Articles of Association consolidated with amendments 04.01.2024.

Gloster Information and Communications

Publicly Traded Corporation

Articles of Association

with the changes incorporated into a unified structure

Which was prepared in accordance with the provisions of Act V of 2013 on the Civil Code (hereinafter: Civil Code), as follows.

1. The Company's Name and Registered Office

1.1 The Company’s name: Gloster Infocommunications Public Limited Company

1.2 The Company’s abbreviated name: Gloster Infokommunikációs Nyrt.

1.3 The Company’s foreign-language name: Gloster Infocommunications Public Company Limited by Shares (in English)

1.4 The Company's registered office: 2142 Nagytarcsa, Csonka János Street 1/A, Building A/2.

The Company's registered office also serves as its central administrative headquarters.

1.5 The Company's place of business: 2142 Nagytarcsa, Csonka János Street 1/A, Building A/3.

1.6 The Company's branch office:

6300 Kalocsa, Lot No. 2938/3.

3252 Erdőkövesd, 7 Hunyadi János Street

Debrecen, 77 Piac Street, Lot No. II/15, 9280.

KECSKEMÉT CAMPUS Educational Building, 6000 Kecskemét, Izsáki út 5, Lot No. 10212.

6721 Szeged, 17 Tisza Lajos Boulevard, Lot No. 2790/2/A/13 (within city limits).

7622 Pécs, 11 István Zsinkó Street, Lot No. 19038 (inner city).

1.7 Predecessor business entity: Gloster Infokommunikációs Kft. (registered office at the time of dissolution: 2142 Nagytarcsa, Csonka János utca 1/A, Building A/2). The predecessor company was dissolved through a reorganization effective January 31, 2020; the Company is its legal successor (change in corporate form).

2. The duration of the Company's operations

2.1 The Company shall exist for an indefinite period.

2.2 The Company’s fiscal year corresponds to the calendar year.

3. The Company's Areas of Activity

3.1 Main Activity:

4741 '08 Retail sale of computers, peripherals, and software

3.2 Other Areas of Activity:

1820 ’08 Other Reproductions

3320 '08 Commissioning of industrial machinery and equipment

4614 '08 Wholesale trade of machinery, ships, and aircraft through agents

4618 '08 Wholesale trade of other products by agents

4619 '08 Wholesale trade by agents dealing in a variety of products

4651 '08 Wholesale of computers, peripherals, and software

4652 '08 Wholesale of electronic and telecommunications equipment and parts

4690 '08 Wholesale trade in miscellaneous goods

4719 '08 Miscellaneous retail trade in industrial goods

4779 '08 Retail sales of used goods in stores

6202 '08 Information Technology Consulting

6209 '08 Other information technology services

7120 '08 Technical testing, analysis    

7733 '08 Office equipment rental (including: computers)

7739 '08 Rental of other machinery and equipment

9521 '08 Repair of consumer electronics

1813 '08 Prepress activities

2620 '08 Manufacture of computers and peripheral equipment

2630 '08 Manufacture of telecommunications equipment

4222 '08 Construction of utility infrastructure for electrical and telecommunications purposes

4399 '08 Other specialized construction, n.e.c.

4321 '08 Electrical Installation

4329 '08 Other building services installation        

4643 '08 Wholesale of electronic household goods

4649 '08 Wholesale of other household goods, n.e.c.      

4754 '08 Retail sale of household electrical appliances

4762 '08 Retail sale of newspapers and paper goods

4742 '08 Retail sale of telecommunications products

9512 '08 Repair of communication equipment

9529 '08 Repair of other personal and household items

6120 '08 Wireless telecommunications

6203 '08 Computer Operations

6311 '08 Data processing, web hosting services

9511 '08 Repair of computers and peripherals

7022 '08 Business and other management consulting

7112 '08 Engineering activities, technical consulting

7490 '08 Other professional, scientific, and technical activities, n.e.c.

8299 '08 Other miscellaneous business support services

6110 '08 Wired telecommunications

6190 '08 Other telecommunications

3299 '08 Other manufacturing activities not elsewhere classified

3250 '08 Manufacture of medical devices

3212 '08 Jewelry Manufacturing

3213 '08 Manufacture of fashion jewelry

1520 '08 Footwear Manufacturing

7219 '08 Other research and development in the natural sciences and engineering

2229 '08 Manufacture of other plastic products

3.3 The shareholders acknowledge that if any of the activities carried out by the Company are subject to a government license, such activity may be commenced and carried out only upon obtaining such license. The shareholders further acknowledge that the Company may engage in activities for which a qualification is required by law only if at least one person employed by the Company under a civil law or labor law employment relationship meets the qualification requirements.

4. The Company’s Share Capital and Shares

4.1 Share Capital

The Company’s authorized capital is 181,764,400 HUF (one hundred eighty-one million seven hundred sixty-four thousand four hundred forints), of which

- a cash contribution of 176,430,990 HUF (one hundred seventy-six million, four hundred thirty thousand, nine hundred ninety forints), representing 97.07% of the share capital;

- The non-monetary contribution amounts to 5,333,410 HUF (five million three hundred thirty-three thousand four hundred ten forints), which represents 2.93% of the share capital.

4.1.1 Non-monetary contributions consist of the following:

a) A share with a par value of 12,750 EUR, representing 51% of the share capital of G-Plus Consulting GmbH (registered office: Manchinger Straße 20, 85077 Manching; commercial register number: HRB 5377).

4.1.2 The Company was incorporated with a share capital of 100,000,000 HUF (one hundred million forints), which consists entirely of cash contributions and which the founding shareholder made available to the Company in full (100%) at the time of incorporation.

4.1.3 The capital increase, which was ordered by Shareholder Resolution No. 2020/04/17/04 and IG Resolution No. 2020/04/27/01 and implemented pursuant to IG Resolution No. 2020/04/30/02 IG, the Company’s share capital was increased by 55,000,000 HUF (fifty-five million forints), which consisted entirely (100%) of cash contributions, and which the investors made available to the Company in full (100%) by April 30, 2020.

4.1.4 The new shares ordered by Resolution No. 2021/06/04/04 IG, and implemented pursuant to Resolution No. 2021/06/15/04 IG, the Company’s share capital was increased by 8,546,700 HUF (eight million five hundred forty-six thousand seven hundred forints), which consists entirely (100%) of a cash contribution, and which the investors made available to the Company in full (100%) by June 11, 2021.

4.1.5 The capital increase, which was ordered by Resolution 2021/10/19/04 IG and implemented through a private placement of new shares pursuant to Resolution 2021/11/09/04 IG, the Company’s share capital was increased by 6,200,220 HUF (six million two hundred thousand two hundred twenty forints), which consisted entirely (100%) of cash contributions, and which the investors made available to the Company in full (100%) by November 9, 2021.

4.1.6 The capital increase, carried out through a private placement of new shares pursuant to Resolution No. 2022/04/01/04 IG and implemented in accordance with Resolution No. 2022/05/27/04 IG, the Company’s share capital was increased by 3,728,990 HUF (i.e., three million seven hundred twenty-eight thousand nine hundred ninety forints), which consisted entirely of (100%) a cash contribution, and which contribution was made available to the Company in full (100%) by the investors by May 27, 2022.

4.1.7 The capital increase, which was authorized and implemented by Resolution No. 2022/12/08/04 IG, the Company’s share capital was increased by 5,333,410 HUF (i.e., five million three hundred thirty-three thousand four hundred ten forints), which consisted entirely of (100%) non-cash contributions, which the investors made available to the Company in full (100%) by December 8, 2022, as follows:

The value of the non-monetary contribution detailed above was determined based on the business valuation report dated July 11, 2022, prepared by MAZARS Könyvszakértő és Tanácsadói Korlátolt Felelősségű Társaság (registered office: 1139 Budapest, Fiastyúk utca 4-8, 2nd floor, Company Registration No. 01-09-078412), based on its business valuation report dated July 11, 2022, which was audited by ECOMIX AUDIT Financial and Economic Consulting and Services Ltd. in its report dated December 5, 2022.

