Special announcement – Gloster Cloud Zrt. and Systemfarmer Zrt. merge to form a major domestic Microsoft cloud service provider

Gloster Infocommunications Public Limited Company (company registration number: 13-10-042012; registered office: 2142 Nagytarcsa, Csonka János Street 1/A, Building A/2; hereinafter: the Company, Gloster) in accordance with applicable laws, in particular Act CXX of 2001 on the Capital Market.

In accordance with the Act (“Tpt.”) and the General Rules of the Budapest Stock Exchange, we hereby inform our esteemed investors of the following.

A major domestic Microsoft cloud service provider is being formed through the merger of Gloster Cloud Zrt. and Systemfarmer Zrt.

With renewed momentum, the multiple award-winning Cloud business unit—which is growing at an annual average rate of 29% (CAGR)—is set to double in size

Today, the owners of Gloster Cloud Zrt. and Systemfarmer Zrt. successfully finalized the merger agreement signed on February 16, 2024, under which the companies will continue to operate under the ownership of a joint holding company. Effective January 1, 2025, the merger of the two companies will result in the formation of Gloster Cloud Zrt. will be established as Microsoft’s largest domestically owned cloud service partner. The parties’ goal is for the merged company to become Hungary’s fastest-growing market-leading cloud service provider and, within a few years, to become a major and recognized player in the region as well.

As the first step in closing the transaction signed at the beginning of the year, the owners contributed the shares of Gloster Cloud Zrt. and Systemfarmer Zrt. to a joint holding company (Gloster Cloud Holding Zrt.). Effective January 1, 2025, the companies will merge under the name Gloster Cloud Zrt. and will continue to form the Gloster Group’s Cloud division. Prior to the contribution, company valuation analyses were prepared by experts and supported by an independent auditor’s report.

Gloster will finance the transaction entirely from its own resources (share swap); it will not utilize bank financing (its debt level will not increase) nor will it conduct a capital increase (the shares will not be diluted). As a result of the financial impact of the merger, Gloster’s Cloud division is expected to double in size within a single year, and management anticipates that by leveraging synergies, the company will be able to grow faster than its competitors and provide more complex services to its customers. Gloster will consolidate Systemfarmer’s financial results for the first time in its 2024 Annual Report.

Pro forma revenue growth in the Gloster Cloud business unit:
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Synergy effects accelerate growth

Gloster Cloud Zrt. and Systemfarmer Zrt. , which will merge early next year, form a team of nearly 40 experts specializing in cloud computing. They primarily provide high-quality, Microsoft-based IT services to 541 clients; in 2023, 91.1% of their revenue came from recurring revenue. They have significant implementation experience with Microsoft 365, Microsoft Azure, Security, Dynamics 365, Power Platform, and Copilot technologies.

Together, the two companies have helped more than 600 organizations with their digital transformation and have received numerous accolades from Microsoft, including multiple Gold and Silver Partner designations, the “Microsoft Partner of the Year” title twice, and the “Fastest Growing Cloud Company” award four times.

Gloster's System Integration and Cloud divisions merged their sales teams earlier this year[1]in order to offer solutions that are more advanced and competitively priced than those of their competitors. The System Integration division grew by 56% and the Cloud division by 19% in 2023.[2] Management expects a faster pace of growth than last year as a result of the synergies from the joint sales effort.  These expectations are supported by forecasts from the market research firm Statista, which anticipates nearly 50% growth in the public cloud market by 2028 and projects approximately 160% growth in the artificial intelligence market by 2030.[3]

Another milestone in achieving the strategy's goals

This announcement marks the closing of Gloster Infokommunikációs Nyrt.’s eleventh transaction. It represents another significant step toward achieving the 2026 financial targets (HUF 15.6 billion in revenue, HUF 3.1 billion in EBITDA), which are expected to provide a stable foundation for dividend payments beginning in 2026.

About Gloster

Gloster is a broad-spectrum international IT service provider listed in the BSE’s Standard category. Over the course of its more than 20-year history, it has evolved from a hardware-focused garage startup into a software-focused international mid-sized company. Thanks to Gloster’s aggressive growth strategy, it has completed eleven transactions since 2018 and expanded its operations into the areas of systems integration, cloud solutions, and international software development services. The group currently employs a team of nearly 350 people; according to its most recent consolidated financial statements for 2023 (prepared in accordance with Hungarian accounting standards), its adjusted revenue was 10.3 billion forints, and its adjusted EBITDA was 976 million forints.
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Nagytarcsa, August 15, 2024

Gloster Infokommunikációs Nyrt.
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Further information:

Dr. Eszter Bassola

investor relations officer

bassola.eszter@gloster.hu
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[1] A 200-million-forint annual corporate development program is launching at Gloster - https://gloster.hu/uploads/befektetoknek/kozzetetel/rendkivuli_tajekoztatasok/28982-Special-Announcement_-Annual-200-million-corporate-development-program-launched-at-Gloster.pdf

[2] Investor Presentation on 2023 Results - https://gloster.hu/uploads/befektetoknek/tarsasagra-vonatkozo-alapinformaciok/befektetoi-prezentacio/2023-eves-jelentes-prezentacio-662770ccea4b2.pdf

[3] Investor Presentation, March 2024 - https://gloster.hu/uploads/befektetoknek/tarsasagra-vonatkozo-alapinformaciok/befektetoi-prezentacio/Befektetoi-prezentacio-2024-tavasz-660284703a94f.pdf