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April 28, 2025

Resolutions of the General Meeting

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Gloster Infocommunications Public Limited Company (headquarters: 2142 Nagytarcsa, Csonka János Street 1/A, Building A/2; company registration number: 13-10-042012; tax ID number: 27294260-2-13; hereinafter referred to as the “Company”), for the purpose of informing its esteemed investors, hereby discloses the following in accordance with Act CXX of 2001 on the Capital Market, regarding the resolutions adopted at the Company’s Annual General Meeting held in person at the Company’s registered office on April 28, 2025:

 

the resolutions of the general assembly.

 

General Assembly Resolution No. 01/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting of the Company hereby resolves to appoint Viktor Sum, a member of the Company’s Board of Directors, as presiding officer; Dr. Adrienn Karlovich-Szabó, the Company’s legal counsel, as the recording secretary and vote counter; and Zoltán Megyesi as the certifier of the minutes, all of whom accept their appointments. The General Meeting decides that voting shall be by open ballot.

 

General Assembly Resolution No. 02/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting notes that the votes cast by the shareholders present represent 84.4% of the total number of votes that may be cast (84.3% of the total number of shares); given the number of shareholders present, the General Meeting has a quorum to deliberate on the following agenda items. All shareholders present agreed to proceed with the meeting in accordance with the following agenda items:

1. Resolution on the approval of the Company’s 2024 financial statements, prepared in accordance with the provisions of Act C of 2000 on Accounting and International Financial Reporting Standards (IFRS), based on the reports of the Supervisory Board and the Audit Committee, as well as the auditor’s report

2. Resolution on the appropriation of the Company’s net income after taxes, the payment of dividends, the dividend rate, and the rules governing such payments

3. Resolution on the approval of the Corporate Governance Report prepared by the Board of Directors for submission to the Budapest Stock Exchange

4. Resolution regarding the discharge of the members of the Company’s Board of Directors

5. Advisory Vote on the Company’s Compensation Report for Fiscal Year 2024

6. Resolution to change the Company’s name and to authorize the Chair of the Board of Directors to make any further decisions necessary for this purpose

7. Resolution to change the Company’s registered office and to authorize the Chair of the Board of Directors to make any further resolutions necessary for this purpose

8. Resolution on the Election of a New Member of the Supervisory Board

9. Resolution on the issuance of a new series of shares and authorization of the Board of Directors to make any further decisions necessary for this purpose

10. Resolution on the issuance of bonds / green bonds and authorization of the Board of Directors to make any further decisions necessary for this purpose

11. Authorization of the Board of Directors to acquire treasury stock

12. Authorization of the Board of Directors to increase the share capital

13. Resolution on the compensation of the members of the Company’s Board of Directors

14. Other Decisions

a. Decision regarding the Company's branches

b. Resolution on amending the Company’s scope of activities

c. Amendment to the Articles of Association

 

General Assembly Resolution No. 03/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting approved the Company’s 2024 standalone financial statements, prepared in accordance with the provisions of Act C of 2000 on Accounting (with total assets of 5,900,420 eFt and net income of 51,695 eFt) and its consolidated annual financial statements prepared in accordance with International Financial Reporting Standards (IFRS) (with total assets of 8,370,252 eFt, total comprehensive income of 462,004 eFt), as well as its annual report and the written reports prepared by the auditor, the Audit Committee, and the Supervisory Board regarding these documents.

ESEF file name: 529900UXKCCC7E845C20-2024-12-31-0-hu.zip

SHA256 hash: f27cb53921cc4ad47bbc23848b5aaa0052192b7cf19c0f4dfc8cd8e8b5c65cb9

 

General Assembly Resolution No. 04/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting decides on the allocation of the Company's net income after taxes to retained earnings.

 

General Assembly Resolution No. 05/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Assembly approves the Corporate Governance Report for 2024, prepared in accordance with the Corporate Governance Recommendations of the Budapest Stock Exchange Ltd., with the content as set forth in the proposal.

