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INVITATION TO THE GENERAL MEETING
The Board of Directors of GlosterDigital Group Public Limited Company (registered office: 1038 Budapest, Fürdő u. 2.; company registration number: 01-10-143270; tax ID: 27294260-2-41) (hereinafter:“Company”,“Issuer”) hereby notifies you that the Company is convening an ordinary 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 10.4.3 of the Company’s currently effective Articles of Association (hereinafter: Articles of Association)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 opening day of the Annual General Meeting.
Date and location of the General Meeting:
April 30, 2026, at 11:00 a.m.
Registered office (1038 Budapest, Fürdő u. 2.)
CAPS ID (COAF): HU20260330022856
Registration: April 30, 2026, starting at 10:30 a.m. at the venue of the General Meeting.
Agenda items for the General Meeting:
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 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 regarding the discharge of the members of the Company’s Board of Directors
5. Advisory vote on the amendment of the Company’s Compensation Policy and the Compensation Report for the 2025 fiscal year
6. Resolution authorizing the Board of Directors to change the Company’s registered office, business locations, and branches, and to amend the Articles of Association 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 of the Articles of Association
Conditions for exercising the right to add items to the agenda:
If a shareholder or shareholders of the Company who collectively hold at least one percent (1%) of the voting rights submit to the Board of Directors, within eight (8) days of the publication of the notice convening the General Meeting, a proposal regarding the addition of items to the agenda—in accordance with the rules governing the detail of the agenda—or a draft resolution related to an agenda item already on the agenda or to be added thereto, the Board of Directors shall publish a notice regarding the amended agenda and the draft resolutions submitted by the shareholders following receipt of such proposal. The matter specified in the notice shall be deemed to have been placed on the agenda.
Method of 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 force applicable to the Company, each ordinary share with a par value of 10 HUF ten forints) entitles the holder to one vote. A quorum must be verified before any resolution is adopted. If a shareholder is unable to vote on a particular matter, he or she must be disregarded when determining the quorum for that resolution.
When a decision is made, the following person may not vote:
- a resolution that exempts the Company from any obligation or liability or grants the Company a preferential treatment;
-with whom a contract must be entered into pursuant to the decision;
- against whom legal action must be brought pursuant to the decision;
-anyone whose relative has an interest in the decision but who is not a shareholder of the Company;
- who has a controlling interest in another organization with an interest in the decision; or - who otherwise has an interest in the decision.
Shareholders may participate in and vote at the General Meeting only if they, or their authorized representatives, are registered in the Company’s share register no later than the second business day preceding the opening day of the General Meeting. If a shareholder is represented by an authorized representative, the power of attorney must be set forth in a private document or public deed having full probative force. A representative may represent more than one shareholder; however, a shareholder may have only one representative. An executive officer, a member of the Supervisory Board, or the auditor of the Company may not serve as a representative. 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 simultaneously enter the data corresponding to the results of the ownership verification into the share register and close it with the data from the ownership verification.Participation in and voting at the General Meeting is conditional upon the shareholder or the shareholder’s proxy being entered in the Company’s share register at the time of such closure. Thereafter, entries in the share register concerning a shareholder’s share ownership 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), the website of the Budapest Stock Exchange Plc.(www.bet.hu), and on the website operated by the National Bank of Hungary (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 9, 2026:
- 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 concerning matters on the agenda, the relevant reports of the audit committee or the auditor, and the proposed resolutions;
- forms to be used for voting by proxy or by mail, if they have not been 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.
In the event that the General Meeting lacks a quorum, the time and place of the reconvened General Meeting:
If the General Meeting does not have a quorum, the rescheduled General Meeting will be held on May 11, 2026, at 10:00 a.m. at the Company’s registered office.
If the General Meeting does not have a quorum, the reconvened General Meeting shall have a quorum for the items on the original agenda regardless of the number of voting rights represented by those present.
Budapest, March 30, 2026
GlosterDigital Group Plc.
Board of Directors