4.1.8 In connection with the capital increase carried out through a private placement of new shares, as ordered and implemented by IG Resolution No. 2022/12/13/01, the Company’s share capital was increased by 636,220 HUF (i.e., six hundred thirty-six thousand two hundred twenty forints), which consisted entirely of (100%) a cash contribution, and which contribution was made available to the Company in full (100%) by the investors by December 28, 2022.

4.1.9 During the capital increase—ordered and implemented by Resolution No. 2023/08/14/01 IG and carried out through a private placement of new shares—the Company’s capital stock was increased by 2,318,860,- Ft (i.e., two million three hundred eighteen thousand eight hundred sixty forints), which consisted entirely (100%) of a cash contribution, and which the investors made available to the Company in full (100%) by September 1, 2023.

4.2 Shares

4.2.1 The Company’s share capital consists of 18,176,440 (eighteen million one hundred seventy-six thousand four hundred forty) registered common shares, each with a par value of 10 HUF (ten forint). Upon its incorporation, the Company issued 1,000,000 (one million) common shares, each with a par value of 100 HUF (one hundred forint); during the capital increase specified in Section 4.1.3, an additional 550,000 (five hundred fifty thousand) each with a par value of 100 HUF (one hundred forint); during the capital increase specified in Section 4.1.4, an additional 85,467 (eighty-five thousand four hundred sixty-seven) common shares, each with a par value of 100 HUF (one hundred forint), and, during the capital increase specified in Section 4.1.5, the Company issued an additional 620,022 (six hundred twenty thousand twenty-two) common shares, each with a par value of 10 HUF (ten forint). During the capital increase specified in Section 4.1.6, the Company issued an additional 372,899 (three hundred seventy-two thousand eight hundred ninety-nine) common shares, each with a par value of 10 HUF (ten forint), and during the capital increase specified in Section 4.1.7, an additional 533,341 (five hundred thirty-three thousand three hundred forty-one) common shares, each with a par value of 10 HUF (ten forint), were issued. During the capital increase specified in Section 4.1.8, the Company issued an additional 63,622 (sixty-three thousand six hundred twenty-two) common shares, each with a par value of 10 HUF (ten forint). In the course of the capital increase specified in Section 4.1.9, the Company issued an additional 231,886 (two hundred thirty-one thousand eight hundred eighty-six) common shares, each with a par value of 10 HUF (ten forint). The form of the Company’s shares: dematerialized securities.

4.2.2 Any share issued prior to the Company’s registration in the registry and prior to full payment of the share capital or the issue price of the shares shall be null and void.

4.2.3 Shares of the same class or category with the same par value confer membership rights of the same content and extent. The General Meeting may decide, by a resolution adopted by a majority of at least three-quarters—including the votes cast by shares entitled to vote in the relevant class, category, or series of shares—to convert individual shares into shares of another class, category, or series. In addition to the foregoing, the consent of a simple majority of the shareholders of the class, category, or series of shares adversely affected by the conversion is also required for the resolution to be adopted.

5. Increase in Share Capital

5.1 The Company’s share capital may be increased or decreased in accordance with the relevant legal provisions.

5.2 The Company may increase its share capital at any time by resolution of the General Meeting or, if authorized by the Articles of Incorporation or by a resolution of the General Meeting, by resolution of the Board of Directors.

5.3 The authorized capital may be increased by:

- by issuing new shares,

- from assets in excess of the share capital,

- through the issuance of employee stock,

- as a conditional increase in share capital through the issuance of convertible or convertible-type bonds.

5.4 The General Meeting may authorize the Board of Directors to increase the share capital, with respect to any share capital increase and any class of shares. The authorization must specify:

- the maximum amount by which the Board of Directors may increase the Company's share capital,

- the method of the relevant capital increase and the method of offering the shares (privately or publicly),

- the period of up to five years during which the increase in share capital may take place.

5.5 If the Board of Directors is authorized to increase the share capital, the Board of Directors shall also 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, and the approval of interim financial statements.

5.6 Right of First Refusal

5.6.1 In the event that the share capital is increased through a cash contribution or shareholders shall be entitled to a priority right to subscribe for the new shares to be issued, up to the number of shares to which they are entitled based on the ratio of the total par value of their shares registered in the share register as of the date specified in the resolution to the total par value of all shares issued by the Companythe number of shares to which they are entitled. If, based on the ratio of the number of shares registered in the shareholder’s name in the share register to the total number of shares issued by the Company, the shareholder would be entitled to a fractional number of shares, the number of shares that the shareholder may acquire upon exercising the preemptive right shall be determined by rounding down to the nearest whole number.

5.6.2 Within three (3) business days following the general meeting’s resolution to increase the share capital through cash contributions, the Board of Directors shall publish the resolution on its website and in the

It shall inform shareholders, through the publication channels required by applicable laws, of the opportunity to exercise their preemptive rights and the manner in which to do so, including the par value or issue price of the shares available for purchase, as well as the start and end dates of the fifteen (15)-day period during which this right may be exercised.

5.6.3 A declaration regarding the exercise of the right of first refusal must be received by the Board of Directors no later than the last day of the fifteen (15)-day period. Preemptive rights may not be validly exercised after the fifteen (15)-day deadline; a shareholder who fails to submit a declaration by the deadline shall be deemed not to have exercised his or her preemptive rights with respect to the given capital increase.

5.6.4 The right of first refusal may be exercised by means of a written declaration addressed to the Board of Directors, to which a letter of commitment to purchase the shares must be attached; without such a letter of commitment, the declaration is invalid. The legal declaration may not be amended after it has been received by the Board of Directors.

5.6.5 If a shareholder wishes to exercise his or her preemptive right with respect to more shares than the number for which such right may be exercised under these Articles of Association, the shareholder’s declaration of intent to exercise preemptive rights shall be invalid with respect to those shares for which the shareholder was not entitled to exercise preemptive rights.

5.6.6 The General Meeting may restrict or exclude the exercise of subscription priority rights by a simple majority of the votes cast by the shareholders present at the General Meeting.

6. Reduction of Share Capital

6.1 The General Meeting may adopt a resolution regarding a reduction of the share capital only if the shareholders of the share class or category affected by the reduction unanimously approve it by adopting a separate resolution. In this regard, provisions regarding any restriction or exclusion of voting rights attached to the shares shall not apply.

6.2 The reduction of the share capital is effected through the cancellation of shares.

6.3 A shareholder may make a payment out of the share capital or waive an outstanding payment on a share only after the reduction of the share capital has been entered in the commercial register.

6.4 In addition to the otherwise mandatory information, the notice convening the General Meeting to decide on a reduction of the share capital must include information regarding the extent, reason, and method of implementation of the reduction, as well as, if applicable, the fact that the reduction is conditional.

7. The Company's Shareholders

The Company’s shareholders and the number of shares they hold are listed in the share register.

8. The Share Register

8.1 A general condition for the exercise of shareholder rights is the shareholder’s registration in the share register. A shareholder is entitled to exercise his or her shareholder rights vis-à-vis the Company following entry in the share register, based on proof of ownership (shareholder identification). Failure to be entered in the share register only precludes the exercise of shareholder rights; it does not affect ownership of the shares.

8.2 An entry in the share register may be refused if the shareholder acquired the shares in violation of the law or the provisions of the Articles of Association governing the transfer of shares.

