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General Assembly Resolutions
AGloster Digital Group Public Limited Company (registered office: 1038 Budapest, Fürdő u. 2; company registration number: 01-10-143270; tax identification number: 27294260-2-41; hereinafter:“Company”) hereby provides the following information to its esteemed Investors in accordance with applicable laws and regulations, in particular Act CXX of 2001 on the Capital Market (“Tpt.”), Decree No. 24/2008. (VIII. 15.) PM on the detailed rules governing disclosure obligations related to publicly traded securities, as well as the General Rules of the Budapest Stock Exchange, the Company hereby publishes the resolutions adopted at its Annual General Meeting held in person at the Company’s registered office on April 30, 2026,as follows.
General Assembly Resolution No. 01/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The Company’s General Meeting hereby resolves to appoint Viktor Sum, a member of the Company’s Board of Directors, as presiding officer; Dr. Adrienn Karlovich-Szabó, the Company’s legal counsel, as the person responsible for taking the minutes and counting the votes; and Zoltán Megyesi as the person authorized to certify the minutes, all of whom accept their appointments. The General Meeting decides that voting shall be by open ballot.
General Assembly Resolution No. 02/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Meeting notes that the votes cast by the shareholders present represent 80% of the total number of votes (80% of the total number of shares); given the number of shareholders present, the General Meeting has a quorum to deliberate on the following agenda items. All shareholders present agreed to proceed with the meeting in accordance with the following agenda items:
1. Resolution on the approval of the Company’s 2025 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, the payment of dividends, the dividend rate, and the rules governing such payments
3. Resolution on the approval of the Corporate Governance Report prepared by the Board of Directors for submission to the Budapest Stock Exchange
4. Resolution regarding the discharge of the members of the Company’s Board of Directors
5. Non-binding vote on the amendment to the Company’s Compensation Policy and the Compensation Report for fiscal year 2025
6. Resolution on authorizing the Board of Directors to change the Company’s registered office, business locations, and branches, and to amend the Articles of Incorporation accordingly
7. Resolution on the Election of a New Board Member
8. Authorization of the Board of Directors to acquire treasury stock
9. Authorization of the Board of Directors to increase the share capital
10. Other decisions
a) Amendment to the Articles of Association
b) Resolution to approve the proxy resolution to dissolve the Gloster Infocommunications Employee Share Ownership Program Organization through liquidation
General Assembly Resolution No. 03/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Meeting approved the Company’s financial statements in ESEF format, prepared in accordance with international standards (IFRS) as of December 31, 2025 (with total assets of 6,846,946 eFt, with total comprehensive income of 381,699 eFt) and its consolidated annual financial statements (with total assets of 6,304,195 eFt, 457,629 eFt in total comprehensive income), as well as its annual report and the written reports of the auditor, the Audit Committee, and the Supervisory Board.
ESEF file name: 529900UXKCCC7E845C20-2025-12-31-1-hu.zip
SHA256 hash: fe52180fb81a2c0285419ab5fbb235c955b633dd6128bf472553b4e74e69b022
General Assembly Resolution No. 04/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Meeting decides to allocate the Company’s total comprehensive income to retained earnings.
General Assembly Resolution No. 05/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Assembly approves the Corporate Governance Report for the year 2025, prepared in accordance with the Corporate Governance Recommendations of the Budapest Stock Exchange Plc., with the content as set forth in the proposal.
General Assembly Resolution No. 06/2026 (April 30)
(Resolution adopted with 5,030,050 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Meeting, as part of its evaluation of the Board of Directors’ work in 2025, finds that Viktor Szekeres, Chairman of the Board of Directors, carried out his duties during the 2025 fiscal year with the Company’s interests as his primary concern, and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge provided for in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.
General Assembly Resolution No. 07/2026 (April 30)
(Resolution adopted with 14,414,939 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
As part of its evaluation of the Board of Directors’ work in 2025, the General Meeting finds that Board member Viktor Sum conducted his activities during the 2025 fiscal year with the Company’s interests as his primary concern,and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge provided for in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.
General Assembly Resolution No. 08/2026 (April 30)
(Resolution adopted with 14,525,487 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
As part of its evaluation of the Board of Directors’ work in 2025, the General Meeting finds that Board member Katalin Lódi carried out her duties during the 2025 fiscal year with the Company’s interests as her primary consideration, and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants her the discharge specified in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.
General Assembly Resolution No. 09/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
As part of its evaluation of the Board of Directors’ work in 2025, the General Meeting finds that Board member Péter Oszlánszki carried out his duties during the 2025 fiscal year with the Company’s interests as his primary concern, and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge specified in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.
General Assembly Resolution No. 10/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
As part of its evaluation of the Board of Directors’ work in 2025, the General Meeting finds that Board member Attila Gayer carried out his duties during the 2025 fiscal year with the Company’s interests as his primary concern, and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge specified in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.
General Assembly Resolution No. 11/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
As part of its evaluation of the Board of Directors’ work in 2025, the General Meeting finds that Tamás Járdán, a former member of the Board of Directors, carried out his duties during the 2025 fiscal year with the Company’s best interests as his primary consideration, and therefore, pursuant to Article 10.2.20 of the Articles of Association, grants him the discharge provided for in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.
General Assembly Resolution No. 12/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Meeting approves the amendment to the Company’s Compensation Policy as set forth in the proposal.
