperation within the Gi Group (the "Gi Group") including also entities from the Issuer's group (the "WS Group") in order to enable the development of relations between the two groups in order to achieve mutual synergies, economies of scale and reduction of operating costs (the "Project").
Cooperation on the exchange of information under the Agreement in order to assess the following potential areas of intervention:
1) transfer of assets and liabilities made under arm's length conditions;
2) migration to the same software and other operating systems by Gi Group and WS Group;
3) establishment of a shared services centre, covering all or a selection of: purchases, payroll, controlling, IT, human resources, law, accounting, finance and treasury of both the Capital Group and the Gi Group.

For the purposes of the Project, the Parties have agreed in the Agreement to establish appropriate working groups and functions, composed of representatives of Gi Group and WS Group, respectively. The Agreement provides for the exchange of relevant information for the purpose of considering, evaluating, advising, planning or implementing such cooperation. Whereby, the Issuer shall carefully consider the impact of the above cooperation on minority shareholders and to take up actions and pursue the necessary measures in order to take due account of the situation thereof. The Agreement binds the Parties until: (i) the cooperation has been completed, or (ii) terminated by a Party with three months' notice.
On 1 June 2021 Gi Group Poland SA concluded with Gi International SRL with registered office in Milan (wholly owned by Gi Group SpA with registered office in Milan) ("Seller 1") and Mr. Stefano Colli-Lanzi ("Seller 2") as Sellers (jointly as the "Sellers") Share Purchase Agreement, on the basis of which the Purchaser acquired 100% of shares in the share capital of Gi Group sp. z o.o. with registered office in Katowice, (address: ul. Sobiewskiego 11, 40-082 Katowice), entered into the register of entrepreneurs of the National Court Register kept by the District Court Katowice - Wschód in Katowice, VIII Department of the National Court Register under the number KRS 0000152084 ("Gi Group sp. z o.o. "), ("Agreement"," Transaction ") i.e .:
1) 32,953 shares in the share capital of Gi Group sp. z o.o. , representing 99.9% of the share capital of Gi Group sp. z o.o. - from Seller1;
2) 1 share in the share capital of Gi Group sp. z o.o. 0.10% of the share capital of Gi Group sp. z o.o. - from the Seller 2.
As a result of the conclusion of the Agreement, from June 1, 2021, the Issuer holds in the share capital of Gi Group sp. z o.o. in total 32,954 (say: thirty two thousand nine hundred and fifty four) shares, with a nominal value of PLN 500 (say: five hundred zlotys) each, with a total nominal value of PLN 16,477,000.00 (say: sixteen million four hundred seventy seven thousand zlotys), representing 100% of the share capital of Gi Group sp. z o.o. and entitling to 100% of votes at the shareholders' meeting of Gi Group sp. z o.o.
The total purchase price of all shares in Gi Group sp. z o.o. amounts to PLN 23,700,000.00 ("Purchase Price"). Pursuant to the Agreement, payment of the Purchase Price is to be made, depending on the Issuer's choice: a) in cash; or b) by covering the Purchase Price due to the Seller 1 and / or the Purchase Price due to the Seller 2 by issuing new shares of Gi Group Poland SA to Seller 1 and Seller 2, respectively, and provided that the General Meeting of Gi Group Poland SA approves the issue of new shares of Gi Group Poland SA ("Conversion of the Purchase Price into Shares"); or c) conversion of the Purchase Price into a long-term loan or bonds, the repayment of which will take place within 3 years from the date of signing the Loan Agreement, the terms of which will be agreed by the parties in a separate document no later than the end of August 2021 (the "Loan"), with the terms of the Loan repayment will not differ from the market standards; or d) jointly in the manner set out in point a) and / or b) and / or c) above, whereby part or all of the Purchase Price will be paid in the manner set out in point a) and / or b) and / or c) above.
On June 1, 2021, the Issuer informed the Sellers about the method of payment of the Purchase Price by Conversion the Purchase Price into Shares. The possibility of settling the Purchase Price by Conversion the Purchase Price into Shares is part of the process about which the Issuer informed in the current report no. 20/2021 "Commencement of negotiations aimed at restructuring the Issuer's financial debt towards Gi International S.R.L.
Pursuant to the Agreement, if the Purchaser chooses the option of Converting the Purchase Price into Shares, the Issuer will apply to the General Meeting of Gi Group Poland SA for the shareholders to adopt a resolution to increase the share capital of Gi Group Poland SA in order to convert the newly issued shares into the Purchase Price by the end of August 2021 at the latest. If the General Meeting is not held by the last day of August 2021 at which the resolution on increasing the share capital referred to in the previous sentence is adopted, the Purchaser will inform the Sellers on making a new selection of the method of settlement from among the options indicated in a), c) or d) above, and then:
a) if the selected settlement method is the Loan, the parties will agree on the terms of the Loan in a separate Loan agreement by the end of August 2021;
b) if the cash payment method is selected, the Purchaser shall settle the Purchase Price by September 13, 2021.
The terms and conditions of the Transaction specified in the Agreement do not differ from the terms and conditions applied in the market for this type of agreement. The Agreement has not been concluded subject to a condition or time limit.
The Issuer informs that the implementation of the Transaction is the realization of the Company's strategy assuming focusing more on the development of operations in Poland. The implementation of the Transaction is also the result of the conclusion of an operational cooperation agreement within the Gi Group, about which the Issuer informed in the current report 91/2020. The effect of the Transaction predicted by the Issuer is the achievement of mutual synergies, economies of scale and reduction of operating costs of the Issuer's capital group and Gi Group SpA, which is indirectly the dominant entity of the Issuer.

On 9 July 2021, The Management Board of Gi Group Poland SA informs that the Issuer as the licensee entered into a Licence Agreement with Gi Group S.p.A., a company seated in Milan, which is an indirect parent company of the Issuer (through Gi International SRL, a shareholder of the Issuer) as the licensor. Pursuant to the Licence Agreement, the Licensor granted the Issuer a licence to use the word and figurative trademark "Gi Group". Pursuant to the Licence Agreement the Issuer is entitled to use the Trademark in the scope of providing services in business activity in the entire territory of Poland. The licence is a non-exclusive licence. The Issuer is entitled to grant sub-licences within companies belonging to the Gi Group Poland SA capital group.
The Licence Agreement was concluded for a period of 5 years with an option of prolongation. Pursuant to the Licence Agreement, the total annual licence fee amounts to 0.2% of the turnover derived from all sales invoiced by the Issuer, however, due to the investments made by the Issuer, licence fee will be charged as of the second year of the term of the Licence Agreement. The Licence Agreement is governed by the laws of Poland.
The other terms and conditions under which the Licence Agreement was granted do not differ from the terms and conditions applied for this type of agreement on the market. The Agreement has not been concluded subject to any condition or deadline.
The conclusion of the Licence Agreement constitutes another stage of integration of services provided on the Polish market by the Issuer as an entity belonging to the Gi Group. The intended effect of this integration is rendering services in the field of temporary and permanent employment, outsourcing, search and selection of blue collar employees and HR consulting under one global brand "Gi Group". In the Issuer's opinion, the provision of services by Gi Group Poland SA under one of the strongest and most recognizable brands in Europe and in the world will allow full exploitation of the companies' synergies and implementation of the best practices and solutions in the HR area in Poland.
On 13 September 2021 the Management Board of Gi Group Poland SA ("Company" or "Issuer"), with reference to the current report No. 29/2021 regarding the conclusion by the Issuer as a purchaser and Gi International S.R.L with its registered office in Milan and Mr. Stefano Colli-Lanzi as Sellers (jointly as the "Sellers") of the Share Purchase Agreement, under which the Issuer acquired 100% of shares in the share capital of Gi Group sp. z o.o. ("Gi Group sp. z o.o.", "SPA") informs that in connection with: (i) the decision of the Issuer to pay the Purchase Price under the SPA by means of the Purchase Price Conversion into Shares - the decision of which was announced by the Issuer in the current report No. 29/2021; and
(ii) the fact that the shareholder Investment MIZYAK Corp Sp. z o.o. an action for annulment or revocation of the resolution no. 5 of the Extraordinary General Meeting of Shareholders of the Company of July 22, 2021 on: (i) increasing the share capital of the Company by issuing new series X ordinary bearer shares; (ii) exclusion of the entire pre-emptive right of the existing shareholders to all new series X shares, (iii) applying for admission and introduction to trading on the regulated market of the Warsaw Stock Exchange S.A. new series X shares, and (iv) changes to the Company's Articles of Association ("Resolution No. 5") - about which the Issuer informed in the current report No. 47/2021; and
(iii) the motion of a shareholder of the Company - Gi International S.R.L. convening an Extraordinary General Meeting, at which voting will be held, inter alia, on adopting a resolution on the repeal of Resolution No. 5 - about which the Issuer informed in the current report No. 48/2021; the Company has started talks with the Seller in order to conclude an annex to the SPA ("Annex"). As part of the Annex, the method of settling the Purchase Price for shares in Gi Group sp.z o.o. will be modified, in particular by the possibility of choosing to implement the Purchase Price conversion option to newly issued shares by adopting a resolution on increasing the Company's share capital.
The current report containing information on the results of the talks will be made public by the Issuer immediately after their completion.
G. Obtaining the approval of the Issuer's Supervisory Board for the intended transaction of acquiring Gi Group sp. z o.o. with registered office in Katowice
On 18 May 2021 the Issuer's Supervisory Board agreed to the Issuer to carry out a transaction consisting in the purchase of all shares in Gi Group sp. z o.o. with registered office in Katowice from Gi International s.r.l. (wholly owned by Gi Group SpA based in Milan) and Mr. Stefano Colli-Lanzi as Sellers. Gi Group sp. z o.o. is at the same time the total owner of the company Generale Industrielle Polska sp. z o.o. with registered office in Katowice. The Supervisory Board of Gi Group Poland SA accepted the key terms of the Transaction set out in the draft of the relevant share purchase agreement, which includes in particular the determination of the sale price of Gi Group sp. z o.o. shares. for the amount of PLN 23,700,000.00. Payment of the Price is to be made, depending on the choice of the Issuer: (i) in cash or (ii) by setting off the Issuer's claims against Gi International s.r.l. or; (iii)

by converting the Prices into the Company's shares of a new issue (the "Conversion"); or (iii) by converting the Price into a longterm loan or bonds, the repayment of which will take place within 3 years from the date of signing by the Issuer and the Sellers of a separate agreement regulating the repayment terms, but they will not differ from market conditions; or (iv) jointly in the manner specified in point (i), (ii), (iii) above, whereby all or part of the Price will be repaid in the manner set out in point (i) and / or (ii) and / or (iii).
2) Conclusion of new, longer-term instalment arrangements with the Social Security Institution (ZUS) and arrangements with the Tax and the State Fund for Rehabilitation of Persons with Disabilities;
In the opinion of the Management Board of Gi Group Poland SA, the new arrangements, in addition to the successful completion of the strategic options review and acquiring a leading Investor, were an important factor determining the situation of Gi Group Poland SA in the area of debt service towards the Social Insurance Institution (ZUS).
Following a decrease in the loan-related debt in 2018 (in connection with the sale transaction of the Exact Group described in the Report of the Capital Group for 2018), in 2019 the Capital Group continued its restructuring operations, concluding instalment arrangements with the Social Insurance Institution (ZUS), which in 2019 encumbered the Group's current liquidity. The Gi Group Poland SA Group has prepared new assumptions for instalment arrangements based on the schedule of obtaining financing as part of the ongoing process of strategic options review. What is more, the Management Board of Gi Group Poland SA has started negotiations with the Social Insurance Institution (ZUS) aimed at concluding such new, longer-term instalment arrangements in order to reduce the monthly arrangement instalment, whereas earlier arrangements have been terminated.
As a result, on April 23, 2020, the Issuer entered into an instalment arrangement with the Social Insurance Institution (ZUS) regarding the outstanding social security contributions (including related interest) amounting to PLN 67.348.606,83. In addition, one of the Issuer's subsidiaries – industry Personnel Services Sp. z o.o. with its registered office in Wrocław (further: "IPS") also entered into an instalment arrangement with the Social Insurance Institution (ZUS) regarding the outstanding social security contributions (including related interest) amounting to PLN 10,065,383.60. Pursuant to the instalment arrangements, the outstanding social security contributions will be repaid in 48 instalments, from June 2020 to May 2024 (in the case of the Issuer) and in 48 instalments from March 2020 to February 2024 (in the case of IPS). The repayment plan included periods with lower instalments, financed from the current cash flows, and periods with relatively higher instalments.
Due to the prevailing COVID-19 pandemic, the Management Board has decided to continue renegotiations and propose new terms to the Social Insurance Institution (ZUS). As a result, new arrangements have been signed.
On August 7, 2020, Gi Group Poland SA concluded with the Social Insurance Institution (ZUS) an instalment arrangement regarding the outstanding social insurance contributions (including related interest) under new conditions, amounting to PLN 79,830,776.83 in total, which replaced the previous instalment agreement of Gi Group Poland SA Moreover, the arrangement was also concluded by one of the subsidiaries of Gi Group Poland SA, Finance Care Sp. z o.o. with its registered office in Włocławek) – the value of the arrangement amounted to PLN 5,159,706.60.
Pursuant to the instalment arrangements, Gi Group Poland SA will repay its social insurance contribution liabilities for May 2020 in 24 equal instalments, starting from September 2020, whereas outstanding contributions for other periods will be repaid in 60 progressive instalments, starting from September 2020. Finance Care will repay its outstanding social insurance contributions for May 2020 in 12 equal instalments, starting from August 2020, whereas outstanding contributions for other periods will be repaid in 60 equal instalments, starting from September 2020. One of the conditions for the validity of the instalment arrangements is the settlement of current payments to the Social Insurance Institution (ZUS) without any delay.
On August 11, 2020, one of the subsidiaries, Gi Group Service sp. z o.o. with its registered office in Wrocław (further: "WSI") concluded two instalment arrangements with the Social Insurance Institution (ZUS) regarding the outstanding social security contributions: one amounting to PLN 8,722,420.40 (contributions without prolongation fees and interest) ("Instalment Arrangement 1") and one amounting to PLN 1,630,773.19 (including prolongation fees and interest) ("Instalment Arrangement 2"). Pursuant to Instalment Arrangement 1, the social insurance contribution liabilities for monthly periods from August 2019 to April 2020 will be repaid in 60 instalments, starting from September 7, 2020. Pursuant to Instalment Arrangement 2, the social insurance contribution liabilities for May 2020 will be repaid in 24 instalments, starting from September 7 2020. One of the conditions for the validity of the instalment arrangements is the settlement of current payments to the Social Insurance Institution (ZUS) without any delay.

On 5 October 2020, a subsidiary- Industry Personnel Services sp. z o.o. with its registered office in Wrocław (hereinafter: "IPS") concluded two instalment arrangements with the Social Insurance Institution (ZUS) concerning overdue liabilities on account of social security contributions in the amount of: PLN 12,614,664.89 (premiums plus the prolongation fees and interest) ("Instalment Arrangement 1") and PLN 530,141.69 (excluding prolongation fees and interest) ("Instalment Arrangement 2"). Under the terms of the Instalment Arrangement 1, the IPS obligations for the periods 05/2018 to 04/2020 will be repaid in 60 instalments starting on 20 October 2020. Under the terms of the Instalment Arrangement 2, the IPS obligations for the period 05/2020 will be repaid in 24 instalments starting on 20 October 2020. One of the conditions of the instalment agreements is that current payments to the Social Insurance Institution (ZUS) are paid without delay.)
On 26 October 2020 Gi Group Poland SA's subsidiary, that is:
1) Gi Group Service sp. z o.o. with its registered office in Wrocław (hereinafter: "WSI");
2) Industry Personnel Services sp. z o.o. with its registered office in Wrocław (hereinafter: "IPS");
3) Sellpro sp. z o.o. with its registered office in Wrocław (hereinafter: "Sellpro");
were issued with decisions of the Head of the Tax Office in Wrocław on making payment of VAT liability in instalments. The boundary conditions of the decision are described below.
Re. 1.)
The Head of the Tax Office in Wrocław agreed to Gi Group Service Sp. z o.o. tax liabilities in respect of VAT for February, March, April, May 2020 in the total amount of PLN 3,191,512.00 (including the prolongation fees and interest) being paid in instalments.
Re. 2.)
The Head of the Tax Office in Wrocław agreed to IPS tax liabilities in respect of VAT for February, March, April, May 2020 in the total amount of PLN 1,739,028.00 (including the prolongation fees and interest) being paid in instalments.
Re. 3.)
The Head of the Tax Office in Wrocław agreed to Sellpro tax liabilities in respect of VAT being paid in instalments:
a) for February, March and May 2020 in the total amount of PLN 2,777,215.02 (including the prolongation fees and interest).
b) for April 2020 in the total amount of PLN 863,228.00 (including the prolongation fees and interest).
According to each of the above decisions, tax liabilities will be repaid in 48 monthly instalments starting from 16.11.2020. Consent to making payment in instalments is contingent on meeting the deadline for payment in instalments.
On 2 November 2020 Gi Group Poland SA was issued with a consent of the Head of the Lower Silesian Tax Office in Wrocław to make payment of tax liabilities under VAT in instalments ("Decision"). The decision fully takes into account the Company's request and concerns a permit to make payment of tax liabilities on account of VAT for February, March, April, May 2020 in the total amount of PLN 14,635,014.00 (including listing fees and interest). Pursuant to the Decision, tax liabilities were split into 48 monthly instalments starting from 16.11.2020. The Tax Office will uphold the Decision subject to such conditions as Gi Group Poland SA making current payments to the Tax Office.
On 5 November 2020 Gi Group Poland SA was issued with a consent of the Head of the Lower Silesian Tax Office in Wrocław to make payment of CIT liabilities for 2018 in instalments ("Decision"). The decision concerns the split of payment of CIT liabilities in the total amount of PLN 8,471,397.00 (including interest on arrears and prolongation fees) into instalments. Pursuant to the Decision, tax liabilities were split into 48 monthly instalments starting from 16.11.2020. The Tax Office will uphold the Decision subject to such conditions as Gi Group Poland SA making current payments to the Tax Office.
On 4 February 2021, Gi Group Poland SA was informed that the State Fund for the Rehabilitation of Persons with Disabilities seated in Warsaw, (hereinafter: "PFRON") signed an agreement on spreading into installments cash payments for reimbursement of subsidies to the remuneration of disabled employees (hereinafter: the "Agreement"). The agreement covers Gi Group Poland SA's obligation to to reimburse remuneration to disabled employees resulting from the decision of the President of the Management Board of PFRON of November 21, 2019, upheld by the decision of the President of the Management Board of PFRON of October 29, 2020, in the part related to reimbursement of PFRON funds transferred to the Issuer as remuneration to disabled employees for the reporting periods March-April, June-September, November 2016, February-March, August-December 2017, January-

