Statutes consolidated with amendments 2024.01.04.

Gloster Information and Communication

Publicly Traded Company

Statute

changes in a unified structure

Prepared in accordance with the provisions of Act V of 2013 on the Civil Code (hereinafter: Civil Code), as follows.

1. Name and registered office of the Company

1.1 Company name: Gloster Infokommunikációs Nyilvánosan Működő Részvénytársaság (Gloster Infocommunications Public Limited Company)

1.2 Abbreviated name of the Company: Gloster Infocommunications Plc.

1.3 The Company's foreign language name: Gloster Infocommunications Public Company Limited by Shares (English)

1.4 The Company's registered office: 2142 Nagytarcsa, Csonka János utca 1/A A/2. ép.

The Company's registered office is also the location of its central administration.

1.5 The Company's registered office: 2142 Nagytarcsa, Csonka János utca 1/A A/3. ép.

1.6 The Company's branch office:

6300 Kalocsa, lot no. 2938/3.

3252 Erdőkövesd, Hunyadi János út 7.

Debrecen, Piac Street 77. II/15. lot no. 9280.

KECSKEMÉT CAMPUS Educational building, 6000 Kecskemét, Izsáki út 5. hrsz. 10212.

6721 Szeged, Tisza Lajos krt. 17. hrsz. inner area 2790/2/A/13.

7622 Pécs, Zsinkó István u. 11. hrsz. inner area 19038.

1.7 Legal predecessor: Gloster Infokommunikációs Kft. (registered office at the time of dissolution: 2142 Nagytarcsa, Csonka János utca 1/A A/2.). The predecessor company was dissolved by transformation on January 31, 2020, and its legal successor is the Company (change of legal form).

2. Duration of the Company's operations

2.1 The duration of the Company's operation is indefinite.

2.2 The Company's financial year corresponds to the calendar year.

3. The Company's areas of activity

3.1 Main activity:

4741 '08 Retail sale of computers, peripherals, and software

3.2 Other areas of activity:

1820 '08 Other reproduction

3320 '08 Commissioning of industrial machinery and equipment

4614 '08 Wholesale trade in machinery, ships, aircraft

4618 '08 Wholesale trade of other products

4619 '08 Wholesale trade in mixed products

4651 '08 Wholesale of computers, peripherals, and software

4652 '08 Wholesale of electronic and communications equipment and parts

4690 '08 Wholesale trade in mixed goods

4719 '08 Mixed retail trade in industrial goods

4779 '08 Retail sale of second-hand goods

6202 '08 Information technology consulting

6209 '08 Other information technology services

7120 '08 Technical examination, analysis    

7733 '08 Office equipment rental (including computers)

7739 '08 Rental of other machinery and equipment

9521 '08 Repair of consumer electronics

1813 '08 Prepress activities

2620 '08 Manufacture of computers and peripheral units

2630 '08 Manufacture of communications equipment

4222 '08 Construction of electrical utilities for communications purposes

4399 '08 Other specialized construction n.e.c.

4321 '08 Electrical installation

4329 '08 Other building services installation        

4643 '08 Wholesale of electronic household goods

4649 '08 Wholesale of other household goods n.e.c.      

4754 '08 Retail sale of electrical household appliances

4762 '08 Retail sale of newspapers and stationery

4742 '08 Retail sale of telecommunications products

9512 '08 Repair of communication equipment

9529 '08 Repair of other personal and household goods

6120 '08 Wireless telecommunications

6203 '08 Computer operation

6311 '08 Data processing, web hosting services

9511 '08 Repair of computers and peripheral equipment

7022 '08 Business management and other management consulting

7112 '08 Engineering activities, technical consulting

7490 '08 Other professional, scientific, and technical activities

8299 '08 Other supplementary business services

6110 '08 Wired telecommunications

6190 '08 Other telecommunications

3299 '08 Other manufacturing activities n.e.c.

3250 '08 Manufacture of medical devices

3212 '08 Jewelry manufacturing

3213 '08 Manufacture of fashion accessories

1520 '08 Footwear manufacturing

7219 '08 Other natural sciences, technical research, development

2229 '08 Manufacture of other plastic products

3.3 The shareholders acknowledge that if any of the activities carried out by the Company are subject to official authorization, such activities may only be commenced and performed upon obtaining such authorization. The shareholders also acknowledge that the Company may perform activities requiring qualification under the law if at least one person in a civil or labor law relationship with the Company for the purpose of performing work meets the qualification requirements.

4. The Company's share capital and shares

4.1 Share capital

The Company's share capital is HUF 181,764,400 HUF one hundred and eighty-one million, seven hundred and sixty-four thousand, four hundred forints), of which

- cash contribution of HUF 176,430,990 HUF one hundred seventy-six million four hundred thirty thousand nine hundred ninety Hungarian forints), representing 97.07% of the share capital;

- Non-monetary contribution: HUF 5,333,410 HUF five million three hundred and thirty-three thousand four hundred and ten Hungarian forints), which represents 2.93% of the share capital.

4.1.1 The non-monetary contribution consists of the following:

a) A share representing 51% of the share capital of G-Plus Consulting GmbH (registered office: Manchinger Straße 20, 85077 Manching, commercial register number: HRB 5377) with a nominal value of EUR 12,750.

4.1.2 The Company was established with a share capital of HUF 100,000,000 HUF one hundred million Hungarian forints), which consists entirely of cash contributions and which was made available to the Company in full (100%) by the founding shareholder at the time of establishment.

4.1.3 During the share capital increase implemented by the private placement of new shares ordered by shareholder resolution No. 2020/04/17/04 and IG resolution No. 2020/04/27/01 and executed in accordance with IG resolution No. 2020/04/30/02 IG, the Company's share capital was increased by HUF 55,000,000 HUF (fifty-five million Hungarian forints), which is entirely (100%) a cash contribution, and which contribution was made available to the Company in full (100%) by the investors by April 30, 2020.

4.1.4 The new shares were issued in a private placement ordered by Resolution No. 2021/06/04/04 IG and implemented in accordance with Resolution 2021/06/15/04 IG, the Company's share capital was increased by HUF 8,546,700 HUF (eight million five hundred and forty-six thousand seven hundred Hungarian forints), which is entirely (100%) a cash contribution, and which contribution was made available to the Company in full (100%) by the investors by June 11, 2021.

4.1.5. During the share capital increase implemented by the private placement of new shares ordered by Resolution No. 2021/10/19/04 IG and executed in accordance with Resolution No. 2021/11/09/04 IG, the Company's share capital was increased by HUF 6,200,000 (six million two hundred thousand two hundred Hungarian forints), which is entirely (100%) a cash contribution and which is recorded in the balance sheet as a capital reserve.220 HUF six million two hundred thousand two hundred and twenty Hungarian forints), which is entirely (100%) a cash contribution, and which contribution was made available to the Company in full (100%) by the investors by November 9, 2021.

4.1.6 During the capital increase implemented by the private placement of new shares ordered by Resolution 2022/04/01/04 IG and executed in accordance with Resolution 2022/05/27/04 IG, the Company's share capital was increased by HUF 3,728,990 HUF i.e. three million seven hundred and twenty-eight thousand nine hundred and ninety forints), which was entirely (100%) in cash, and which contribution was made available to the Company in full (100%) by the investors by May 27, 2022.