General Assembly Resolution No. 13/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Meeting approves the Company’s Remuneration Report for fiscal year 2025, as presented in the proposal, by a non-binding vote.
General Assembly Resolution No. 14/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Meeting hereby resolves to authorize the Board of Directors to change the Company’s registered office, business locations, and branches, and to amend the Articles of Association accordingly. Pursuant to this authorization, the Board of Directors is entitled to make all necessary decisions regarding the Company’s registered office, business locations, and branches; to sign the related documents; and to conduct proceedings related to the registration of such changes and other court and administrative proceedings.
General Assembly Resolution No. 15/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
Pursuant to Section 10.2.8 of the Company’s Articles of Association, the General Meeting appointed Péter Csillag (mother’s name: Erzsébet Gellért; place and date of birth: Budapest, August 22, 1974; residence: 1068 Budapest, Benczúr Street 43, 5th floor, Door 3”) as a member of the Company’s Board of Directors for an indefinite term, effective as of May 1, 2026. At the same time, the General Meeting approved the existing shareholding in VirtDB Zrt. (company registration number: 13-10-042313; registered office: 2162 Őrbottyán, Rákóczi Ferenc Street 272), grants him an exemption from the conflict-of-interest prohibition set forth in Section 3:115 of the Civil Code. Péter Csillag performs his duties as a member of the Board of Directors without remuneration.
General Assembly Resolution No. 16/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Meeting of the Company hereby resolves that, acting pursuant to the authority set forth in Article 10.2.15 of the Articles of Association, it authorizes the Board of Directors to acquire treasury shares, in particular—but not exclusively—in the following cases:
I. to use treasury stock as consideration for an acquisition, or
II. in order to maintain the Company’s flexibility, to optimize its capital structure, repurchase shares, and/or make investments, or
III. the acquisition of shares for the purposes of the Employee Stock Ownership Program (MRP), or
IV. To enable the Company to develop and operate additional equity-based incentive plans, in addition to existing options.
The General Meeting authorizes the Board of Directors to acquire treasury stock as follows, in accordance with Section 3:223(1) of the Civil Code:
I. Methods of acquiring treasury stock: Treasury stock may be acquired for consideration or without consideration, through trading on a stock exchange, through a public offering, or, unless prohibited by law, through over-the-counter trading, including acquisition through the exercise of a purchase right.
II. The term of the authorization is 18 months from the date of this General Assembly resolution.
III. The purchase of a number of common shares with a par value of ten forints, up to an amount equivalent to 25 percent of the Company’s current authorized capital (treasury stock), provided that, if the shares are acquired for consideration, the purchase price per share is at least one forint and no more than 120 percent of the closing price of the Company’s shares on the Budapest Stock Exchange on the day preceding the transaction.
General Assembly Resolution No. 17/2026 (April 30)
(Resolution adopted with 14,544,847 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Meeting of the Company hereby resolves that, acting pursuant to the authority granted in Articles 5.2–5.4 of the Articles of Association, it authorizes the Board of Directors to increase the Company’s share capital by issuing new shares, either through a private placement or a public offering. This authorization covers all cases and methods of increasing the share capital as defined in the Civil Code. Pursuant to Section 5.4 of the Articles of Association, a share capital increase may take place until April 30, 2031, provided that the maximum amount by which the Board of Directors may increase the Company’s share capital may not exceed, in any single calendar year, twice the amount of the share capital as of December 31 of the preceding year, calculated at par value and in aggregate. Pursuant to Section 5.5 of the Articles of Association, the Board of Directors shall decide on matters related to the increase in share capital that, under the Civil Code or the Articles of Association, would otherwise fall within the competence of the General Meeting, including, in particular, the exclusion or restriction of subscription priority rights, the approval of interim financial statements, and any amendments to the Articles of Association necessitated by the increase in share capital.
In light of the arrival of a shareholder during the General Meeting—following the adoption of Resolution No. 17/2026 (April 30)—the presiding officer noted upon the shareholder’s arrival that, including the newly arrived shareholder, the shareholders present at the General Meeting represented 14,636817 ordinary shares, corresponding to 80.5% of the total votes; based on this, the General Meeting continues to have a quorum pursuant to Section 10.5.1 of the Articles of Association.
General Assembly Resolution No. 18/2026 (April 30)
(Resolution adopted with 14,636,817 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Assembly will decide today on amending the Articles of Association in accordance with the proposed text.
General Assembly Resolution No. 19/2026 (April 30)
(Resolution adopted with 14,636,817 votes in favor (100%), 0 votes against (0%), and 0 abstentions (0%))
The General Assembly took note of the resolution No. 1/2026 (IV.7) adopted on April 7, 2026, by the authorized representative of the Gloster Infocommunications Employee Share Ownership Program Organization (headquarters: 2142 Nagytarcsa, Csonka János Street 1/A, Building A/2; registration number: 13-05-0002353; hereinafter: “MRP”) regarding the dissolution of the MRP through liquidation, and noting that all programs operated under the MRP have been concluded, full settlement has been made with the relevant participants, and the Company intends to provide compensation in a different manner in the future, hereby approves Resolution No. 1/2026 (IV. 7.) adopted by the MRP’s authorized representative on April 7, 2026.
Budapest, April 30, 2026
Gloster DigitalGroup Plc.
