Proposals to the General Meeting

The Board of Directors of Gloster Infokommunikációs Public Limited Company ( registered office: 2142 Nagytarcsa, Csonka János Street 1/AA/2; company registration number: 13-10-042012; tax identification number: 27294260-2-13; hereinafter: the Company) hereby announces, pursuant to Act V of 2013 on the Civil Code (Ptk.), for the purpose of providing prior notice to its shareholders, the following details regarding its annual general meeting to be held on April 28, 2025:

- its proposals and draft resolutions,

- summaries of shares and voting rights,

- as well as a sample proxy form for voting by proxy.

The agenda proposed by the Board of Directors:

1. Resolution on the approval of the Company’s 2024 financial statements, prepared in accordance with the provisions of Act C of 2000 on Accounting and 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 dividend 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. Advisory vote on the Company’s Compensation Report for the 2024 fiscal year

6. Resolution to change the Company’s name and to authorize the Chairman 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 Chairman of the Board of Directors to make any further decisions 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 members of the Company’s Board of Directors

14. Other decisions

1. Agenda item

Resolution on the approval of the Company’s 2024 financial statements, prepared in accordance with Act C of 2000 on Accounting and International Financial Reporting Standards (IFRS), based on the reports of the Supervisory Board and the Audit Committee, as well as the auditor’s report

The Board of Directors hereby informs the General Meeting that the audit of the Company’s 2024 annual financial statements is currently underway. As soon as the audit is completed, the Company will publish its proposal to the General Meeting, supplemented with the audited financial data, as well as its proposed resolution regarding Agenda Item 1, by the date of the General Meeting.

Proposal by the Board of Directors: The Board of Directors will make a decision on this agenda item based on the final, audited financial data from the 2024 financial statements; The following financial data are unaudited amounts.

“The General Meeting approved the Company’s 2024 standalone financial statements (with a balance sheet total of 5,964,001,000 HUF and net income of 115,676,000 HUF), prepared in accordance with the provisions of Act C of 2000 on Accounting, and its consolidated annual financial statements for 2024 (IFRS) (with a balance sheet total of HUF 8,530,645,000 and total comprehensive income of HUF 406,924,000), as well as its annual report and the written reports prepared by the auditor, the Audit Committee, and the Supervisory Board regarding these documents.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee will make a decision on this agenda item based on the final, audited financial data of the 2024 report.

2. Agenda item

Resolution on the appropriation of the Company’s net income, the payment of dividends, the dividend rate, and the rules governing dividend payments

The Board of Directors hereby informs the General Meeting that the audit of the Company’s 2024 annual financial statements is currently underway. As soon as the audit is completed, the Company will publish its proposal to the General Meeting and its draft resolution regarding Agenda Item 2 by the date of the General Meeting.

Proposal by the Board of Directors: The Board of Directors will make a decision on this agenda item based on the final, audited financial data from the 2024 financial statements.

Opinion of the Supervisory Board and the Audit Committee:The Supervisory Board and the Audit Committee will make a decision on this agenda item based on the final, audited financial data of the 2024 report.

3. Agenda item

Resolution on the approval of the Corporate Governance Report prepared by the Board of Directors for submission to the Budapest Stock Exchange

The Board of Directors hereby informs the General Meeting that the Company has prepared its Corporate Governance Report for 2024. The Corporate Governance Report is attached to this announcement.

Proposed resolution of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

“The General Meeting hereby approves the Corporate Governance Report for 2024, prepared in accordance with the Corporate Governance Recommendations of the Budapest Stock Exchange Ltd., with the content as set forth in the proposal.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

Item 4 on the agenda

Resolution on the granting of a waiver regarding the number of members of the Company’s Board of Directors

Proposed resolutions of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolutions:

“The General Meeting, in evaluating the work performed by the Board of Directors in 2024, finds that Viktor Szekeres, Chairman of the Board, conducted his activities during the 2024 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 under the conditions set forth therein.”

“The General Meeting, in evaluating the work performed by the Board of Directors in 2024, finds that Board member Viktor Sum carried out his activities during the 2024 fiscal year with the Company’s interests as his primary consideration;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 under the conditions set forth therein.”