4.1.7 During the share capital increase ordered and implemented by Resolution 2022/12/08/04 IG, which was carried out through a private placement of new shares, the Company's share capital was increased by HUF 5,333,410 HUF i.e. five million three hundred and thirty-three thousandfour hundred and ten forints), which is entirely (100%) a non-monetary contribution, and which contribution was made available to the Company in full (100%) by the investors by December 8, 2022, as follows:

The value of the non-monetary contribution detailed above was determined by MAZARS Könyvszakértő és Tanácsadói Korlátolt Felelősségű Társaság (registered office: 1139 Budapest, Fiastyúk utca 4-8. 2. em., Cg. 01-09-078412) commissioned by the Company, dated July 11, 2022, which was audited by ECOMIX AUDIT Financial and Economic Consulting and Service Ltd. as auditor in its report dated December 5, 2022.

4.1.8 During the share capital increase ordered and implemented by Resolution 2022/12/13/01 IG, which was carried out through a private placement of new shares, the Company's share capital was increased by HUF 636,220 (i.e. six hundred and thirty-six thousand two hundred and twenty Hungarian forints), which is entirely (100%) a cash contribution, and which contribution was made available to the Company in full (100%) by the investors by December 28, 2022.

4.1.9 During the share capital increase ordered and implemented by Resolution 2023/08/14/01 IG, which was carried out through a private placement of new shares, the Company's share capital was increased by HUF 2,318,860 (i.e. two million three hundred and eighteen thousand eight hundred and sixty forints), which is entirely (100%) a cash contribution, and which contribution was made available to the Company in full (100%) by the investors by September 1, 2023.

4.2 Shares

4.2.1 The Company's share capital consists of 18,176,440 (eighteen million one hundred seventy-six thousand four hundred forty) registered ordinary shares with a par value of HUF 10 HUF ten Hungarian forints) each. Upon its establishment, the Company issued 1,000,000 (one million) ordinary shares with a nominal value of HUF 100 HUF one hundred forints) each; during the capital increase specified in Section 4.1.3, an additional 550,000 (five hundred and fifty thousand) with a par value of HUF 100 HUF one hundred forints) each, during the capital increase specified in Section 4.1.4, an additional 85,467 (eighty-five thousand four hundred and sixty-seven) ordinary shares with a par value of HUF 100 HUF one hundred forints) each were issued, and during the capital increase specified in Section 4.1.5, the Company issued an additional 620,022 (six hundred and twenty-two thousand) ordinary shares with a nominal value of HUF 10 HUF ten forints) each. During the capital increase specified in Section 4.1.6, the Company issued a further 372,899 (three hundred and seventy-two thousand, eight hundred and ninety-nine) ordinary shares with a nominal value of HUF 10 HUF ten forints) each, and during the capital increase specified in Section 4.1.7, a further 533,341 (five hundred and thirty-three thousand, three hundred and forty-one) ordinary shares with a nominal value of HUF 10 HUF ten forints) each were issued. During the capital increase specified in Section 4.1.8, the Company issued an additional 63,622 (sixty-three thousand six hundred and twenty-two) ordinary shares with a nominal value of HUF 10 HUF ten forints) each. During the capital increase specified in Section 4.1.9, the Company issued an additional 231,886 (two hundred and thirty-one thousand, eight hundred and eighty-six) ordinary shares with a nominal value of HUF 10 HUF ten forints) each. The Company's shares are dematerialized securities.

4.2.2 Shares issued prior to the Company's registration and prior to the full payment of the share capital or the issue price of the shares shall be null and void.

4.2.3 Shares belonging to the same share type or class and having the same nominal value shall embody membership rights of the same content and extent. The conversion of individual shares into shares belonging to another share type, class or series may be decided by a resolution of the General Meeting passed by at least a three-quarters majority, including the votes attached to the shares belonging to the share type, class or series concerned. In addition to the above, the resolution shall also require the consent of a simple majority of the shareholders of the class of shares, class of shares or series of shares adversely affected by the conversion.

5. Increasing the share capital

5.1 The Company's share capital may be increased or decreased in accordance with the relevant legal provisions.

5.2 The Company's share capital may be increased at any time by a resolution of the General Meeting or, in the case of authorization granted in the Articles of Association or by a resolution of the General Meeting, by a resolution of the Board of Directors.

5.3 The share capital may be increased:

- by issuing new shares,

- from assets in excess of the share capital,

- by issuing employee shares,

- as a conditional capital increase, by issuing convertible or exchangeable bonds.

5.4 The General Meeting may authorize the Board of Directors to increase the share capital in respect of any share capital increase and share type. The authorization shall specify:

- the maximum amount by which the Board of Directors may increase the Company's share capital,

- the method of increasing the relevant share capital and the method of placing it on the market (privately or publicly),

- the maximum period of five years during which the share capital may be increased.

5.5 If the Board of Directors is authorized to increase the share capital, the Board of Directors shall also decide on matters related to the increase of the share capital which, according to 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 rights, and the adoption of interim financial statements.

5.6 Priority rights

5.6.1 In the event of an increase in the share capital in exchange for a cash contribution by issuing new ordinary shares, shareholders shall be entitled to receive the newly issued shares in proportion to their share in the total nominal value of all shares issued by the Company, based on the total nominal value of their shares registered in the share register at the date specified in the resolutionIn the event that the number of shares registered in the shareholder's share register is not a whole number in proportion to the total number of shares issued by the Company, the number of shares that the shareholder is entitled to receive by exercising their preemptive rights shall be determined by rounding down to the nearest whole number. the number of shares that the shareholder may acquire by exercising their priority right shall be determined by rounding down to the nearest whole number.

5.6.2 Within three (3) business days following the general meeting's decision to increase the share capital in exchange for cash contributions, the Board of Directors shall publish the decision on its website and in the

inform shareholders at the locations specified by applicable law about the possibility and manner of exercising their preemptive rights, including the par value or issue price of the shares that may be acquired, as well as the start and end dates of the fifteen (15) day period during which these rights may be exercised.

5.6.3 The declaration on the exercise of the right of first refusal must be received by the Board of Directors no later than the closing date of the fifteen (15) day period. The preemptive right cannot be validly exercised after the fifteen (15) day deadline, and shareholders who do not submit a declaration by the deadline shall be deemed not to have exercised their preemptive right in relation to the given capital increase.

5.6.4 The right of priority may be exercised by means of a written legal declaration addressed to the Board of Directors, which must be accompanied by a declaration of commitment to accept the shares, without which the legal declaration shall be invalid. The legal declaration may not be amended after it has been received by the Board of Directors.

5.6.5 If a shareholder wishes to exercise their preemptive rights on more shares than they are entitled to under these Articles of Association, the shareholder's legal declaration regarding the exercise of preemptive rights shall be invalid with respect to those shares for which the shareholder was not entitled to exercise preemptive rights.

5.6.6 The General Meeting may restrict or exclude the exercise of subscription rights by a simple majority of votes cast by shareholders present at the General Meeting.