8.3 A shareholder’s entry in the share register must be deleted upon request.

8.4 The Board of Directors shall maintain the Company’s share register or shall delegate its maintenance; in such a case, it shall publish the fact of the delegation and the details of the person maintaining the share register on the Company’s website.

8.5 The following must be recorded in the share register:

- the name (or business name) and place of residence (or registered office) of the shareholder or the shareholder’s authorized representative—or, in the case of jointly held shares, the joint representative—as well as their email address, if needed for communication purposes;

- the number of shares held by the shareholder (listed separately by share class);

- the extent of the shareholder's ownership interest.

8.6 Upon entry into the share register, the registrar is not required to verify the application, the certificate issued by the securities account manager, or the authenticity of the transfer. The Company disclaims any liability for any negligence on the part of shareholders’ securities account managers and for the consequences thereof.

8.7 When shareholder rights are exercised, the Company is entitled, on a case-by-case basis, to request proof of current share ownership from the shareholder.

8.8 Data must be deleted from the share register in such a way that it can still be ascertained at a later date.

9. Rights and Obligations Attached to Shares

9.1 Right to Dividends

9.1.1 Shareholders are entitled to a proportionate share (dividend) of the Company’s distributable earnings, as determined by the General Meeting, based on the par value of their shares, provided that the shareholder is listed in the share register based on the ownership verification conducted on the record date determined by the Board of Directors and announced in the notice regarding the dividend payment.

9.1.2 Upon approving the annual financial statements prepared in accordance with the Accounting Act, the General Meeting may decide on the payment of dividends based on a proposal from the Board of Directors—which has been preliminarily approved by the Supervisory Board. At least ten (10) business days must elapse. The exact date of the dividend payment shall be determined by the Board of Directors, which shall notify the shareholders thereof in a public announcement. Dividends may not be paid in the form of non-cash benefits.

9.1.3 The Company is required to comply with the Xtend General Terms and Conditions of the Budapest Stock Exchange Ltd. in effect at any given time. The ex-coupon date may be no earlier than the third (3rd) trading day following the general meeting at which the dividend and interest rates are determined. The ex-coupon date may be no earlier than the second trading day following the general meeting at which the coupon rate is determined.

9.1.4 Interim Dividend. The General Meeting may resolve to pay an interim dividend during the period between the approval of two consecutive financial statements prepared in accordance with the Accounting Act, provided that the legal conditions for such payment are met. The General Meeting may decide on the payment of an interim dividend based on a proposal from the Board of Directors—which has been preliminarily approved by the Supervisory Board. If the annual financial statements prepared after the payment of the interim dividend indicate that a dividend payment is not possible, the shareholders are required to repay the interim dividend upon the Company’s request.

9.2 Right to a share of the liquidation proceeds. If the Company is dissolved without a legal successor, the assets remaining after the creditors have been satisfied shall be distributed to the Company’s shareholders in the same proportion as they or their legal predecessors made capital contributions to the Company, subject, however, to any shares issued by the Company that grant priority rights to a share of the liquidation proceeds.

9.3 Rights of Shareholders at the General Meeting

9.3.1 Right to Participate in the General Meeting. A shareholder is entitled to participate in the General Meeting, request information, make comments and submit motions, and vote if he or she holds shares with voting rights.

9.3.2 Right to Information. With regard to any matter on the agenda of the General Meeting, the Board of Directors is required to provide each shareholder with the information necessary for the discussion of that agenda item, such that the shareholder—upon submitting a written request at least eight (8) days before the date of the General Meeting—receive the necessary information no later than three (3) days before the date of the General Meeting.

9.3.3 Right to Vote. A shareholder is entitled to one vote for each share at the General Meeting, unless the Company specifies in the share register that voting rights may not be exercised with respect to certain shares.

9.3.4 Right to Representation. A shareholder may exercise his or her shareholder rights through a proxy. A proxy may represent multiple shareholders, but a shareholder may have only one proxy. A senior officer of the Issuer, a member of the Supervisory Board, or the auditor may not serve as a proxy. The power of attorney authorizing representation must be set forth in a public document or a private document having full probative force.

A shareholder may appoint a shareholder representative to exercise the shareholder’s rights against the Issuer. The shareholder representative exercises the shareholder’s rights in his or her own name, for the benefit of the shareholder. The shareholder representative must be entered in the share register.

9.4 Minority Rights

9.4.1 Right to Convene a General Meeting. Any shareholder or shareholders of the Company who collectively hold at least one percent (1%) of the voting rights may, at any time, request that a General Meeting of the Company be convened, specifying the reason and purpose. If the Board of Directors fails to take steps to convene the General Meeting at the earliest possible date within eight (8) days of receiving the request, the General Meeting shall be convened by the petitioners

At the request of the petitioner, the court of registration shall convene the meeting or authorize the petitioners to convene it.

9.4.2 Right to Add Items to the Agenda. If a shareholder or shareholders of the Company who collectively hold at least one percent (1%) of the voting rights submit a proposal to amend the agenda—in accordance with the rules governing the level of detail of the agenda—or a draft resolution relating to an agenda item already on the agenda or to be added to it, to the Board of Directors within eight (8) days from the publication of the notice convening the General Meeting; the Board of Directors shall publish a notice regarding the amended agenda and the draft resolutions submitted by the shareholders following receipt of such proposals. The matter specified in the notice shall be deemed to have been placed on the agenda.

9.4.3 The Right to Initiate a Special Audit

. If the General Meeting has rejected or failed to put to a vote a motion calling for the most recent financial statements, or any financial event or commitment related to the Board of Directors’ activities over the past two years, to be examined by an independent auditor specifically appointed for this purpose, provided that such an audit shall be conducted at the request of a shareholder or shareholders holding at least one percent (1%) of the voting rights, submitted to the General Meeting within a (30) days from the General Meeting, the court of registration shall order such an audit at the Company’s expense and appoint the auditor.

9.4.4 Any shareholder or shareholders of the Company who collectively hold at least one percent (1%) of the voting rights may request the court of registration to appoint an auditor for the benefit of the shareholders, to be paid from the Company’s equity, for the purpose of examining the legality of a payment made in accordance with the shareholders’ membership rights, within a one (1)-year statute of limitations period from the date of the relevant payment, provided that, as a result of the payment, the Company’s equity does not fall below or would fall below the Company’s authorized capital or would jeopardize the Company’s solvency.

9.4.5 Right to Initiate the Enforcement of a Claim. If the General Meeting has rejected or failed to put to a vote a motion to enforce a claim that the Company may have against a shareholder, an executive officer, a member of the Supervisory Board, or the auditor, then the shareholder or shareholders of the Company who collectively hold at least one percent (1%) of the voting rights may themselves enforce the claim on behalf of and for the benefit of the Company within a thirty (30)-day statute of limitations period from the date of the General Meeting.

9.5 Obligations and Responsibilities of Shareholders: Obligation to Make a Capital Contribution. A shareholder is obligated to make a capital contribution—in cash or in kind—to the Company in an amount equal to the par value or issue price of the shares received or subscribed to by the shareholder. If the shareholder fails to make the agreed capital contribution by the prescribed date, the Board of Directors shall issue a notice to the shareholder demanding performance, setting a thirty (30)-day deadline and specifying the legal consequences. Upon the expiration of this deadline without result, the shareholder’s status as a shareholder shall terminate. The former shareholder shall be liable for any damages caused to the Company by such failure to comply, in accordance with the rules governing liability for damages resulting from breach of contract.

10. The General Assembly

10.1 General Provisions, Participation in the General Meeting

10.1.1 The General Meeting is the Company’s supreme body: the shareholders exercise the decision-making powers granted to them by law or the Articles of Association at the General Meeting, which consists of all shareholders.