February 2018 and reversing the appealed decision in the part related to reimbursement of remuneration to disabled employees for the reporting periods June-July 2014. The obligation covered by the Agreement consists of:
1) the amount of principal of PLN 6,226,032.13 (say: six million two hundred twenty six thousand thirty two zloty and thirteen grosz);
2) interest in the amount of PLN 1,821,894.25 (one million eight hundred and twenty-one thousand eight hundred and ninetyfour zlotys and twenty-five grosz).
The above decision of the President of the Management Board of PFRON dated 29 October 2020, was appealed by the Issuer with a complaint to the Provincial Administrative Court in Warsaw in the part concerning the reporting period: August 2016 (reimbursement amount: PLN 423,722.26). Pursuant to the provisions of the Agreement, if a final court decision is issued stating that the Issuer is not obliged to pay PFRON the whole or part of the receivables covered by the Agreement, the Parties shall cease to be bound by the Agreement with respect to the receivables covered by such decision. Under the Agreement, Gi Group Poland SA's obligation will be repaid in 60 installments starting from February 2021 until January 2026.
On 9 July 2020, the Management Board of Gi Group Poland SA received an information that the Issuer's subsidiary "Industry Personnel Services" Sp. z o.o. with its registered office in Wrocław concluded with the State Fund for Rehabilitation of Disabled People with its seat in Warsaw an agreement on the distribution of payments into installments regarding the reimbursement of subsidies to the remuneration of disabled employees.
The Agreement covers the IPS's obligation resulting from the decision of the President of the Management Board of SFRDP of 1 Octobers 2020 (maintained in force by the decision of the President of the Management Board of SFRDP of 21 January 2021), ordering IPS to return SFRDP's funds provided to the IPS as a subsidy for the remuneration of disabled employees for the reporting periods: March, April, August and October 2016; January – December 2017 and January, February, April – September 2018. The obligation covered by the Agreement consists of:
1) the principal amount of PLN 2.635.099,04 (say: two million six hundred and thirty-five thousand and ninety-nine zlotys and four groszy);
2) interest in the amount of PLN 727.274,66 (say: seven hundred and twenty-seven thousand two hundred and seventy-four zlotys and sixty-six groszy).
The above decision of the President of the Management Board of SFRDP of 21 January 2021 was appealed by the IPS with a complaint to the Provincial Administrative Court in Warsaw in the part related to the reporting periods: August 2018 (refund amount: PLN 82.378,06) and September 2018 (refund amount: PLN 85.212,10).
Pursuant to the Agreement, the IPS's liability shall be paid in 60 installments, starting from July 2021 to June 2026.
3) Gradual reorganisation of the Capital Group and reduction of the number of its member entities.
The activities of the Management Board of Gi Group Poland SA described in this section are mainly related to the Group restructuring by disinvestments of non-profitable or non-core entities (temporary work). As a consequence, significant changes took place throughout 2019 and 2020:
- repayment of acquisition liabilities to FIEGE Logistik Stiftung & Co. KG in several instalments in 2019; then, on June 5, 2020, a conditional agreement was concluded for the sale of the German companies which was finally implemented on July 27, 2020
- by the end of 2019, disinvestments had been completed regarding the entities from the Antal Sp. z o.o. Group
- the sale of Czech and Slovak entities, which served as collateral for the bondholders, was abandoned because the relevant bond liabilities were repaid, and then transactions of sale of these entities to the shareholder Gi Group Poland SA were completed
- measures have been taken to reduce the involvement of Polish entities in cross-border services (transfer of Polish employees to France, Belgium, and partly Germany) due to the reduced efficiency and profitability of this business, especially during the COVID-19 pandemic. As a result of the activities referred to above, on August 3, 2020, it was decided to wind up three Polish companies (Work Express Sp. z o.o., Outsourcing Solutions Partner Sp. z o.o., Support and Care Sp. z o.o.) and to open the corresponding liquidation proceedings.

In addition, the purchase option for Prohuman 2004 Kft was terminated on April 6, 2020, which resulted from the arrangements included in the investment agreement described in this chapter (it was one of the conditions precedent of that agreement). ;
A. Termination of the purchase option for Prohuman 2004 kft.
Signing of call option and co-operation agreement
This paragraph sets out the key terms of the agreement concluded on 3 July 2019 between the Company and the following Hungarian companies: Human Investors Kft. ("HI"", Profólió Projekt Tanácsadó Kft. ("Profólió") and Prohumán 2004 Kft. ("Prohumán")
This agreement sets out in detail the terms of the transaction for the future sale of 100% of shares in Prohumán ("Prohumán Sales Process"). The Prohumán Sales Process refers to the sale to HI company (a company formed by managers related to Profólió and Prohumán) or another entity designated by HI ("Buyer"): (i) all Prohumán shares held by the Company, which represent 80.22% of Prohumán's share capital ("Principal Shares") and (ii) all or part of the remaining Prohumán shares held by Profólió, which constitute 19.78% of Prohumán's share capital ("Profólió Shares").
Pursuant to the Agreement, a right of call option was established for the Buyer in respect of the Principal Shares ("Call Option") under which the Buyer may unilaterally acquire the Principal Shares. The Call Option has been set for a fixed period of two (2) years from the date of signing the Agreement ("Date of Signing"), with the possibility of early termination in the cases set out in the Agreement.
The sale price of the Principal Shares ("Purchase Price of the Call Option") consists of a cash payment and repayment of all loans granted by Prohumán to the Company ("Prohumán Loans") under loan agreements ("Prohumán Loan Agreement") plus interest (settlement amount of intra-group liabilities).
At the same time, the Company signed an Annex to the Prohumán Loan Agreement extending the maturity of Prohumán Loans until 31 December 2021 and allowing the repayment of Prohumán Loans in accordance with the Agreement. The entry into force of this Annex to the Prohumán Loan Agreement was subject to the entry into force of the Agreement and to the delivery of the originals of the notarial submission to the enforcement of the Company with regard to the claims arising from the Prohumán Loan Agreement.
The exercise of the Call Option and the completion of the sale shall be subject to the prior fulfilment of the conditions set out in the Agreement.
Pursuant to the Agreement, the termination of the Prohumán Sales Process by HI will be completed by 31 March 2020, with the possibility of extending this deadline, subject to the terms of the Agreement ("Extension of Deadline").
Profólió will cooperate with HI in the Prohumán Sales Process, including the sale of Profólió Shares or parts thereof (to the extent that Buyer will not buy the entire Profólió Shares) and will be a party to the sales contract ("Prohumán Sales Agreement").
If the conditions for the Extension of the Deadline are not met, the Company may terminate the Call Option by written notice to HI by 30 April 2020 at the latest. If the Company does not complete the Call Option by 30 April 2020 at the latest, then, under the terms of the Agreement, the deadline for the completion of the Prohumán Sales Process will be automatically extended. If this period is extended but the sale of Prohumán will not take place within this extended period, the Company may terminate the Call Option at any time after that extended period. HI may at any time terminate the Call Option.
If the above transaction fails in accordance with the schedule described above, the parties agreed on the terms and conditions for the mutual settlement and subsequent sale of Prohumán. On the date of the termination of the Call Option by either of the above parties ("Closing Cancellation Date"), the Issuer will be entitled to exclusively manage the sale of the Principal Shares and the shares of Profólió to an external buyer ("Second Sale of Prohumán") in accordance with the Agreement of 23 October 2017 and its amendments ("QSPA"). The second sale of Prohumán will start within 9 months of the date of the Closing Cancellation Date. As a result of the Second Sale of Prohumán: (i) the Company, (ii) a subsidiary of the Company, in which the Company is the sole shareholder (to which the Company may unilaterally transfer rights and obligations under the QSPA subject to payment of the purchase price) or (iii) an external buyer selected by the Company (to which certain rights and obligations under the QSPA may be unilaterally transferred by the Company subject to payment of the purchase price), will acquire Profólió shares for the purchase price which will be reduced by PLN 4 million compared to the purchase price specified in the QSPA without interest on this price during the second sale of Prohumán and will be payable in full in cash in accordance with the QSPA (as amended) ("Profólió Share Purchase Price").
The payment to Profólió of the Profólió Share Purchase Price by the Company or an external buyer chosen by the Company will be made at the same time as the payment and transfer of the principal shares and will not occur earlier than: (i) within 12 months

of the start of the Second Sale of Prohumán and (ii) within 21 months of the Closing Cancellation Date ("Prohumán Second Sale Date"). Under certain conditions, Prohumán Second Sale Date will be automatically extended by 3 (three) months. If the payment of the Profólió Share Purchase Price is not made before or on the date of the Second Sale of Prohumán, the Second Sale of Prohumán will be considered as unsuccessful.
In this case, the purchase price of Profólió Shares will be payable by the Company in 4 (four) equal quarterly instalments.
Therefore, Profólió and the Company signed an Annex to the QSPA ("Annex to QSPA") in the event of a failure of the Second Sale of Prohumán. The Annex to the QSPA defines the way in which the shares are sold ("Third Sale of Prohumán"), in four instalments of the "First Instalment Implementation" will take place on the last working day of the three-month period from the date of entry into force of the Annex to the QSPA; "Second Instalment Implementation" will take place on the last working day of the six-month period from the date of entry into force of the Annex to the QSPA; "Third Instalment Implementation" will take place on the last working day of the 9-month period from the date of entry into force of the Annex to the QSPA, and "Fourth Instalment Implementation" will take place on the last working day of the 12-month period from the date of entry into force of the Annex to the QSPA). Each of these instalments corresponds to 1/4 (one quarter) of the Profólió Shares Purchase Price and represents 4.945% of Prohumán's registered capital. Each instalment shall be paid in accordance with the conditions set out in the amendment to the QSPA.
The parties provided in the Agreement for contractual penalties for a breach of the Agreement in the amount from PLN 100,000 to PLN 40,000,000 depending on the nature and significance of the breach.
The parties have fixed interest in the Agreement at 10 % in the event of non-compliance with payments calculated from the due date until the actual date of payment.
The Agreement shall be governed by Hungarian law. The other terms of the Agreement shall not depart from the terms and conditions applicable to such agreements.
Funds acquired from the sale of the Principal Shares will be spent, as follows: (i) for a complete repayment of the loan granted to the Company pursuant to the loan agreement of 18 November 2015 (subsequently annexed) concluded with BNP Paribas S.A., Bank Millennium S.A., Santander Bank Polska S.A. and Powszechna Kasa Oszczędności Bank Polski S.A., which the Company reported in current reports, e.g. No. 43/2015, 34/2017, 7/2018, 82/2018 and 86/2018, amounting to about PLN 110 mln (ii) for further debt adjustment and the reduction of liabilities of the Issuer's Capital Group.
Termination of the Call Option on 6 April 2020
On April 6, 2020, Gi Group Poland SA terminated the Call Option in respect of all Prohumán 2004 Kft shares. ("Prohumán"), held by Gi Group Poland SA, representing 80.22 % of Prohumán's share capital ("Call Option").
According to the agreement described in the previous section, the sale of Prohumán by HI, under the Call Option was completed, was to be completed by 31 March 2020, with the possibility of extending this deadline, subject to the terms of the agreement.
As the terms of the extension of this period have not been fulfilled, Gi Group Poland SA was entitled to terminate the Call Option until 30 April 2020, which was executed by Gi Group Poland SA In the presented agreement, the parties agreed on the terms of further sale of Prohumán in the case of a failure of the Call Option transaction. Therefore, from April 6, 2020, Gi Group Poland SA is entitled to exclusively manage the sale of 100% of the Prohumán shares held by the Company and Profólió under the so-called second sale of Prohumán.
The absence of an extension of the Call Option period was one of the suspensive conditions of the investment agreement concluded on 13 February 2020 between Gi Group Poland SA and Gi International S.r.l.
B. Conclusion of an agreement with an advisor on the execution of a transaction for the sale of shares in Prohuman 2004 kft.
On 29 December 2020, Gi Group Poland SA signed a cooperation agreement with an external advisor concerning completion of a second process of sale of 100% shares in Prohumán 2004 Kft. ("Prohumán") ("Second Prohumán Sales Process"). The Second Prohuman Sales Process will be carried out under the Purchase Option and Cooperation Agreement of 3 July 2019 concluded between Gi Group Poland SA and the Hungarian companies: Human Investors Kft. ("HI"", Profólió Projekt Tanácsadó Kft. ("Profólió") or Prohumán (the "Agreement").

C. Repayment of acquisition liabilities to FIEGE Logistik Stiftung & Co. KG followed by sales of Work Service GmbH & Co. KG
In 2019, Gi Group Poland SA, through the intragroup loan, repaid by the end of the year the remaining acquisition liabilities for a 100% controlled by Gi Group Poland SA subsidiary Work Service GmbH & Co.KG.
On 5 June 2020, the subsidiaries of Gi Group Poland SA, i.e. work Service SPV Sp. z o.o. with its registered office in Wrocław (KRS: 0000499130) as seller 1, Gi Group Service Sp. z o. o. with its registered office in Wrocław (KRS: 0000261009) as seller 2 (together as "Sellers") and Gi Group Poland SA as guarantor, concluded with Gi Group Deutschland GmbH based in Düsseldorf (HRB 70863 in the German Commercial Register), being a subsidiary of Gi INTERNATIONAL S.R.L., which is wholly owned by Gi Group SpA, as a buyer ("Buyer"), a conditional agreement for the sale of equity rights in Work Service GmbH & Co. KG with its registered office in Düsseldorf (number 23071 in the German Commercial Register) ("Company") ("Agreement" or "Transaction").
Under the Agreement, the Seller has undertaken to sell respectively 74% and 26% of its Company's equity rights, with a total nominal value of EUR 100,000.00, representing a total of 100% of the Company's equity rights ("Equity Rights"). The sale price of the Equity Rights was set at PLN 4,500,000.00 ("Price").
The agreement was concluded subject to certain suspensive conditions, in particular the consent of the Issuer"s capital group banks to release the pledge on the Company's equity rights and subsequent effective release of the above pledge. In addition, under the Agreement, the Issuer will provide a general guarantee in respect of all obligations of the Sellers under the Agreement. The remaining provisions of the Agreement shall not depart from the terms and conditions of agreements of such type, in particular as regards the provisions concerning the prohibition of competitive activities, the statements and assurances made by the Sellers and the principles of liability of the parties.
In addition, upon closing the Transaction, the Buyer will promptly repay to the Issuer the amounts resulting from the inter-group liabilities of the Company and its subsidiaries in the amount of approx. PLN 3,300,000.00.
Finally, on July 27, the Sellers sold 74% and 26% of their share rights in the Company, respectively, with the total nominal value of EUR 100,000.00, accounting for the total of 100% of the share rights in the Company, for the price of PLN 4,500,000.00 – the price actually received by the Sellers.
Pursuant to the Agreement, the Buyer was to repay to the Issuer, within 10 working days after July 27, 2020, the intra-group liabilities to the amount of approx. PLN 3,300,000.00.
The Issuer intended to allocate the amount of PLN 7,500,000.00 received under the transaction to repay the principal of the bridge loan.
The planned sale of German entities was performed as part of restructuring activities carried out by Gi Group Poland SA within the Issuer's Capital Group and also the result of the planned investment of Gi Group SA. in the Capital Group.
D. Withdrawal from the sale of Czech and Slovak entities in connection with the restructuring of bonds described in item 3 of this chapter, and then completing the transaction of sale of these entities to the shareholder Gi Group Poland SA
On December 10, 2018, the Company fully implemented the conditional agreement concluded on December 6, 2018 and completed the restructuring and bond refinancing process. In the bond issue terms, the Company undertook to implement restructuring activities including, among others, to start of the sales process of Work Service Czech Republic s.r.o., Work Service Slovakia s.r.o., Work Service SK s.r.o. and Work Service Outsourcing Slovakia s.r.o. in accordance with the agreed schedule.
At a meeting held on 21 December 2020, the Company's Management Board decided to execute transactions consisting in the sale of all shares in Gi Group Poland SA, i.e. Work Service Czech s.r.o. and Work Service Slovakia s.r.o. to Gi International SRL (which is owned by Gi Group SpA based in Milan) ("Transactions").
On 10 February 2021, the Supervisory Board of Gi Group Poland SA agreed that Gi Group Poland SA will perform transactions consisting in the sale of all shares in the Issuer's subsidiaries Work Service Czech s.r.o. and Work Service Slovakia s.r.o. to Gi International SRL (wholly owned by Gi Group SpA seated in Milan) ("Transactions"). At the same time, the Supervisory Board accepted the key terms of the Transaction as set forth in the draft of the relevant framework agreement, which in particular includes setting the sales price of shares in the above subsidiaries at a total amount of PLN 29,200,000.00, which may be paid in cash or by a set-off of receivables of the Issuer against Gi International SRL or by settling a part of the amount in cash and the remaining amount by a set-off.