6. Reduction of share capital

6.1 The General Meeting may only adopt a resolution on the reduction of the share capital if the shareholders of the share type or class affected by the reduction unanimously approve it by way of a separate resolution. In this case, provisions relating to the possible restriction or exclusion of voting rights attached to the shares shall not apply.

6.2 The share capital shall be reduced by withdrawing shares.

6.3 The shareholder may only make payments against the share capital or waive outstanding payments on shares after the reduction in share capital has been entered in the commercial register.

6.4 In addition to the mandatory content elements, the invitation convening the General Meeting deciding on the reduction of the share capital shall contain information on the extent, reason and method of implementation of the reduction of the share capital and, if applicable, the fact of the conditional reduction of the share capital.

7. Shareholders of the Company

The Company's shareholders and the number of shares they hold are recorded in the share register.

8. The share register

8.1 The general condition for exercising shareholder rights is the registration of the shareholder in the share register. Shareholders are entitled to exercise their shareholder rights vis-à-vis the Company after being entered in the share register, on the basis of their certificate of ownership (shareholder identification). Failure to register only precludes the exercise of shareholder rights and does not affect ownership of the shares.

8.2 Entry in the share register may be refused if the shareholder acquired his or her shares in violation of the rules governing the transfer of shares set forth in the law or the Articles of Association.

8.3 The shareholder's entry in the share register shall be deleted at his request.

8.4 The Company's share register shall be maintained by the Board of Directors or by a party entrusted with its maintenance, in which case the fact of the entrustment and the details of the person maintaining the share register shall be published on the Company's website.

8.5 The share register shall contain:

- the name (company name) and place of residence (registered office) of the shareholder or shareholder's representative—in the case of jointly owned shares, the joint representative—and, if required for communication purposes, their email address;

- the number of shares held by the shareholder (indicated separately for each series of shares);

- the extent of the shareholder's ownership interest.

8.6 When making an entry in the share register, the registrar is not required to examine the application or the certificate issued by the securities account manager, nor the authenticity of the transfer. The Company excludes its liability for any negligence on the part of the shareholders' securities account manager and the consequences thereof.

8.7 When exercising shareholder rights, the Company shall be entitled to request proof of current share ownership from the shareholder on a case-by-case basis.

8.8 Data shall be deleted from the share register in such a way that it can still be determined at a later date.

9. Rights and obligations attached to shares

9.1 Right to dividends

9.1.1 Shareholders are entitled to a proportionate share (dividend) of the Company's distributable profits allocated by the General Meeting, based on the nominal value of their shares, provided that they are listed in the share register based on the owner verification conducted on the record date specified by the Board of Directors and announced in the dividend payment notice.

9.1.2 Upon approval of the annual report prepared in accordance with the Accounting Act, the General Meeting may decide on the payment of dividends based on a proposal by the Board of Directors, which has been approved in advance by the Supervisory Board. At least ten working days must elapse between the date of the General Meeting and the start date of the dividend payment. (10) working days must elapse between the date of the General Meeting and the start date of the dividend payment. The exact date of the dividend payment shall be determined by the Board of Directors and communicated to the shareholders in a public announcement. It is not possible to pay dividends in the form of non-cash benefits.

9.1.3 The Company shall be obliged to comply with the Budapest Stock Exchange Ltd.'s Xtend General Business Regulations of the Budapest Stock Exchange Ltd. The ex-coupon date may be no earlier than the third (3rd) trading day following the general meeting determining the amount of the dividend and interest. The ex-coupon date may be no earlier than the second trading day following the general meeting determining the coupon amount.

9.1.4 Interim dividend. The General Meeting may decide on the payment of an interim dividend between the adoption of two consecutive financial statements in accordance with the Accounting Act, provided that the legal conditions for this are met. The General Meeting may decide on the payment of an interim dividend based on a proposal by the Board of Directors, which has been approved in advance by the Supervisory Board. If the annual report prepared after the payment of the interim dividend shows that it is not possible to pay dividends, the shareholders shall be obliged to repay the interim dividend at the request of the Company.

9.2 Right to liquidation share. If the Company is dissolved without a legal successor, the assets remaining after the creditors have been satisfied shall be distributed among the shareholders of the Company in the same proportion as they or their legal predecessors made capital contributions to the Company, taking into account any shares issued by the Company that grant priority rights in relation to the liquidation share.

9.3 Shareholders' rights at general meetings

9.3.1 Right to participate in the General Meeting. Shareholders are entitled to participate in the General Meeting, request information, make comments and proposals, and vote with their voting shares.

9.3.2 Right to information. With regard to matters on the agenda of the General Meeting, the Board of Directors shall provide all shareholders with the information necessary for the discussion of the agenda item, so that the shareholder — upon written request submitted at least eight (8) days prior to the date of the General Meeting — shall receive the necessary information no later than three (3) days prior to the date of the General Meeting. (8) days before the date of the General Meeting, shall receive the necessary information no later than three (3) days before the date of the General Meeting.

9.3.3 Right to vote. Shareholders are entitled to vote at the General Meeting for each share they hold, unless the Company indicates in the share register that voting rights cannot be exercised in relation to certain shares.

9.3.4 Right of representation. Shareholders may exercise their shareholder rights through a representative. A representative may represent several shareholders, but a shareholder may only have one representative. The Issuer's executive officers, members of the Supervisory Board and auditors may not act as representatives. The power of attorney for representation must be recorded in a public document or in a private document with full probative force.

The shareholder may appoint a proxy to exercise his or her shareholder rights vis-à-vis the Issuer. The proxy shall exercise the shareholder rights in his or her own name, for the benefit of the shareholder. The proxy shall be entered in the share register.

9.4 Minority rights

9.4.1 Right to convene a General Meeting. Shareholders of the Company who together hold at least one percent (1%) of the voting rights may request the convening of a General Meeting of the Company at any time, stating the reason and purpose. If the Board of Directors fails to take action to convene the General Meeting at the earliest possible date within eight (8) days of receiving the request, the General Meeting shall be convened by the proposers.

At the request of the Company, the court registering the Company shall convene or authorize the petitioners to convene a meeting.

9.4.2 Right to supplement the agenda. If a shareholder or shareholders of the Company who together hold at least one percent (1%) of the voting rights submit a proposal to supplement the agenda in accordance with the rules on the detail of the agenda, or a draft resolution relating to an item on the agenda or to be included on the agenda, to the Board of Directors within eight (8) days of the publication of the announcement convening the General Meeting. The Board of Directors shall publish an announcement on the supplemented agenda and the draft resolutions submitted by the shareholders after the proposal has been communicated to it. The issue indicated in the announcement shall be considered to be on the agenda.

9.4.3 Right to initiate a special audit

If the General Meeting rejects or does not submit for resolution the motion that the last report or any economic event or commitment related to the activities of the Board of Directors in the last two years be examined by an independent auditor appointed specifically for this purpose, such examination shall be ordered by the court registering the Company at the request of a shareholder or shareholders holding at least one percent (1%) of the voting rights, submitted within a (30) days from the date of the General Meeting, the court registering the Company shall order the audit and appoint the auditor at the Company's expense.

