General Meeting proposals, proposals for decisions

Proposals and draft resolutions for the General Assembly

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: the Company) hereby announces, pursuant to Act V of 2013 on the Civil Code (Ptk.), for the purpose of providing advance notice to its shareholders, the following regarding its Annual General Meeting to be held on April 30, 2026:

- its proposals and draft resolutions,

- summaries of shares and voting rights,

- as well as a sample proxy form that can be used for voting by proxy.

Agenda proposed by the Board of Directors:

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

b) Resolution to approve the proxy resolution regarding the dissolution of the Gloster Infocommunications Employee Shareholding Program Organization through liquidation

1. Agenda item

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

The Board of Directors hereby informs the General Meeting that the audit of the Company’s 2025 annual financial statements is currently underway. As soon as the audit is completed, the Company will publish its proposal for 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 for a Board resolution:

The Board will make a decision on this agenda item based on the final, audited financial data from the 2025 annual report; the financial data below are unaudited figures.

“The General Meeting approved the 2025 separate (with a balance sheet total of 6,814,930,000 HUF and total comprehensive income of 335,690,000 HUF) and consolidated annual financial statements (with a balance sheet total of HUF 6,348,028,000 and total comprehensive income of HUF 677,125,000), as well as its annual report and the written reports prepared by the auditor, the Audit Committee, and the Supervisory Board regarding these.”

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 from the 2025 financial statements.

Item 2 on the agenda

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

The Board of Directors hereby informs the General Meeting that the audit of the Company’s 2025 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 for a Board resolution:

The Board will make a decision on this agenda item based on the final, audited financial data from the 2025 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 from the 2025 financial statements.

Item 3 on the agenda

Resolution on the approval of the Corporate Governance Report prepared by the Board of Directors and to be submitted to the Budapest Stock Exchange

The Board of Directors hereby informs the General Meeting that the Company has prepared its Corporate Governance Report for the year 2025. The Corporate Governance Report is attached to this announcement.

Proposal for a Board resolution:

“The General Meeting approves the 2025 Corporate Governance Report, prepared in accordance with the Corporate Governance Recommendations of the Budapest Stock Exchange Plc., with the content as presented in the draft.”

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

Resolution regarding the discharge of the members of the Company’s Board of Directors

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

“The General Assembly, in evaluating the work of the Board of Directors in 2025, finds that Viktor Szekeres , Chairman of the Board of Directors, performed his duties in the 2025 fiscal year with the primary consideration of the Company’s interests; therefore, pursuant to Article 10.2.20 of the Articles of Association, the Board grants him the discharge specified in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.”

“The General Assembly, in evaluating the work of the Board of Directors in 2025, hereby notes that Viktor Sum , a member of the Board of Directors, carried out his activities in the 2025 fiscal year with the Company’s interests as his primary concern; therefore, pursuant to Article 10.2.20 of the Articles of Association, the General Meeting grants him the discharge specified in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.”

“The General Assembly, in evaluating the work of the Board of Directors in 2025, hereby determines that Katalin Lódi , a member of the Board of Directors, carried out her activities in the 2025 fiscal year with the Company’s interests as her primary concern; therefore, pursuant to Article 10.2.20 of the Articles of Association, the General Meeting grants her the discharge provided for in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.”

“The General Assembly, in evaluating the work of the Board of Directors in 2025, finds that Péter Oszlánszki , a member of the Board of Directors, performed his duties in the 2025 fiscal year with the Company’s interests as his primary concern; therefore, pursuant to Article 10.2.20 of the Articles of Association, the General Meeting grants him the discharge specified in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.”

“The General Assembly, in evaluating the work of the Board of Directors in 2025, hereby determines that Attila Gayer , a member of the Board of Directors, carried out his activities in the 2025 fiscal year with the Company’s interests as his primary concern; therefore, pursuant to Article 10.2.20 of the Articles of Association, the General Meeting grants him the discharge specified in Section 3:117(1) of the Civil Code, subject to the conditions set forth therein.”

“The General Assembly, in evaluating the work of the Board of Directors in 2025, finds that Tamás Járdán , a former member of the Board of Directors, performed his duties in the 2025 fiscal year with the Company’s interests as his primary concern; therefore, pursuant to Article 10.2.20 of the Articles of Association, the General Meeting grants him the discharge specified in Section 3:117(1) of the Civil Code, subject to 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 on the agenda

Proposal for a non-binding vote on the amendment of the Company’s Compensation Policy and the Compensation Report for the 2025 fiscal year

The Board of Directors hereby informs the General Meeting that the Company has reviewed its Compensation Policy. The Company’s Compensation Policy, consolidated with the amendments, is attached to this announcement.