10.1.2 Shareholders or their proxies may participate in and vote at the General Meeting only if they are registered in the Company’s share register no later than the second (E-2) business day preceding the start of the General Meeting.

10.1.3          

Shareholder Verification. Matters related to the shareholder register closure prior to the General Meeting

In the event of a reconciliation, the registrar shall delete all data in the share register that was in effect at the time of the ownership reconciliation and, at the same time, enter the data corresponding to the results of the ownership reconciliation into the

It shall be entered in the share register and closed with the shareholder identification data. Thereafter, an entry in the share register concerning a shareholder’s shareholding may be made no earlier than the business day following the adjournment of the General Meeting.

10.1.4 The transfer of a share following the verification of ownership does not affect the right of the person registered in the share register to participate in the General Meeting or to exercise shareholder rights at the General Meeting.

10.1.5 A shareholder may not exercise his or her voting rights by mail prior to the General Meeting; participation in the General Meeting is limited to in-person attendance.

10.2 Matters within the jurisdiction of the General Meeting. The General Meeting has jurisdiction over all matters that are assigned to its exclusive jurisdiction by law or by these Bylaws, including, in particular:

10.2.1 the adoption and amendment of the articles of association;

10.2.2 a resolution to change the Company’s legal form;

10.2.3 a decision to delist the Company’s shares from a regulated market or a multilateral trading facility, or to transfer them to another market;

10.2.4 deciding on the Company’s reorganization, merger, or dissolution without a legal successor;

10.2.5 a resolution on providing financial assistance in connection with the acquisition by a third party of shares issued by the Company;

10.2.6 resolution to reduce the share capital;

10.2.7 a resolution to increase the authorized capital, or to authorize the Board of Directors to increase the authorized capital;

10.2.8 the election and removal of members of the Board of Directors, and the determination of their compensation;

10.2.9 the election and removal of members of the Supervisory Board, and the determination of their compensation

10.2.10 the election and removal of members of the Audit Committee, and the determination of their compensation;

10.2.11 the election and removal of the permanent auditor, and the determination of the auditor’s compensation;

10.2.12 a resolution on the guidelines for the long-term compensation and incentive system for members of the Board of Directors and senior executives;

10.2.13 a resolution on the approval of the annual financial statements and the corporate governance report as required by applicable laws and stock exchange rules;

10.2.14 resolution on the appropriation of net income after taxes;

10.2.15 a resolution on the acquisition of treasury stock, as well as authorizing the Board of Directors to acquire treasury stock;

10.2.16 the issuance of convertible bonds with subscription rights, and the authorization of the Board of Directors to issue convertible bonds;

10.2.17 a decision to pursue a claim for damages against a member of the Board of Directors or the Independent Auditor;

10.2.18 resolution to amend the rights associated with each class of shares;

10.2.19 supports or rejects the Compensation Policy and the Compensation Report in a non-binding vote;

February 10, 2020 resolution on the discharge of the members of the Board of Directors;

10.2.21 Decisions on all matters that legislation or the Articles of Association assign to the exclusive authority of the General Meeting.

                  The General Meeting shall decide on the matters set forth in sections 10.2.1–10.2.6 above, as well as on matters prescribed by the Civil Code, by a three-quarters (¾) majority of the votes represented (present) at the General Meeting; in all other matters, the General Meeting shall adopt its resolutions by a simple majority. Decisions regarding an increase in the share capital (10.2.7) and changes to the rights attached to specific classes of shares (10.2.18) require the consent of the shareholders of the relevant classes of shares, adopted by a simple majority.

10.3 With regard to Section 10.2.3, the Company expressly undertakes that, in accordance with the provisions of Section 63(7) of Act CXX of 2001 on the Capital Market (hereinafter: “Tpt.”) , the Company will grant the right of sale to shareholders who do not support the general meeting’s decision on delisting, under the same conditions as those set forth in the Tpt. In this regard, the provision of this section is considered by the Budapest Stock Exchange Ltd. (as the market operator) and the Company to be a contractual undertaking by the Company in favor of a third party pursuant to Section 6:136 of the Civil Code, whereby the Company agrees that, with reference to the Budapest Stock Exchange Xtend General Terms and Conditions in effect at any given time, the shareholder concerned may directly demand that the Company purchase his or her shares in accordance with Section 63(7) or Section 63/A of the Securities Act. The shareholder may demand fulfillment of the above purchase obligation stipulated in his or her favor after becoming aware of the Company’s general meeting resolution regarding delisting, given that notification of the obligation in favor of the shareholder under this provision is deemed to have occurred, on the one hand, through the publication of the Budapest Stock Exchange Xtend General Terms and Conditions, as in effect at any given time, in a manner accessible to anyone, and, on the other hand, through the shareholder’s becoming aware of the Company’s decision to delist.

10.4 Rules for Convening the General Assembly

10.4.1 The General Meeting must be convened at least once a year—for the purpose of approving the financial statements in accordance with the Accounting Act—(annual regular General Meeting).

10.4.2 If an extraordinary General Meeting is convened at the initiative of the person acquiring control—either due to a shareholder resolution regarding a public tender offer for the Company’s shares or following a successful public tender offer— the General Meeting must be convened at least fifteen (15) days prior to its start date.

10.4.3 The Board of Directors shall convene the General Meeting by publishing a notice of meeting and shall ensure that the notice of the General Meeting is published on the Company’s website and in the places of publication prescribed by applicable law at least thirty (E-30) days prior to the start date of the General Meeting. With the consent of all shareholders, the General Meeting may be convened at an earlier date.

10.4.4 The General Meeting shall be held at the Company’s registered office, but the Board of Directors is authorized to designate another location.

10.4.5 The Board of Directors may invite any person to the General Meeting and grant that person the right to express an opinion or make a statement if it believes that such person’s presence and opinion will contribute to informing the shareholders or assist in the decision-making process at the General Meeting.

10.4.6 The invitation includes:

- the Company's name and registered office,

- the date and domestic location of the General Assembly,

- the agenda of the General Assembly,

- the conditions for exercising the right to add items to the agenda,

- the manner in which the General Assembly is to be held,

- the conditions set forth in the articles of association for exercising voting rights,

- the location where the original and full-text versions of draft resolutions and documents to be submitted to the General Assembly are available,

- the time and place of the rescheduled General Assembly in the event that the General Assembly lacks a quorum.

10.4.7 In addition to the information contained in the invitation, the Company shall publish the following on its website at least twenty-one (21) days prior to the General Meeting:

- aggregate data on the number of shares outstanding and the proportion of voting rights as of the date of the meeting, including separate aggregates for each class of shares;

- proposals related to the items on the agenda, the relevant reports from the audit committee or the auditors, and the proposed resolutions;

- the forms to be used for voting by proxy or by mail, if they were not sent directly to the shareholders.

The deadline for providing information regarding the financial statements prepared in accordance with the Accounting Act and the key data in the Board of Directors’ report is fifteen (E-15) days prior to the General Meeting.

10.4.8 Shareholders who so desire must be sent the materials to be disclosed for the general meeting electronically at the same time the materials are made public.

10.4.9 Attendance Sheet. An attendance sheet must be prepared for the shareholders present at the General Meeting. The attendance sheet shall include:

- the names and places of residence or registered offices of the shareholders or their representatives;

- the number of shares held by the shareholders;

- the number of votes to which shareholders are entitled;

- any changes in the composition of those present during the General Assembly.

The attendance sheet is certified by the signatures of the chair of the General Assembly and the minute-taker.