9.4.4 Shareholders of the Company who together hold at least one percent (1%) of the voting rights may request the court registering the Company to appoint an auditor for the benefit of the shareholders from the Company's equity capital. may request the court registering the Company to appoint an auditor to examine the legality of the payment made from the Company's equity capital in favor of the shareholders, taking into account the shareholders' membership status, within a limitation period of one (1) year from the date of the payment in question, provided that as a result of the payment, the Company's equity capital does not or would not reach the Company's share capital or jeopardize the Company's solvency.

9.4.5 Right to initiate the enforcement of claims. If the General Meeting rejects or fails to pass a resolution on a motion to enforce a claim that can be brought against the Company by a shareholder, senior officer, member of the Supervisory Board, or auditor, the shareholder or shareholders of the Company who together hold at least one percent (1%) of the voting rights may themselves enforce the claim on behalf of and for the benefit of the Company within a thirty (30) day limitation period from the date of the General Meeting.

9.5 Obligations and responsibilities of shareholders: obligation to make capital contributions. Shareholders are obliged to make cash and non-cash capital contributions to the Company in an amount corresponding to the nominal value or issue price of the shares they have acquired or subscribed for. If the shareholder fails to make the agreed capital contribution by the prescribed date, the Board of Directors shall set a deadline of thirty (30) days and notify the shareholder of the legal consequences, calling on the shareholder to fulfill their obligation. If the deadline passes without result, the shareholder's legal relationship as a shareholder shall terminate. The former shareholder shall be liable for any damage caused to the Company by failure to perform in accordance with the rules on liability for breach of contract.

10. The General Assembly

10.1 General provisions, participation in the General Meeting

10.1.1 The General Meeting is the supreme body of the Company: shareholders exercise their decision-making powers, as granted to them by law or the Articles of Association, at the General Meeting, which consists of all shareholders.

10.1.2 Shareholders may participate in and vote at the General Meeting provided that they or their proxies are registered in the Company's share register no later than the second (E-2) working day preceding the opening day of the General Meeting.

10.1.3          

Owner verification. Verification of ownership in connection with the closing of the share register prior to the General Meeting.

In the event of a match, the registrar shall delete all data entered in the share register that was valid at the time of the owner match and, at the same time, enter the data corresponding to the result of the owner match in the

enters it in the share register and closes it with the owner identification data. Subsequently, the entry concerning the shareholder's share ownership may be made in the share register at the earliest on the working day following the closing of the General Meeting.

10.1.4 The transfer of shares following the matching of ownership shall not affect the rights of persons registered in the share register to participate in the General Meeting and exercise their shareholder rights at the General Meeting.

10.1.5 Shareholders may not exercise their voting rights by mail prior to the General Meeting; they may only participate in the General Meeting in person.

10.2 Matters falling within the competence of the General Meeting. The General Meeting shall have competence over all matters referred to its exclusive competence by law or these Articles of Association, in particular:

10.2.1 establishing and amending the articles of association;

10.2.2 decision on changing the Company's form of operation;

10.2.3 decision on the delisting of the Company's shares from a regulated market or multilateral trading facility, or the transfer of its shares to another market;

10.2.4 deciding on the transformation, merger, or dissolution without legal succession of the Company;

10.2.5 deciding on the provision of financial assistance in connection with the acquisition of shares issued by the Company by third parties;

10.2.6 decision on the reduction of share capital;

10.2.7 deciding on increasing the share capital and authorizing the Board of Directors to increase the share capital;

10.2.8 electing and dismissing members of the Board of Directors and determining their remuneration;

10.2.9 the election and dismissal of members of the Supervisory Board and the determination of their remuneration

10.2.10 electing and dismissing members of the Audit Committee and determining their remuneration;

10.2.11 electing, dismissing, and determining the remuneration of the permanent auditor;

10.2.12 deciding on guidelines for the long-term remuneration and incentive schemes for members of the Board of Directors and senior management;

10.2.13 deciding on the adoption of the annual report and the corporate governance report as defined by the relevant legislation and stock exchange rules;

10.2.14 decision on the appropriation of taxed profits;

10.2.15 decision on the acquisition of own shares and on authorizing the Board of Directors to acquire own shares;

10.2.16 decisions on the issuance of convertible bonds and bonds with subscription rights, as well as authorizing the Board of Directors to issue convertible bonds;

10.2.17 deciding on the enforcement of claims for damages against members of the Board of Directors or the Permanent Auditor;

10.2.18 decision on changing the rights attached to individual series of shares;

10.2.19 supports or rejects the Remuneration Policy and the Remuneration Report in an advisory vote;

10.2.20 decision on the discharge to be granted to the members of the Board of Directors;

10.2.21 Deciding on all matters referred to the exclusive competence of the General Meeting by law or the Articles of Association.

                  The General Meeting shall decide on the matters set out in sections 10.2.1-10.2.6 above and on the matters prescribed by the Civil Code by a three-quarters (¾) majority of the votes represented (cast) at the General Meeting; in other respects, the General Meeting shall adopt its resolutions by a simple majority. Decisions on increasing the share capital (10.2.7) and changing the rights attached to individual series of shares (10.2.18) require the consent of the shareholders of the relevant series of shares, adopted by a simple majority.

10.3 With regard to Section 10.2.3, the Company expressly undertakes to provide shareholders who do not support the decision of the general meeting on delisting with a right of sale in accordance with the provisions of Section 63(7) of Act CXX of 2001 on the Capital Market (hereinafter: "Tpt."). 63. S (7) of Act CXX of 2001 on the Capital Market (hereinafter: "Tpt."), it will grant the right of sale to shareholders who do not support the decision of the general meeting on delisting, under the same conditions as those set out in the Tpt. In this regard, the provisions of this section shall be considered by the Budapest Stock Exchange Ltd. as the market operator and the Company as a contractual obligation of the Company in favor of a third party pursuant to Section 6:136 of the Civil Code, whereby the Company accepts that, with reference to the Budapest Stock Exchange Xtend General Business Regulations in force at any given time, the shareholder concerned may directly demand that the Company purchase its shares from it in accordance with Section 63(7) and Section 63/A of the Tpt. The shareholder may demand the fulfillment of the above purchase obligation stipulated in his/her favor after becoming aware of the Company's general meeting resolution on delisting, given that notification of the obligation stipulated in this section in favor of the shareholder shall be deemed to have been given, on the one hand, by the publication of the Budapest Stock Exchange Xtend General Business Rules in force at any given time in a manner accessible to anyone and, on the other hand, by the shareholder becoming aware of the Company's delisting decision.

10.4 Rules for convening the General Meeting

10.4.1 The General Meeting shall be convened at least once a year for the purpose of approving the financial statements in accordance with the Accounting Act (annual General Meeting).

10.4.2 If an extraordinary General Meeting is convened at the initiative of the influential party due to a shareholder resolution related to a public tender offer for the Company's shares or following a successful public tender offer procedure, the General Meeting shall be convened at least fifteen (15) days prior to its starting date.

10.4.3 The General Meeting shall be convened by the Board of Directors by publishing an invitation, and shall ensure that the invitation to the General Meeting is published on the Company's website and in the places of publication required by applicable law at least thirty (E-30) days prior to the start date of the General Meeting. With the consent of all shareholders, the General Meeting may also be convened at an earlier date.

