GI GROUP POLAND S.A. - Conclusion of the agreement with the banks on repayment of the debt

KOMISJA NADZORU FINANSOWEGO

Raport bieżący nr 67 / 2021

Data sporządzenia: 2021-12-09

Skrócona nazwa emitenta

GI GROUP POLAND S.A.

Temat

Conclusion of the agreement with the banks on repayment of the debt

Podstawa prawna

Art. 17 ust. 1 MAR - informacje poufne.

Treść raportu:

The Management Board of Gi Group Poland S.A. ("Company" or "Issuer"), with reference to the current report No.: (i) 11/2021 on receipt by the Issuer's attorney of information on the legal validity of the decision on the approval of the partial arrangement with the Banks adopted in the proceedings for approval of the arrangement legal validity of the arrangement; (ii) 54/2021 on making public of delayed confidential information concerning negotiations by the Issuer regarding the determination of the terms of sale of all shares in Prohumán 2004 Kft informs that the Company and its lending Banks have today concluded an agreement determining the terms and conditions of repayment of the total debt of the Company towards Banks resulting from the Restructuring Agreement dated 9 July 2020 (“Repayment Agreement”). The funds for the Banks’ repayment in accordance with the Repayment Agreement were provided by the Company’s major shareholder – Gi International S.R.L. with its registered seat in Milan, Italy in accordance with a loan agreement, which the parties entered into today, 9 December 2021. The funds shall be repaid by the Company towards Gi International S.R.L. until 30 June 2022. As security for providing the funds to the Company to repay the debt owed to the Banks, Gi International S.R.L. has been granted the possibility by the Company to be the beneficiary of a pledge over the quota share in its subsidiary, Prohuman 2004 Kft. (“Prohuman”) (representing 80.22% of the total share capital of Prohuman). The Repayment Agreement provides that the total debt of the Company (including currently outstanding but unpaid interest) will be repaid by the Company. Following the execution of the Repayment Agreement, the Company will take steps to close the partial arrangement with the lending Banks adopted in the proceedings for approval of the arrangement, which the Issuer reported, inter alia, in current report No. 11/2021. Under the Repayment Agreement, the Banks will waive and release the Company from certain obligations which were set out in the Restructuring Agreement in exchange for an additional commission in the total amount of PLN 7,925,000.00, which will be also paid by the Company concurrently with the payment of principal and interest. The funding of this PLN 7,925,000.00 has also been made available to the Company by Gi International S.R.L. Furthermore, in accordance with the Repayment Agreement the Company is entitled to sell its quota share in Prohuman without any additional payments towards the Banks, at a pre-defined purchase price (“Prohuman Price”). In the event that Prohuman is sold for a price higher than the Prohuman Price, the Banks shall be entitled to additional remuneration. The financial terms and conditions for a potential sale of the Company’s quota share in Prohuman remain confidential and shall be disclosed in due course if the sale is executed. The Company continues its negotiations concerning the sale of Prohuman and intends to enter into the transaction before year-end 2021 concerning the sale of Prohuman without any unnecessary delay and for a price not lower than the Prohuman Price. A signing of the definitive documentation for the sale of the quota share in Prohuman before year-end 2021 should suspend the obligation of the Company to repay the above mentioned total debt due to Prohuman at year-end 2021, pending the final closing of the transaction. If the negotiations are successful, the Company will immediately publish the information about it in the form of an appropriate current report. As a result of the conducted analysis, the Issuer decided that it is justified to classify the information referred to above as confidential information within the meaning of Article 17(1) MAR, subject to publication in the form of this report. Legal basis: Art. 17 sec. 1 (Regulation of the European Parliament and the EU Council No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directive 2003/124 / EC, 2003/125 / EC and 2004/72 / EC). Signatures: Iwona Szmitkowska - President of the Management Board Nicola Dell’Edera – Vice-president of the Management Board

MESSAGE (ENGLISH VERSION)

GI GROUP POLAND SPÓŁKA AKCYJNA

(pełna nazwa emitenta)

GI GROUP POLAND S.A. Usługi inne (uin)

(skrócona nazwa emitenta) (sektor wg. klasyfikacji GPW w W-wie)

00 - 132 Warszawa

(kod pocztowy) (miejscowość)

Grzybowska 3 lok. U6

(ulica) (numer)

[phone] [phone]

(telefon) (fax)

www.workservice.pl

(e-mail) (www)

897-16-55-469 932629535

(NIP) (REGON)

PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ

Data Imię i Nazwisko Stanowisko/Funkcja Podpis

2021-12-09 Iwona Szmitkowska President of the Management Board

2021-12-09 Nicola Dell’Edera Vice-president of the Management Board