On 24 February 2021. Gi Group Poland SA and two of its subsidiaries, i.e. Industry Personnel Services sp. z o.o. and Gi Group Service sp. z o.o., as the seller ("Seller") entered into an agreement with Gi International SRL seated in Milan (wholly owned by Gi Group SpA seated in Milan), as the buyer ("Buyer"): (i) Framework Sales Agreement which sets out the terms and conditions of the transaction of selling all shares in the Issuer's subsidiaries, i.e. Work Service Czech s.r.o. and Work Service Slovakia s.r.o., held by the Sellers to the Buyer. (the "Agreement", the "Transactions"), and, in execution of the Agreement, (ii) two agreements for the sale of such shares (in accordance with their forms attached hereto).
The total sales price of all shares in the above subsidiaries of the Issuer amounted to PLN 29,200,000.00 (the "Selling Price"), including
1) for shares in Work Service Czech s.r.o. - PLN 20,300,000.00
2) for shares in Work Service Slovakia s.r.o. - PLN 8,900,000.00
The Parties to the Agreement agreed that the Selling Price shall be paid in two instalments as follows:
1) The amount of PLN 19,200,000.00 due from the Buyer will be deducted on 1 March 2021 from a part of the Loan Amount, which the Issuer informed about in the current report no. 110/2020, which Loan was granted by the Buyer to the Issuer on the basis of the Financing Agreement (described in the current report no. 54/2020). As a result of the deduction, the due part of the Loan Amount shall be reduced to the amount of PLN 10,800,000.00. ("Remaining Loan Amount").
2) The amount of PLN 10,000,000.00 due from the Buyer shall be paid in cash by April 30, 2021.
Pursuant to the Agreement, the parties may change the method of payment of the Sales Price by using a payment option selected from the following: (i) in full in cash, or (ii) in full by way of set-off of the Issuer's claims against the Buyer, or (iii) by settling part of the amount in cash and the remaining amount by way of set-off.
In the event of breach by any of the Sellers of their obligations arising from the prohibition on competitive activity with respect to the Issuer's subsidiaries sold, as set forth in the Agreement, a given Seller shall be obliged to pay the Buyer a contractual penalty in the amount of EUR 25,000 for each case of breach; payment of the contractual penalty shall not exclude the Buyer's right to claim compensation for damage exceeding the amount of such penalty. The other terms and conditions specified in the Agreement on which the Transactions are to be carried out do not differ from the terms and conditions applied for this type of agreements on the market. The agreement was not entered into subject to a condition or term.
The transaction is a manifestation of the Company's strategy to focus more on developing its business in Poland and raising additional funds to reduce its liabilities. The Management Board of Gi Group Poland SA considered the sale of companies in the Czech Republic and Slovakia already at the stage of selecting strategic options at the beginning of 2019, which resulted from the lack of sufficient synergies with foreign companies operating independently.
E. Information concerning negotiations by Gi Group Poland SA regarding the determination of the terms of sale of all shares in Prohumán 2004 Kft.
On 30 September 2021 Gi Group Poland SA informed that it is negotiating the sale of all its shares in the Gi Group Poland SA subsidiary, Prohumán 2004 Kft. ("Prohuman") (representing 80.22% of the total share capital of Prohuman) ("Transaction"), in the course of which the Company applied to the lending banks for consent to conduct - in the event of a positive conclusion of the negotiations - Transaction on preliminary terms negotiated by the parties.
The Gi Group Poland SA's actions towards the implementation of the Transaction are the result of concluding a cooperation agreement in the implementation of the second process of selling all shares of Gi Group Poland SA in Prohuman, about which the Gi Group Poland SA informed in the current report 108/2020. The sale in question depends on the parties negotiating satisfactory terms of the Transaction. Gi Group Poland SA hereby clarified that the disclosure of this information is performed due to the need to apply to the accounting standards resulting from the arrangements with the Gi Group Poland SA's auditor requiring the disclosure of the intended sale of shares in Prohumán as assets for sale in the semi-annual financial statements, which will be published on 30 September 2021.
The conclusion of an agreement for the sale of shares in Prohuman, assuming a successful course of negotiations, will be conditional on obtaining all necessary permits resulting from the provisions of the law of commercial companies and resulting from agreements linking the Gi Group Poland SA with the Gi Group Poland SA's Crediting Banks.
If the negotiations are successful, Gi Group Poland SA will immediately publish information about it in the form of an appropriate current report.
4) Loss of control over Prohuman 2004 Kft according to IFRS 10

On 31 December 2020, the Management Board of Gi Group Poland SA, having obtained relevant opinions from external legal advisors, performed a multi-faceted analysis of information concerning facts and circumstances indicating the occurrence of a number of difficulties with respect to effective ownership and management of the Hungarian company Prohumán 2004 Munkaerő Szolgáltató és Tanácsadó Kft. seated in Budapest, in which Gi Group Poland SA holds shares representing a majority (80.22%) of votes at the Meeting of Shareholders ("Prohumán"), resulting from an unfavourable attitude of Profólió Projekt Tanácsadó Kft. seated in Budapest, which is a minority shareholder in Prohumán ("Profólió"), and three (out of four) Executive Directors of Prohumán connected with it - including as regards exercising effectively certain rights of Gi Group Poland SA as a shareholder in Prohumán (in particular, as Profólió contests the correctness of appointment of one of the Executive Directors of Prohumán, delegated by Gi Group Poland SA to perform this function). This analysis has led the Company's Management Board to formulate an assessment that the resulting corporate dispute has reached a level of intensity which may pose a significant threat - at least temporarily (but for an indefinite period of time) - to Gi Group Poland SA's ability to exercise sufficiently effective control over Prohumán. Mutual relations of Gi Group Poland SA and Profólió, which were established in the past on the basis of numerous contractual relations (especially those resulting from the shareholders' agreement), have in fact allowed these entities to exercise joint control over Prohumán; however, this year there have been discrepancies in some decisions made by Prohumán's corporate bodies, including as regards the appointment of the sole Managing Director of Prohumán nominated by Gi Group Poland SA; other Managing Directors have not reported his appointment to the relevant court register as well as they do not admit him to perform his functions. A.; the other Managing Directors have so far failed to report his appointment to the relevant court registry, as well as to admit him to perform his functions. The actions and omissions detrimental to the interests of Gi Group Poland SA, which were taken by Prohumán's managers who are in conflict with Gi Group Poland SA and by Profólió, are in violation of the law and Prohumán's Articles of Association.
Gi Group Poland SA endeavors to correct the deficiencies of Prohumán's operations, including through appropriate proceedings before a competent court, and intends to take further steps in this regard with the professional assistance of Hungarian legal advisors. The object of these actions is to restore Prohumán to legal and statutory compliance; in the first instance, this includes obtaining the registration of the Managing Director in the court register. In the opinion of Gi Group Poland SA on 31 December 2020, further continuation or intensification of this dispute - which may manifest itself in complete discontinuation of cooperation of Profólió or Prohumán with Gi Group Poland SA (especially as regards proper provision of necessary information and financial data by Prohumán or selection of an auditor for Prohumán and its subsidiaries) - increases the risk of serious adverse consequences for Gi Group Poland SA or its capital group, especially in the area of consolidation of financial statements.
On 31 March 2021, the Management Board of Gi Group Poland SA informed that as a result of an ongoing corporate dispute in Prohumán caused by an unfavourable attitude of Profólió Projekt Tanácsadó Kft. seated in Budapest, being a minority shareholder of Prohumán ("Profólió") and three (out of four) managing directors of Prohumán connected with it - difficulties in exercising effective ownership and management influence over Prohumán as well as its capital group ("Prohumán Group") resulted in the Gi Group Poland SA's belief that on 31 March 2021 the Company has effectively lost control over Prohumán in accordance with the International Financial Reporting Standards ("IFRS").
Until the publication of the report, Gi Group Poland SA has completed a number of actions, including those under respective proceedings, aimed at restoring, in a manner prescribed by law, the full extent of its rights related to the majority shareholder status in Prohumán. Despite exercising due diligence, the actions taken by Gi Group Poland SA did not bring the expected results and therefore the prerequisites of IFRS 10 determining the loss of control of the Issuer over Prohuman were fulfilled.
Under IFRS 10, this loss of control will cause Gi Group Poland SA to change its situation, i.e. regain control, starting from the consolidated financial statements of the Gi Group Poland SA group for the fiscal year 2020:
1) Exclude from the consolidated balance sheet the assets (including goodwill relating to the Prohuman group) and liabilities of the Prohumán group (as a former subsidiary) that were consolidated until September 30, 2020, together with minority capital and the foreign exchange result relating to the translation of the Prohuman group's statements;
2) Recognize the value of the Prohuman group in the consolidated balance sheet at an amount equal to the fair value of the group;
3) Recognize accounts receivable and accounts payable to the Prohuman group;
4) Include in the 2020 annual consolidated income statement the revenue and expenses of the Prohuman group for the nine months ended September 30, 2020;
5) Measure the shares in the Prohuman group using the equity method, i.e. include in the annual consolidated profit and loss account the consolidated financial result of the Prohuman group for the 4th quarter of 2020 and subsequent periods 2021 provided that such data is received in a form that makes it possible to include these data in the annual consolidated profit and loss account of the Gi Group Poland SA Group.
6) Present all of the data and adjustments described in items 1-5 above in the financial statements in the continuing operations section, together with the financial data of other entities that do not constitute discontinued operations.

Gi Group Poland SA will continue to take all possible measures to restore Prohumán's operations in accordance with the law and its Articles of Association.
Gi Group Poland SA also notes that the situation described above has no impact on the Issuer's financial position, including liquidity, or on Gi Group Poland SA separate data. Gi Group Poland SA discloses in its books the value of shares in Prohuman equal to PLN 144 million and as at the date of publication of this current report there are no grounds to make a write-down of this value.
The impact of losing control under IFRS 10 (and the resulting change in the data consolidation method described above) on the consolidated financial results is presented in item 2.3 "Business Continuity" (subitem 6.C) of the Gi Group Poland SA Capital Group Annual Report. Gi Group Poland SA also cautions that the data described in item 5 above (net profit of Q4 2020 for the Prohuman group, as well as the net profit for the first half of 2021 for the Prohuman group ) were not included in the consolidated financial results due to the fact that they were not received from Prohuman 2004 kft. or its subsidiaries.
5) Activities aimed at restructuring the financial debt of the Gi Group Poland SA group towards Gi International S.R.L.
In connection with the information presented in points 1 B and 1 C of this chapter, by the date of publication of this report, in the performance of the investment agreement and the Financing Agreement, financing was made available to companies belonging to the continued part of the capital group in the total amount of PLN 102 950 913,00, of which, by the date of publication, PLN 19,200,000.00 had already been repaid, partly through compensation with receivables for the sale of Czech and Slovak entities. The current amount of the liability is PLN 83 750 913,00.
In accordance with the currently agreed terms and conditions resulting from valid bridge financing agreements and the Financing Agreement described in point 1C of this chapter as well as in note 20 of the Group's Annual Report for 2020, the amount of this liability should be settled or repaid as follows:
- PLN 33 502 000,00 until February 13, 2025
- PLN 48 716 913,00 until March 31, 2021
Overdue liabilities should be included overdue liability under the acquisition agreement (purchase of Gi Group sp. z o.o.) in the amount of PLN 23,700,000.00.
In addition, Gi Group Sp. z o.o. with its registered office in Katowice, which was acquired in June 2021, as at the date of publication of this report recognises a liability due to borrowings from Gi International S.r.l in the amount of PLN 19 200 000,00. The payment date falls on 31 March 2021.
On April 19, 2021, Gi Group Poland SA signed a letter of intent with Gi International S.R.L. concerning the consideration and analysis of all possible solutions that may apply to the restructuring of the above-mentioned debt ("Receivables" towards Gi International SRL, in particular the amendment of the Financing Agreement or the conduct of proceedings, pursuant to the provisions of the Restructuring Law aimed at postponing the due date of the Receivables or converting the Receivables on the Company's shares of a new issue ("Conversion"). The effect of the possible Conversion assumed by Gi Group Poland SA is, in particular, a positive impact on the amount of equity capital per unit of Gi Group Poland SA.
On 30 July 2021, the Management Board of Gi Group Poland SA, with reference to current report no. 54/2020 on conclusion of a Financing Agreement between the Company and Gi International s.r.l., on the basis of which the Investor granted to the Company financing in the amount of PLN 210,000,000.00, informs that a part of the Loan Amount of PLN 50,000,000.00, maturing on 31.07.2021, will not be repaid on that date.
With reference to current report no. 40/2021, in which the Issuer communicated the opinion of the Management Board justifying the exclusion of the subscription rights to Series X Shares and the issue price of Series X Shares, the Issuer informs that the Company and the Investor are conducting negotiations to determine new conditions for repayment of the Part of the Loan Amount. A current report containing information on the results of the conducted negotiations will be published by the Issuer immediately after their completion.

6) Adjustments of financial data for 2020 regarding: scale of activity, business operating costs, goodwill and recognition of a number of atypical events as a result of financial performance
A. Adjustment of the scale of activity (continued operations) and a systematic reduction in operating costs to improve the profitability of the business;
The presented financial data refer to the 9-month period ended September 30, 2021 and the 9-month period ended September 30, 2020.
The presented financial data on continuing operations for 9 months of 2021 include:
* results of Polish companies and the Ukrainian company for the period 01.01.2021-30.09.2021
* results of Gi Group sp z o.o. together with the subsidiary Generale Industrielle sp.z o.o. from September 2021
Data for continuing operations are not comparable due to the result of Gi Group Sp. z o.o. together with the subsidiary Generale Industrielle sp.z o.o. for the months of June-September 2021.
The presented data on discontinued operations include:
* activities intended for sale for the period 01/01/2021 - 30/09/2021, i.e. the financial results of Work Service Slovakia s.r.o and entities controlled by Work Service Slovakia s.r.o, as well as the company Work Service Czech s.r.o. including the result on the sale of these entities. Additionally, the results of Prohuman 2004 Kft and companies controlled by it should be taken into account in accordance with the new consolidation method described in point 1.2 of the Interim Condensed Semi-Annual Report for the first half of 2021, however, the Issuer did not receive such data.
* activities intended for sale for the period 01/01/2020 - 30/09/2020, i.e. the financial results of Work Service Slovakia s.r.o. and entities controlled by Work Service Slovakia s.r.o, as well as Work Service Czech s.r.o. and the German Group, i.e. the company Work Service GMBH & Co.KG and entities controlled by Work Service GMBH & Co.KG, and the financial results of Prohuman 2004 Kft and companies controlled by it.
The sale of Work Service GMBH & Co.KG was made at the beginning of the third quarter of 2020. which was described in the Group's Report for the first half of 2020, as well as in the Consolidated Quarterly Report of the Group for the third quarter of 2020.
Sale of companies Work Service Czech s.r.o. and the Work Service SK group was made in February 2021.
In December 2020, due to the loss of control, the method of consolidation of the Prohuman Group was changed, which is described in more detail in point 1.2 of the Interim Consolidated Semi-Annual Report for the 1st half of 2021.
| CONTINUED OPERATIONS | 01.01.2021-30.09.2021 | 01.01.2020-30.09.2020 |
|---|---|---|
| Revenues | 333 240 650,12 | 295 887 690,54 |
| Net revenues from sales of products | 333 626 892,81 | 296 166 685,34 |
| Variation in stocks of products | -386 242,69 | -278 994,80 |
| Manufacturing cost of products for entity's own purposes | ||
| Net income on sale of goods and materials | ||
| Operating costs | 344 596 396,78 | 313 095 138,92 |
| Depreciation | 4 507 885,56 | 5 945 853,28 |
| Consumption of materials and energy | 1 410 865,97 | 1 419 022,04 |

| Outside services | 33 944 345,10 | 27 718 278,90 |
|---|---|---|
| Taxes and charges | 949 711,34 | 1 012 588,50 |
| Remuneration | 252 730 196,81 | 230 592 232,20 |
| Social insurance and other benefits | 49 615 985,12 | 44 821 017,46 |
| Other generic expenses | 1 437 406,87 | 1 586 146,53 |
| Value of goods and materials sold | 0,00 | |
| Profit (loss) on sales | -11 355 746,66 | -17 207 448,38 |
| Other operating incomes | 47 771 303,14 | 24 018 202,74 |
| Other operating costs | 27 602 051,78 | 21 442 816,23 |
| Profit (loss) on operating activities | 8 813 504,70 | -14 632 061,86 |
| Financial incomes | 5 948 887,19 | 30 807 890,41 |
| Financial costs | 13 001 931,40 | 20 869 572,28 |
| Gross profit (loss) | 1 760 460,48 | -4 693 743,73 |
| Income tax | 3 776 792,16 | 7 476 324,73 |
| Net profit (loss) from continued operations including: | -2 016 331,68 | -12 170 068,46 |
| DISCONTINUED OPERATIONS | 01.01.2021-30.09.2021 | 01.01.2020-30.09.2020 |
|---|---|---|
| Net revenues from sales of products | 14 280 197,04 | 597 121 015,59 |
| Operating costs | 14 134 342,42 | 576 572 003,94 |
| Other operating incomes | 120 426,19 | 20 339 741,01 |
| Other operating costs | 4 783,41 | 10 083 880,46 |
| Financial incomes | 13 304 353,90 | 8 057 925,37 |
| Financial costs | 144 502,52 | 2 956 716,15 |
| Gross profit (loss), including: | 13 421 348,78 | 35 906 081,41 |
| result of the Czech entity and Slovak entities up to the date of sale and result on the sale of these entities 2021 |
13 421 348,78 | |
| net profit (loss) in 3Q 2021 of the Prohuman Group* | No data | |
| Result of the German Group and the result on the sale of the German Group in 2020 |
4 852 398,58 | |
| Income tax | 9 432 626,44 | |
| Net profit for the financial year from activities classified as intended, including: | 13 421 348,78 | 26 473 454,97 |
| result of the Czech entity and Slovak entities up to the date of sale and result on the sale of these entities 2021 |
13 421 348,78 | -2 059 634,52 |
| net profit (loss) in 3Q 2021 of the Prohuman Group* | No data | 23 707 111,95 |
| net profit (loss) of the German Group and the result on the sale of the German Group in 2020 |
4 825 977,54 |
* net profit (loss) on discontinued operations does not include the net profit (loss) of the Prohuman Group due to the lack of data from the Prohuman Group for 3 quarters of 2021. According to the changed method of consolidation described in point 1.2, financial result for three quarters of 2021. Prohuman groups should be included
Comment on financial data of the continued operations
As a consequence of concluding Annex No. 4 to the loan agreement in December 2018, after the sale of the Exact group and partial repayment of debt to Polish banks and the stabilization of the situation in the area of bond debt, the Management Board of the Company planned to focus its attention on core operating activities.
However, as a result of the problems related to the still large debt in 2020 in the Group, and lasted a deep crisis of confidence of the entire market, customers, offices, banks and various institutions toward Gi Group Poland SA has begun, which has exacerbated the difficulties of managing business.
Therefore, we observe for a long time two important trends:

- 1) Scaling down of operations (a decrease in revenues), also caused by the prevailing COVID-19 pandemic;
- 2) A gradual reduction in operating costs, in parallel to the scale-down of operations.
In the opinion of the Management Board, the situation related to the negative trend on the sales side has been limited since 2021, which is also related to the stabilization resulting from the Financing Agreement described in this Report and a number of other restructuring measures described in this report.
Currently, the Management Board of Gi Group Poland SA is focused on the gradual rebuilding of sales, improving operational efficiency and, consequently, improving the profitability of operations.
The Management Board of the Company notes that despite the COVID-19 pandemic, the Company continues to operate on the prospective market for HR services and after completion of operations in the area of operational and financial restructuring and the entry into the Group of an international professional investor, it will focus only on rebuilding trust and on the return to higher levels of sales revenue, which, because of the leverage effect, can help the group to achieve better financial results in the future.
After the support received from an international industry investor, Gi Group Poland SA should remain, particularly in Poland, a leading and medium-term viable player in the HR market.
B. Recognition of atypical events as a result of operating activity (for continued operations);
The Management Board notes that in the operating result on continued operations (as presented above), a number of unusual events were identified, including:
I. Unusual events and factors improving the operating result in the total amount of PLN 23,3 million, including:
-
- Recognition of unusual other operating income in the total amount of PLN 23,3 million, including:
- Recognition of other operating income related to the adjustment to the value of assets in the balance sheet in the total amount of approx. PLN 1.7 million;
- Recognition of other operating income related to the adjustment to the value of equity and liabilities in the balance sheet in the total amount of approx. PLN 1.3 million;
- Recognition of other operating income in connection with the release of r court cases costs provisions in the total amount of approx. PLN 1 million;
- Recognition of other operating income in connection with the COVID 19 government grant in the amount of approx. PLN 19.3 million.
II. Unusual events and factors worsening the operating result in the total amount of PLN 9.4 million, including:
-
- Costs of third-party services related, among others, to i) advisory services (covered and not covered by restructuring provisions), ii) settlement of cooperation with a subcontractor, and (iii) other costs in the total amount of approx. PLN 3.9 million;
-
- Costs related to fees and taxes pertaining to prior years in the amount of approx. 0.1 million
-
- Recognition of unusual other operating costs in the amount of PLN 4.8 million, including:
- Other operating costs related to the adjustment of or delay in payment of public law liabilities and other legal costs in the total amount of approx. PLN 0.3 million.
- Other operating costs related to the adjustment to the value of assets in the balance sheet in the total amount of approx. PLN 4.5 million;
-
- Recognition of unusual revenues adjustments related to correction of PFRON subsidies for previous years in the total amount of approx. PLN 0.6 million
In connection with the above (the balance of item I and item II in total), the impact of the identified unusual events included in the operating result in item 6 is positive and amounts to approx. PLN 13.9 million.

The amounts for the first nine months of 2020 for continuing operations presented in item 6 also include unusual events deteriorating the operating profit in the total amount of approx. PLN – 3.5 million. These events were also presented in the published Consolidated Financial Statement of the Gi Group Poland SA Capital Group for the first nine months of 2020.
7) Information on the impact of COVID-19 on the future operations of the Gi Group Poland SA Group
The operations of the Gi Group Poland SA Group depend heavily on the financial condition of a diversified portfolio of its clients, representing different sectors of the economy, some of which may be affected by the recession caused by the COVID-19 pandemic.
The Issuer cannot rule out that further effects of the prevailing COVID-19 pandemic may have a negative impact on the situation of the Issuer and its subsidiaries, including in conjunction with:
(i) possible late payments from certain clients, which may result in an increase in receivables and a temporary reduction in proceeds from the sale of invoices to factoring businesses; and
(ii) a further, temporary decrease in the level of sales revenues due to the decline in orders.
Taking into account all the described circumstances, we do not identify any significant uncertainty related to the Company's going concern as a result of the COVID-19 pandemic.
8) Attempts to increase the share capital of the Company
The Management Board of Gi Group Poland SA, in performance of the obligations assumed in the Investment Agreement and the Financing Agreement, convened an Extraordinary General Meeting of Shareholders on 27/11/2020, the agenda of which included, inter alia, point regarding the share capital increase by PLN 2,820,512.80 (two million eight hundred and twenty thousand five hundred and twelve zlotys and eighty groszy) through the issue of new ordinary X series bearer shares in the number of 28,205,128 (twenty eight million two hundred five thousand one hundred twenty eight) shares, the entire exclusion of the pre-emptive rights of the existing shareholders to all new series X shares, (iii) dematerialisation and application for admission and introduction to trading on the regulated market of the Warsaw Stock Exchange SA new series X shares and (iv) amendments to the Company's Articles of Association (hereinafter: "Resolution No. 3/2020"). The General Meeting adopted Resolution No. 3/2020, however, several minority shareholders filed lawsuits against the Resolution No. 3/2020, about which the Company informed in the current report No. 4/2021 of January 15, 2021 and in the current report No. 5/2021 of January 18, 2021. Also, in matters covered by the above-mentioned lawsuits, the court hearing the cases granted security for the plaintiffs' claims by, in particular, suspending the execution of the challenged Resolution No. 3/2020 (hereinafter: "Security 1"). In this situation, it was not possible to proceed with the implementation of Resolution No. 3/2020. The Management Board took appropriate legal steps to challenge Security 1, but it remains in force until the date of publication of this report.
Then, at the request of a shareholder, the Management Board of the Company convened another Extraordinary General Meeting of Shareholders, which was held on July 22, 2021. Resolution No. 3/2021 on repealing Resolution No. 3/2020 (hereinafter: "Resolution No. 3/2021") and Resolution No. 5/2021 on: (i) increasing the share capital of the Company by issuing new series X ordinary bearer shares ; (ii) exclusion of the entire subscription right of the existing shareholders to all new series X shares, (iii) applying for admission and introduction to trading on the regulated market of the Warsaw Stock Exchange S.A. new series X shares and (iv) amendments to the Company's Articles of Association (hereinafter: "Resolution No. 5/2021"). The above Resolution No. 5/2021 was also challenged by one of the shareholders and is currently the subject of court proceedings, about which the Company informed in the current report No. 47/2021 of August 17, 2021. At the same time, also in relation to Resolution No. 5/2021, the court hearing the case decided to secure the plaintiff's claims by suspending the execution of Resolution No. 5/2021 (hereinafter: "Security 2"). Thus, the Company is not currently able to increase the capital and obtain funds from the issue, also on the basis of Resolution No. 5/2021. The Management Board has taken appropriate legal steps to challenge Security 2, but it remains in force until the date of publication of this report.
As at 06/10/2021, at the request of a shareholder, the Management Board of Gi Group Poland SA convened another Extraordinary General Meeting, on the agenda of which it is planned to adopt, inter alia, resolution on repealing Resolution No. 5/2021 and a resolution on: (i) increasing the Company's share capital by issuing new series X ordinary bearer shares; (ii) depriving the existing shareholders of the entire pre-emptive right to all new series X shares, (iii) applying for admission and introduction to trading on

the regulated market of the Warsaw Stock Exchange S.A. new series X shares and (iv) amendments to the Company's Articles of Association.
In accordance with the content of the draft resolution on increasing the share capital referred to above, the issue of series X shares, with the exclusion of the pre-emptive rights of the existing shareholders, will take place by way of a private subscription within the meaning of Art. 431 § 2 item 1 of the Commercial Companies Code conducted by way of a public offering exempted from the obligation to publish a prospectus within the meaning of applicable law or other information or offering document for the purposes of such an offer, addressed only to selected investors who have been indicated by the Management Board of the Company, provided that they meet the following conditions set out in this resolution:
a) hold, on the day of registration for the Extraordinary General Meeting of the Company convened for 06/10/2021, more than 0.05% of the total number of votes in the Company;
b) were indicated by the Management Board of the Company, subject to sec. 13 and 14 of the resolution, to invite them to participate in the book-building process in the number of less than 150 people and, consequently, were invited to submit a declaration of interest in taking up Series X Shares.
9) Information about received by Gi Group Poland SA and some subsidiaries of Gi Group Poland SA subsidies under Art. 15gg of the Act of March 2, 2020 on special solutions related to the prevention, prevention and combating of COVID-19, other infectious diseases and emergencies caused by them
In June 2021, the Issuer and the Issuer's subsidiaries (Industry Personnel Services sp. z o.o., Finance Care sp. z o.o., GI Group Service sp. z o.o., WS Support sp. z o.o., Sellpro sp. z o.o. and Gi Group sp. z o.o. ) received subsidies pursuant to Article 15gg of the Act of March 2, 2020 on special solutions related to the prevention, prevention and combating of COVID-19, other infectious diseases and crisis situations caused by them for the months of May and June 2021. Amount The subsidy was dependent on the number of people employed on the last day of these two months After the initial employment settlement, the report included the total value of subsidies received in the amount of PLN 19 776 771.09, which was shown in unusual events in point 1.2 Consolidated Financial Statement for first half 2021.

Directors of Gi Group Poland SA as at September 30, 2021:
- Iwona Szmitkowska President
- Paolo Caramello Vice-President
- Nicola Dell'Edera Vice-President
There were no changes in the composition of the Management Board of Gi Group Poland SA in Q3 2021.
Composition of the Supervisory Board of Gi Group Poland SA as at September 30, 2021:
- Maurizio Uboldi Chairman of Supervisory Board
- Dario Dell'Osa Vice-Chairman of the Supervisory Board • Davide Toso – Member of the Supervisory Board
- Federica Giulia Giovanna Polo Member of the Supervisory Board
- Francesca Garofolo Member of the Supervisory Board
- Maria Luisa Cammarata Member of the Supervisory Board
- Donato Di Gilio Member of the Supervisory Board
- Luca Fortunato Member of the Supervisory Board
- Marcus Preston Member of the Supervisory Board
There were no changes in the composition of the Supervisory Board of Gi Group Poland SA in Q3 2021.
The following business entities were a part of the Gi Group Poland SA Capital Group as at September 30, 2021:
Companies in which Gi Group Poland SA holds direct capital share
| Company name | Registered office | Date of obtaining control |
Percentage of the share capital held in subsidiary |
% share in the total number of votes at the General Meeting of subsidiary |
Consolidation method |
|---|---|---|---|---|---|
| Finance Care Sp. z o.o. | 53-413 Wrocław, ul. Gwiaździsta 66 |
29.12.2005 | 100.00% | 100.00% | Full |
| Industry Personnel Services Sp. z o.o. |
53-413 Wrocław, ul. Gwiaździsta 66 |
30.11.2003 | 100.00% | 100.00% | Full |
| Gi Group Service Sp. z o.o. (Work Service International Sp. z o.o.) |
53-413 Wrocław, ul. Gwiaździsta 66 |
06.07.2006 | 100.00% | 100.00% | Full |
| Gi Group Support Sp. z o.o. (WS Support Sp. z o.o.) |
53-413 Wrocław, ul. Gwiaździsta 66 |
19.02.2010 | 100.00% | 100.00% | Full |
| Sellpro Sp. z o.o. | 53-413 Wrocław, ul. Gwiaździsta 66 |
20.03.2009 | 100.00% | 100.00% | Full |
| Virtual Cinema Studio Sp. z o.o. | 01-793 Warszawa, ul. Rydygiera Ludwika 7 |
20.12.2002 | 50.00% | 50.00% | Non-consolidated |
| Krajowe Centrum Pracy Sp. z o.o. |
53-413 Wrocław, ul. Gwiaździsta 66 |
16.05.2011 | 75.00% | 75.00% | Full |
| Prohuman 2004 Kft. | H-1146 Budapest, Hungaria korut 140-144. |
21.12.2013 | 80.22.% | 80.22% | Equity method |
| Work Express Sp. z o.o. (in liquidation) |
40-265 Katowice, ul. Korfantego 2/100,101 |
02.01.2014 | 100.00% | 100.00% | Full |
| Work Service SPV Sp. z o.o. | 53-413 Wrocław, ul. Gwiaździsta 66 |
29.01.2014 | 100.00% | 100.00% | Full |

| Work Service East Lcc | Kharkov, ul. Malomyasnitska 6, Kharkov area, Kharkov voivodship, Ukraine |
03.02.2017 | 100.00% | 100.00% | Full |
|---|---|---|---|---|---|
| Gi Group Sp. z o. o. | 40-082 Katowice ul. Sobieskiego 11 |
01-06-2021 | 100.00% | 100.00% | Full |
| Outsourcing Solutions Partner Sp. z o.o. (in liquidation) |
40-265 Katowice, ul. Korfantego 2/100,101 |
02.01.2014 | 100.00% | 100.00% | Full |
| Support and Care Sp. z o.o. (in liquidation) |
00-132 Warszawa ul. Grzybowska 3 lok U6 |
02.01.2014 | 100.00% | 100.00% | Full |
Companies related through Gi Group Service Sp. z o. o.
| Company name | Registered office | Date of obtaining control |
Percentage of the share capital held in subsidiary |
% share in the total number of votes at the General Meeting of subsidiary |
Consolidation method |
|---|---|---|---|---|---|
| WorkPort24 GMBH | An den Treptowers 1 D-12435 Berlin |
19.08.2011 | 100.00% | 100.00% | Non-consolidated |
Companies related through Industry Personnel Services Sp. z o.o.
| Company name | Registered office | Date of obtaining control |
Percentage of the share capital held in subsidiary |
% share in the total number of votes at the General Meeting of subsidiary |
Consolidation method |
|---|---|---|---|---|---|
| Krajowe Centrum Pracy Sp. z o.o. |
53-413 Wrocław, Gwiaździsta 66 |
28.03.2013 | 25.00% | 25.00% | Full |
Companies related through Prohuman 2004 Kft
| Company name | Registered office | Date of obtaining control |
Percentage of the share capital held in subsidiary |
% share in the total number of votes at the General Meeting of subsidiary |
Consolidation method |
|---|---|---|---|---|---|
| Prohuman Outsourcing Kft. | H-1146 Budapest, Hungaria korut 140-144 |
21.12.2013 | 100.00% | 100.00% | Equity method |
| Human Existence Kft. | 3525 Miskole, Arany Janos ter.1. mfsz 18. |
08.07.2014 | 100.00% | 100.00% | Equity method |
| Naton kadrovsko svetovanje d.o.o. |
Ljubljana, Cesta 24. Junija 25, 1231 Ljubljana-Crnuce |
03.12.2015 | 100.00% | 100.00% | Equity method |
| HR Rent Kft | H-7624 Pecs, Ferencesek utcoja 52 |
10.12.2015 | 100.00% | 100.00% | Equity method |
| Finance Sales Hungary Kft (Profield 2008 Kft) |
H-1146 Budapest,Hungaria korut 140-144 |
17.12.2015 | 100.00% | 100.00% | Equity method |
| APT Resources&Services s.r.l. | 82B2 Clucerului Street, 1st Dis trict, Bucharest, Romania |
28.02.2017 | 80.00% | 80.00% | Equity method |
| APT Human Resources s.r.l. | 82B2 Clucerului Street, 1st Dis trict, Bucharest, Romania |
28.02.2017 | 80.00% | 80.00% | Equity method |
| APT Broker s.r.l. | 82B2 Clucerului Street, 1st District, Bucharest, Romania |
28.02.2017 | 80.00% | 80.00% | Equity method |
| APT Finance Broker s.r.l. | 82B2 Clucerului Street, 1st District, Bucharest, Romania |
28.02.2017 | 80.00% | 80.00% | Equity method |
Companies related through Naton kadrovsko svetovanje d.o.o.
| Company name | Registered office | Date of obtaining control |
Percentage of the share capital held in subsidiary |
% share in the total number of votes at the General Meeting of subsidiary |
Consolidation method |
|---|---|---|---|---|---|
| Naton Ljudski potencial d.o.o. | Zvonimirova 2/III, 100000 Zagreb, Croatia |
03.12.2015 | 100.00% | 100.00% | Equity method |

Companies related through Krajowe Centrum Pracy Sp. z o.o.
| Company name | Registered office | Date of obtaining control |
Percentage of the share capital held in subsidiary |
% share in the total number of votes at the General Meeting of subsidiary |
Consolidation method |
|---|---|---|---|---|---|
| Care For Personnel Sp. z o.o (Kariera.pl Sp. z o.o.) |
53-413 Wrocław, ul. Gwiaździsta 66 |
03.11.2016 | 100.00% | 100.00% | Full |
Companies related through Finance Sales Hungary Kft (Profield 2008)
| Company name | Registered office | Date of obtaining control |
Percentage of the share capital held in subsidiary |
% share in the total number of votes at the General Meeting of subsidiary |
Consolidation method |
|---|---|---|---|---|---|
| Finance Care Hungary Pénzügyi Tanácsadó Kft |
H-1146 Budapest, Hungária krt. 140-144, HU25790722 |
08.11.2016 | 100.00% | 100.00% | Equity method |
Companies related through Gi Group Sp. z o.o.
| Company name | Registered office | Date of obtaining control |
Percentage of the share capital held in subsidiary |
% share in the total number of votes at the General Meeting of subsidiary |
Consolidation method |
|---|---|---|---|---|---|
| Generale Industrielle Sp. z o.o. | 40-082 Katowice ul. Sobieskiego 11 |
01-06-2021 | 100.00% | 100.00% | Full |
Disclosures concerning material subjective appraisals and assumptions (and changes of such appraisals and assumptions), adopted during assessment:
Related entities of the Parent Company are the entities included in the consolidated financial statements, i.e. all Capital Group companies except for Virtual Cinema Studio sp. z o.o and WorkPort24 Gmbh.
Due to the fact that Gi Group Poland SA does not have control over Virtual Cinema Studio sp. z o.o., (since it holds only 50% of the voting rights according to art. 5 and 6 IFRS 10), does not consolidate it.
As for WorkPort24 Gmbh, the application of the materiality principle referred to § 31 of IAS 1 excludes this company from consolidation under the equity method as a related entity.