10.4.4 The General Meeting shall be held at the Company's registered office, but the Board of Directors shall be entitled to designate another location.

10.4.5 The Board of Directors may invite any person to attend the General Meeting and grant them the right to express their opinion and make comments if it considers that the presence and opinion of such person would contribute to the information of the shareholders or assist in the decision-making process of the General Meeting.

10.4.6 The invitation shall include:

- the name and registered office of the Company,

- the time and domestic location of the General Meeting,

- the agenda of the General Meeting,

- the conditions for exercising the right to add items to the agenda,

- the manner in which the General Meeting is held,

- the conditions for exercising voting rights as set out in the articles of association,

- the location where the original and complete texts of draft resolutions and documents to be submitted to the General Assembly are available,

- in the event that the General Meeting is unable to reach a decision, the place and time of the repeat General Meeting.

10.4.7 In addition to the information contained in the invitation, the Company shall publish the following on its website at least twenty-one (21) days prior to the General Meeting:

- aggregate data on the number of shares existing at the time of the meeting and the proportion of voting rights, including separate aggregates for each class of shares;

- proposals relating to items on the agenda, audit committee or auditor reports relating to those items, and draft resolutions;

- forms to be used for voting by proxy or by mail, if they have not been sent directly to the shareholders.

The deadline for providing information regarding the financial statements prepared in accordance with the Accounting Act and the key data of the Management Board's report is fifteen (E-15) days prior to the General Meeting.

10.4.8 Shareholders who so desire shall be sent the materials to be published for the general meeting by electronic means at the same time as the materials are made public.

10.4.9 Attendance sheet. An attendance sheet shall be prepared for shareholders attending the General Meeting. The attendance sheet shall include:

- the names and places of residence or registered offices of the shareholders or their representatives;

- the number of shares held by shareholders;

- the number of votes to which shareholders are entitled;

- changes in the persons present during the General Meeting.

The attendance sheet shall be authenticated by the signatures of the chairperson of the General Assembly and the minute-taker.

10.5 Quorum, general rules for exercising voting rights

10.5.1 The General Meeting shall have a quorum if shareholders representing more than half of the votes cast participate in the meeting.

10.5.2 Each ordinary share with a nominal value of HUF 10 HUF ten forints) entitles the holder to one vote.

10.5.3 Quorum must be verified for every decision.

10.5.4 If a shareholder is not entitled to vote on a particular matter, he or she shall be disregarded when determining the quorum for that resolution.

10.5.5 The following persons may not vote on the decision:

- who is exempted from obligations or responsibilities by the resolution or who receives other benefits at the expense of the Company;

- with whom a contract must be concluded in accordance with the decision;

- against whom legal proceedings must be initiated on the basis of the decision;

- whose relative is interested in the decision and who is not a shareholder of the Company;

- who has a controlling influence over another organization with an interest in the decision; or

- who, incidentally, has a personal interest in the decision.

10.6 Repeated General Meeting. If the General Meeting does not have a quorum, the repeated General Meeting shall have a quorum regardless of the number of votes represented by those present, provided that it is convened at least ten (10) days and no more than twenty-one (21) days after the original date.

10.7 Suspension of the General Meeting. The General Meeting may suspend its session on one occasion for a maximum of thirty (30) days. At the General Meeting held as a continuation of the suspended meeting, the quorum shall be determined in the same manner as at the beginning of the General Meeting. In the case of a General Meeting held as a continuation of a suspended meeting, the rules governing the convening of the General Meeting and the election of the officers of the General Meeting shall not apply.

10.8 Conducting the General Meeting, the minutes

10.8.1 The General Meeting shall be chaired by the Chair of the Board of Directors or by a person appointed by the Board of Directors to perform this task.

10.8.2 Chair of the General Assembly:

- opens the General Meeting;

- examines the regularity of the convening of the General Meeting;

- checks the powers of attorney and representation rights of shareholder representatives;

- determines the quorum of the General Meeting and the number of votes that can be cast, and in the event of a lack of quorum, adjourns the General Meeting;

- makes proposals to the General Meeting regarding the appointment of the minute-taker, the vote counter, and the shareholder responsible for certifying the minutes;

-        

conducts the meeting in the order of business specified in the invitation and presents the proposed resolutions;

- orders the vote, announces the result, and communicates the decision of the General Assembly;

- orders a recess, declares the suspension of the General Meeting, or closes it;

- ensures that the minutes of the general meeting and the attendance sheet are prepared.

10.8.3 Minutes shall be taken of the General Meeting. The minutes shall include:

- the name and registered office of the Company;

- the manner, place, and time of holding the General Meeting;

- the names of the chairperson of the General Meeting, the minute-taker, the vote counter, and the person certifying the minutes;

- the most important events that took place at the General Meeting, the motions that were made;

-        

the proposed resolutions, the number of valid votes cast and cast in relation to each resolution, the proportion of share capital represented by these votes, the number of votes cast, votes against and abstentions.

10.8.4 The minutes shall be signed by the chairperson of the General Meeting and the minute-taker, and shall be certified by the shareholder elected as certifier.

10.8.5 The Board of Directors shall submit the minutes of the General Meeting and the attendance sheet to the court of registration within thirty (30) days of the conclusion of the General Meeting.

10.8.6 Any shareholder may request the Board of Directors to issue a copy of the minutes of the general meeting or an extract containing part of the minutes, which the Board of Directors shall be obliged to issue.

10.8.7 The Company shall publish the resolutions adopted at the General Meeting on its website and in the places specified by law.

10.9 Electronic General Meeting

10.9.1. At the initiative of the Board of Directors, the General Meeting may also be held by means of a conference call or video conference (Electronic General Meeting), unless any shareholder expressly requests that the meeting be held in person.

10.9.2.   In this case, in addition to the information specified in Section 10.4.6, the invitation to the general meeting shall include the access route for the telephone or video conference, the telephone number or other means necessary for this, as well as the code and password required to connect to the telephone or video conference and to identify the participating members.

10.9.3 The presence of a shareholder at an Electronic General Meeting shall be considered personal participation if the shareholder can hear everything said at the General Meeting throughout its entire duration and is provided with the opportunity to comment.

10.9.4 The proceedings of the Electronic General Meeting and the resolutions adopted therein shall be recorded and stored on data storage media.

10.9.5 Following the opening of the Electronic General Meeting, the shareholders shall elect a person to record the proceedings of the General Meeting, who shall ensure that the proceedings of the General Meeting are recorded by means of audio recording.

10.9.6 Decisions made at the Electronic General Meeting shall be recorded in the minutes based on the recorded recording, which shall be certified by the Board of Directors.

10.9.7 In all other respects, the general rules applicable to the General Meeting shall apply to the Electronic General Meeting.

11. Board of Directors

11.1 The Company shall establish a Board of Directors, which shall be the executive body of the Company.

11.2 In the course of their activities, the members of the Board of Directors shall act in accordance with the interests of the Company.

11.3 The Board of Directors shall consist of at least three (3) members, whose members and first chairperson shall be elected by the general meeting, while the additional chairperson shall be elected by the Board of Directors from among its members.