10.5 Quorum; General Rules for the Exercise of Voting Rights

10.5.1 The General Meeting has a quorum if shareholders entitled to vote, representing more than half of the total number of votes that may be cast, are present.

10.5.2 Each common share with a par value of 10 HUF (ten forint) entitles the holder to one vote.

10.5.3 A quorum must be verified before every decision is made.

10.5.4 If a shareholder is not entitled to vote on a particular matter, that shareholder shall be disregarded when determining the quorum for the adoption of the relevant resolution.

10.5.5 When a decision is being made, the following person may not vote:

- any person whom the resolution exempts from an obligation or liability or grants any other benefit at the Company’s expense;

- with whom a contract must be entered into pursuant to the decision;

- against whom legal action must be brought pursuant to the decision;

- anyone whose relative has an interest in the decision but is not a shareholder of the Company;

- who has a relationship with another organization with an interest in the decision that is based on majority control; or

- who, incidentally, had a personal interest in the decision.

10.6 Recalled General Meeting. If the General Meeting does not have a quorum, the reconvened General Meeting shall have a quorum for the matters on the original agenda regardless of the voting rights represented by those present, provided that it is convened for a date at least ten (10) days and no more than twenty-one (21) days after the original date.

10.7 Suspension of the General Meeting. The General Meeting may suspend its session once, for a period not exceeding thirty (30) days. At a General Meeting held as a continuation of a suspended meeting, the quorum shall be determined in the same manner as at the start of the General Meeting. In the case of a General Meeting held as a continuation of a suspended meeting, the rules governing the convening of the General Meeting and the election of its officers shall not apply.

10.8 Conduct of the General Assembly, the minutes

10.8.1 The General Meeting shall be presided over by the Chair of the Board of Directors or by a person designated by the Board of Directors for this purpose.

10.8.2 The Chair of the General Assembly:

- opens the General Assembly;

- examines whether the General Assembly was convened in accordance with the rules;

- verifies the powers of attorney and authority to represent of the shareholders' representatives;

- determines whether the General Assembly has a quorum and the number of votes that may be cast, and, in the event of a lack of quorum, adjourns the General Assembly;

- makes recommendations to the General Meeting regarding the appointment of the minute-taker, the vote-counter, and the shareholder authorized to certify the minutes;

-        

conducts the meeting in the order of business specified in the invitation and presents the proposed resolutions;

- calls for a vote, announces the results, and communicates the General Assembly’s resolution;

- orders a recess, declares the General Assembly suspended, or adjourns it;

- is responsible for preparing the minutes of the general meeting and the attendance sheet.

10.8.3 Minutes must be taken of the General Assembly. The minutes shall include:

- the Company's name and registered office;

- the manner, place, and time of the General Assembly meeting;

- the names of the presiding officer of the General Assembly, the minute-taker, the vote-counter, and the person certifying the minutes;

- the most important events that took place at the General Assembly and the motions that were presented;

-        

the proposed resolutions; for each resolution, the number of valid votes that may be cast and the number of votes actually cast; the percentage of the share capital represented by these votes; and the number of votes cast, votes against, and abstentions.

10.8.4 The minutes shall be signed by the chair of the General Meeting and the minute-taker, and shall be certified by the shareholder elected as certifying officer.

10.8.5 The Board of Directors is required to submit the minutes of the General Meeting and the attendance sheet to the court of registration within thirty (30) days following the conclusion of the General Meeting.

10.8.6 Any shareholder may request that the Board of Directors provide a copy of the minutes of the general meeting or an excerpt containing part of the minutes, which the Board of Directors is required to provide.

10.8.7 The Company shall publish the resolutions adopted by the General Meeting on its website and in the venues for publication specified by law.

10.9 Electronic General Meeting

10.9.1. At the initiative of the Board of Directors, the General Meeting may be held via teleconference or videoconference (Electronic General Meeting), unless any shareholder expressly requests that the meeting be held in person.

10.9.2.   In this case, in addition to the information specified in Section 10.4.6, the notice of the general meeting must include the access details for the telephone or video conference, the necessary telephone number or other means of access, as well as the code or password required to join the telephone or video conference and to identify participating members.

10.9.3 A shareholder’s presence at an Electronic General Meeting shall be considered in-person participation if the shareholder can hear everything said at the General Meeting throughout its entire duration and is given the opportunity to speak.

10.9.4 The proceedings of the Electronic General Meeting, as well as the resolutions adopted there, must be recorded and preserved on a data storage medium.

10.9.5 Following the opening of the Electronic General Meeting, the shareholders shall elect a person to record the proceedings of the General Meeting, who shall ensure that the proceedings are recorded by means of audio or video recording.

10.9.6 Resolutions adopted at the Electronic General Meeting shall be recorded in the minutes based on the recorded audio, which shall be certified by the Board of Directors.

10.9.7 In all other respects, the general rules governing the General Meeting shall apply to the Electronic General Meeting.

11. Board of Directors

11.1 A Board of Directors shall be established at the Company, which shall serve as the Company’s executive body.

11.2 In the course of their duties, members of the Board of Directors are required to act in the best interests of the Company.

11.3 The Board of Directors shall consist of at least three (3) members; its members and its first chairperson shall be elected by the General Assembly, while the Board shall elect its subsequent chairperson from among its own members.

11.4 Membership on the Board of Directors is established upon acceptance by the person appointed by the General Meeting; the members of the Board of Directors are the Company’s executive officers.

11.5 The term of office of a member of the Board of Directors shall terminate in the following cases:

- by recall by the General Assembly;

- after a specified period of time (in the case of a fixed-term appointment);

- upon the occurrence of a condition precedent (in the case of an appointment subject to a condition precedent);

- by cancellation;

- death;

- by restricting the member’s legal capacity to the extent necessary for the performance of his or her duties;

- upon the occurrence of grounds for disqualification or a conflict of interest involving the member.

11.6 Recall. A member of the Board of Directors may be recalled by the General Meeting at any time; however, the General Meeting may recall no more than one (1) member of the Board of Directors at a time; furthermore, no additional member(s) of the Board of Directors may be removed within twelve (12) months following a General Meeting at which a decision to remove a member of the Board of Directors was made.

11.7 Resignation. A member of the Board of Directors may resign from office at any time by submitting a statement addressed to the Company, to the Chair of the Board of Directors, to any other member of the Board, or to the General Meeting. If the Company’s continued operation so requires, the resignation shall take effect only upon the appointment or election of a new member of the Board of Directors; failing that, it shall take effect no later than the sixtieth (60th) day following the date of notification.

11.8 If the number of members of the Board of Directors falls below three (3) or if the Board is unable to function for any other reason (including, but not limited to, the absence of a person authorized to convene a meeting), the Board of Directors shall be required to notify the General Meeting.

11.9 Conflict of Interest. A member of the Board of Directors may not acquire an interest in another business entity that designates the same activity as its primary business—with the exception of the acquisition of shares in a publicly traded corporation— nor may they serve as an executive officer or member of the Supervisory Board in another business entity whose primary business activity is the same as that of the Company, except for holding such a position in the Company’s affiliated entities or if approved by a resolution of the General Meeting. If a member of the Board of Directors were to accept an appointment as an executive officer, he or she must notify the Company in writing in advance of accepting the new executive officer appointment by means of a statement addressed to the Chair of the Board of Directors or any other member of the Board.

11.10 Members of the Board of Directors

Chair: Viktor Szekeres

Address: 1146 Budapest, Dózsa György út 91, 1st floor, apt. 3

The appointment is for an indefinite term.

Start Date of the Appointment: Effective Date

Tag: Katalin Lódi

Address: 12 Szőlő Street, Csömör, 2141

The appointment is for an indefinite term.