 

General Assembly Resolution No. 06/2025 (April 28)

(Resolution adopted with 5,592,000 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

In evaluating the work of the Board of Directors in 2024, the General Meeting finds that Viktor Szekeres, Chairman of the Board of Directors, conducted his activities during the 2024 fiscal year with the Company’s interests as his primary concern,and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge prescribed in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.

 

General Assembly Resolution No. 07/2025 (April 28)

(Resolution adopted with 15,196,537 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

As part of its evaluation of the Board of Directors’ work in 2024, the General Meeting finds that Board member Viktor Sum carried out his duties during the 2024 fiscal year with the Company’s interests as his primary consideration, and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge provided for in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.

 

General Assembly Resolution No. 08/2025 (April 28)

(Resolution adopted with 15,307,085 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

As part of its evaluation of the Board of Directors’ work in 2024, the General Meeting finds that Board member Katalin Lódi carried out her duties during the 2024 fiscal year with the Company’s interests as her primary consideration, and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants her the discharge specified in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.

 

General Assembly Resolution No. 09/2025 (April 28)

(Resolution adopted with 15,310,702 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

As part of its evaluation of the Board of Directors’ work in 2024, the General Meeting finds that Board member Péter Oszlánszki carried out his activities during the 2024 fiscal year with the Company’s interests as his primary concern,and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge provided for in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.

 

General Assembly Resolution No. 10/2025 (April 28)

(Resolution adopted with 15,294,932 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

As part of its evaluation of the Board of Directors’ work in 2024, the General Meeting finds that Board member Tamás Járdán carried out his activities during the 2024 fiscal year with the Company’s interests as his primary consideration,and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge prescribed in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.

 

General Assembly Resolution No. 11/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

As part of its evaluation of the Board of Directors’ work in 2024, the General Meeting finds that Board member Attila Gayer carried out his activities during the 2024 fiscal year with the Company’s interests as his primary concern,and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge provided for in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.

 

General Assembly Resolution No. 12/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting approves the Company’s Remuneration Report for the 2024 fiscal year, as presented, by a vote expressing its opinion.

 

General Assembly Resolution No. 13/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting resolves to change the Company’s name. Effective as of the date of this resolution, the Company’s new name shall be: Gloster Digital Group Public Limited Company; its abbreviated name: Gloster Digital Group Nyrt.; and its name in a foreign language: Gloster Digital Group Public Company Limited by Shares. At the same time, the General Meeting authorizes the Chairman of the Board of Directors to take all further measures and make all decisions necessary to change the Company’s name.

 

General Assembly Resolution No. 14/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting resolves to change the Company’s registered office. Effective as of the date of this resolution, the Company’s new registered office shall be: 1038 Budapest, Fürdő utca 2, which is also the location of the Company’s central administrative offices. At the same time, the General Meeting authorizes the Chairman of the Board of Directors to take all further measures and make all decisions necessary to change the Company’s registered office.

 

General Assembly Resolution No. 15/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

Pursuant to Section 10.2.9 of the Company’s Articles of Association, the General Meeting hereby resolves to elect Géza Deme (mother’s name: Margit Fodor; place and date of birth: Nyíregyháza; address: 1055 Budapest, Honvéd utca 22, Building B, 2nd floor, Apartment 3A) as a member of the Company’s Supervisory Board for an indefinite term. Géza Deme shall perform his duties on the Supervisory Board in exchange for a monthly gross fee of 150,000 HUF, that is, one hundred fifty thousand forints.

 

General Assembly Resolution No. 16/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting of the Company hereby resolves that, acting within the authority set forth in Chapter 5 of the Articles of Association, it authorizes the Board of Directors to increase the Company’s share capital by issuing new shares or a new series of shares through a private or public offering.