Proposal for a Board resolution:

“The General Meeting approves the amendment to the Company’s Compensation Policy 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.”

The Board of Directors hereby informs the General Meeting that the Company has prepared its Remuneration Report for 2025 ( ). The Remuneration Report is attached to this announcement.

The Board of Directors notes that the audit of the Company’s 2025 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 2025 by the date of the General Meeting.

Proposal for a Board resolution:

The Board will make a decision on this agenda item based on the final, audited financial data from the 2025 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 from the 2025 financial statements.

Item 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 Association accordingly

Proposal for a Board resolution:

“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 authorized to make all necessary decisions regarding the Company’s registered office, business locations, and branches, to sign the relevant documents, and to conduct proceedings in connection with the registration of changes and other court and administrative proceedings.”

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 the Election of a New Board Member

In light of the resignation of Board Member Tamás Járdán, effective January 5, 2026, the Board proposes the election of a new board member.

Proposal for a Board resolution:

“Pursuant to Article 10.2.8 of the Company’s Articles of Association, the General Meeting has appointed Péter Csillag (mother’s name: Erzsébet Gellért; place and date of birth: Budapest, August 22, 1974; address: 1068 Budapest, Benczúr Street 43, 5th floor, Door 3”) as a member of the Company’s Board of Directors, effective May 1, 2026, for an indefinite term. 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), and in view of his executive position there, grants him an exemption from the prohibition on conflicts of interest 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.”

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

Authorization of the Board of Directors to acquire treasury shares

Proposal for a Board resolution:

“The General Meeting of the Company hereby resolves that, acting within the powers set out in Section 10.2.15 of the Articles of Association, it authorizes the Board of Directors to acquire treasury shares, in particular – but not limited to – in the following cases:

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

              II. to optimize the capital structure, repurchase shares, and/or make investments in order to maintain the Company’s flexibility, or

            III. the Employee Stock Ownership Program (ESOP) for the purpose of acquiring shares, and

           IV. to enable the Company to develop and operate additional equity-based incentive schemes, 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. Method 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 General Assembly resolution.

            III. The purchase of ordinary shares with a par value of ten forints, in a quantity not exceeding 25 percent of the Company’s authorized capital (treasury shares), provided that, if the shares are acquired for consideration, the purchase price shall be at least one forint per share 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.”

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

Authorization of the Board of Directors to increase the share capital

Proposal for a Board 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 extends to 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 30, 2031, 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 and in aggregate. 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, as well as 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.”

Agenda Item 10

Other decisions

a) Amendment of the Articles of Association

In light of the decisions adopted at this General Meeting, the Company’s Board of Directors proposes that the Company’s General Meeting adopt the following resolution:

Proposal for a Board resolution:

“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.”

b) Resolution on the approval of the proxy resolution to dissolve the Gloster Infocommunications Employee Shareholding Program Organization through liquidation

Proposal for a Board resolution:

“The General Meeting took note of the decision made on April 7, 2026, by the authorized representative of the Gloster Infocommunications Employee Shareholding Program Organization (registered office: 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, settlement has been completed with the relevant participants, and the Company intends to arrange for remuneration in a different manner in the future, approves the resolution No. 1/2026 (IV. 7.) adopted by the MRP’s authorized representative on April 7, 2026.”

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 total number of its shares outstanding at the time of convening the General Meeting and the aggregate number of voting rights attached thereto.

The Company's share capital and shares:

Series of shares

Nominal value (HUF/piece)

Item number

Total nominal value (Ft)

Series "A" Common Stock of Gloster Digital Group Plc.

ISIN: HU0000189600

10

18.176.440

181.764.400

Total share capital:

-

18.176.440

181.764.400

Voting rights attached to the shares:

Series of shares

Number of shares issued

Number of own shares

Shares conferring voting rights[1]

Voting rights (share/share)

Total voting rights

Series "A" Common Stock of Gloster Digital Group Plc.

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 through a representative is attached to this notice.

Budapest, April 9, 2026

Sincerely:

Gloster Digital Group Plc.

Board of Directors

[1] All ordinary shares of the Company carry voting rights, however, pursuant to Section 3:225 of the Civil Code, the Company may not exercise shareholder rights – and thus voting rights – with its own shares, Therefore, as things stand at present, the number of shares entitling the holder to voting rights and the total number of voting rights, excluding treasury shares, is 18,169,035.

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