Start Date of the Appointment: Effective Date

Tag: Viktor Sum

Address: 2112 Veresegyház, 8 Bihari János Street, Building C.

The appointment is for an indefinite term.

Start Date of the Appointment: Effective Date

Tag: Attila Gayer

Address: 2481 Velence, Sirály Street 15.

The appointment is for an indefinite term.

Start date of the appointment: August 31, 2020.

Tag: Tamás Járdán

Address: 1122 Budapest, Csaba u. 6 II/10.

The appointment is for an indefinite term.

Start date of the appointment: November 15, 2021.

Tag: Péter Oszlánszki

Address: 1095 Budapest, Mester Street 73, Door 1

The appointment is for an indefinite term.

Start date of the appointment: May 16, 2023

11.11 Members of the Board of Directors are required to maintain the confidentiality of any trade secrets that come to their knowledge in the course of their duties, without any time limit.

11.12 Duties and Powers of the Board of Directors

The Board of Directors is responsible for deciding on all matters that do not fall within the exclusive authority of the General Meeting, or that are assigned to the Board of Directors by law and the Articles of Association, including, in particular:

11.12.1 managing the Company’s operations;

11.12.2 maintaining the Company’s share register or delegating such responsibility (the fact of the delegation and the personal information of the person to whom the responsibility is delegated must be disclosed);

11.12.3 appointing the Chief Executive Officer and Deputy Chief Executive Officer(s), exercising the employer’s rights with respect to them, overseeing their performance, and determining their compensation in accordance with the guidelines established by the General Assembly;

11.12.4 granting or revoking the authority to sign on behalf of the Company to its employees with respect to specific categories of matters;

11.12.5 the proper maintenance of the Company’s business records, and in particular the preparation of the Company’s financial statements in accordance with the Accounting Act and its proposal regarding the use of the auditor’s opinion, and the submission of these to the General Meeting;

11.12.6 preparing the Company’s annual and long-term (financial, development, and business) programs, annual financial, development, and business plans, and business policy concepts, and monitoring their implementation;

11.12.7 convening and organizing the General Assembly; formulating preliminary positions on matters requiring a decision by the General Assembly; and submitting proposals;

11.12.8 submission of a resolution proposal regarding the election of the Company’s auditor;

11.12.9 submitting to the Annual General Meeting a report describing the Company’s corporate governance practices, prepared in accordance with the requirements for entities listed on the Budapest Stock Exchange, and fulfilling the mandatory reporting requirements to other authorities and bodies;

12/11/10 acquisition of treasury stock pursuant to authorization by the General Meeting, or in the context of court proceedings aimed at settling a claim to which the Company is entitled, or in the course of a reorganization;

12/11/11 submitting the corporate governance report to the General Meeting, as well as preparing periodic reports (annual General Meeting reports and quarterly Supervisory Board reports);

12/11/12 deciding on all matters that are not assigned to the General Assembly by law, the General Assembly, or the Articles of Association,

12/11/13 decisions to take out a loan, provide a guarantee, or assume any other financial obligation, even if such action deviates from the Company’s normal financial activities or course of business;

12/14/11 preparing or adopting mandatory reports and regulations for the general meeting (including, in particular, the compensation policy and the compensation report),

12/15/11 The Board of Directors may, at its discretion, assume jurisdiction over matters related to the organization of work, provided that such matters do not fall within the jurisdiction of other bodies.

11.13 Members of the Board of Directors may petition the court to set aside a resolution adopted by the General Meeting or other bodies of the Company if the resolution violates the law or is contrary to the Articles of Association.

11.14 The detailed rules governing the operation of the Board of Directors are set forth in the rules of procedure prepared by the Board of Directors, including the rules regarding quorum and decision-making. Pursuant to the Board’s Rules of Procedure, the Board may delegate specific tasks and powers falling within its scope of duties and authority to designated members of the Board.

12. Chief Executive Officer, Deputy Chief Executive Officers, Company Manager

12.1 Based on a decision by the Board of Directors, the Company may appoint a Chief Executive Officer and one or more Deputy Chief Executive Officers, who shall be elected by the Board of Directors. The CEO and the Deputy CEOs are employed by the Company; the Board of Directors exercises the employer’s rights over them, and the Board of Directors is represented in dealings with them by the Board member designated for this purpose (or, in the absence of such a member, by the Chair of the Board of Directors).

12.2 The Company may appoint a managing director.

13. Representation of the Company and Signing on Behalf of the Company

13.1 The Company is legally represented by Viktor Szekeres (mother’s name: Katalin Szabó; date of birth: August 7, 1980), as Chairman of the Board of Directors, and the following members of the Board of Directors, acting independently: Katalin Lódi (mother’s name: Margit Vigh; date of birth: August 30, 1976), Viktor Sum (mother’s name: Erzsébet Fodor; date of birth: June 30, 1973), and Péter Oszlánszki (mother’s name: Ilona Hajdu; date of birth: September 28, 1983).

Attila Gayer (mother’s name: Elvira Hende; address: 2481 Velence, Sirály Street 15) and Tamás Járdán (mother’s name: Erzsébet Vass; address: 1122 Budapest, Csaba Street 6 II/10) do not exercise the right to sign on behalf of the company or to represent it.

On behalf of the Company, Tibor Kiss (mother’s name: Ilona Kiss; date of birth: April 6, 1986), division manager, exercises the right to sign on behalf of the Company and the right to represent the Company independently.

13.2 The Board of Directors may, by written declaration, authorize the Company’s employees to represent the Company with respect to a specific category of matters. An employee granted the right of representation with respect to a specific category of matters shall have the right of representation

He or she may exercise this right, either independently or jointly (together with another representative who has been granted joint representation rights), for the duration of the authorization.

13.3 Any restriction on the right of representation of the Company’s representative registered in the commercial register and/or any condition or requirement for approval of such representative’s statements vis-à-vis third parties shall be effective only if it is evident from the commercial register or if the third party is aware of, or should have been aware of, such restriction or condition.

13.4 The Company's Signature Authority

13.4.1 The Company is represented in writing by persons authorized to sign on its behalf. A person authorized to sign on behalf of the Company must sign in the name of the Company in the manner and form specified in his or her certified statement of signature authority.

13.4.2 Persons authorized to sign on behalf of the company: Viktor Szekeres (mother’s name: Katalin Szabó; date of birth: August 7, 1980), as Chairman of the Board of Directors; Katalin Lódi (mother’s name: Margit Vigh; date of birth: August 30, 1976); Viktor Sum (mother’s name: Erzsébet Fodor; date of birth: June 30, 1973); Tibor Kiss (mother’s name: Ilona Kiss; date of birth: April 6, 1986), and Péter Oszlánszki (mother’s name: Ilona Hajdu; date of birth: September 28, 1983).

13.4.3 Attila Gayer (mother’s name: Elvira Hende; address: 15 Sirály Street, Velence, 2481) and Tamás Járdán (mother’s name: Erzsébet Vass; address: 6 II/10 Csaba Street, Budapest, 1122) do not exercise the right to sign on behalf of the company or represent it.

13.4.4 In addition to the foregoing, an employee of the Company may be granted the authority to sign on behalf of the Company, either individually or jointly, based on a resolution (authorization) of the General Meeting or the Board of Directors to that effect.

14. Supervisory Board

14.1 The Supervisory Board is the Company’s supervisory body; it oversees the Company’s management on behalf of the shareholders and the General Meeting.

14.2 The members of the Supervisory Board are required to act in person in the performance of their duties; they are independent of the Company’s management and may not be given instructions in the course of their activities. The Supervisory Board acts as a body; however, it may distribute its supervisory duties among its members on a permanent basis or based on case-by-case decisions.