11.4 Membership of the Board of Directors shall be established upon acceptance by the person appointed by the General Meeting; the members of the Board of Directors shall be the executive officers of the Company.

11.5 The mandate of a member of the Board of Directors shall terminate in the following cases:

- by revocation by the General Assembly;

- after a specified period of time (in the case of a fixed-term appointment);

- upon the occurrence of a terminating condition (in the case of an appointment subject to a terminating condition);

- by resignation;

- death;

- by restricting the member's capacity to act to the extent necessary for the performance of their duties;

- in the event of grounds for exclusion or incompatibility arising in relation to the member.

11.6 Recall. A member of the Board of Directors may be recalled by the General Meeting at any time, but the General Meeting may recall no more than one member at a time. (1) The General Meeting may validly decide on the recall of a member of the Board of Directors in such a way that no further members of the Board of Directors may be recalled within twelve (12) months of the General Meeting deciding on the recall of a member of the Board of Directors.

11.7 Resignation. A member of the Board of Directors may resign from his or her position at any time by submitting a statement addressed to the Company, the Chairman of the Board of Directors or any other member of the Board of Directors, or the General Meeting. If the Company's operational capacity so requires, the resignation shall only take effect upon the appointment or election of a new member of the Board of Directors, or, in the absence thereof, no later than on the sixtieth (60th) day following the date of notification.

11.8 If the number of members of the Board of Directors falls below three (3) or if its operation becomes impossible for any other reason (in particular, but not exclusively, if there is no person to convene its meetings), the Board of Directors shall inform the General Meeting thereof.

11.9 Conflict of interest. Members of the Board of Directors may not acquire shares in other business associations whose main activity is the same as that of the Company, with the exception of publicly traded companies, nor may they be a senior officer or member of the Supervisory Board in another business association engaged in the same main activity as the Company, except for such positions held in the Company's affiliated companies or if approved by a resolution of the General Meeting. If a member of the Board of Directors accepts an executive position, he or she shall notify the Company in advance in writing of the acceptance of the new executive position by means of a statement addressed to the Chairman of the Board of Directors or any other member of the Board of Directors.

11.10 Members of the Board of Directors

Chair: Viktor Szekeres

Address: 1146 Budapest, Dózsa György út 91, 1st floor, 3.

The mandate is for an indefinite period.

Start date of the mandate: Date of entry into force

Tag: Katalin Lódi

Address: 2141 Csömör, Szőlő utca 12.

The mandate is for an indefinite period.

Start date of the mandate: Date of entry into force

Tag: Viktor Sum

Address: 2112 Veresegyház, Bihari János Street 8, Building C.

The mandate is for an indefinite period.

Start date of the mandate: Date of entry into force

Tag: Attila Gayer

Address: 2481 Velence, Sirály u. 15.

The mandate is for an indefinite period.

Start date of assignment: August 31, 2020.

Tag: Tamás Járdán

Address: 1122 Budapest, Csaba u. 6 II/10.

The mandate is for an indefinite period.

Start date of assignment: November 15, 2021.

Tag: Péter Oszlánszki

Address: 1095 Budapest, Mester utca 73, door 1

The mandate is for an indefinite period.

Start date of assignment: May 16, 2023.

11.11 Members of the Board of Directors are obliged to maintain confidentiality regarding any business secrets that come to their knowledge in the course of their activities, without any time limitation.

11.12 Tasks and powers of the Board of Directors

The Board of Directors shall have the authority to decide on all matters that do not fall within the exclusive competence of the General Meeting or that are referred to the Board of Directors by law or the Articles of Association, in particular:

11.12.1 managing the Company's business;

11.12.2 keeping the Company's share register or commissioning someone to do so (the fact of the commission and the personal details of the person commissioned must be disclosed);

11.12.3 appointing the chief executive officer and deputy chief executive officer(s) and exercising and supervising employer rights over them, as well as determining their remuneration based on the guidelines set by the General Meeting;

11.12.4 granting or revoking the right to sign on behalf of the Company to employees of the Company in relation to specific groups of matters;

11.12.5 keeping the Company's business books in accordance with the rules, in particular preparing the Company's financial statements in accordance with the Accounting Act and the proposal for the use of the opinion, and submitting them to the General Meeting;

11.12.6 preparing the Company's annual and long-term (financial, development, and business) programs, annual financial, development, and business plans, and business policy concepts, and monitoring their implementation;

11.12.7 convening and organizing the General Meeting, forming preliminary positions on issues requiring a decision by the General Meeting, and submitting proposals;

11.12.8 submitting a resolution proposal regarding the election of the Company's auditor;

11.12.9 submitting a report presenting the Company's corporate governance practices, prepared in the manner prescribed for participants of the Budapest Stock Exchange, to the Annual General Meeting, and fulfilling the mandatory reporting requirements of other authorities and bodies;

11.12.10 acquisition of own shares based on the authorization of the General Meeting or within the framework of court proceedings aimed at settling claims due to the Company or during a transformation;

11.12.11 submitting the corporate governance report to the General Meeting and preparing periodic reports (annual general meeting and quarterly supervisory board reports);

11.12.12 deciding on all matters not referred to the General Meeting by law, the General Meeting, or the Articles of Association,

11.12.13 deciding to take out a loan, provide a guarantee or assume any other financial obligation, even if it deviates from the Company's normal financial activities or business operations;

11.12.14 preparing mandatory reports and regulations for the general meeting (including, in particular, the remuneration policy and remuneration report) or approving them,

11.12.15 The Board of Directors may, at its discretion, bring matters within the scope of its authority that do not fall within the reserved powers of other bodies.

11.13 Members of the Board of Directors may request the court to invalidate a resolution adopted by the General Meeting or other bodies of the Company if the resolution violates the law or conflicts with the Articles of Association.

11.14 The detailed rules governing the operation of the Board of Directors are set out in the rules of procedure drawn up by the Board of Directors, including the rules on quorum and decision-making. Based on the Rules of Procedure of the Board of Directors, the Board of Directors may delegate certain tasks and powers falling within its remit to specific members of the Board of Directors.

12. Chief Executive Officer, Deputy Chief Executive Officers, Company Manager

12.1 Based on the decision of the Board of Directors, the Company may appoint a chief executive officer and one or more deputy chief executive officers, who shall be elected by the Board of Directors. The Chief Executive Officer and Deputy Chief Executive Officers shall be employed by the Company, with the Board of Directors exercising employer rights over them and the Board of Directors being represented by a designated member of the Board of Directors (or, in the absence thereof, by the Chairman of the Board of Directors).

12.2 A company manager may be appointed at the Company.

13. Representation of the Company and signing on behalf of the Company

13.1 The Company is legally represented by Viktor Szekeres (mother's name: Katalin Szabó; date of birth: August 7, 1980) as Chairman of the Board of Directors and the following members of the Board of Directors acting independently: Katalin Lódi (mother's name: Margit Vigh; date of birth: August 30, 1976), Viktor Sum (mother's name: Erzsébet Fodor; date of birth: June 30, 1973) and Péter Oszlánszki (mother's name: Ilona Hajdu; date of birth: September 28, 1983).

