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Gloster Digital Group Public Limited Company (company registration number: 01-10-143270; registered office: 1038 Budapest, Fürdő u. 2.; hereinafter: the Company), as the issuer of 18,176,440 common shares, each with a par value of 10 forints, listed on the Standard Market of the Budapest Stock Exchange Plc. as a regulated market(ISIN: HU0000189600, hereinafter: Share or Shares) hereby informs investors that, pursuant to the authorization set forth in Resolution No. 16/2026. (April 30), the Chairman of the Company’s Board of Directors, by Resolution No. 1/2026 (June 12), has decided to launch a share repurchase program (hereinafter: the Program).
The Company operates the Program in accordance with Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council(MAR) and Commission Delegated Regulation (EU) 2016/1052 (MAR Implementing Regulation / RTS).
The purpose of the Program is to fulfill obligations arising from stock option programs and from the granting of shares to employees of the Company or its affiliates, as well as to members of its executive, decision-making, or supervisory bodies.
The Program's Most Important Conditions
- Duration: The Program will run from the trading day of June 15, 2026 (Monday) through October 15, 2026 (Thursday) at the latest; however, the Program will automatically close once the volume or financial limit specified in this notice has been exhausted.
- Maximum number of shares that may be acquired: Under the Program, a maximum of 150,000 shares may be acquired.
- Maximum cash consideration: Under the Program, the Company may purchase Shares for a total consideration of no more than fifty million forints.
- Upper price limit per share: The Company may not place a buy order at a price that exceeds the higher of the following: (a) the price of the most recent independent transaction, or (b) the highest current independent bid price available at the relevant trading venue.
- Daily volume limit: On any given trading day, the Company may not purchase Shares in a quantity exceeding 25% of the average daily trading volume.
To calculate average daily trading volume, the Company uses the following method: 25% of the average daily trading volume for the 20 trading days preceding the transaction in question.
The purchase of shares will take place exclusively on the Standard Market of the Budapest Stock Exchange Plc., in compliance with the applicable trading rules, the MAR, the MAR Implementing Regulation (RTS), the authorization granted by the general meeting, and the limits set forth in the board of directors’ resolution.
The Company engages SPB Befektetési Zrt. (headquarters: 1051 Budapest, Vörösmarty tér 7-8, 3rd floor, company registration number: Cg.01-10-044420, tax ID number: 12517091-2-41). The investment service provider administering the Program makes its trading decisions regarding the Shares—including the timing of purchases—independently of the Company.
During the Program Period, the Company will not sell its own Shares and will not enter into any transactions that are incompatible with the Program’s purpose, terms, or the limits set forth in the MAR Implementing Regulation / RTS.
The Company shall report all transactions executed under the Program to the MNB in both detailed and aggregated form no later than the end of the 7th market trading day following the date of execution of the relevant transaction. In the aggregated report, the Company shall indicate, by trading day and trading venue, at least the aggregated volume and the weighted average price.
The Company shall publicly disclose information regarding transactions executed under the Program no later than the end of the seventh market trading day following the date of execution of the relevant transaction. The Company shall make the disclosed information available on its website for at least five years from the date of publication.
Under the Program, the Company will not purchase its own Shares during any period in which it has decided to delay the disclosure of inside information pursuant to Article 17(4) or (5) of MAR, nor will it purchase its own Shares during a closed period as defined in Article 19(11) of MAR, unless the conditions for an applicable exemption under the MAR Implementing Regulation/RTS are fully met.
The Company identifies and manages inside information related to the Program in accordance with the requirements of the MAR and the MNB; opens a transaction-specific insider list when necessary; and discloses the inside information as soon as possible, or, in the event of a lawful delay, files the required notification with the MNB regarding such delay.
This special notice will be published prior to the start of the Program.
Budapest, June 12, 2026
GlosterDigital Group, Inc.