14.3              

The Supervisory Board shall establish its own rules of operation and rules of procedure, subject to approval by the General Assembly.

14.4 Members of the Supervisory Board shall be liable to the Company for any damages caused to the Company by their failure to perform or improper performance of their supervisory duties, in accordance with the rules governing liability for damages resulting from breach of contract.

14.5 The Supervisory Board shall consist of at least three (3) natural persons, and the majority of its members must be independent members, as defined in Section 3:287 of Act V of 2013 on the Civil Code. The members of the Supervisory Board are elected by the General Meeting, while the Supervisory Board elects its chairperson from among its own members.

14.6 The initial members of the Supervisory Board shall serve for the period from the Effective Date through May 31, 2023 (members of the Supervisory Board elected thereafter shall not be listed in the Articles of Association):

Member: Zoltán Megyesi (independent member)

Mother's name: Etelka Smaraglai

Address: 1164 Budapest, Kőműves Street 15.

Term of the appointment: for the period ending on May 31, 2023.

Effective Date of the Appointment: the Date of Entry into Force.

Member: Henrietta Mária Kocsor (independent member)

Mother's name: Mária Besenyei

Address: 2120 Dunakeszi, 118 Rákóczi út.

Term of the appointment: for the period ending on May 31, 2023.

Effective Date of the Appointment: the Date of Entry into Force.

Member: Dr. Attila Ernő Pintér (independent member)

Mother's name: Mária Nagy

Address: 1066 Budapest, Jókai Street 24, Ground Floor, No. 3

Term of the appointment: for the period ending on May 31, 2023.

Effective Date of the Appointment: the Date of Entry into Force.

14.7 The term of office of members of the Supervisory Board may be terminated in the following cases:

- by recall by the General Assembly;

- after a specified period of time (in the case of a fixed-term appointment);

- upon the occurrence of a condition precedent (in the case of an appointment subject to a condition precedent);

- by cancellation;

- death;

- by restricting the member’s legal capacity to the extent necessary for the performance of his or her duties;

- upon the occurrence of grounds for disqualification or a conflict of interest involving the member.

14.8 Resignation. A member of the Supervisory Board may resign from office at any time by submitting a written statement addressed to the Company and directed to the Board of Directors. If the Company’s continued operation so requires, the resignation shall take effect only upon the appointment or election of a new member of the Supervisory Board; in the absence thereof, it shall take effect no later than the sixtieth (60th) day following the date of notification.

14.9 If the number of members of the Supervisory Board falls below three (3) for any reason, the Company’s management is required to call a General Meeting in order to restore the proper functioning of the Supervisory Board.

14.10 A member of the Supervisory Board may not acquire an interest in another business entity that lists the same activity as its primary business as the Company does, nor may they serve as an executive officer or member of the Supervisory Board in any other business entity whose primary business activity is the same as that of the Company, except for the Company’s affiliated entities, or if approved by a resolution of the General Meeting. If a member of the Supervisory Board accepts another executive position, he or she must notify the Company in writing in advance of accepting the new executive position.

14.11 Members of the Supervisory Board are required to maintain the confidentiality of any trade secrets that come to their knowledge in the course of their duties, without any time limit.

14.12 Duties and Powers of the Supervisory Board

14.12.1 A member of the Supervisory Board may petition the court to set aside a resolution adopted by the General Meeting or other bodies of the Company if the resolution violates the law or is contrary to the Articles of Association.

14.12.2 If a resolution adopted by the General Meeting or other bodies of the Company is challenged by an executive officer of the Company, and there is no other executive officer of the Company who could represent the Company, the Company shall be represented in the lawsuit by a member of the Supervisory Board designated by the Supervisory Board.

14.12.3 The Supervisory Board is required to review all significant proposals submitted to the General Meeting or the Board of Directors and to present its position on such proposals at the General Meeting or at a meeting of the Board of Directors.

14.12.4 The General Meeting may adopt a resolution regarding the financial statements prepared in accordance with Act C of 2000 on Accounting and the appropriation of net income only after receiving a written report from the Supervisory Board. The approval of the Supervisory Board is required for the adoption of a proposal by the Board of Directors regarding an interim dividend.

14.12.5 The Supervisory Board conducts the audits it has ordered either with the participation of its members or by engaging external experts.

14.13            

A member of the Supervisory Board or an external expert appointed by the Supervisory Board may inspect the Company’s records, accounting records, and books of the Company; may request information from senior officers and employees of the Company; and may examine the Company’s payment accounts, cash on hand, securities and inventory, as well as its contracts, and may have them examined by an expert.

14.14 If, in the opinion of the Supervisory Board, the activities of the Company’s management violate any provision of law or the Articles of Association, or are otherwise contrary to the resolutions of the General Meeting, or otherwise harm the interests of the Company or the General Meeting, it shall immediately inform the General Meeting thereof and make a recommendation for appropriate action.

15. Audit Committee

15.1 The Audit Committee is the Company’s supervisory body, which assists the Supervisory Board in overseeing the financial reporting system, selecting the auditor, and cooperating with the auditor.

15.2 The Audit Committee acts as a body; however, it may distribute its audit responsibilities among its members on a permanent basis or based on case-by-case decisions. Members of the Audit Committee are required to participate personally in the work of the Audit Committee. Members of the Audit Committee may not be given instructions regarding their activities.

15.3 Duties and Powers of the Audit Committee

15.3.1 The Audit Committee monitors the effectiveness of the Company’s internal control and risk management systems, as well as the financial reporting process, and makes recommendations as necessary.

15.3.2 The Audit Committee monitors the statutory audit of the annual financial statements, taking into account Act LXXV of 2007 on the Hungarian Chamber of Auditors, on the Hungarian Chamber of Auditors, Auditing Activities, and Public Oversight of Auditors, and the findings and conclusions reached during the quality control procedures conducted in accordance with the Act by the authority responsible for public oversight of auditors.

15.3.3 The Audit Committee shall review and monitor the independence of the permanent auditor, with particular regard to the specific requirements concerning the statutory audit of public-interest entities set forth in regarding compliance with the provisions of Article 5 of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014.

15.3.4 At least twenty-one (21) days prior to the annual General Meeting, the Audit Committee shall prepare a written report for the General Meeting on its findings regarding matters within its purview.

15.3.5 The General Assembly may only make a decision regarding the annual financial statements prepared in accordance with the Accounting Act and the appropriation of net income after reviewing the Audit Committee’s written report.

15.3.6 In order to perform their duties, and to the extent necessary for that purpose, members of the Audit Committee may inspect the Company’s books, request information from members of the Board of Directors and the Company’s employees, and examine—or have an expert examine—the Company’s cash, securities, and inventory, contracts, and bank accounts, or have them examined by an expert.

15.3.7 The Audit Committee shall establish its own rules of procedure and other rules governing its operations.

15.3.8 Members of the Audit Committee are required to maintain the confidentiality of any trade secrets that come to their knowledge in the course of their duties, without any time limit.

15.4 Election and Termination of the Terms of Office of Audit Committee Members

15.4.1 The Audit Committee consists of three (3) members, who are elected by the General Meeting from among the independent members of the Supervisory Board, provided that the Audit Committee must include at least one member with professional qualifications in accounting or auditing, and that its members collectively possess expertise related to the sector in which the Company operates.

15.4.2 The chair of the Audit Committee is elected by the members of the Audit Committee from among themselves.

15.4.3 Conflict of Interest. A member of the Audit Committee may not acquire an interest in another business entity that lists the same primary business activity as the Company, nor may such a member serve as an executive officer or a member of the Supervisory Board in another business entity engaged in the same primary business activity as the Company. If a member of the Audit Committee were to accept an appointment as an executive officer, he or she must notify the Company in writing in advance of accepting the new executive officer appointment by means of a statement addressed to the Chairman of the Board of Directors or any other member of the Board.

