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July 1, 2026

SPECIAL ANNOUNCEMENT REGARDING A MERGER BY ABSORPTION AT THE LEVEL OF THE ISSUER’S SUBSIDIARIES

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SPECIAL ANNOUNCEMENT REGARDING A MERGER BY ABSORPTION AT THE LEVEL OF THE ISSUER’S SUBSIDIARIES

 

Gloster Digital Group Public Limited Company (company registration number: 01-10-143270, registered office: 1038 Budapest,Fürdő u. 2., tax ID: 27294260-2-41, hereinafter: the Company), as the issuer of its common shares listed in the Standard category of the Budapest Stock Exchange Plc. (ticker: GLOSTER, ISIN code: HU0000189600, hereinafter referred to as “Share” or “Shares”), in accordance with Section 55 of Act CXX of 2001 on the Capital Market, Decree No. 24/2008. (VIII. 15.) PM on detailed rules regarding disclosure obligations for publicly traded securities, and the requirements imposed on issuers of shares traded in the Standard category of the Budapest Stock Exchange Plc., hereby informs the esteemed Investors of the following.

 

At their joint meeting of the highest decision-making bodies held on June 30, 2026, the highest decision-making bodies of the following companies in which the Company holds an interest—by unanimous resolutions adopted separately for each company—decided on the merger to be effected by absorption:

 

Successor company:

 

- Gloster-P92 IT Limited Liability Company ( registered office: 1038 Budapest, Fürdő utca 2., company registration number: 01-09-307674, tax ID number: 26204400-2-41)

 

Merging predecessor companies:

 

- Gloster Cloud Holding Private Limited Company (registered office: 1094 Budapest, Tűzoltó utca 31, company registration number: 01-10-143349, tax ID number: 32458581-2-43),

- Gloster Cloud Private Limited Company ( registered office: 1094 Budapest, Tűzoltó utca 31, company registration number: 01-10-143306, tax ID number: 26373801-2-43),

- SYSTEMFARMER Information Technology and Services Private Limited Company ( registered office: 1094 Budapest, Tűzoltó utca 31; company registration number: 01-10-049857; tax ID number: 26369255-2-43).

 

Based on the resolutions adopted, Gloster Cloud Holding Zrt., Gloster Cloud Zrt., and SYSTEMFARMER Zrt. will be merged into Gloster-P92 Informatikai Kft. As a result of the merger, the merging companies will cease to exist by legal succession, and their universal legal successor will be Gloster-P92 Informatikai Kft., which will continue to operate in the same corporate form following the merger.

 

The planned date of the merger is September 30, 2026. If the merger is registered with the Commercial Registry at a later date, the date of the merger will be the date of registration with the Commercial Registry.

 

Based on the resolutions of the supreme decision-making bodies, the data from the annual financial statements prepared in accordance with the Accounting Act as of the reporting date of December 31, 2025, will be used during the preparation and approval of the merger. The supreme decision-making bodies of the companies have approved the merger plan and its annexes, including, in particular, the draft merger agreement, the draft balance sheets and asset inventories, as well as the amendment to the articles of incorporation of the successor company and its consolidated articles of association.

 

According to the resolutions, Gloster-P92 Informatikai Kft.’s share capital will increase from 10,000,000 Ft to 20,000,000 Ft as a result of the merger. The Company will be entitled to a capital contribution of 16,412,400 Ft in the successor company.

 

The highest decision-making bodies of the companies involved in the merger have determined that there are no legal obstacles to the merger.

 

Gloster-P92 Informatikai Kft. has been designated to carry out the corporate procedural and disclosure tasks related to the merger. The companies have authorized their executive officers and legal representative to sign the documents required for the merger, to initiate publication in the Company Gazette, prepare and submit the application for registration of the change and its attachments, and carry out the related administrative, commercial court, and other procedural steps.

 

In the Company’s view, the proposed merger is intended to simplify the Gloster Group’s legal and operational structure, increase operational efficiency within the group, and streamline management, administrative, and accounting processes.

 

Based on the information available as of the date of this announcement, the merger will not directly affect Gloster Digital Group Nyrt.’s share capital, the number of its issued shares, the voting rights attached to its shares, or the trading of the Company’s shares on the Budapest Stock Exchange.

 

The Company will inform the public of further material information regarding the merger, including, in particular, the outcome of the proceedings before the commercial court and the registration of the merger, in accordance with applicable laws and stock exchange rules.

 

This extraordinary disclosure is published pursuant to Section 55 of Act CXX of 2001 on the Capital Market, Decree No. 24/2008. (VIII. 15.) PM, and the requirements imposed on issuers of shares traded in the Standard category of the Budapest Stock Exchange Plc.

 

Budapest, July 1, 2026

Gloster Digital Group Plc.

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