Slide 1: Forward-Looking Statements and Free Writing Prospectus Disclosures
F orward Looking Statements and Non-GAAP Financial Measures GEE Group | March 2021 2 Free Writing Prospectus and Other Disclosures GEE Group | March 2021 3 Forward-Looking Statements In addition to historical information, this presentation contains statements relating to the Company's future results
Slide 2: Offering Summary
G Offering Summary GEE Group Issuer: GEE Group Inc. Exchange Listing: © NYSE American: JOB Expected Offering Size: $50,000,000 (100% Primary) Over-Allotment Option: 15% (100% Primary) + Combined with available cash and net borrowings under a new bank ABL facility, to repay approximately $55,020,565!
Slide 3: Investment Highlights
G Investment Highlights GEE Group About GEE Group Excellent Financial and Growth Outlook Significant M&A Experience and Capacity Revenue Growth of 3x - 4x since 2015 Top Tier Management 7BOD We are a premier staffing services and HR solutions provider in a $140bn industry poised and expect to capita
Slide 4: Best in Class Management with a Proven CEO
G Best in Class Management with a Proven CEO GEE Group + In 1994, Derek Dewan was named CEO of AccuStaff / MPS Group, a national staffing company, and subsequently took the company public » 1904 Revenue: $137 milion + Solidly established as a regional power in the early 1990s + ‘Subsequently engaged
Slide 5: GEE Group Overview
G GEE Group Overview GEE Group [Company Snapshot [ Key Statistics + Formed in 2015 to buid an industry-leading provider of Fonned! professional staffing services and HR solutions For Zu “+ Secure footholds in the most desirable end markets, including Employees”: 264 information technology (1), finan
Slide 6: GEE Group's Comprehensive Offerings
G GEE Group’s Comprehensive Offerings GEE Group GEE Group delivers premier staffing solutions across i demand, attractive verticals Professional (86% of Revenue) 2 © Information Finance, Technology Accounting & Office pag »Y \) ! > Light industrial (14% of Revenue) Ye alts Engineering Healthcare Ind
Slide 7: Award Winning Service
G Award Winning Service GEE Group GEE’s brands are known and recognized for providing outstanding service to clients e er @ ee eo e @ Client and Talent Satisfaction including for 20211 iWork For GEE Group Named One of the Largest Agile Resources Named One of the Best Staffing Firms in the U.S, for 2
Slide 8: Evolution to Premier Staffing Platform
G Evolution to Premier Staffing Platform GEE Group 2018/2019 EE Group ccc croup teens restucing and iteration ofS s8.0arA 2016 ales General Employment 2015 changes name to i See Groin ssl Aequites Access " i. Data, a Denver Bove based statin rm Today 7 GEE Group is a 2015 E Scrbe Medical Sotitons =
Slide 9: Strong Momentum with a Track Record of Successful Acquisitions
Strong Momentum with a Track Record é of Successful Acquisitions GEE Group J overview + Leadership has a strong history of successful acquisitions and has completed four bolt-on acquisitions in recent years, as well as @ transformational merger in 2017 + Mergers rationalized expenses, reduced SG&A,
Slide 10: Grow Through Accretive Acquisitions
Grow Through Accretive Acquisitions G GEE Group Robust platform with the infrastructure and scalability to expand rapidly through acquisitions [Piston for strategic Acausitons + Acquisiton-ctiven growth to augment organic growth ‘opportunities for each brand ‘We believe hat GEE Group is an excellent
Slide 11: Fragmented Staffing Industry Ripe for Consolidation
Fragmented Staffing Industry Ripe for Consolidation cee Group ~25,000 6.2% Staffings Firms Unemployment Rate Firms Over $100M. As of Feb. 2021' 16 million’ TRENDS 1.94% Temporary & Contract Employees Remote Work & Technology Temp Penetration Rate Hired Annually Skills Shortage & Unemployment As of F
Slide 12: National Scale with Long-Standing and Respected Local Presence
National Scale with Long-Standing and é Respected Local Presence GEE Group ‘+ GEE Group provides clients with services across the country while understanding the individual markets and offering a local approach + The Company leverages its national footprint to serve clients outside of the states in
Slide 13: Long-Term Associations with Premier Fortune Caliber Clients
Long-Term Associations with Premier é Fortune 500 Caliber Clients GEE Group Extensive portfolio of clients with a focus on small and medium businesses + GEE Group has bull a differentiated portfllo of cllents across a diverse set of end markets, serving cllents of al sizes with a focus on small and
Slide 14: Competitive Landscape