15.4.4 The term of office of a member of the Audit Committee shall terminate in the following cases:

- by recall by the General Assembly;

- after a specified period of time (in the case of a fixed-term appointment);

- upon the occurrence of a condition precedent (in the case of an appointment subject to a condition precedent);

- the loss of independence;

- by resignation;

- death;

- by restricting the member's legal capacity to the extent necessary for the performance of his or her duties;

- upon the occurrence of grounds for expulsion or a conflict of interest involving the member.

16. Permanent Auditor

16.1 The Company’s operations and its financial and asset position are audited by the permanent auditor. The permanent auditor is responsible for issuing an independent report following the audit of the Company, stating whether the Company’s financial statements comply with applicable laws and regulations and whether they present a true and fair view of the Company’s assets, financial position, and results of operations.

16.2 Permanent Auditor and the General Meeting. The Company is required to have the accuracy and compliance with the law of its financial statements, prepared in accordance with the Accounting Act, verified by an auditor. The permanent auditor must be invited to the General Meeting at which the annual financial statements prepared in accordance with the Accounting Act are discussed and is required to attend, provided that his or her absence does not prevent the General Meeting from being held.

16.3 Permanent Auditor and the Board of Directors. The permanent auditor may attend meetings of the Board of Directors (with the right to participate in deliberations), or may be invited to such meetings by members of the Board of Directors, in which case the permanent auditor is required to attend. The Board of Directors is required to place matters proposed by the permanent auditor on its agenda. At the request of the Board of Directors, the permanent auditor is required to review any material business report to be submitted to the General Meeting to ensure that it contains accurate data and complies with legal requirements. The Board of Directors is required to place matters proposed by the permanent auditor on its agenda.

16.4 If the permanent auditor detects a change in the Company’s assets that jeopardizes the satisfaction of claims against the Company, or if the auditor detects circumstances that give rise to the liability of members of the executive management as defined by law, he or she is obligated to request that the Board of Directors take the necessary measures to enable the General Meeting to make a decision; if this request is unsuccessful, the auditor is obligated to notify the commercial court exercising legal supervision over the Company.

16.5 In order to perform his or her duties, and to the extent necessary for that purpose, the permanent auditor may inspect the Company’s books, request information from members of the Board of Directors and the Company’s employees, and examine the Company’s cash, securities, and inventory, contracts, and bank accounts.

16.6 The permanent auditor may not provide any services to the Company, nor may it enter into any collaboration with the Board of Directors that would jeopardize the objective and independent performance of its audit duties; and may perform other activities for the Company only if the subject matter of the engagement does not affect the auditor’s duties and responsibilities set forth in the engagement letter for the regular audit. If the regular auditor is a business entity, the person responsible for the audit may not perform work for the Company under any other engagement.

16.7 The permanent auditor is required to treat all information obtained about the Company as a trade secret.

16.8 The liability of the permanent auditor is governed by the liability rules set forth in the laws governing auditors and in the Civil Code.

16.9 Appointment and Termination of the Permanent Auditor

16.9.1 The Company’s permanent auditor is elected by the General Meeting for a fixed term of no more than five (5) years, and the General Meeting also determines the auditor’s compensation (in the absence of a General Meeting resolution to the contrary, the remuneration shall be equal to the remuneration set by the General Meeting for the previous term). The term of office of the permanent auditor may not be shorter than the period extending from the General Meeting that elects the auditor to the General Meeting that approves the annual financial statements for the relevant fiscal year.

16.9.2 A person (as an individual auditor) or business entity may be elected as the permanent auditor if such person or entity is listed in the register of auditors in accordance with the relevant laws. A shareholder of the Company, a member of the Board of Directors or a relative thereof, or an employee of the Company may not serve as the Company’s permanent auditor for a period of three (3) years following the termination of such status.

16.9.3 If the permanent auditor is a business entity, it must designate a senior officer or employee who is personally responsible for the audit; such a person may be designated only with the approval of the general meeting.

16.9.4 Within ninety (90) days of the permanent auditor’s election, the Board of Directors shall enter into a contract of engagement with the auditor in accordance with the provisions of civil law, based on the terms and remuneration prescribed by the General Meeting. If the contract is not concluded within this period, the General Meeting shall be required to elect a new auditor.

16.9.5 The appointment of the permanent auditor shall terminate in the following cases:

- after a specified period of time;

- recall based on a decision by the general assembly;

- upon the occurrence of any ground for disqualification specified by law or in these Bylaws;

- by terminating the contract of engagement;

- death.

16.9.6 Limitations on Dismissal. Findings made in the independent auditor’s report or the refusal to issue an auditor’s opinion on the Company’s financial statements prepared in accordance with the Accounting Act shall not constitute grounds for the dismissal of the permanent auditor.

16.10 The Company’s auditor for a fixed term ending on May 16, 2028:

INTERAUDITOR Consulting Limited Liability Company

Company registration number: 01-09-063211.

Headquarters: 1074 Budapest, Vörösmarty Street 16-18, Building A, Ground Floor, Unit 1/F.

Tax ID: 10272172-2-42

The person personally responsible for the audit: Mrs. Ferenc Móri

Address: 1163 Budapest, Somoskő Street 10.

Mother's name: Anna Kovács

17. Other Provisions

17.1 Dissolution of the Company

17.1.1 Circumstances Leading to the Dissolution of the Company:

- the General Meeting resolves to dissolve the Company without a legal successor;

- The General Meeting resolves to dissolve the Company by legal succession;

- the competent authority (the Commercial Registry or a court) dissolves the Company.

17.1.2 If the Company is dissolved without a legal successor—except in the case of liquidation proceedings or ex officio cancellation by the commercial court—voluntary liquidation shall take place.

17.1.3 In the event of the Company’s dissolution without a legal successor, the provisions of these Articles of Association shall apply to the shareholders’ right to liquidation.

17.2 Notices. In cases where any law—including, but not limited to, the Civil Code, Act V of 2006 on Corporate Disclosure, Court Proceedings Concerning Companies, and Liquidation, or Act CXX of 2001 on the Capital Market (hereinafter: Tpt.) require the Company to publish announcements, the Company shall fulfill this obligation on its website (www.gloster.hu), on the BSE website (www.bet.hu), and, if expressly required by law, on the website operated by the Hungarian National Bank (www.kozzetetelek.hu).

17.3 Legal declarations made by shareholders to the Company are valid only if they are set forth in a public document or a private document having full probative force.

17.4 In matters not governed by these Bylaws, the relevant laws—primarily the provisions of the Civil Code and the Securities Act—shall apply.

17.5 Determination of the Effective Date: the date on which the shares issued by the Company are listed on the Xtend market (as a regulated market) operated by the Budapest Stock Exchange Ltd., in accordance with Section 3:211(3) of Act V of 2013 on the Civil Code.

Nagytarcsa, January 4, 2024

Clause

Pursuant to Section 51(3) of Act V of 2006 on Corporate Disclosure, Court Proceedings Concerning Companies, and Liquidation, I hereby certify with my countersignature that these Articles of Incorporation, consolidated with the amendments, comply with and are identical to the decision set forth in Resolution No. 3/2024 (01.04.) of the General Meeting of Gloster Infokommunikációs Nyrt. Resolution No. 3/2024 (April 1). The amended sections of the text are set in bold and italic , while the text to be deleted is are indicated in bold and italic with a strikethrough .

I hereby certify this in Budapest on January 4, 2024

Dr. Eszter Bassola

Chamber Legal Counsel

KASZ: 36080530

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