GEE Group Inc. AGM 2026

Ladies and gentlemen, I am Derek E. Dewan, Chairman of the Board of Directors of GEE Group and Chairman of this annual meeting. I hereby call this annual meeting of stockholders to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you to this annual meeting. Mr. Kim Thorpe, Chief Financial Officer and Corporate Secretary, is virtually attending this annual meeting of stockholders. Also attending are GEE Group's board members. We also have Mr. Rick Kreis of Cherry Bekaert LLP, the company's independent public accountants, and Lily Tahiri of Loeb & Loeb LLP, the company's securities counsel, attending the annual meeting virtually. Henry Farrell of Continental Stock Transfer & Trust Company, the company's transfer agent, Continental, is also attending this annual meeting virtually. The polls are open for voting on all matters to be presented.

After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you 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 annual meeting and to record the minutes of this annual meeting. Before considering the business to be discussed at this annual meeting, I would like Mr. Thorpe to report on the formal steps taken in connection with the annual meeting.

Mr. Chairman, the Board of Directors has adopted resolutions which provide that this annual meeting be held today, and which fix the close of business on October 10, 2026, as the record date for the determination of stockholders entitled to notice of, and to vote at this annual meeting. I hereby present the affidavit of Robert Zabricki, an employee of Continental, which states that the notice of the 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 Zabricki, an employee of Continental, which states that the mailer page and the supplemental proxy statement were first mailed on September 16, 2026, to each holder of the company's common stock at the close of business on the record date.

I also have at this annual meeting a list of stockholders of the company's common stock as of the record date that was compiled by Continental Stock Transfer & Trust, and is available for viewing by stockholders of record at this annual meeting by following instructions in the online portal. The list sets forth each stockholder's address and holdings as they appear on the records of Continental Stock Transfer & Trust and on the company's share ledger. According to this list, there were 109,870,686 shares of common stock issued and outstanding on the record date. Each outstanding share of common stock is entitled to one vote per share on the matters presented at this annual meeting.

Thank you, Mr. Thorpe. I would like you to file the affidavits as to the mailing of the proxy material in the minute book of the company with the minutes of this annual meeting. I hereby appoint Mr. Henry Farrell to act as Inspector of Elections at this 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 of Election will be filed with the minutes of this annual meeting. Will the Inspector of Election now provide us with a count of the stockholders present in person or by proxy?

Mr. Chairman, I can report on a preliminary count indicates the presence of a quorum. I am in possession of completing a count of all shareholders virtually present or by proxy, and will render an exact report at the end of this annual meeting.

Since the holders of record of at least a majority of the outstanding shares of common stock entitled to vote at this annual meeting are virtually present or by proxy, I declare that a quorum is present. The first order of business is the election of two Class One directors to our Board of Directors, each to serve until the 2027 annual meeting or until their respective successor is elected and qualified. The Board Election Proposal. The persons receiving an affirmative vote of shares of common stock representing a plurality of the votes cast on the proposal at the annual meeting, virtually present or represented by proxy, shall serve until the 2027 annual meeting or until the respective successor is elected and qualified. I hereby open the floor for nominations.

I second the nomination. We have received nominations to elect two Class One directors to our Board of Directors, each to serve until the 2027 annual meeting or until the respective successor is elected and qualified. If there are no further nominations, I will entertain a motion that the nominations for the election of two Class One directors be closed.

I move that the nominations for election of directors be closed.

I second the motion. All in favor?