Attila Gayer (mother's name: Elvira Hende; address: 2481 Velence, Sirály utca 15.) and Tamás Járdán (mother's name: Erzsébet Vass; address: 1122 Budapest Csaba u. 6 II/10.) do not exercise the right to sign on behalf of the company or represent it.

Tibor Kiss (mother's name: Ilona Kiss; date of birth: April 6, 1986), business unit manager, exercises independent signing and representation rights on behalf of the Company.

13.2 The Board of Directors may authorize Company employees to represent the Company in a specific group of matters by means of a written statement. An employee who has been granted the right of representation in a specific group of matters may only represent the Company in matters falling within the scope of the authorization granted to him or her, and may not act on behalf of the Company in any other matters.

may exercise his or her rights independently or jointly (together with another representative vested with joint representation rights) for the duration of the authorization.

13.3 Any restriction on the representative rights of the Company's representative entered in the commercial register and/or any conditions or approvals attached to his or her statements shall only be effective vis-à-vis third parties if this is apparent from the commercial register or if the third party is aware or should have been aware of such restriction or condition.

13.4 The Company's signature

13.4.1 The Company shall be represented by persons vested with the right of representation by means of a written signature. Persons authorized to sign on behalf of the Company shall sign in the manner and form specified in their certified signature statement.

13.4.2 Persons authorized to sign on behalf of the company: Viktor Szekeres (mother's name: Katalin Szabó; date of birth: August 7, 1980), as Chairman of the Board of Directors, Katalin Lódi (mother's name: Margit Vigh; date of birth: August 30, 1976), Viktor Sum (mother's name: Erzsébet Fodor; date of birth: June 30, 1973), Tibor Kiss (mother's name: Ilona Kiss; date of birth: April 6, 1986) and Péter Oszlánszki (mother's name: Ilona Hajdu; date of birth: September 28, 1983).

13.4.3 Attila Gayer (mother's name: Elvira Hende; address: 2481 Velence, Sirály utca 15.) and Tamás Járdán (mother's name: Erzsébet Vass; address: 1122 Budapest Csaba u. 6 II/10.) do not exercise the right to sign on behalf of the company or represent it.

13.4.4 In addition to the above, employees of the Company may be granted sole or joint signing authority based on a resolution (authorization) of the General Meeting or the Board of Directors.

14. Supervisory Board

14.1 The Supervisory Board is the Company's supervisory body, which supervises the management of the Company on behalf of the shareholders and the General Meeting.

14.2 The members of the Supervisory Board shall act independently in the performance of their duties; they shall be independent of the Company's management and shall not be subject to instructions in the performance of their duties. The Supervisory Board shall act as a body, but may divide its supervisory tasks among its members on a permanent basis or on an ad hoc basis.

14.3              

The Supervisory Board shall establish its own rules of procedure and rules of conduct, subject to approval by the General Meeting.

14.4 Members of the Supervisory Board shall be liable to the Company for any damage caused to the Company by their failure to perform or improper performance of their supervisory duties, in accordance with the rules governing liability for damage caused by breach of contract.

14.5 The Supervisory Board shall consist of at least three (3) natural persons, and the majority of its members shall be independent members as defined in Section 3:287 of Act V of 2013 on the Civil Code. The members of the Supervisory Board shall be elected by the General Meeting, while its chairperson shall be elected by the members themselves from among their number.

14.6 The first members of the Supervisory Board shall serve for a term extending from the Effective Date until May 31, 2023 (members of the Supervisory Board elected thereafter shall not be listed in the Articles of Association):

Member: Zoltán Megyesi (independent member)

Mother's name: Etelka Smaraglai

Address: 1164 Budapest, Kőműves utca 15.

Term of office: until May 31, 2023.

Start date of the mandate: the date of entry into force.

Member: Henrietta Mária Kocsor (independent member)

Mother's name: Mária Besenyei

Address: 2120 Dunakeszi, Rákóczi út 118.

Term of office: until May 31, 2023.

Start date of the mandate: the date of entry into force.

Member: Dr. Attila Ernő Pintér (independent member)

Mother's name: Mária Nagy

Address: 1066 Budapest, Jókai utca 24, ground floor, apartment 3.

Term of office: until May 31, 2023.

Start date of the mandate: the date of entry into force.

14.7 The mandate of the members of the Supervisory Board may be terminated in the following cases:

- by revocation by the General Assembly;

- after a specified period of time (in the case of a fixed-term appointment);

- upon the occurrence of a terminating condition (in the case of an appointment subject to a terminating condition);

- by resignation;

- death;

- by restricting the member's capacity to act to the extent necessary for the performance of their duties;

- in the event of grounds for exclusion or incompatibility arising in relation to the member.

14.8 Resignation. A member of the Supervisory Board may resign from his or her position at any time by submitting a statement addressed to the Company and directed to the Board of Directors. If the Company's operational requirements so dictate, the resignation shall only take effect upon the appointment or election of a new member of the Supervisory Board, or, failing that, no later than on the sixtieth (60th) day following the date of notification.

14.9 If, for any reason, the number of members of the Supervisory Board falls below three (3), the management of the Company shall be obliged to initiate a General Meeting in order to restore the proper functioning of the Supervisory Board.

14.10 Members of the Supervisory Board may not acquire shares in other business associations whose main activity is the same as that of the Company, nor may they be a senior officer or member of the Supervisory Board in another business association whose main activity is the same as that of the Company, except for the Company's affiliated companies or if approved by a resolution of the General Meeting. If a member of the Supervisory Board accepts another executive position, they shall notify the Company in writing in advance of the acceptance of the new executive position.

14.11 Members of the Supervisory Board shall be obliged to maintain confidentiality regarding any business secrets that come to their knowledge in the course of their activities, without any time limitation.

14.12 Duties and powers of the Supervisory Board

14.12.1 A member of the Supervisory Board may request the court to invalidate a resolution adopted by the General Meeting or other bodies of the Company if the resolution violates the law or conflicts with the Articles of Association.

14.12.2 If a decision made by the General Meeting or other bodies of the Company is challenged by a senior officer of the Company and there is no other senior officer of the Company who could represent the Company, the Company shall be represented in the lawsuit by a member of the Supervisory Board designated by the Supervisory Board.

14.12.3 The Supervisory Board shall examine all important proposals submitted to the General Meeting or the Board of Directors and present its position on these proposals at the General Meeting or the Board of Directors meeting.

14.12.4 The General Meeting may only decide on the financial statements pursuant to Act C of 2000 on Accounting and the appropriation of taxed profits on the basis of a written report from the Supervisory Board. The approval of the Supervisory Board is required for the adoption of the Board of Directors' proposal on interim dividends.

14.12.5 The Supervisory Board shall carry out the ordered audits with the assistance of its members or with the involvement of external experts.

14.13            

Members of the Supervisory Board or external experts appointed by them may inspect the Company's documents, accounting records and books of the Company, request information from senior officers and employees of the Company, and examine the Company's payment accounts, cash registers, securities and inventory, as well as its contracts, and have them examined by experts.

14.14 If, in the opinion of the Supervisory Board, the activities of the Company's management violate any provision of law or the Articles of Association, or are otherwise contrary to the resolutions of the General Meeting, or otherwise violate the interests of the Company or the General Meeting, it shall immediately inform the General Meeting thereof and make a proposal for action.

