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The Board of Directors of Gloster Infocommunications Public Limited Company (registered office: 2142 Nagytarcsa, Csonka János Street 1/A, Building A/2; company registration number: 13-10-042012; tax ID: 27294260-2-13) (hereinafter: “Company,” “Issuer”) hereby notifies you that the Company is convening an annual general meeting (hereinafter: “General Meeting”) as follows.
The Board of Directors hereby publishes this notice in accordance with Section 3:272(1) and (3) of Act V of 2013 on the Civil Code (hereinafter: Civil Code) and Section Section 10.4.3 of the Company’s Articles of Association currently in force, hereby publishes this notice at least 30 (thirty) days prior to the start date of the Annual General Meeting.
Date and location of the General Meeting: April 28, 2025, at 11:00 a.m., at the Company’s registered office (2142 Nagytarcsa, Csonka János Street 1/A, Building A/2)
CAPS ID (COAF): HU20250327021935
Registration: April 28, 2025, starting at 10:30 a.m. at the General Assembly venue.
Items on the General Assembly’s agenda:
1. Resolution on the approval of the Company’s 2024 financial statements, prepared in accordance with 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 amount of dividends, and the rules governing their payment
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 on the granting of a discharge to 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 Company’s Board Members
14. Other Decisions
Conditions for exercising the right to amend 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 regarding an agenda item already on the agenda or to be added to it 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.
Procedure for holding the General Meeting: Shareholders may participate in person (or through a proxy).
The Company hereby invites the market operator, Budapest Stock Exchange Public Limited Company (company registration number: 01-10-044764, registered office: 1013 Budapest, Krisztina körút 55, 6th floor), to the General Meeting.
The conditions for exercising voting rights as set forth in the Company’s Articles of Association:
Under the rules currently in effect for the Company, each common share with a par value of 10 HUF (ten forint) entitles the holder to one vote. A quorum must be determined for each resolution. If a shareholder is not entitled to vote on a particular matter, that shareholder must be disregarded when determining the quorum for that resolution.
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;
- whose relative has an interest in the decision but is not a shareholder of the Company;
- who has a relationship based on majority control with another organization that has an interest in the decision; or - who otherwise has an interest in the decision.
Shareholders or their authorized representatives 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 business day preceding the start of the General Meeting. If a shareholder is represented by a proxy, the power of attorney must be set forth in a private document or a public document having full probative force. A proxy may represent multiple shareholders; however, a shareholder may have only one proxy. An executive officer, a member of the Supervisory Board, or the auditor of the Company may not serve as a proxy. The Company requests shareholder verification from KELER Zrt. as of the date of the General Meeting, therefore, the registrar of the share register shall delete all data listed in the share register that is valid as of the date of the ownership verification, and at the same time shall enter the data corresponding to the results of the ownership verification into the share register and close the share register with the data from the ownership verification. Participation in and voting at the General Meeting are conditional upon the shareholder or the shareholder’s proxy being entered in the Company’s share register at the time of such closure of the share register. Thereafter, entries 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.
The location where the original and full-text versions of draft resolutions and documents to be submitted to the General Assembly are available:
On the Company’s website (www.gloster.hu), on the website of the Budapest Stock Exchange Ltd. (www.bet.hu), and on the website operated by the Hungarian National Bank (www.kozzetetelek.hu), in accordance with the relevant provisions, at least twenty-one days prior to the General Meeting, and thus available no later than April 7, 2025:
- 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.
Quorum:
The General Meeting has a quorum if it was duly convened and is attended by shareholders entitled to vote who represent more than half of the total number of votes that may be cast.
If the General Assembly does not have a quorum, the time and place of the rescheduled General Assembly shall be:
If the General Meeting does not have a quorum, the rescheduled General Meeting will be held on May 9, 2025, at 10:00 a.m. at the Company’s registered office.
If the General Assembly does not have a quorum, the reconvened General Assembly shall have a quorum for matters on the original agenda, regardless of the number of votes represented by those present.
Nagytarcsa, March 27, 2025
Gloster Infocommunications Plc.
Board of Directors