G Competitive Landscape GEE Group MRD Anes > © World-class applicant tracking system = + National recruiting call center helping full jobs throughout the country KFORCE — MOdIS —_randktad ¥ Experienced and skilled recruiters with knowledge of the sector and Com) tive Strengthe [ii] Robert Half ITEKs
Slide 15: Add Complementary High Growth Specialties
Add Complementary High Growth Specialties G GEE Group Our consultative, relationship-based, problem solving culture is allowing us to capitalize on post- coronavirus opportunities [Add complementary High Growth Specialties + GEE Group's leading platform is well positioned for continued expansion int
Slide 16: Large Addressable Market Opportunity
Large Addressable Market Opportunity with G GEE Group Attractive Growth Dynamics | Attractive Industry Dynamics + Businesses continue to increasingly turning to human capital experts as shifting workplace dynamics, demographic changes and workforce complexities require more complex solutions for ste
Slide 17: Financial Highlights
G Financial Highlights GEE Group Net Revenues Ginmiions) __LTM December 31, 2020 Revenue Breakdown sme $1653 iso se soo {cere} $293 $1269 ame sea pe se00 sao Seo15 Sep16 SepiT —SeptR Sep19Sep20 tTMDe:20 Perranent Placement 11% Non-GAAP Adjusted EBITDA {Sinmitios) ___LTM December 31, 2020 Monthly Rev
Slide 18: Selected Income Statement Data and Reconciliation to Non-GAAP Adjusted EBITDA
G Selected Income Statement Data and Reconciliation to Non-GAAP Adjusted EBITDA Gre Grnay (Sinmitons) For the Fiscal Year Ended 9/30, Net Revenue 34 S81 $1050 $1653 «SI517 sms 1269 % Growin foe tan azn, "az "Yeow cay eam) Cost of Contract Sorvicos 302 5049 106.4 07 851 322 Gross Profit, 132 238 a Ey
Slide 19: Grow Revenue Through Existing Core Offerings
G Grow Revenue Through Existing Core Offerings GEE Group New and res is key to nian and regainin New Production Talent Cross-Sell and Brand Re-vitalization + GEE brands have a significant opportunity to reinvest in revenue producing personnel and focus on the recovering economy, including post-coron
Slide 20: Summary Historical and Pro Forma Financial Data
Summary Historical and Pro Forma Financial Data GEE Group Three Months Ended Year Ended September {oars and shares in thousands, excep per pbaansshey nas Highlights snes scan is 3 aa ar ey —22— —2E— - completion ofthis offering and pay- CConsoidated Statements of Operations Data: offireplacement of
Slide 21: Summary Historical and Pro Forma Consolidated Balance Sheet Data
G Summary Historical and Pro Forma Consolidated Balance Sheet Data GEE Group FYE 2020 in Review (Dollars in thousands) Actual ProForma _—Pro-Forma 14213112020 12/31/2020 Adjustment(1) + _Significant senior credit Cash (2) $ 14119 $ 14,503 474 \ponicessrons 8c neved) Total current assets (2) 33,593 4
Slide 22: Capitalization
G Capitalization GEE Group Common Stock Equivalents as of March 26, 2021 Common Stock 17,667,123 Common Stock issuable’ 4,978,187 Restricted Stock Units 1,450,000 Options & Warrants ($2.75 WAEP) 1,304,572 Total 25,399,882 * Represents restricted shares of common stock which may be issued to MGG purs
Slide 23: Investment Merits
G Investment Merits GEE Group GEE Group offers an outstanding investment opportunity, as follows: * Large addressable market opportunity supported by key secular trends for long-term growth ($140bn plus) * Post-COVID 19 and prior secular changes in the U.S. economy requiring “on-demand labor” have l
Slide 24: Management Biographies
G Management Biographies GEE Group Industry leading executive team with extensive staffing and business scaling experience Derek Dewan — Chief Executive Officer and Chairman of the Board + As CEO of GEE Group since 2015, Derek Dewan brings significant experience executing organic and strategic acqui
Slide 25: Outside Directors Biographies
Outside Directors Biographies G Outstanding board members with tremendous leadership experience at the highestlevels Peter Tanous - Director + Mr Tanous is Chairman of Lynx Invest ment Advisory of Washington D.C., an SEC registered investment firm + Previously served as the International Regional Di
Slide 26: Outside Directors Biographies
Outside Directors Biographies G Outstanding board members with tremendous leadership experience at the highestlevels f sf y ‘Matthew Gormly — Director + Founder and Managing Partner of Reynolds Gormly & Co, LLC where he is responsible for origination and execution of capital ‘markets opportunities a
Slide 27: GEE Group
G GEE Group GEE Group row m NYSE American: JOB Providing Professional Staffing Services and Human Resources Solutions GEE Grou