The new shares may be common shares, preferred shares, redeemable shares, interest-bearing shares, or any combination thereof. In the event of the issuance of a new class or series of shares, the Board of Directors is authorized to determine the rights associated with such class or series of shares—which may differ from those of existing series— including, in particular, in the case of interest-bearing shares, the interest terms, the extent of voting rights, and the conditions for the conversion or transformation of non-common shares into common shares. The Board of Directors shall determine the issue price based on current market data and legal requirements.

The Board of Directors is required to list the new common shares to be issued as part of a capital increase—provided they belong to the same series as the shares already issued—on the Standard Market operated by the Budapest Stock Exchange; and in the event of the issuance of a new class of shares or a new series of shares, the Board of Directors is authorized to list them on the Standard Market operated by the Budapest Stock Exchange.

Pursuant to Section 5.4 of the Articles of Association, an increase in the Company’s capital may take place—even on multiple occasions—until April 28, 2030, provided that the maximum amount by which the Board of Directors may increase the Company’s capital is 210,000,000 HUF,that is, two hundred ten million forints. Pursuant to Section 5.5 of the Articles of Association, the Board of Directors shall decide on matters related to the increase in share capital that would otherwise fall within the authority of the General Meeting under the Civil Code or the Articles of Association, including, in particular, the exclusion or restriction of preemptive subscription rights, the approval of an interim balance sheet, and amendments to Chapter 4 of the Articles of Association (The Company’s Share Capital and Shares).

 

General Assembly Resolution No. 17/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting hereby resolves to authorize the Company’s Board of Directors, for the purpose of implementing the Company’s growth strategy, to issue bonds with a face value of up to 4,000,000,000 HUF, that is, four billion forints (or the equivalent in euros) in face value, with a maturity of up to 10 years, with either fixed or variable interest rates, to issue bonds / green bonds, with the stipulation that, in the event of a green bond issuance, the Board of Directors must ensure that the proceeds are used exclusively to finance sustainable and environmentally responsible projects that comply with international green bond standards.

As part of this resolution, the General Meeting authorizes the Board of Directors to take all necessary measures and make all necessary decisions for the purpose of issuing the bond/green bond, and accordingly authorizes the Board of Directors to determine the specific terms and conditions of the bond/green bond issuance, the issuance schedule, and the method of issuance. Furthermore, the General Meeting consents to the Board of Directors acting before supervisory bodies or other authorities for the purpose of issuing the bonds/green bonds, and, in the case of issued bonds/green bonds, ensuring their listing on the Budapest Stock Exchange’s bond market.

 

General Assembly Resolution No. 18/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting of the Company hereby resolves that, acting pursuant to the authority set forth in Section 10.2.15 of the Articles of Association, it authorizes the Board of Directors to acquire the Company’s own shares, in particular—but not exclusively—in the following cases:

               I. to use treasury shares as consideration for an acquisition, or

             II. to optimize the capital structure, repurchase shares, and/or make investments in order to maintain the Company’s flexibility, or

           III. the Employee Stock Ownership Program (ESOP) for the purpose of acquiring shares, and

          IV. to enable the Company to develop and operate additional equity-based incentive schemes, in addition to existing options.

The General Meeting hereby authorizes the Board of Directors to acquire treasury shares in accordance with Section 3:223(1) of the Civil Code:

               I. Methods of acquiring treasury stock: Treasury stock may be acquired for consideration or without consideration, on the stock exchange, through a public offering, or, unless prohibited by law, through over-the-counter transactions, including acquisition through the exercise of a purchase right.

             II. The term of the authorization shall be 18 months from the date of this General Assembly resolution.

           III. The purchase of a number of common shares with a par value of ten forints, up to an amount equivalent to 25 percent of the Company’s authorized capital at any given time (treasury stock), provided that, if the shares are acquired for consideration, the purchase price per share shall be at least one forint and no more than 120 percent of the closing price of the Company’s shares on the Budapest Stock Exchange on the day preceding the transaction.