Structure of the Gi Group Poland SA Capital Group as at 30.09.2021
Gi Group Poland SA
| 100% | 100% | 50% | 100% | 100% | 80,22% | 100% | 100% | 100% | 100% | 75% | 100% | 100% | 100% |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Work Service East Lcc |
Finance Care Sp. z o.o. |
Virtual Cinema Studio Sp. z o.o. |
Work Express Sp. z o.o. (in liquidation) |
Sellpro Sp. z o.o. |
Prohuman 2004 Kft |
Work Service SPV Sp. z o.o. |
Gi Group Support Sp. z o.o. |
Gi Group Service Sp. z o.o. |
Industry Personnel Services Sp. z o.o. |
Krajowe Centrum Pracy Sp. z o.o. |
Gi Group Sp. z o.o. |
Outsourcing Solutions Partner Sp. z o.o. (in liquidation) |
Support and Care Sp. z o.o. (in liquidation) |

Industry Personnel Services Sp. z o.o.
| Gi Group Service Sp. z o. o. | |
|---|---|
| 100% | |
| WorkPort24 GmbH |
| 25% | |
|---|---|
| Krajowe Centrum | |
| Pracy Sp. z o.o. | |
| 100% | |
| Care For Personnel | |
| Sp. z o.o |
| Gi Group Sp. z o. o. | |||
|---|---|---|---|
| 100% | |||
| Generale | |||
| Industrielle | |||
| Sp. z 0.0. |

| Prohuman 2004 Kft | ||||||||
|---|---|---|---|---|---|---|---|---|
| 80% | 80% | 80% | 80% | 100% | 100% | 100% | 100% | 100% |
| APT Finance Broker s.r.l. |
APT Broker s.r.l. |
APT Human Resources s.r.l. |
APT Resources&Servic es s.r.l. |
Naton kadrovsko svetovanje d.o.o. |
Human Existence Kft |
Prohuman Outsourcing Kft |
HR Rent Kft | Finance Sales Hungary Kft |
| 100% | 100% | |||||||
| Naton Ljudski potencial d.o.o |
Finance Care Hungary Pénzügyi Tanácsadó Kft |

1.3.Subject matter of the activity of companies being a part of the Gi Group Poland SA Capital Group
Gi Group Poland SA Capital Group renders human resource management services. It specialises in the search for and recruitment of skilled workers, personnel consulting, outsourcing of functions related to HR management and supporting processes in enterprises and offers solutions based on the use of agency work employment contracts. The Capital Group conducts business in all parts of the country via its regional offices and representatives and also abroad: in Europe and Asia. The activity of the Gi Group Poland SA Capital Group is based on the ability to combine the needs of enterprises relating to employment costs and structure optimisation with resources available in the labour market, i.e. the number of professionally active people, their qualifications and labour cost.
Gi Group Poland SA (Work Service SA) – is the Dominating Company in the Gi Group Poland SA Group. Its activity is based on the rendering of the following services: temporary work, personnel consulting, recruitment, competence evaluation, outplacement, human resource management and salary calculation.
Finance Care Sp. z o.o. — as part of cooperation with insurance companies and banks, Finance Care provides outsourcing services for these entities.
Industry Personnel Services Sp. z o.o. - carries out tasks related to the execution of projects involving the management of parts of or entire production plants.
Sellpro Sp. z o.o. - renders services related to recruitment and provision of workers, business and management consulting, activity related to databases, market research.
Gi Group Support Sp. z o.o. (WS Support Sp. z o.o.) - the Company conducts business covering end-to-end cleaning services for healthcare institutions, other public utility buildings and private facilities.
Gi Group Service Sp. z o.o. (Work Service International Sp. z o.o.) – renders services related to temporary work and recruitment of workers in international markets.
Krajowe Centrum Pracy Sp. z o.o. - the purpose of the company is activating people who are long-term unemployed and away from the labor market.
Work Express Sp. z o.o. (in liquidation) – the company directly subordinated to the Dominating Company, with 100% shares held by Gi Group Poland SA. As a temporary employment agency, it offers end-to-end organisation of the employment process for temporary workers. Another line of business of the company consists of job agency and personnel consulting services. The third activity area consists of the process outsourcing services. Taking advantage of its knowledge and experience gained when rendering temporary employment services to enterprises from the TSL sector, the firm has created innovative solutions for clients in the following industries: IT, consumer electronics, clothing, food, heavy industry and online shops.
Outsourcing Solutions Partner Sp. z o.o. (in liquidation) – a company indirectly subordinated to Gi Group Poland SA. 100% of shares of the company belong to Work Express Sp. z o.o. (100% subordinated to Gi Group Poland SA).
Support and Care Sp. z o.o. (in liquidation) - a company indirectly subordinated to Gi Group Poland SA. 100% of shares of the company belong to Work Express Sp. z o.o. (100% subordinated to Gi Group Poland SA).
Prohuman 2004 Kft - a company directly subordinated to the Dominating Company, with 80.22% shares held by Gi Group Poland SA. The company is one of the largest job centres on the Hungarian market. Prohuman has been active on the Hungarian market of personnel services since 2004. The Company is a part of the Prohume Group comprising five firms active in different areas (endto-end HR services, merchandising, sales promotions, marketing events, telemarketing).
Prohuman Outsourcing Kft. - indirectly subordinated to Gi Group Poland SA. The company is 100% owned by Prohuman 2004 Kft (subordinated to Gi Group Poland SA in 80.22%).
Work Service SPV Sp. z o.o. - 100% subordinated to Gi Group Poland SA. Its establishment is related to the implementation of provisions contained in the agreement with Fiege Logistik Stiftung & Co. KG with the office in Greven, Germany.
Human Existence Kft. – a company indirectly subordinated to Gi Group Poland SA. The company is 100% owned by Prohuman 2004 Kft (subordinated to Gi Group Poland SA in 80.22%). The company offers the leasing of temporary workers and outsourcing. It operates in the north-eastern part of Hungary.
HR-Rent Kft. – the company renders temporary work services in Hungary and abroad (Austria, Germany).
Finance Sales Hungary Kft (Profield 2008 Kft.) – the company renders end-to-end agency services related to various financial products, i.e. financial service outsourcing.
Naton kadrovsko svetovanje d.o.o. (Slovenia) – the oldest HR agency in Slovenia. It occupies the second or third place depending on its size and on the number of temporary workers in Slovenia.
Naton Ljudski potencijali d.o.o. (Croatia) – the firm operates in the territory of Croatia specialising, in particular, in the pharmaceutical sector.
Finance Care Hungary Pénzügyi Tanácsadó Kft. - as a part of the cooperation with insurance companies and banks, the company provides outsourcing services to such entities on the Hungarian market.

APT Resources&Services s.r.l. - the firm was established in 1994. It mainly operates in the following industries: IT, banking and finance, engineering, retail trade, medicine and pharmaceutics. It renders services related to temporary work, recruitment and selection of workers and HR outsourcing.
APT Human Resources s.r.l. - the core business of the firm consists of temporary work services, mostly for the following industries: food production, energy, finance and banking, insurance.
APT Broker s.r.l. - the firm renders financial agency services for the banking sector.
APT Finance Broker s.r.l. - the firm renders financial agency services for the banking sector.
Work Service East Lcc – the firm offers agency services relating to the employment of workers abroad.
Care For Personnel Sp. z o.o (Kariera.pl Sp. z o.o.) – a 100% subsidiary of Krajowe Centrum Pracy Sp. z o.o. The Company is the administrator of the "kariera.pl" service dedicated to premium segment candidates (employees and job offers for middle and senior managers and professionals).
WorkPort24 Gmbh – the company's business covers the management of an online job portal for international employers and workers as an instrument of a job agency, sales of personnel services and a place for advertising, sales and marketing of personnel services as well as the execution of training and certification of workers according to the requirements of local labour markets.
Gi Group Sp. z o. o. - the company's business includes the activities of temporary employment agencies, job search and placement of workers, activities related to the provision of workers.
Generale Industrielle Sp. z o.o. - the company's business includes the activities of temporary employment agencies, job search and placement of workers, activities related to the provision of workers, public relations and communication.
2. Directors' statement of compliance with accounting rules
Directors of Gi Group Poland SA represent that, according to their best knowledge, these interim condensed consolidated financial statements and individual statements of Gi Group Poland SA as well as the comparative data were compiled in line with accounting rules in force and that these statements truly, reliably and clearly reflect the economic and financial position of the Gi Group Poland SA Capital Group.
3. Applied accounting principles
The basis for the compilation of these interim summary financial statements consists of the Order of the Minister of Finance of 29 March 2018 on the current and periodical information submitted by issuers of securities and the conditions of regarding as equivalent of the information required under the laws of a non-member state (Dz. U. of 2018, item 757) these statements were compiled in line with the International Accounting Standard 34 Interim financial reporting announced in the form of regulations of the European Commission.
Certain entities belonging to the Group maintain their accounting ledgers in line with the accounting policy (rules) defined in the Act of 29 September 1994 on accounting ("the Act") as subsequently amended and with regulations issued on its basis ("Polish accounting standards"). The consolidated financial statements contain adjustments not contained in the accounting ledgers of entities belonging to the Group, introduced to make the financial statements of these entities IFRS compliant.
The interim condensed consolidated financial statements as at 31 March 2021 were compiled on the basis of financial statements of entities being a part of the Capital Group in line with the historical cost principle.
Both the summary consolidated financial statements and the individual financial statements contain data as at 31 March 2021 and for the period from January 1, 2021 to March 31, 2021. Comparative data are presented as at 31 December 2020 for the consolidated statement of the financial standing, individual statement of the financial standing, consolidated statement of changes in equity and the individual statement of changes in equity and for the period from January 1, 2020 to March 31, 2020 for the consolidated total income statement, consolidated cash flow statement, consolidated statement of changes in equity and the individual total income statement, individual cash flow statement and individual statement of changes in equity.
The interim condensed consolidated financial statement does not contain all information that is disclosed in the annual consolidated financial statement drawn up in accordance with IFRS. This interim condensed consolidated financial statement shall be read together with the consolidated financial statements of the Capital Group for 2020.
The interim condensed consolidated financial statement was drawn up on the assumption that the Group would continue its business operations in the foreseeable future. As at the date of approval of this condensed consolidated financial statement for publication, there are no significant uncertainties regarding events or circumstances which may raise serious doubts as to the Group's ability to continue its operations.

Selected financial data in the initial part of the report were presented in EUR according to § 64 of the Decree of the Minister of Finance of 29 March 2018 (Dz. U. 2018, item 757). The exchange rate as of the last day was used for the calculation of balance sheet items and, for items of the income statement and cash flow statement, the average exchange rate for the period was used.
| Average EUR exchange rate in the period | EUR exchange rate as at the last day of the period | |
|---|---|---|
| 01.01-30.09.2021 | 4,5585 | 4,6329 |
| 01.01-31.12.2020 | 4,4742 | 4,6148 |
| 01.01-30.09.2020 | 4,4420 | 4,5268 |
Accounting rules (policy) adopted in these consolidated financial statements were applied in a continuous manner and comply with accounting rules applied in the last audited annual consolidated financial statements compiled according to the International Financial Reporting Standards (IFRS) approved by the European Union for the year ended on December 31, 2020 except for changes resulting from the entry into force of new standards, interpretations and modifications of standards.
Amendment to IFRS 16 "Leases"
In the light of the COVID-19 pandemic, the IAS Council introduced a simplification allowing it to not assess whether the amended future flows, resulting from the reductions received from lessors meeting the conditions set out in the standard, are an "amendment to lease" under IFRS 16. The conditions that the relief received must meet in order for simplification to apply to it:
- o the total future remuneration for the lease after relief is granted must be substantially the same or lower than before relief was granted,
- o the relief must relate to payments that were/will be due before 30 June 2021 (although increased charges may be payable after this date),
- o there are no other fundamental changes to the terms of the agreement..
The simplification is available for financial statements for annual periods beginning on or after 1 June 2020. Taking advantage of this option, the Group applied a simplification in relation to some of the contracts that meet the following conditions: _PKO Leasing contract 16/027509 The changes were treated as using the terms of the contracts currently in force. The amount recognized in the result was +11.8 thousand. PLN.
Amendment to IFRS 9, IAS 39, IFRS 7, IFRS 4, IFRS 16
In connection with the planned reform of reference interest rates (WIBOR, LIBOR, etc.), the IAS Board has made further changes to the accounting principles for financial instruments:
- o in the case of measurement at amortized cost, changes in estimated flows resulting directly from the IBOR reform will be treated as a change in the variable interest rate, and therefore without recognition of the result;
- o there will be no need to terminate the hedging relationship if the only change is the effects of IBOR reform and the other criteria for applying hedge accounting are met; the amendment governs how the alternative rate should be included in the hedging relationship;
- o entity will be required to disclose information about the risks of the reform and how it is managing the transition to alternative reference rates.
The amendment applies predominantly to annual periods beginning on or after 01 January 2021.
The IBOR reform will apply to the following instruments open on 30 September 2021 for which the transition to an alternative reference rate has not yet taken place:

| current reference rate |
carrying amount 30.09.2021 |
|
|---|---|---|
| Non-derivative financial assets | ||
| borrowings granted |
WIBOR | 2 646 049,34 |
| intra-group bonds |
WIBOR | 8 770 149,00 |
| Non-derivative financial liabilities | ||
| borrowings received |
WIBOR | 187 926 623,08 |
| intra-group bonds |
WIBOR | 8 770 149,00 |
4. Significant events and transactions
On 24 February 2021, the parent company and subsidiaries sold 100% of their shares in Work Service Czech based in Prague and Work Service Slovakia based in Bratislava together with its subsidiaries. Sales revenue from the subsidiary amounted to PLN 29,200.
The financial data of Work Service Czech and Work Service Slovakia together with the companies controlled by the company Work Service Slovakia at the time of sale:
| Net assets at the time of sale | |
|---|---|
| Assets | 2021 |
| Intangible assets | |
| Fixed assets | 419 485,14 |
| Deferred tax assets | 238 815,12 |
| Inventories | 348 962,52 |
| Receivables and loans | 21 139 926,04 |
| Other assets | 203 018,98 |
| Cash | 5 857 967,58 |
| Total assets | 28 208 175,38 |
| Liabilities | |
| Provision for deferred tax | |
| Reserves | 272 319,26 |
| Credits, loans | 268 356,30 |
| Liabilities from deliveries and services | 935 913,07 |
| Other liabilities | 9 777 481,37 |
| Total liabilities | 11 254 069,99 |
| Net Asset Value | 16 954 105,38 |
| Sales revenues realised in cash | 29 200 000,00 |
| Cash disposed together with a subsidiary | 5 857 967,58 |
| Net proceeds from the sale of subsidiaries | 23 342 032,42 |

On 1 June 2021, the Parent acquired 100% of the shares of Gi Group sp. z o.o. together with its subsidiary Generale Industrielle sp. z o.o. The purchase price was PLN 23 700 000.00. As a result of the transaction, goodwill of PLN 21 673 027,87 was identified in the consolidated financial statements.
On 27 May 2021, the subsidiary Krajowe Centrum Pracy Sp. z o.o. purchased from the co-owner the remaining 49% of shares in the daughter company - Kariera.pl Sp. z o.o. (current name: Care For Personnel Sp.z o.o). The shares were purchased for PLN 1.
5. Summary and explanation of differences between data disclosed in these summary consolidated financial statements and the data published in previous financial statements
We did not adjust any data published before in these summary financial statements.
6. Revenue and results attributable to individual segments of continued operations as of the beginning of the year
An operating segment is a component of an entity:
- a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity);
- b) whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and
- c) for which the separate financial information is available.
According to IFRS requirements, operating segments should be identified based on internal reports on those elements that are regularly reviewed by persons allocating funds to the individual segments and evaluating their financial results.
It was assumed in the Capital Group that the basic division into operating segments is by types of business activities. The business of the Capital Group is conducted in separate subordinated companies. The significant majority of the Group's activity is related to temporary work. In this report, the Capital Group disclosed the information about the revenue broken into individual operating segments because the Directors of the Dominating Company analyse them in this arrangement.
Directors of the Dominating Entity separately monitor operational results of segments to make appropriate business decisions. The basis of the evaluation consists of the result of operations measured in the same manner as the result of operations in the consolidated financial statements after the elimination of transactions between segments (presented in tables enclosed below). Transactional prices applied for transactions between operating segments are determined at arm's length, just like for transactions with unrelated parties.
Accounting rules applied in the compilation of financial data for reporting segments comply with the Group accounting polity described in section 1.1.5 of the additional information about the consolidated financial statements for 2020 "Basic accounting rules".
The financing of the Group (including financial costs and revenue), income tax and the share in profits or losses of entities valuated with the use of the equity method.
The Group does not apply an asymmetrical allocation of costs and revenue to reporting segments.
The Group presents the profit or loss values for each reporting segment; it does not present the sum of assets and liabilities for each reporting segment because these amounts are not regularly submitted to the main agency responsible for the making of operational decisions. The Group does not disclose the division of the revenue obtained from external clients into individual products and services because such information is unavailable and its acquisition cost would be excessive.
The Group does not disclose the distribution of amortisation costs among segments because such data are immaterial from the perspective of the conducted business and are not submitted for review by agencies responsible for the making of decisions.
Tables below present the revenue and costs of individual industry segments of the Group for the third quarter ended on September 30, 2021 and comparative data for the the third quarter ended on September 30, 2020.