“The General Meeting, in evaluating the work of the Board of Directors in 2024, finds that Board member Katalin Lódi carried out her duties during the 2024 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 provided for in Section 3:117(1) of the Civil Code under the conditions set forth therein.”

“The General Meeting, in evaluating the work performed by the Board of Directors in 2024, finds that Board member Péter Oszlánszki carried out his duties during the 2024 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 under the conditions set forth therein.”

“The General Meeting, in evaluating the work of the Board of Directors in 2024, finds that Board member Tamás Járdán carried out his duties during the 2024 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 under the conditions set forth therein.”

“The General Meeting, in evaluating the work performed by the Board of Directors in 2024, finds that Board member Attila Gayer carried out his activities during the 2024 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 under the conditions set forth therein.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolutions and recommend that the General Meeting approve them.

Item 5

Advisory vote on the Company’s Remuneration Report for the 2024 fiscal year

The Board of Directors hereby informs the General Meeting that the Company has prepared its Remuneration Report for 2024. The Remuneration Report is attached to this announcement.

The Board of Directors notes that the audit of the Company’s 2024 annual financial statements is currently underway. Once the audit is completed, the Company will supplement its Remuneration Report with financial data regarding the Company’s performance in 2024 by the date of the General Meeting.

Proposed resolution of the Board of Directors:

The Board will make a decision on this agenda item based on the final, audited financial data from the 2024 annual report.

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee will make a decision on this agenda item based on the final, audited financial data of the 2024 report.

Item 6

Resolution on changing the Company’s name and authorizing the Chairman of the Board of Directors to make any further decisions necessary for this purpose

Proposed resolution of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

“The General Meeting resolves to change the Company’s name. Effective as of the date of this resolution, the Company’s new name shall be: GlosterDigital Group Public Limited Company; its abbreviated name: Gloster Digital Group Nyrt.; its name in a foreign language: Gloster Digital Group Public Company Limited by Shares. The General Meeting hereby authorizes the Chairman of the Board of Directors to take all further measures and make all necessary decisions required to change the Company’s name.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

Item 7

Resolution on changing the Company’s registered office and authorizing the Chairman of the Board of Directors to make any further decisions necessary for this purpose

Proposed resolution of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

“The General Meeting resolves to change the Company’s registered office. Effective as of the date of this resolution , the Company’s new registered office shall be : 1038 Budapest, Fürdő utca 2, which shall also serve as the location of the Company’s central administration. At the same time, the General Meeting authorizes the Chairman of the Board of Directors to take all further measures and make all decisions necessary for the modification of the Company’s registered office.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

Item 8

Resolution on the Election of a New Member of the Supervisory Board

Proposed resolution of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

“Pursuant to Article 10.2.9 of the Company’s Articles of Association, the General Meeting hereby resolves to elect Géza Deme (mother’s name: Margit Fodor; place and date of birth: Nyíregyháza; address: 1055 Budapest, Honvéd utca 22, B building, 2nd floor, Door 3A) as a member of the Supervisory Board for an indefinite term. Géza Deme shall perform his duties on the Supervisory Board in exchange for a monthly fee of 150,000 HUF, i.e., one hundred fifty thousand forints.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

Item 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

Proposed resolution of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

“The General Meeting of the Company hereby resolves that, acting within the powers set forth in Chapter 5 of the Articles of Association, it authorizes the Board of Directors to increase the Company’s share capital through the private or public offering of new shares or a new series of shares.”

The new shares may be common shares, preferred shares, redeemable shares, interest-bearing shares, or any combination thereof. In the event of the issuance of a new class or series of shares, the Board of Directors is authorized to determine the rights associated with such class or series of shares—which may differ from those of existing series— including, in particular, for interest-bearing shares, the interest terms, the extent of voting rights, and the conditions for the conversion or transformation of non-common shares into common shares. The issue price shall be determined by the Board of Directors based on current market data and legal regulations.

The Board of Directors is required to list the new common shares to be issued in connection with the capital increase—provided they belong to the same series as the shares already issued—on the Standard Market operated by the Budapest Stock Exchange; and in the event of the issuance of a new class of shares or a new series of shares, it is entitled to list them on the Standard Market operated by the Budapest Stock Exchange.

