Gi Group Holding statement about Gi Group Poland – update

Regarding the sentence taken on 20 December 2022 by the Court of Appeal in Warsaw to dismiss the challenge brought by Tomasz Misiak, the former shareholder of Work Service S.A., against the decision of the ICC International Court of Arbitration, Gi Group states as follows:

• We welcome the legally final and binding decision of the Court of Appeal in Warsaw which dismissed the challenge by T. Misiak, the co-founder and former shareholder of Work Service S.A., who alleged that he had been coerced into selling his shares. Thereby the Court confirmed the validity of the arguments raised by Gi Group as to the enforceability of the share purchase agreement that we concluded with T. Misiak in August 2020. In its oral justification the court fully agreed with the ICC verdict having no doubts as to the impartiality of any of the arbitrators. The court also stated that taking under consideration the testimony of T. Misiak himself – there is no basis for finding that T. Misiak was threatened before selling his Works Service (present name: Gi Group Poland) shares.
• Gi Group Holding’s (including Gi Group Poland’s) plans are not impacted whatsoever by the legal Gi Group’s plans are going ahead and are being implemented regardless. Gi Group Holding is a reliable and long term investor in its Polish subsidiary, focusing all its efforts on intensive development of Gi Group Poland. The effects may be seen in the complete change of the financial and economical results since the entrance of Gi Group as the majority owner, published by Gi Group Poland, as it remains public listed company on Warsaw Stock Exchange.
• Gi Group Holding and its subsidiaries always act in line with rules of law and Gi Group puts its trust in the decisions of the courts. It operates according to internal regulations and deeply believes in those principles on which its business is based, such as responsibility, reliability and honesty.

Background

• The share purchase agreement between T. Misiak and Gi International, a Gi Group company, was signed in August 2020. T. Misiak later alleged that he had been coerced into selling his shares and refused to perform the aforementioned agreement. Acting pursuant to the agreement, Gi International filed an application to the ICC International Court of Arbitration to resolve the dispute between Gi International and T. Misiak.
• On 17 December 2021, the panel of three arbitrators (two named by each party and one elected by the ICC Arbitration Court) found that T. Misiak had freely and without any threats entered into the contract with Gi International and the arbitration panel awarded PLN 5.9 million to Gi Group for T. Misiak not complying with his commitment to sell his shares. None of the three arbitrators had a separate opinion. The same conclusion – namely that there is no evidence suggesting the alleged threat – was reached by all (three) panels of the Regional Court of Warsaw, which ruled in second-instance injunction proceedings on the claims of T. Misiak (on 9 April 2021, 14 July 2021 and 1 September 2021, respectively).
• Even before the Court of Appeals issued its verdict yesterday the claims relating to the alleged threats have already been subject to rulings by five different bodies (3 panels of state courts, the prosecutor and an arbitration tribunal), none of which gave credence to them. And now the Court of Appeal in Warsaw has again (and finally) confirmed that there is no evidence supporting the allegation that any threats were made towards T. Misiak before selling his Work Service shares. Yesterday’s judgment was thus the sixth and final decision confirming that the allegation on the threats are unsupported by any evidence.
• Despite the final ICC Arbitral Award, Gi Group Holding has not received any payment from T. Misiak who declared that he does not own any assets nor properties. For this reason Gi Group Holding has opened civil proceedings against T. Misiak including proceedings to declare the enforceability of the award of the arbitration. The court has come to doubt T. Misiak’s assertions regarding his financial situation and after its own investigation, the court ruled that T. Misiak’s motion for exemption from court costs is not justified.
• The Polish court delivered on 20 December 2022 the judgment dismissing T. Misiak’s action challenging the ICC Arbitral Award on various grounds in the Polish courts. In its decision, the court dismissed in its entirety the challenge against the ICC Arbitral Award brought by T. Misiak. Because T. Misiak lost the case in its entirety, the Court of Appeal in Warsaw has ordered T. Misiak to pay the full court fee (PLN 200.000) and to pay the legal fees of GI Group Holding in the court proceedings.