The presented financial data relate to the continuing operations for the 9-month period ended 30 September 2021 and for the 9-month period ended 30 September 2020.
The presented financial data in the field of continuing operations for 9 months of 2021 include:
* results of Polish companies and the Ukrainian company for the period 01.01.2021-30.09.2021.
Financial data from continuing operations for 9 months of 2020 refer to the financial data of Polish companies, the Ukrainian company and the company Prohuman 2004 Kft and companies controlled by Prohuman 2004 Kft.
Data for continued operations are not comparable due to the lack of data for the third quarter of 2021 for Prohuman 2004 Kft and companies controlled by Prohuman 2004 Kft.
| 30.09.2021 | 30.09.2020 | ||||
|---|---|---|---|---|---|
| Temporary work | Other | Temporary work | Other | ||
| Sales to external clients | 290 945 558 | 42 295 092 | 253 347 373 | 42 540 317 | |
| Internal sales | 52 487 293 | 14 046 808 | 61 894 680 | 9 899 910 | |
| Costs from external suppliers | 300 229 816 | 44 366 580 | 266 157 072 | 46 938 066 | |
| Results | -9 284 258 | -2 071 488 | -12 809 699 -4 397 749 |
||
| Other operating revenue | 47 771 303 | 24 018 203 | |||
| Other operating costs | 27 602 052 | 21 442 816 | |||
| Results | 8 813 505 -14 632 062 |
The revenue from external clients allocated to the country in which the entity has its headquarters (Poland) and the revenue allocated to all other countries in total where the entity generates its revenue is presented in the table below:
| Net revenue | 2021 | [%] | 2020 | [%] |
|---|---|---|---|---|
| Q3 | share | Q3 | share | |
| Poland | 333 240 650 | 100,00% | 295 887 691 | 100,00% |
| Total | 333 240 650 | 100,00% | 295 887 691 | 100,00% |
The Group does not distinguish fixed assets located in the country where the entity has its headquarters and those located in all other countries where the entity maintains its assets. From the perspective of the Group, such a division is immaterial for the conducted business.
The sales structure of services rendered by the Gi Group Poland SA Capital Group with comparative data in a geographic arrangement on foreign markets.
| COUNTRY | 2021 | [%] | 2020 | [%] |
|---|---|---|---|---|
| Poland | 333 240 650 | 100,00% | 295 887 691 | 100,00% |
| TOTAL | 333 240 650 | 100,00% | 295 887 691 | 100,00% |
Due to the fact that the business of the Dominating Company is homogeneous in terms of types of services provided, key customers and legal environment, the Company has defined all of its operations as the temporary work segment. Because of that, the Company does not distinguish reporting segments.

The share of top 10 clients in the total revenue of the Gi Group Poland SA Capital Group
| Sector | Q3 2021 | Share % |
|---|---|---|
| Automotive | 56 884 370 | 17,1% |
| Financial and Insurance Services | 23 032 053 | 6,9% |
| Other services | 12 083 170 | 3,6% |
| Electronics | 11 545 409 | 3,5% |
| Electronics | 11 419 627 | 3,4% |
| Other | 9 462 615 | 2,8% |
| Automotive | 9 033 143 | 2,7% |
| Electronics | 8 203 528 | 2,5% |
| Industry other | 7 534 125 | 2,3% |
| Industry other | 6 118 954 | 1,8% |

Individual financial statements of Gi Group Poland SA
Statement of financial position of Gi Group Poland SA
as at September 30, 2021
| as at 30.09.2021 | as at 31.12.2020 after adjustment |
as at 30.09.2020 | |
|---|---|---|---|
| FIXED ASSETS | 216 455 927,29 | 343 989 575,38 | 368 399 350,43 |
| Intangible assets | 11 759 233,46 | 13 021 109,36 | 13 697 293,38 |
| Property, plant and equipment | 5 790 969,67 | 10 200 060,10 | 11 049 497,44 |
| Investment properties | 2 725 545,50 | 2 346 490,95 | 2 357 426,10 |
| Other long-term assets | 169 446 806,09 | 290 085 784,38 | 306 844 967,05 |
| Other non-current assets | 20 427 595,75 | 21 999 563,59 | 34 450 166,46 |
| Deferred tax assets | 6 305 776,82 | 6 336 567,00 | |
| CURRENT ASSETS | 43 406 600,45 | 54 179 563,62 | 110 077 749,92 |
| Inventories | 191 058,92 | 658 598,58 | 931 222,41 |
| Trade and other receivables | 32 534 261,38 | 35 890 211,31 | 45 694 661,39 |
| Other financial assets | 8 621 527,62 | 7 776 694,61 | 45 839 182,52 |
| Cash and cash equivalents | 848 810,06 | 8 712 970,61 | 10 059 509,58 |
| Prepayments | 1 210 942,47 | 1 141 088,51 | 7 553 174,02 |
| Assets held for sale | 144 363 691,53 | 16 759 182,67 | |
| TOTAL ASSETS | 404 226 219,27 | 414 928 321,67 | 478 477 100,35 |
| EQUITY | -20 826 979,39 | -8 536 692,91 | 11 815 410,45 |
| Share capital | 6 575 388,80 | 6 559 063,80 | 6 559 063,80 |
| Supplementary capital | 283 392 301,96 | 283 163 833,96 | 283 163 833,96 |
| Reserve capital | 5 664 115,29 | 5 664 115,29 | 5 664 115,29 |
| Net profit (loss) | -12 535 079,48 | -38 107 555,74 | -17 755 452,38 |
| Profit (loss) brought forward | -303 923 705,96 | -265 816 150,22 | -265 816 150,22 |
| LIABILITIES AND PROVISIONS | 369 392 966,32 | 423 465 014,58 | 466 661 689,90 |
| Provisions for liabilities | 1 954 772,29 | 6 081 223,20 | 13 951 633,93 |
| Deferred tax liabilities | 1 155 431,71 | 3 238 194,72 | 1 084 420,81 |
| Provision for pensions and similar benefits | 734 708,84 | 821 852,96 | 651 462,99 |
| Other current provisions (short-term) | 64 631,74 | 2 021 175,52 | 12 215 750,13 |
| Long-term liabilities | 107 277 645,28 | 141 747 943,04 | 63 834 339,42 |
| 1. To related entities | 18 634 000,00 | 30 416 913,00 | 58 474 788,03 |
| 2. To other entities | 88 643 645,28 | 111 331 030,04 | 5 359 551,39 |
| Long-term loans and borrowings | 12 254 215,13 | 24 826 140,00 | |
| Issue of debt securities | 3 058 956,33 | 4 485 384,72 | |
| Other financial liabilities | 73 330 473,82 | 82 019 505,32 | 5 359 551,39 |
| Short-term liabilities | 260 160 548,75 | 275 635 848,34 | 388 875 716,55 |
| 1. To related entities | 191 326 326,26 | 193 107 069,63 | 147 747 495,56 |
| 2. To other entities | 68 834 222,49 | 82 528 778,71 | 241 128 220,99 |
| Issue of debt securities | |||
| Other financial liabilities | 10 951 037,21 | 8 821 999,63 | 7 944 726,36 |
| Loans and borrowings | 17 143 319,90 | 22 300 320,89 | 108 043 883,93 |
| Trade liabilities | 1 852 285,19 | 2 938 695,65 | 4 012 361,66 |
| Liabilities in respect of taxes, customs duties, insurance and other benefits |
31 956 492,53 | 38 169 804,26 | 113 707 383,62 |
| Payroll liabilities | 5 880 101,74 | 7 579 643,46 | 6 580 495,56 |
| Other liabilities | 1 050 985,92 | 2 718 314,82 | 839 369,86 |
| Accruals | |||
| Liabilities directly related to assets classified for sale |
55 660 232,34 | ||
| TOTAL EQUITY AND LIABILITIES | 404 226 219,27 | 414 928 321,67 | 478 477 100,35 |

Total income statement of Gi Group Poland SA for 9 months
ended on September 30, 2021
| 01.01.2021-30.09.2021 | 01.01.2020-30.09.2020 | |
|---|---|---|
| Revenue | 135 714 975,63 | 159 645 487,82 |
| Net trade revenue | 136 092 336,22 | 159 540 159,81 |
| Change in receivables | -377 360,59 | 105 328,01 |
| Manufacturing cost of products for entity's own needs | ||
| Net revenues from sales of goods and materials | ||
| Costs of operations | 149 477 422,53 | 174 538 614,66 |
| Amortisation and depreciation | 4 416 932,83 | 5 749 699,67 |
| Consumption of materials and energy | 970 727,23 | 1 107 303,47 |
| External services | 17 332 172,43 | 21 134 083,97 |
| Taxes and charges | 484 177,78 | 556 933,16 |
| Remuneration | 103 790 807,55 | 120 270 642,72 |
| Social security and other benefits | 21 518 913,54 | 24 796 841,68 |
| Other costs by type | 963 691,17 | 923 109,99 |
| Value of goods and materials sold | ||
| Sales profit (loss) | -13 762 446,90 | -14 893 126,84 |
| Other operating revenue | 13 653 963,64 | 7 759 136,46 |
| Other operating expenses | 5 992 162,84 | 8 151 067,45 |
| Profit (loss) from operations | -6 100 646,10 | -15 285 057,83 |
| Finance income | 7 213 952,08 | 32 487 416,85 |
| Finance costs | 14 159 180,63 | 32 308 331,48 |
| Gross profit | -13 045 874,65 | -15 105 972,46 |
| Income tax | -510 795,17 | 2 649 479,92 |
| Net profit (loss) | -12 535 079,48 | -17 755 452,38 |

Gi Group Poland SA cash flow statements for 9 months
ended on September 30, 2021
| 01.01.2021-30.09.2021 | 01.01.2020-30.09.2020 | |
|---|---|---|
| A. Cash flows from operating activities | ||
| I. Net profit / (loss) | -12 535 079,48 | -17 755 452,38 |
| II. Total adjustments | -15 897 684,33 | -2 937 452,14 |
| 1. Amortisation and depreciation | 4 416 932,83 | 5 749 699,67 |
| 2. Foreign exchange gains (losses) | -154 699,17 | -2 961 377,02 |
| 3. Interest and shares in profits (dividends) | 4 522 367,70 | 3 074 804,43 |
| 4. Profit (loss) on investing activities | -3 582 433,88 | 60 764,93 |
| 5. Change in provisions | -4 126 450,91 | -1 702 472,21 |
| 6. Change in inventories | 467 539,66 | -105 328,01 |
| 7. Change in receivables, except for income tax receivables | -13 427 945,98 | 2 923 381,63 |
| 8. Change in short-term liabilities, except for loans and borrowings and corporate tax |
-3 839 897,89 | 10 988 934,22 |
| 9. Change in prepayments, accruals and deferred income | 1 532 904,06 | 6 690 295,77 |
| 10. Other adjustments | -1 706 000,75 | -27 656 155,55 |
| III. Net cash flows from operating activities (I+II) | -28 432 763,81 | -20 692 904,52 |
| B. Cash flows from investing activities | ||
| I. Inflows | 25 247 601,30 | 22 694 233,40 |
| 1. Disposal of intangible assets and property, plant and equipment | 2 488 003,86 | |
| 2. Disposal of investments in real property and intangible assets | ||
| 3. From financial assets, including: | 22 759 597,44 | 22 694 233,40 |
| a) in related entities | 22 438 258,44 | 22 654 037,34 |
| b) in other entities | 321 339,00 | 40 196,06 |
| - disposal of financial assets | 321 339,00 | 40 196,06 |
| 4. Other investment inflows | ||
| II. Outflows | 7 214 021,88 | 19 144 438,33 |
| 1. Purchase of intangible assets and property, plant and equipment | 1 571 408,36 | 399 955,31 |
| 2. Investments in real property and intangible assets | ||
| 3. For financial assets, including: | 5 642 613,52 | 18 744 483,02 |
| a) in related entities | 5 321 074,52 | 18 739 793,52 |
| b) in other entities | 321 539,00 | 4 689,50 |
| - purchase of financial assets | ||
| - long-term borrowings granted | 321 539,00 | 4 689,50 |
| 4. Other investment outflows | ||
| III. Net cash flows from investing activities(I-II) | 18 033 579,42 | 3 549 795,07 |
| C. Cash flows from financing activities | ||
| I. Inflows | 140 553 446,91 | 96 025 906,08 |
| 1. Net inflows from issue of shares and other equity instruments and additional contributions to equity |
244 793,00 | |
| 2. Loans and borrowings | 137 072 335,07 | 95 618 483,56 |
| 3. Issue of debt securities | ||
| 4. Other financial inflows | 3 236 318,84 | 407 422,52 |
| II. Outflows | 138 018 423,07 | 70 161 142,70 |
| 1. Dividends and other payments to shareholders | ||
| 2. Outflows in respect of appropriation of profit other than payments to shareholders |
||
| 3. Repayment of loans and borrowings | 133 103 117,51 | 44 105 637,52 |
| 4. Redemption of debt securities | 0,00 | 10 575 000,00 |

| G. Cash at the end of the period (F+D) | 848 810,06 | 10 059 509,58 |
|---|---|---|
| F. Cash as at the beginning of the period | 8 712 970,61 | 1 337 855,65 |
| - change in cash due to exchange differences | ||
| E. Balance sheet change in cash, including: | -7 864 160,55 | 8 721 653,93 |
| D. Total net cash flows (A.III.+B.III+C.III) | -7 864 160,55 | 8 721 653,93 |
| III. Net cash flows from financing activities (I-II) | 2 535 023,84 | 25 864 763,38 |
| 8. Other financial outflows | ||
| 7. Interest | 2 381 595,91 | 12 798 050,47 |
| 6. Payments of liabilities under finance lease agreements | 2 533 709,65 | 2 682 454,71 |
| 5. Due to other financial liabilities |
| Other adjustments include: | 01.01.2021-30.09.2021 | 01.01.2020-30.09.2020 |
|---|---|---|
| Liquidation of receivables | 6 273 398,84 | |
| Allowance for receivables | 12 519 775,65 | |
| Interest due | 5 114,55 | -1 386 323,65 |
| Redemption of bonds | -26 236 472,97 | |
| Unpaid interest on bonds | -215 992,50 | |
| Accrued interest | 1 036 959,21 | -4 446 108,88 |
| Interest paid | 1 695 102,83 | 3 443 033,58 |
| Fundamental error | -2 470 268,64 | -17 607 465,62 |
| Loans granted | -2 138 258,44 | |
| Exchange gains/losses | 165 349,74 | |
| Total | -1 706 000,75 | -27 656 155,55 |

Gi Group Poland SA statement of changes in equity
| 01.01.2021-30.09.2021 | Share capital | Supplementary capital |
Reserved capital |
Retained earnings | Net result | Equity |
|---|---|---|---|---|---|---|
| As at 1 January 2021 | 6 559 063,80 | 283 163 833,96 | 5 664 115,29 | -265 816 150,22 | -38 107 555,74 | -8 536 692,91 |
| Adjustment of basic error | 0,00 | |||||
| As at 1 January 2021 after adjustement |
6 559 063,80 | 283 163 833,96 | 5 664 115,29 | -265 816 150,22 | -38 107 555,74 | -8 536 692,91 |
| Share capital increase with agio |
16 325,00 | 228 468,00 | 244 793,00 | |||
| Net profit (loss) for the financial year |
-12 535 079,48 | -12 535 079,48 | ||||
| Distribution of result for 2020 | -38 107 555,74 | 38 107 555,74 | 0,00 | |||
| As at 30 September 2021 | 6 575 388,80 | 283 392 301,96 | 5 664 115,29 | -303 923 705,96 | -12 535 079,48 | -20 826 979,39 |
| 01.01.2020-31.12.2020 | Share capital | Supplementary capital |
Reserved capital |
Retained earnings | Net result | Equity |
|---|---|---|---|---|---|---|
| As at 31 December 2019 | 6 559 063,80 | 283 163 833,96 | 5 664 115,29 | -68 184 743,76 | -180 023 940,84 | 47 178 328,45 |
| Adjustment of basic error | -10 879 365,99 | -6 728 099,63 | -17 607 465,62 | |||
| As at 31 December 2019 after adjustement |
6 559 063,80 | 283 163 833,96 | 5 664 115,29 | -79 064 109,75 | -186 752 040,47 | 29 570 862,83 |
| Net profit (loss) for the financial year |
-35 637 287,10 | -35 637 287,10 | ||||
| Profit carried forward from previous years result |
-186 752 040,47 | 186 752 040,47 | 0,00 | |||
| Adjustment of 2020 basic error |
-2 470 268,64 | -2 470 268,64 | ||||
| As at 31 December 2020 | 6 559 063,80 | 283 163 833,96 | 5 664 115,29 | -265 816 150,22 | -38 107 555,74 | -8 536 692,91 |
| 01.01.2020-30.09.2020 | Share capital | Supplementary capital |
Reserved capital |
Retained earnings | Financial result | Equity |
|---|---|---|---|---|---|---|
| As at 1 January 2020 | 6 559 063,80 | 283 163 833,96 | 5 664 115,29 | -68 184 743,76 | -180 023 940,84 | 47 178 328,45 |
| Adjustment | -10 879 365,99 | -6 728 099,63 | -17 607 465,62 | |||
| As at 1 January 2020 after adjustment |
6 559 063,80 | 283 163 833,96 | 5 664 115,29 | -79 064 109,75 | -186 752 040,47 | 29 570 862,83 |
| Net profit (loss) for the financial year |
-17 755 452,38 | -17 755 452,38 | ||||
| Distribution of result for 2019 | -186 752 040,47 | 186 752 040,47 | 0,00 | |||
| As at 30 September 2020 | 6 559 063,80 | 283 163 833,96 | 5 664 115,29 | -265 816 150,22 | -17 755 452,38 | 11 815 410,45 |

Explanation of the Interim Report of the Capital Group for the third quarter of 2021
1. Material achievements of failures of the company in Q3 2021 with the list of major related events
The presented financial data for the period of 01.01.2021-30.09.2021 applies to the entire Capital Group: continued and discontinued operations.
| Selected items of the income statement (PLN) | 2021 – 3Q | 2020 – 3Q | Dynamics 2021/2020 |
|---|---|---|---|
| Sales revenue | 347 520 847 | 893 008 706 | 0,39 |
| Costs of operations | 358 730 739 | 889 667 143 | 0,40 |
| Sales profit (loss) | -11 209 892 | 3 341 563 | -3,35 |
| Profit (loss) from operations | 9 075 002 | 16 172 810 | 0,56 |
| EBITDA | 13 626 568 | 25 505 229 | 0,53 |
| Gross profit (loss) | 15 181 809 | 31 212 338 | 0,49 |
| Net profit (loss) | 11 405 017 | 14 303 387 | 0,80 |
The table below presents selected items of the income statement relating to continued activities for the Gi Group Poland SA Capital Group for the following periods: 01.01.2021-30.09.2021 and comparable data for the period from 01.01.2020-30.09.2020.
| Selected items of the income statement (PLN) | 2021 – 3Q | 2020 – 3Q | Dynamics 2021/2020 |
|---|---|---|---|
| Sales revenue | 333 240 650 | 295 887 691 | 1,13 |
| Costs of operations | 344 596 397 | 313 095 139 | 1,10 |
| Sales profit (loss) | -11 355 747 | -17 207 448 | 0,66 |
| Profit (loss) from operations | 8 813 505 | -14 632 062 | -0,60 |
| EBITDA | 13 321 390 | -8 686 209 | -1,53 |
| Gross profit (loss) | 1 760 460 | -4 693 744 | -0,38 |
| Net profit (loss) | -2 016 332 | -12 170 068 | 0,17 |
The comments to the income statement relating to continued adtivities and and one-off events are described in the " Additional information about the Summary Report of the Capital Group for the third quarter of 2021" in the item 1.2.
2. Description of factors and events, especially untypical ones, that significantly influenced the generated financial results
Unusual events and factors are described in the "Additional information to the Condensed Group Report for the first quarter of 2021" in the item "Basic information about the Gi Group Poland SA Capital Group".
3. Explanations regarding the seasonality of cyclicality of activities of the Capital Group in the presented period
The current activity of the Gi Group Poland SA Capital Group is not seasonal.