 

General Assembly Resolution No. 19/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting of the Company hereby resolves that, acting within the authority set forth in Articles 5.2 through 5.4 of the Articles of Association, it authorizes the Board of Directors to increase the Company’s share capital by issuing new shares, either through a private placement or a public offering. This authorization covers all cases and methods of increasing the share capital as defined in the Civil Code. Pursuant to Section 5.4 of the Articles of Association, a share capital increase may take place until April 28, 2030, provided that the maximum amount by which the Board of Directors may increase the Company’s share capital may not exceed, in any single calendar year, twice the amount of the share capital as of December 31 of the preceding year, calculated at par value and on an aggregate basis. Pursuant to Section 5.5 of the Articles of Association, the Board of Directors shall also decide on matters related to the increase in share capital that would otherwise fall within the competence of the General Meeting under the Civil Code or the Articles of Association, including, in particular, the exclusion or restriction of preemptive subscription rights, the approval of interim financial statements, and any amendments to the Articles of Association necessitated by the increase in share capital.

 

General Assembly Resolution No. 20/2025 (April 28)

(Resolution adopted with 5,592,000 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The Company’s General Meeting hereby resolves to set the monthly gross remuneration for Viktor Szekeres, Chairman of the Board of Directors, at 2,300,000 HUF, or two million three hundred thousand forints gross, payable on the basis of a contractual relationship.

 

General Assembly Resolution No. 21/2025 (April 28)

(Resolution adopted with 15,196,537 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting of the Company hereby resolves to set, retroactively and effective as of January 1, 2025, a monthly gross remuneration of 750,000 HUF—that is, seven hundred fifty thousand forints—for Viktor Sum, a member of the Board of Directors, under a contract of engagement.

 

General Assembly Resolution No. 22/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting—in light of the change in the Company’s registered office—resolves that, effective as of the date of this resolution, the Company’s branches:

2142 Nagytarcsa, 1/A Csonka János Street, Building A/2.

2142 Nagytarcsa, 1/A Csonka János Street, Building A/3.

6300 Kalocsa, 2938/3.

3252 Erdőkövesd, 7 Hunyadi János Street

5 Izsákiút, Kecskemét 6000

4025 Debrecen, 77 Piac Street, 2nd Floor, Door 15

17 Tisza Lajoskörút, 6721 Szeged

7622 Pécs, 11 Zsinkó István Street

 

General Assembly Resolution No. 23/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Meeting—taking into account the change in the nomenclature of the Company’s areas of activity—resolves that, effective as of the date of this resolution, the Company’s areas of activity shall be as follows:

Main Activity: 4740'25 Retail sale of information and communications technology products

Other areas of activity:

6039'25 Other content distribution activities

6310’25 IT infrastructure, data processing, hosting services, and related services

7491'25 Patent agency services, marketing services

7499’25 Other professional, scientific, and technical activities, n.e.c.

8299'25 Other services supporting business operations (n.e.c.)

3320'25 Commissioning of industrial machinery and equipment

4222'25 Construction of utility infrastructure for electrical and telecommunications purposes

4321'25 Electrical Installation

4650'25 Wholesale of information technology and telecommunications products

6110'25 Wired, wireless, and satellite telecommunications

6210'25 Computer Programming

6220'25 Information technology consulting and operation of computer equipment and systems

6290'25 Other information technology services

7020'25 Business and other management consulting

7112'25 Engineering services, technical consulting

7120'25 Technical testing, analysis

7210'25 Natural sciences, technical research, and experimental development

7733'25 Rental of office machinery, equipment, and computers

9510'25 Repair and maintenance of computers and communication equipment

 

General Assembly Resolution No. 24/2025 (April 28)

(Resolution adopted with 15,326,445 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))

The General Assembly will decide today on amending the Articles of Association in accordance with the proposed text.

 

Nagytarcsa, April 28, 2025

 

Gloster Information and Communications Plc.

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