Pursuant to Article 5.4 of the Articles of Association, the Company’s share capital may be increased on one or more occasions until April 28, 2030, provided that the maximum amount by which the Board of Directors may increase the Company’s share capital is 210,000,000 HUF,i.e., two hundred ten million forints. Pursuant to Article 5.5 of the Articles of Association, the Board of Directors shall decide on matters related to the increase in share capital that would otherwise fall within the competence of the General Meeting under the Civil Code or the Articles of Association, including, in particular, the exclusion or restriction of preemptive subscription rights, the approval of an interim balance sheet, and the amendment of Chapter 4 of the Articles of Association (The Company’s Share Capital and Shares).”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

Item 10

Resolution on the issuance of convertible bonds / green bonds and authorization of the Board of Directors to make any further decisions necessary for this purpose

Proposed resolution of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

“The General Meeting hereby resolves to authorize the Company’s Board of Directors, in order to implement the Company’s growth strategy, to issue bonds with a face value of up to 4,000,000,000 HUF, i.e., four billion forints (or the equivalent in euros) in face value, with a maximum maturity of 10 years, to issue bonds or green bonds, with the proviso that, in the event of a green bond issuance, the Board of Directors must ensure that the funds are used exclusively to finance sustainable and environmentally responsible projects that comply with international green bond standards.

As part of this resolution, the General Meeting authorizes the Board of Directors to take all necessary measures and make all necessary decisions for the issuance of the bond/green bond, and accordingly authorizes the Board of Directors to determine the exact terms and conditions of the bond/green bond issuance, the issuance schedule, and the method of issuance. Furthermore, the General Meeting consents to the Board of Directors acting before supervisory bodies or other authorities for the purpose of issuing the bonds / green bonds, and, in the case of issued bonds / green bonds, ensuring their listing on the Budapest Stock Exchange’s bond market.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

Item 11

Authorization of the Board of Directors to acquire treasury stock

Proposed resolution of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

“The General Meeting of the Company hereby resolves that, acting pursuant to the authority granted under Article 10.2.15 of the Articles of Association, it authorizes the Board of Directors to acquire the Company’s own shares, in particular—but not exclusively—in the following cases:

               I. for the purpose of using treasury shares as consideration for an acquisition, or

             II. in order to maintain the Company’s flexibility, for potential capital structure optimization, share buybacks, and/or investments, or

           III. the acquisition of shares for the purposes of the Employee Stock Ownership Plan (ESOP), or

          IV. To enable the Company to develop and operate additional equity-based incentive plans, in addition to existing options.

The General Meeting hereby authorizes the Board of Directors to acquire treasury shares 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, by way of 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 shall be 18 months from the date of this resolution of the General Assembly.

           III. The purchase of ordinary shares with a par value of ten forints, in a quantity not exceeding 25 percent of the Company’s current share capital (treasury shares), provided that, if the shares are acquired for consideration, the purchase price per share shall be at least one forint and shall not exceed 120 percent of the closing price of the Company’s shares on the Budapest Stock Exchange on the day preceding the transaction.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

Item 12 on the agenda

Authorization of the Board of Directors to increase the authorized capital

Proposed resolution of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

“The General Meeting of the Company hereby resolves that, acting within the powers set forth 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 Article 5.4 of the Articles of Association, a capital increase may take place until April 28, 2030, provided that the maximum amount by which the Board of Directors may increase the Company’s share capital shall 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. Pursuant to Article 5.5 of the Articles of Association, the Board of Directors shall also decide on matters related to the increase in share capital that would otherwise fall within the competence of the General Meeting under the Civil Code or the Articles of Association, including, in particular, the exclusion or restriction of preemptive subscription rights, the approval of interim financial statements, and any amendments to the Articles of Association necessitated by the increase in share capital.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

Item 13 on the agenda

Resolution on the Remuneration of the Company’s Board Members

In view of the complexity of the corporate group and the complexity and scope of the associated tasks, the Company’s Board of Directors proposes that the General Meeting adopt the following resolutions.

Proposed resolutions of the Board of Directors to the General Meeting:

“The Company’s General Meeting has decided today to set the monthly gross remuneration for Viktor Szekeres, Chairman of the Board of Directors, at 2,300,000 HUF, i.e., two million three hundred thousand Hungarian forints, based on his contractual relationship.”