4. Information about the issue, repurchase and repayment of non-equity and equity securities
4.1 Issue, repurchase and repayment of debt securities
Gi Group Poland SA did not issue any non-equity securities in Q3 2021.
4.2 Issue of equity securities.
Gi Group Poland SA did not issue any equity securities in Q3 2021.
5. Information about the dividend disbursed (or declared) in total and per share, broken into ordinary and preferred shares
After approving the financial statements for 2020, the General Meeting of Shareholders did not decide to pay dividends and left the financial result in the Company.
6. Events that occurred after the date of the summary consolidated financial statements and were not disclosed in these statements that can significantly influence future financial results of the Capital Group
Opinion of the Management Board of Gi Group Poland SA justifying the exclusion of the pre-emptive rights to Series X Shares and the issue price of Series X Shares
On 6 October 2021 the Extraordinary General Meeting of Gi Group Poland SA with its registered office in Wrocław was convened in order to, inter alia, adopt a resolution on increasing the Company's share capital by no less than PLN 0.10 (ten grosz) and no more than PLN 7,673,394.50 (seven million six hundred seventy three thousand three hundred ninety four Polish zloty and 50/100) through the issuance of new series X ordinary bearer shares in a number no lower than 1 (one) and no higher than 76,733,945 (seventy-six million, seven hundred and thirty-three thousand, nine hundred and forty-five) of new Series X ordinary bearer shares with a nominal value of PLN 0.10 (ten grosz) each ("Series X Shares"), with complete exclusion of pre-emptive rights of the existing shareholders ("Share Capital Increase Resolution"). The Company informed about the draft resolution in the current report No. 48/2021.
I. Justification of reasons for exclusion of the existing shareholders' pre-emptive rights to the series X shares
The Resolution on the Share Capital Increase of Gi Group Poland SA provides for an increase of share capital through issue of series X shares under private subscription, within the meaning of Article 431 § 2 item 1 of the Commercial Companies Code, conducted in a public offering, exempt from the obligation to publish a prospectus, within the meaning of relevant provisions of law, or any other information or offering document for the purpose of such offering, addressed exclusively to selected investors which will be designated by the Company's Management Board as meeting the conditions set forth in the Share Capital Increase Resolution. In the opinion of the Management Board, the complete exclusion of the existing shareholders' pre-emptive rights to the series X shares issued as part of the increase of the Company's share capital is in the interest of the Company and its shareholders and is related to the need to create conditions for an efficient share capital increase and for raising additional capital in a relatively short period of time, which makes this issue different from an issue with pre-emptive rights which would require issue prospectus to be drawn up and published and approved by means of an administrative procedure by the Financial Supervision Authority. Besides, a possible offering based on the issue prospectus would require the Company to incur significant costs and would significantly prolong the share capital increase procedure. Therefore - in the current situation of the Company the possibility of increasing the share capital with the exclusion of pre-emptive rights is more effective for the Company. The prompt and efficient obtaining capital funding will provide in particular the Company with additional resources to support the recovery of the Company's business position. In this context, the Board of Directors is primarily mindful that the level of the Company's equity as shown in the Consolidated Financial Statements for 2020 justified the Ordinary General Meeting of the Company's resolution to continue the Company's existence. Therefore, it becomes so important in the current situation to recapitalise the Company without delay. Gi Group Poland SA, Sky Tower ul. Gwiaździsta 66, 53 -413 Wrocław, phone: +48 71 37 10 900, www.workservice.pl NIP: 8971655469, REGON: 932629535, KRS: 0000083941, District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, fully paid-up share capital of PLN 6,575,388.80 The recapitalisation, will also allow the Company to strengthen its market position in relation to its competitors, increase the Company's credibility and enable it to participate in a larger number of tenders, as well as increase the dynamics of development. Improving the debt ratios in connection with the planned capital increase may also contribute to the possibility of obtaining a grant from

PFRON. Furthermore, the Company's Management Board and Gi International s.r.l. are conducting negotiations on deferring the repayment of receivables Gi International s.r.l. to Gi Group Poland SA, including a portion of the Loan obtained under the Financing Agreement which was due on 31 July 2021. The condition presented by Gi International s.r.l. for deferral of repayment is adoption and enforcement of the Share Capital Increase Resolution. The deferral would improve the cash position of the Company. The Company's majority shareholder, Gi International s.r.l., continues to be the Company's primary source of financing under its agreements with the Company. The funds raised from the payment of the issue price of the X series shares (in cash or as an offset to cash receivables) would allow the Company to become financially independent from the majority shareholder.
II. Issue price of series X shares
The issue price was determined in the Share Capital Increase Resolution at PLN 1.45 ("Issue Price"). The Management Board of the Company informs that it has received from Deloitte Advisory Sp. z o.o. Sp. k. ("Deloitte") the opinion on the financial terms of the Capital Increase (so called "Fairness Opinion") whereby Deloitte confirms that the proposed Issue Price is in the estimated range fair market values of the Company.
Registration of the amendments to the Articles of Association, including the change of the registered seat and business address of the Company
On 15 November 2021, the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register, issued a decision to enter the amendment to the Articles of Association in the Register of Entrepreneurs of the National Court Register (NCR).
The Amendments to the Articles of Association, adopted on the basis of the resolution no. 3 of the Extraordinary General Meeting of Shareholders of the Company on October 6, 2021, consists in:
1) changing §1 of the Company's Articles of Association by giving it a new, following wording:
"§ 1 The business name of the Company shall be: GI GROUP POLAND Spółka Akcyjna."
2) changing §2 of the Company's Articles of Association by giving it a new, following wording:
"§ 2 The Company may use an abbreviated business name in the following form: GI GROUP POLAND S.A."
3) change of §3 of the Company's Articles of Association by giving it a new, following wording: "§ 3 The registered seat of the Company shall be in Warsaw."
In addition, the Supervisory Board of the Company, based on the authorization of the Extraordinary General Meeting of Shareholders of the Company on October 6, 2021, adopted the uniform text of the Articles of Association in the wording set out in Appendix to this current report.
As a result of the above-mentioned Amendment to the Articles of Association, the name of the Company and the address of its registered office were also changed. The Management Board of the Company provides the current data below:
GI GROUP POLAND S.A. with registered seat in Warsaw ul. Grzybowska 3 lok. U6 00-132 Warsaw
Company name, address for correspondence and telecommunication numbers:
| Company name | Gi Group Poland SA |
|---|---|
| Address | 53-413 Wrocław ul. Gwiaździsta 66 |
| Telephone | +48 71 37 10 900 |
| [email protected] | |
| Website | pl.gigroup.com |

Change in payment dates of Part of the Loan Amount under the Financing Agreement
On November 29, 2022, the Management Board of Gi Group Poland SA announced that today Gi Group Poland SA and GI International SRL concluded an annex to the Financing Agreement ("Annex"), on the basis of which the payment terms of Part of the Loan Amount under the Financing Agreement, i.e. :
a) in the amount of PLN 30,000,000.00 (the Issuer informed about the non-repayment of this Part of the Loan Amount in the current report No. 110/2020); and
b) in the amount of PLN 50,000,000.00 (the Issuer informed about the non-repayment of this Part of the Loan Amount in the current report No. 45/2020);
- have been changed to March 31, 2022;
Other information
1. Information about changes in the structure of the business entity, including changes resulting from the merger of business entities, acquisition or sale of Capital Group entities, long-term investments, division, restructuring and cessation of operations
On 24 February 2021, the parent company and subsidiaries sold 100% of their shares in Work Service Czech based in Prague and Work Service Slovakia based in Bratislava together with its subsidiaries. Sales revenue from the subsidiary amounted to PLN 29,200.
On 1 June 2021, the Parent acquired 100% of the shares of Gi Group sp. z o.o. together with its subsidiary Generale Industrielle sp. z o.o. The purchase price was PLN 23 700 000.00. As a result of the transaction, goodwill of PLN 21 673 028.27 was identified in the consolidated financial statements.
On 27 May 2021, the subsidiary Krajowe Centrum Pracy Sp. z o.o. purchased from the co-owner the remaining 49% of shares in the daughter company - Kariera.pl Sp. z o.o. (current name: Care For Personnel Sp.z o.o). The shares were purchased for PLN 1.
Goodwill
The following table shows the changes in goodwill by reporting period:
| 01.01- | 01.01 - | 01.01 - | |
|---|---|---|---|
| 30.09.2021 | 30.09.2020 | 31.12.2020 | |
| Gross value | 19 315 989,20 | 281 848 281,08 | 281 848 281,08 |
| Opening balance | 19 315 989,20 | 281 848 281,08 | 281 848 281,08 |
| Business Combinations | 21 382 834,03 | ||
| Buyout of a minority shareholder | 1,00 | -113 292 296,75 | |
| Write-off of goodwill (-) | 13 287 298,12 | 13 287 298,12 | |
| Sale of subsidiaries (-) | -133 838 398,79 | ||
| Prohumana deconsolidation | -2 114 298,20 | -2 114 298,20 | |
| Other adjustments | 19 315 989,20 | 281 848 281,08 | 281 848 281,08 |
| 40 698 824,23 | 19 315 989,20 | ||
| Gross value as at the end of the period | 266 446 684,74 | ||
| Impairment losses | |||
| Opening balance | |||
| Write-offs recognized as expense during the period | |||
| Net exchange differences on translation | |||

| Other changes | |||
|---|---|---|---|
| Impairment losses at the end of the period | - | - | - |
| Goodwill Carrying amount at the end of the period | 40 698 824,23 | 266 446 684,74 | 19 315 989,20 |
Acquisitions
The merger transactions carried out by the Capital Group in 2020, as a result of which the Group acquired control over the entities, are presented in the strategic description of the Consolidated Financial Statements, p. I F 3 and 4.
The amounts of goodwill and profit on bargain acquisitions established in 2021 are presented in relation to acquisitions settled using the acquisition method. Gains on bargain acquisitions are recognized by the Group under "Other operating income" of the consolidated income statement. The column "Retained earnings" presents the effects of the settlement of business combinations of entities under common control, which, in accordance with the accounting principles presented in these consolidated financial statements, are settled by the Group using the pooling of interests method (see subsection 4c. "Significant Events and Transactions").
| Percentage | Payment: | Retained | |||||
|---|---|---|---|---|---|---|---|
| Acquisition date |
of voting equity instruments acquired |
moving | non controlling interests |
Net assets of the acquired entity (fair value) |
Goodwill (+) / profit (-) |
earnings (merger under common control) |
|
| Gi Group Sp. z o.o. | 01-06-201 | 100 | 23 700 000,00 | - | 3 640 005,32 | 21 382 834,03 | - |
On June 1, 2021, the parent company acquired 100% of the equity instruments of Gi Group sp.z o.o. with headquarters in Katowice, ul. Sobieskiego 11, which operates within the operating segment of a temporary employment agency. The parent company made an acquisition in order to strengthen the Group's position on the market of a given product
By the date of publication of the report, no payment was made for this acquisition
The measurement of the fair value of the assets and liabilities of the acquired company identified by the Group was completed in 2021 and is as follows:
| Gi Group Sp. z o.o. | Generalle Industrielle Sp. z o.o. |
||
|---|---|---|---|
| Assets | |||
| Intangible assets | |||
| Property, plant and equipment | 163 919,38 | ||
| Financial assets | 351 300,00 | ||
| Deferred tax assets | 1 977 037,07 | ||
| Wrestling | |||
| Receivables and loans | 33 750 089,73 | 3 981 226,92 | |
| Other assets | 3 962 355,99 | ||
| Cash | 10 689 259,03 | 3 330 244,91 | |
| Accruals | 224 388,39 | 1 1411,47 | |
| Total assets | 51 118 349,59 | 7 403 952,43 | |
| Commitments | |||
| Provision for deferred tax | 14 576,45 | ||
| Reserves | 1 600 473,55 | 82 516,40 | |
| Credits, loans | 27 219 929,93 | 2 181 981,25 |

| Liabilities from deliveries and services | 2 166 185,59 | 2 670 757,44 |
|---|---|---|
| Other liabilities | 17 643 227,09 | 3 622 106,44 |
| Commitments together | 48 644 392,61 | 5 886 604,09 |
| Fair value of net assets | 2 473 956,98 | 1 517 348,34 |
| Goodwill (+) / Profit (-) | 21 382 834,03 | |
| Payment for the acquired unit: | - | |
| Non-controlling entities: | ||
| Non-controlling interests | ||
| Moving: | ||
| Cash | ||
| Equity instruments of the acquirer | ||
| Liabilities to previous owners | 23 700 000,00 | |
| Contingent payment | ||
| The fair value of investments held before | ||
| acquisition (multi-stage acquisition) | ||
| Another | ||
| Costs related to the acquisition | ||
| encumbering the result of the acquiring party * | 0,00 |
Payment transferred by the acquirer
Until the date of preparation of the report, the amount of liability for the takeover has not been settled:
| 01.01-30.09.2021 | |
|---|---|
| Payment transferred in cash (-) | |
| Cash acquired with a subsidiary | 14 019 503,94 |
| Net expenses | - |
2. Director's position regarding the feasibility of previously published forecasted results for the year in the light of results presented in the report for 2020 in comparison with forecasted results.
The Company did not publish forecasts for 2021.
3. Shareholders directly or indirectly through subordinated entities holding at least 5% of the total number of voting rights at the general meeting as at the submission date of the report for Q3 2021 with an indication of the number of shares held by such entities, their share in equity, the number of resulting voting rights and share in the total number of voting rights at the general meeting, indication of changes in the ownership structure of significant blocks of shares of the Company after the submission of the previous quarterly report.
As at the date of this report, no preferred shares entailing voting rights or dividend were issued. All shares of the Dominating Entity are ordinary shares. The equity of Gi Group Poland SA amounts to PLN 6,575,388.80 divided into:
- 750,000 series A shares with the nominal value of 10 grosz each,
- 5,115,000 series B shares with the nominal value of 10 grosz each,
- 16,655,000 series C shares with the nominal value of 10 grosz each,
- 100,000 series D shares with the nominal value of 10 grosz each,
- 100,000 series E shares with the nominal value of 10 grosz each,
- 7,406,860 series F shares with the nominal value of 10 grosz each,

- 2,258,990 series G shares with the nominal value of 10 grosz each,
- 9,316,000 series H shares with the nominal value of 10 grosz each,
- 1,128,265 series K shares with the nominal value of 10 grosz each,
- 5,117,881 series L shares with the nominal value of 10 grosz each,
- 12,000,000 series N shares with the nominal value of 10 grosz each,
- 91,511 series P shares with the nominal value of 10 grosz each,
- 5,000,000 series S shares with the nominal value of 10 grosz each,
- 55,316 series T shares with the nominal value of 10 grosz each,
- 171,750 series R shares with the nominal value of 10 grosz each,
- 225,750 series U shares with the nominal value of 10 grosz each,
- 98,315 series W shares with the nominal value of 10 grosz each,
- 160.250 series Y with the nominal value of 10 grosz each.

