GEE Group Inc. 2026 Annual Meeting (Oct. 8) - GEE GROUP INC

Ladies and gentlemen, I am Derek E. DeJuan, Chairman of the Board of Directors of GEE Group, Inc., and Chairman of this reconvene annual meeting that was originally convened on September 30, 2026, and adjourned in part to October 8, 2027. I hereby call this reconvenes annual meeting of stockholders to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you to this reconvened annual meeting. Mr. Kim Thorpe, Chief Financial Officer and Corporate Secretary, is virtually attending this reconvenes annual meeting of stockholders. Also attending are GE Group's board members. We also have Mr. Rick Crease of Cherry Beckert LLP, the company's independent public accountants, And Lily Tahiri of Loeb & Loeb LLP, the company's securities counsel, attending this annual meeting virtually. Henry Farrell of Continental Stock Transfer & Trust Co., the companyís transfer agent, is also attending this annual meeting, virtually. The polls are still open for voting on the remaining matter that was not voted upon at the annual meeting held on September 30, 2026. This proposal is the approval of an amendment to the company's articles of incorporation to increase the total number of authorized shares of common stock of the company from 6,666,667.6667 shares post the previously approved 1 for 30 reverse stock split to 200 million shares, the capital increase. After I more fully describe this matter, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls if you have already submitted your vote by proxy and do not wish to change your vote you do not need to vote now and your shares will be voted as previously instructed if you intend to vote and have not already done so and are a stockholder of record which means you hold your shares in your own name and not through a brokerage account as of August 10, 2026, you must submit your vote online now in order for it to be counted. If you are a stockholder of record as of that date and have not yet voted, I encourage you to vote online. Now, I have asked Kim Thorpe to act as secretary of this reconvene annual meeting and to record the minutes of this reconvened annual meeting before considering the business to be discussed at this reconvened annual meeting, I would like Mr. Thorpe to report on the formal steps taken in connection with the reconvene annual meeting. Mr. Chairman, the Board of Directors has adopted resolutions which provide that this annual meeting be held on September 30, 2026, and which fixed the close of business on August 10, 2027 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting. On September 30 2026 the shareholders approved a proposal that allowed the adjournment of the annual meeting in order to permit the continued solicitations of proxies with respect to the capital increase proposal. It was determined that the annual meaning be adjourned until October 8, 2026 for that purpose. I hereby present the affidavit of Robert Zabrowski, an employee of Continental, which states that the Notice of Annual Meeting of Shareholders, Proxy Statement, Annual Report on Form 10-K, and Proxy Card were first mailed on August 2, 2026. The affidavit of Robert Zabritsky, an employee of Continental, which states that the mailer page and first supplemental proxy statement were first mailed in September 16, 2036. And the affidivit of Robert Zabriskie, an employee of Continental, which states that the mailer page and second supplemental proxy statement were first mailed on October 1 of 2026 in each case to each holder of the company's common stock at the close of business on the record date. I also, at this reconvened annual meeting, providing a list of stockholders of the company's common stock as of the record date that was compiled by Continental and is available for viewing by stockholders of record at this reconvened annual meeting by following instructions in the online portal. This list sets forth each stockholder's address and holdings as they appear on the records of Continental, and on the company's share ledger. According to this list, there were 109,870,686 shares of common stock issued an outstanding on the record date. For each outstanding share of common stocks, each outstanding share of commons stock is entitled to one vote per share on matters presented at this reconvene annual meeting. Thank you, Mr. Thorpe. I would like you to file each of the affidavits as to the mailing of the proxy material in the minute book of the company with the minutes of this reconvened annual meeting. I hereby appoint Mr. Henry Farrell to act as Inspector of Election of this Reconvened Annual Meeting. The inspector has executed an oath to carry out his duties impartially and to the best of his ability. Mr. Chairman, I present to you the oath signed by the inspector of election. The oath of the inspector will be filed with the minutes of this reconvened annual meeting. the Inspector of Election now provide us with a count of the stockholders present in person or by proxy. Mr. Chairman, I can report that on a preliminary count indicates the presence of a quorum. I am in the process of completing a count on all stockholders virtually present or by proxy and will render an exact report at the end of this reconvened annual meeting. Since the holders of record of at least a majority of the outstanding shares of common stock entitled to vote at this reconvened annual meeting are virtually present or by proxy, I declare that a quorum is present. The first order of business at this reconvene annual meeting is to approve an amendment to the company's articles of incorporation to increase the total number of authorized shares of common stock of the company from 6,666,667 shares post-reverse split to 200 million shares to capital increase, this proposal needs to be approved by a majority of the issued and outstanding shares of the company's common stock i will entertain a motion for the capital increase proposal i so move i second the motion all in favor all opposed the capital increase proposal is now closed I now call for votes for the capital increase proposal now I would like to have the inspector of election complete his report showing a final count of the stock represented here today and the tally of votes cast in regard to such proposal. As the Inspector of Election, I hereby report that there are 89,134,204 shares of common stock entitled to vote represented at this meeting, compromising approximately 81% of the outstanding common stock of the company. In voting to approve an amendment to the company's Articles of Incorporation to increase the total number of authorized shares of common stock of the company from 6,666,667 shares post-reverse split to 200 million shares. I hereby report that 52,217,222 shares of Common Stock voted in favor of the proposal representing approximately 47.5% of the companies issued in outstanding shares of common stock. Thank you, Henry. I declare that the capital increase proposal has not been approved I move I move that the reconvene Daniel meeting be adjourned I second the motion there being no objections to the motion made to adjourn this reconvened annual meeting, I hereby declare this reconvened annual meeting adjourned.