“The Company’s General Meeting hereby resolves to grant Sum Viktor, a member of the Board of Directors, retroactively, effective as of January 1, 2025, a monthly gross remuneration of 750,000 HUF, i.e., seven hundred fifty thousand Hungarian forints, based on a contractual relationship.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

Item 14

Other decisions

a) Decisions regarding the Company’s branches

Proposed resolution of the Board of Directors:

The Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

“The General Meeting—in view of the change in the Company’s registered office—hereby resolves that, effective as of the date of this resolution, the Company’s branches:

2142 Nagytarcsa, 1/A Csonka János Street, Building A/2

2142 Nagytarcsa, 1/A Csonka János Street, Building A/3

6300 Kalocsa, 2938/3.

3252 Erdőkövesd, Hunyadi János út 7.

6000 Kecskemét, Izsáki út 5.

4025 Debrecen, 77 Piac Street, 2nd Floor, Door 15

6721 Szeged, Tisza Lajos körút 17.

7622 Pécs, Zsinkó István utca 11."

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

b) Resolution on the modification of the Company’s scope of activities

In light of the changes to the classification of business activities resulting from legislative amendments effective January 1, 2025, the Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

Proposed resolution of the Board of Directors:

“The General Meeting—taking into account the changes in the nomenclature of the Company’s areas of activity—hereby resolves that, effective as of the date of this resolution, the Company’s areas of activity shall be:

Main activity: 4740'25 Retail sale of information and communication technology products

Other activities:

6039 '25 Other content distribution activities

6310’25 IT infrastructure, data processing, hosting services, and related services

7491 '25 Patent agency services, marketing services

7499’25 Other professional, scientific, and technical activities

8299 '25 Other business support services

3320 '25 Commissioning of industrial machinery and equipment

4222 '25 Construction of electrical and telecommunications utility infrastructure

4321 '25 Electrical installation

4650 '25 Wholesale of information technology and telecommunications products

6110 '25 Wired, wireless, and satellite telecommunications

6210 '25 Computer programming

6220 '25 Information technology consulting and operation of computer equipment and systems

6290 '25 Other information technology services

7020 '25 Business management and other management consulting

7112 '25 Engineering activities, technical consulting

7120 '25 Technical testing, analysis

7210 '25 Natural sciences, technical research, experimental development

7733 '25 Rental of office equipment and computers

9510 '25 Repair and maintenance of computers and communication equipment”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

c) Amendment to the Articles of Association

In light of the decisions adopted at this General Meeting, as well as the registration of a change in the corporate details of the auditor elected by the Company’s General Meeting on May 16, 2023, pursuant to General Meeting Resolution No. 13/2023 (05.16.), as well as the fact that the amendment to Article 17.5 of the Articles of Association, made in accordance with General Meeting Resolution No. 17/2023 (05.16.), the Company’s Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

Proposed resolution of the Board of Directors:

“The General Meeting will decide today on amending the Articles of Association in accordance with the proposed text.”

Opinion of the Supervisory Board and the Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors’ proposed resolution and recommend that the General Meeting approve it.

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Aggregation of shares and voting rights:

The Company hereby publishes the summary of its shares outstanding as of the date of this notice and the number of voting rights attached thereto.

The Company's share capital, shares:

Series of shares

Nominal value (HUF/piece)

Item number

Total value (HUF)

Series "A" Gloster Common Stock

ISIN: HU0000189600

10

18.176.440

181.764.400

Total share capital:

-

18.176.440

181.764.400

Voting rights attached to shares:

Series of shares

Number of items issued

Number of treasury shares

Shares conferring voting rights[1]

Voting rights (per share)

Total voting rights

Series "A" (Gloster Common Stock)

ISIN: HU0000189600

18.176.440

7.405

18.176.440

1

18.176.440

Total

18.176.440

7.405

18.176.440

1

18.176.440

A sample proxy form for voting by proxy is attached to this notice.

Nagytarcsa, 2025. april 7.

Sincerely:

Gloster Infocommunications Plc.

Board of Directors

[1]All of the Company’s common shares confer voting rights; however, pursuant to Section 3:225 of the Civil Code, the Company may not exercise shareholder rights—and thus voting rights—with respect to its own shares; thus, as of the present, the number of shares conferring voting rights and the total number of voting rights, excluding treasury shares, is 18,169,035.

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