The shareholding structure as at the compilation date of this report considering all notifications received by Gi Group Poland SA in the mode of art. 69 clause 1 sub-clause 1 of the act on public offering and the conditions of the introduction of financial instruments to an organised trade system and about public companies is presented in the table below.
| Shareholder | Number of shares | Share in the share capital |
Number of votes | Share in the total number of votes |
|---|---|---|---|---|
| Gi International S.R.L. | 49 425 789 | 75,17% | 49 425 789 | 75,17% |
| Others | 16 328 099 | 24,83% | 16 328 099 | 24,83% |
| Total | 65 753 888 | 100,00% | 65 753 888 | 100,00% |
4. Summary of the volume of shares of the Company held or rights to such shares held by managers and supervisors of the Company as at the submission date of the report for Q3 2021 with an indication of changes of holding after the submission of the previous report, separately for each person
| Shareholder | As at the date of publication of this statement |
Changes in ownership: acquisition (disposal) |
Balance at the date of the statement for 2020 |
Nominal value of the held shares (PLN) as of the date of this statement |
|---|---|---|---|---|
| Iwona Szmitkowska - President of the Board of the Directors | 0 | - 32 712 | 32 712 | 0 |
5. Indication of proceedings pending before a court, arbitration body or public administration agency
At present, no administrative proceedings are pending against the Group's Companies.
6. Information about the conclusion, by the Company or its subordinated entity, of one or more transactions between related entities if, individually or jointly, they are material and were executed on terms other than at arm's length
The Company did not execute any transactions with related entities in Q3 2021 that would be material individually or jointly and, at the same time, executed on terms other than at arm's length.
7. Information about the issue of loan or credit guarantees or the issue of warranties by the Company or its subordinated entity jointly to a single entity or subordinated entity of that entity if the total value of existing guarantees or warranties equals at least 10% of the Company's equity
| No. | Surety on behalf of | Promissory note beneficiary |
Surety subject | Agreement date | Agreement expiry date |
Amount covered by the surety (gross) |
|---|---|---|---|---|---|---|
| 1. | Industry Personnel Services Sp. z o.o. |
Bibby Financial Services Sp. z o.o. |
Amount receivable under a factoring agreement |
The factoring agreement of 4.12.2018 |
Indefinite period |
14 000 000,00 |
| 2. | Sellpro Sp. z o.o. |
Bibby Financial Services Sp. z o.o. |
Amount receivable under a factoring agreement |
The factoring agreement of 4.12.2018 |
Indefinite period |
14 000 000,00 |
| 3. | Finance Care Sp. z o.o. |
Bibby Financial Services Sp. z o.o. |
Amount receivable under a factoring agreement |
The factoring agreement of 4.12.2018 |
Indefinite period |
14 000 000,00 |
| 4. | Sellpro Sp. z o.o. | Coface Poland Factoring Sp. z o.o. |
Amount receivable under a factoring agreement |
The factoring agreement of 07.08.2018 |
Indefinite period |
20 000 000,00 |

| 5. | Industry Personnel Services Sp. z o.o. |
Coface Poland Factoring Sp. z o.o. |
Amount receivable under a factoring agreement |
The f actoring agreement of 07.08.2018 |
Indefinite period |
20 000 000.00 |
|---|---|---|---|---|---|---|
| 6. | Gi Group Service Sp. z o.o. |
Coface Poland Factoring Sp. z o.o. |
Amount receivable under a factoring agreement |
Th factoring agreement of 10.06.2019 |
Indefinite period |
20 000 000.00 |
8. Changes of contingent liabilities or contingent assets after the end of the last annual reporting period
| Contingent liabilities | ||||
|---|---|---|---|---|
| Title of contingent liability | Type of collateral | 30.09.2021 | 31.12.2020 | change |
| Loan collateral Lease collateral Factoring security Performance guarantee Commitment to repurchase additional Prohuman shares from Profolio Contingent liability for repayment of loan in case of default of court settlement Loan security from Gi International S.R.L under the Financing Agreement Security for a loan from Gi International S.R.L under the Bridging Loan Agreement No. 1 Security for a loan from Gi International S.R.L under the Bridging Loan Agreement No. 2 Security for a loan from Gi International S.R.L under the |
Statement of Gi Group S.P.A on voluntary submission to the enforcement of art. 777 |
82 762 500,00 | 82 762 500,00 | - |
| surety of Gi Group S.P.A | 165 525 000,00 | 165 525 000,00 | - | |
| Statement of Gi Group Poland SA on voluntary submission to the execution, art. 777 |
82 762 500,00 | 82 762 500,00 | - | |
| registered pledge on assets - Prohuman shares |
221 200 000,00 | 221 200 000,00 | - | |
| blank promissory note with a promissory note declaration |
4 621 782,30 | 4 621 782,30 | - | |
| blank promissory note with a promissory note declaration and suretyship of subsidiaries |
34 450 000,00 | 34 450 000,00 | - | |
| surety | 3 000 000,00 | 3 000 000,00 | - | |
| - | 86 000 000,00 | 86 000 000,00 | - | |
| - | 55 168 856,85 | 55 168 856,85 | - | |
| Bridging Loan Agreement No. 3 |
Statement of voluntary submission to the execution, art. 777 |
210 000 000,00 | 210 000 000,00 | - |
| registered pledge on assets (shares of subsidiaries) |
315 000 000,00 | 315 000 000,00 | - | |
| Statement of voluntary submission to the execution, art. 777 |
7 500 000,00 | 7 500 000,00 | - | |
| Statement of voluntary submission to the execution, art. 777 |
3 500 000,00 | 3 500 000,00 | - | |
| pledge on shares in Krajowe Centrum Pracy Sp. z o.o. |
5 250 000,00 | 5 250 000,00 | - | |
| Statement of voluntary submission to the execution, art. 777 |
9 000,000,00 | 9 000 000,00 | - | |
| pledge on shares in Finance Care Sp. z o.o. |
13 500 000,00 | 13 500 000,00 | - |
9. Information about material changes of estimates including adjustments due to provisions, deferred income tax provision and assets mentioned in the accounting act and the introduced asset revaluations
There were no changes in Q3 2021.

10. Other information that the Company considers material for the evaluation of the staffing situation, economic and financial position, financial result and their changes and the information material for the evaluation of the possibility of fulfilment of obligations by the Company
The Group does not identify factors or information material for the evaluation of the staffing situation, economic and financial position in Q3 2021 other than:
- the current general situation of the Group (including the Company) presented in section 1.2 of the Summary Interim Quarterly Report for Q3 2021;
- changes of the Board of Directors introduced during the financial year.
- 11. Factors that, in the opinion of the Company, will influence its results at least in the next quarter of the year
Section 1.2 of the Summary Interim Report for Q3 2021 presents material actions that can materially influence results generated in the future.
12. Amounts and type of positions influencing assets, liabilities, equity, net result or cash flows that are untypical due to their type, value or frequency
In the third quarter of 2021, there were no unusual situations.
13. Information about revaluations of inventories to the attainable net value and reversal of related writeoffs.
The Group identified no need to post inventory revaluations in Q3 2021.
14. Information about write-offs revaluating the value loss of financial assets, tangible assets, intangible assets or other assets and the reversal of such write-offs.
The parent company did not make any additional write-downs in the first quarter, apart from adjustments due to exchange rate changes.
Gi Group Poland SA data
Revaluation write-offs for receivables
| 01.01.2021 - | 01.01.2020 - | 01.01.2020 - | |
|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2020 | |
| Balance at the beginning of the period | 33 291 318,52 | 26 361 799,59 | 26 361 799,59 |
| Impairment loss recognised as expense during the period | 878 470,08 | 16 216 327,25 | |
| Reversed impairment losses recognised as revenue in the period (-) | 671 615,37 | 9 286 808,32 | |
| Write-offs used (-) | 815 640,80 | ||
| Other changes (net exchange differences on translation) | |||
| Balance at the end of the period | 32 682 532,43 | 33 291 318,52 | 26 310 265,09 |
Revaluation write-offs for loans
| 01.01.2021 - | 01.01.2020 - | 01.01.2020 - | |
|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2020 | |
| Balance at the beginning of the period | 74 300 568,38 | 25 637 030,91 | 25 637 030,91 |
| Impairment loss recognised as expense during the period | 5 163 624,22 | 46 306 109,26 | |
| Reversed impairment losses recognised as revenue in the period (-) | |||
| Write-offs used (-) | 112 840,43 | ||
| Other changes (net exchange differences on translation) | -2 470 268,64 | ||
| Impairment write-offs at the end of the period | 79 464 192,60 | 74 300 568,38 | 25 521 296,51 |

Revaluation write-offs for shares
| 01.01.2021 - | 01.01.2020 - | 01.01.2020 - | |
|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2020 | |
| Balance at the beginning of the period | 107 798 274,60 | 107 798 274,60 | 107 798 274,60 |
| Impairment loss recognised as expense during the period | 155 000,00 | 107 798 274,60 | |
| Reversed impairment losses recognised as revenue in the period (-) | |||
| Write-offs used (-) | |||
| Other changes (net exchange differences on translation) | |||
| Impairment write-offs at the end of the period | 107 953 274,60 | 107 798 274,60 | 107 798 274,60 |
In 2021, it was found that, despite the reduced turnover due to COVID-19, there were no additional indicators of impairment of the shares held. However, despite the decrease in revenues, with a view to acquiring a significant investor, changing the company's prestige and taking salesman's actions, the Management Board put great emphasis on compensating for these losses by the end of 2021.
Consolidated data
| 01.01.2021 - | 01.01.2020 - | 01.01.2020 - | |
|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2020 | |
| Balance at the beginning of the period | 26 810 874,64 | 30 918 918,14 | 30 918 918,14 |
| Impairment loss recognised as expense during the period | |||
| Reversed impairment losses recognised as revenue in the period (-) | 907 862,38 | 4 108 043,50 | |
| Write-offs used (-) | |||
| Other changes (net exchange differences on translation) | 1 491 809,05 | ||
| Impairment write-offs at the end of the period | 27 394 821,31 | 26 810 874,64 | 30 918 918,14 |
15. Information about the establishment, increase, utilisation and release of provisions
| Change of provisions (CG Gi Group Poland SA) | 31.12.2020 | Increases | Utilisation | Reversal | 30.09.2021 |
|---|---|---|---|---|---|
| Provisions for liabilities: | 10 570 806,81 | 1 301 702,97 | 1 823 180,81 | 2 623 221,91 | 7 426 107,06 |
| 1. Provision for deferred income tax | 3 586 374,78 | 2 078 386,38 | 1 507 988,40 | ||
| 2. Provision for retirement | 1 842 075,46 | 1 301 702,97 | 0,00 | 0,00 | 3 143 778,43 |
| - long-term | |||||
| - short-term | 1 842 075,46 | 1 301 702,97 | 3 143 778,43 | ||
| 3. Other provisions | 5 142 356,57 | 0,00 | 1 823 180,81 | 544 835,53 | 2 774 340,23 |
| - long-term | 511 864,22 | 40 164,00 | 471 700,22 | ||
| - short-term | 4 630 492,35 | 1 823 180,81 | 504 671,53 | 2 302 640,01 |
| Change of provisions (microdata) | 31.12.2020 | Increases | Utilisation | Reversal | 30.09.2021 |
|---|---|---|---|---|---|
| Provision for deferred income tax | 3 238 194,72 | 2 082 763,01 | 1 155 431,71 | ||
| Provision for unused leaves | 821 852,96 | 87 144,12 | 734 708,84 | ||
| Other provisions | 2 021 175,52 | 1 956 543,78 | 64 631,74 | ||
| Total | 6 081 223,20 | 0,00 | 0,00 | 4 126 450,91 | 1 954 772,29 |

16. Information about deferred income tax provisions and assets
There were no significant changes in the deferred income tax provisions and assets in the third quarter of 2021.
| Consolidated data | as at 30.09.2021 | as at 31.12.2020 |
|---|---|---|
| Deferred tax assets | 25 346 945,90 | 25 038 041,41 |
| Deferred income tax liabilities | 1 507 988,40 | 3 586 374,78 |
| Gi Group Poland SA microdata | as at 30.09.2021 | as at 31.12.2020 |
| Deferred tax assets | 20 427 595,75 | 21 999 563,59 |
Due to the acquisition of a strategic investor, the entire Gi Group Poland SA Group is currently being analyzed and reviewed, as a result of which The Management Board expects the implementation of the deferred tax asset. In addition, the Management Board in its tax plans also took into account the expected synergy effect with the new Investor (lower costs, higher results).
17. Information about material transactions involving the purchase and sale of tangible assets
No material acquisitions or sales or tangible assets occurred in Q3 2021.
18. Information about the material liability due to the purchase of tangible assets
No material liabilities due to the purchase of tangible assets exist as at September 30, 2021. Amendments to financial liabilities occurred due to amendments in lease agreements for office premises.
19. Information about material settlements due to litigation
No material settlements due to litigation occurred in Q3 2021, apart from accepting some decisions concerning PFRON.
20. Adjustments of errors of previous periods
In Q3 2021, there was an adjustment to the result concerning the previous years regarding the completed tax audits for 2017 and 2019.
21. Information about changes of the economic situation and business conditions materially influencing the fair value of financial assets and financial liabilities of the entity
In the third quarter of 2021, there were no significant changes in the economic situation.
22. Information about the failure to repay credit or loan or about the violation of material provisions of a credit or loan agreement for which no remedial steps were taken till the end of the reporting period
There were no changes in Q3 2021.
23. Information about the conclusion, by the Company or its subordinated entity, of one or more transactions between related entities if, individually or jointly, they are material and were executed on terms other than at arm's length
The Group did not execute any transactions with related entities in Q3 2021 that would be individually or jointly material and, at the same time, executed on terms other than at arm's length.

The table below presents the summary of balances between Gi Group Poland SA and companies belonging to the Gi Group Poland SA Capital Group:
| IPS | KAR | FC | WSI | SEL | CLEAN | KCP | fiegSPV | skWS | skoutWS | |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 615 571,3 | 104 188,8 | 883 492,5 | 11 856 425,7 | 8 962 033,3 | 438 044,2 | 383 126,6 | 883 091,2 | 484,6 | 0,0 |
| Costs | 7 527 398,3 | 33 569,6 | 272 065,7 | 2 159 738,1 | 1 621 410,9 | 3 346 214,6 | 8 833,2 | 6 583 155,1 | 36,4 | 0,0 |
| Receivables | 353 246,5 | 304 712,3 | 414 700,0 | 2 227 499,8 | 1 204 295,7 | 474 383,0 | 8 157 250,9 |
660 254,1 | 159 720,8 | 2 958 096,4 |
| Long-term liabilities | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 |
| Short-term liabilities | 27 425 190,0 | 0,0 | 2 803 481,6 | 9 848 181,0 | 63 741 830,6 | 5 006 063,5 | 0,0 | 0,0 | 9 316,8 | 20 539,4 |
| Borrowings granted | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 240 000,0 | 7 721 284,3 | 0,0 | 15 658,1 | 0,0 |
| skWSK | czWS | antSK | presWS | presLOG | presOSP | humPRO | ukr2WS | |
|---|---|---|---|---|---|---|---|---|
| Revenue | 11 556,8 | 123,8 | 0,0 | 52 960,9 | 0,0 | 5 824,9 | -827 154,6 | 0,0 |
| Costs | 0,0 | 16 782 042,6 | 0,0 | 310 962,4 | 0,0 | 0,0 | 2 382 548,3 | 32 440,0 |
| Receivables | 65 290,4 | 448 262,3 | 65 290,4 | 533 861,2 | 432 402,5 | 596 510,1 | 24 713,2 | 184,5 |
| Long-term liabilities | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 |
| Short-term liabilities | 388 924,4 | 1 241 203,0 | 388 924,4 | 412 525,6 | 0,0 | 0,0 | 55 660 158,6 | 0,0 |
| Borrowings granted | 0,0 | 419 349,3 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 |

Glossary – Gi Group Poland SA Capital Group Companies
| ABBREVIATION | NAME |
|---|---|
| WSSA | Gi Group Poland SA |
| IPS | Industry Personnel Services sp. z o.o. |
| FC | Finance Care Sp. z o.o. |
| WSI | Gi Group Service Sp. z o.o. (Work Service International Sp. z o.o.) |
| SEL | Sellpro Sp. z o.o. |
| CLEAN | Gi Group Support Sp. z o.o. (WS Support Sp. z o.o.) |
| KCP | Krajowe Centrum Pracy Sp. z o.o. |
| KAR | Care For Personnel Sp. z o.o (Kariera.pl Sp. z o.o.) |
| fiegSPV | Work Service SPV Sp. z o.o. |
| presWS | WorkExpress Sp. z o.o. |
| presLOG | Support and Care Sp. z o.o. |
| presCL | Clean24h Sp. z o.o. |
| presOSP | Outsourcing Solutions Partner Sp. z o.o. |
| skWSK | Work Service SK s.r.o. |
| skWS | Work Service Slovakia s.r.o. |
| skoutWS | Work Service Slovakia Outsourcing s.r.o. |
| czWS | Work Service Czech s.r.o. |
| humPRO | Prohuman 2004 Kft |
| humFC | Finance Care Hungar Kft |
| humHR | HR-Rent Kft |
| humFIE | Profield 2008 Értékesítés Támogató Kft. |
| humEXI | Human Existence Kft |
| humOUT | Prohuman Outsourcing Kft |
| antCZ | Antal International s.r.o.(Czech Republic) |
| antSK | Work Service 2000 s.r.o (Slovakia) |
| antHU | Enloyd Kft |
| bAPT | APT Broker s.r.l. |
| fbAPT | APT Finance Broker s.r.l. |
| hrAPT | APT Human Resources s.r.l. |
| rsAPT | APT Resources&Services s.r.l. |
| ukr2WS | Work Service East Lcc |
| natCR | Naton Ljudski potencial d.o.o. |
| natSLV | Naton kadrovsko-svetanoje d.o.o. |
| gruGI | Gi Group Sp. z o.o. |
| induGI | Generale Industrielle Sp. z o.o. |

24. Information about the change of the way (method) of fair value determination
No changes of the way (method) of determination of the fair value of financial instruments at fair value occurred in Q3 2021.
25. Information about a change of the classification of financial assets as a result of the change of purpose or utilisation of such assets.
In the first third of 2021 due to the sale of the Czech and Slovakia Group, the classification of assets and liabilities was changed and new discontinued operations were recognized.
26. If the summary financial statements were audited or reviewed by an entity authorised to review financial statements the quarterly report will contain an opinion about the audit or a report from the summary financial statements, respectively
The consolidated financial statements for Q3 2021 was not a subject to a review by an entity authorised to review financial statements.
The consolidated financial statements disclosed the information listed below referring to the summary individual financial statements of the Company:
- a) writing down of the value of inventories to the net value attainable and the reversal of such write-downs
- b) recognition of losses due to the value loss by financial assets, tangible assets, intangible assets, assets resulting from agreements with clients or other assets and the reversal of such losses due to value loss
- c) information about provisions,
- d) changes of business conditions and of the economic situation influencing the fair value of financial assets and financial liabilities of the entity irrespectively of whether these assets and liabilities are stated at fair value or at the amortised cost – note 21,
- e) the failure to repay a loan or violation of provisions of the loan agreement with regard to which no remedial steps were taken before or on the balance sheet date.

PREPARED BY:
Anna Kropielnicka Main Accountant
SIGNATURES:
Iwona Szmitkowska Prezes Zarządu
Paolo Caramello Wiceprezes
Nicola Dell'Edera Wiceprezes