15. Audit Committee

15.1 The Audit Committee is the Company's supervisory body, which assists the Supervisory Board in auditing the financial reporting system, selecting the auditor, and cooperating with the auditor.

15.2 The Audit Committee acts as a body, but may divide its audit tasks among its members on a permanent basis or on an ad hoc basis. The members of the Audit Committee are required to participate personally in the work of the Audit Committee. The members of the Audit Committee may not be instructed in the performance of their duties.

15.3 The duties and powers of the Audit Committee

15.3.1 The Audit Committee monitors the effectiveness of the Company's internal control and risk management systems, as well as the financial reporting process, and makes recommendations where necessary.

15.3.2 The Audit Committee monitors the statutory audit of the annual financial statements, taking into account Act LXXV of 2007 on Auditing and Public Oversight of Auditors (hereinafter: Kkt.) Act LXXV of 2007 on Auditing Activities and Public Oversight of Auditors (hereinafter: Kkt.), and the findings and conclusions made during the quality control procedure conducted in accordance with the Kkt.

15.3.3 The Audit Committee shall review and verify the independence of the permanent auditor, with particular regard to the specific requirements for the statutory audit of public-interest entities and the fulfillment of the requirements set out in Article 5 of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014, repealing Commission Decision 2005/909/EC. Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 repealing Commission Decision 2005/909/EC.

15.3.4 At least twenty-one (21) days prior to the Annual General Meeting, the Audit Committee shall prepare a written report for the General Meeting on its findings regarding matters within its remit.

15.3.5 The General Meeting may only decide on the annual report prepared in accordance with the Accounting Act and the appropriation of the taxed profit after receiving the written report of the Audit Committee.

15.3.6 In order to perform their duties, members of the Audit Committee may inspect the Company's books, request information from members of the Board of Directors and employees of the Company, and inspect or have an expert inspect the Company's cash, securities and inventory, contracts, and bank accounts, or have them examined by an expert.

15.3.7 The Audit Committee shall establish its own rules of procedure and other rules governing its operation.

15.3.8 The members of the Audit Committee shall be obliged to maintain confidentiality regarding any business secrets that come to their knowledge in the course of their activities, without any time limitation.

15.4 Election and termination of the mandate of Audit Committee members

15.4.1 The Audit Committee shall consist of three (3) members, who shall be elected by the General Meeting from among the independent members of the Supervisory Board, provided that the Audit Committee shall have a member with accounting or auditing qualifications, while its members shall collectively have expertise in the sector in which the Company operates.

15.4.2 The chairperson of the Audit Committee shall be elected by the members of the Audit Committee from among themselves.

15.4.3 Conflict of interest. Members of the Audit Committee may not acquire shares in other business associations whose main activity is the same as that of the Company, nor may they be senior officers or members of the Supervisory Board of other business associations whose main activity is the same as that of the Company. If a member of the Audit Committee accepts an executive position, he or she shall notify the Company in advance in writing of the acceptance of the new executive position by means of a statement addressed to the Chairman of the Board of Directors or any other member of the Board of Directors.

15.4.4 The mandate of a member of the Audit Committee shall terminate in the following cases:

- by recall by the General Assembly;

- after a specified period of time (in the case of a fixed-term appointment);

- upon the occurrence of a condition precedent (in the case of an appointment subject to a condition precedent);

- loss of independence;

- by resignation;

- death;

- by restricting the member's capacity to act to the extent necessary for the performance of their duties;

- upon the occurrence of grounds for exclusion or incompatibility with respect to the member.

16. Permanent auditor

16.1 The Company's financial management and financial position shall be audited by the permanent auditor. The permanent auditor's task is to issue an independent report after completing the audit of the Company, stating whether the financial statements of the business association comply with the law and give a true and fair view of the Company's financial position, financial performance, and results of operations.

16.2 Permanent auditor and the General Meeting. The Company shall have its financial statements audited by an auditor to verify their accuracy and compliance with the law. The permanent auditor shall be invited to attend the General Meeting discussing the annual financial statements prepared in accordance with the Accounting Act and shall be obliged to attend, provided that his/her absence does not prevent the General Meeting from being held.

16.3 Permanent auditor and the Board of Directors. The permanent auditor may attend Board meetings (in an advisory capacity) or may be invited to attend by Board members, in which case he or she is required to attend. The Board is required to include items proposed by the permanent auditor on its agenda. At the request of the Board of Directors, the permanent auditor shall examine any material business report to be submitted to the General Meeting to ensure that it contains accurate data and complies with legal requirements. The Board of Directors shall include items proposed by the permanent auditor on its agenda.

16.4 If the permanent auditor detects a change in the Company's assets that jeopardizes the satisfaction of claims against the Company, or if he or she detects circumstances that entail the liability of the members of the executive officers as defined by law, he shall be obliged to initiate the necessary measures with the Board of Directors for the General Meeting to make a decision, and if this initiative does not lead to a result, the auditor shall be obliged to notify the commercial court exercising legal supervision over the Company.

16.5 In order to perform his/her duties, and to the extent necessary, the permanent auditor may inspect the Company's books, request information from members of the Board of Directors and employees of the Company, and examine the Company's cash, securities and inventory, contracts, and bank accounts.

16.6 The permanent auditor may not provide any services to the Company or establish any cooperation with the Board of Directors that would jeopardize the objective and independent performance of its audit duties; and may only perform other activities for the Company if the subject of the assignment does not affect the duties and responsibilities of the auditor as set out in the engagement letter for the performance of the permanent audit. If the permanent auditor is a business association, the person responsible for auditing may not perform any other work for the Company on the basis of another engagement.

16.7 The permanent auditor shall keep all information obtained about the Company confidential as business secrets.

16.8 The permanent auditor shall be subject to the liability rules set out in the legislation applicable to auditors and in the Civil Code.

16.9 Election and termination of the permanent auditor

16.9.1 The Company's permanent auditor shall be elected by the General Meeting for a fixed term of up to five (5) years, and his/her remuneration shall also be determined by the General Meeting (in the absence of a relevant resolution by the General Meeting, the remuneration shall be equal to the remuneration determined by the General Meeting for the previous period). The term of office of the permanent auditor shall not be shorter than the period from the General Meeting that elected him/her to the General Meeting that approves the annual report for the given financial year.

16.9.2 A person (as an individual auditor) or business entity may be elected as permanent auditor if they are listed in the register of auditors in accordance with the relevant legislation. A shareholder of the Company, a member of the Board of Directors or a relative thereof, or an employee of the Company may not be the permanent auditor of the Company for a period of three (3) years from the date of termination of their capacity in that capacity.

16.9.3 If the permanent auditor is an economic entity, it shall designate the senior officer or employee who is personally responsible for the audit; such person may only be designated with the approval of the general meeting.

16.9.4 Within ninety (90) days of the election of the permanent auditor, the Board of Directors shall conclude a contract of engagement in accordance with the rules of civil law, under the conditions and on the basis of the remuneration prescribed by the General Meeting. If the contract is not concluded within this period, the General Meeting shall be obliged to elect a new auditor.

16.9.5 The mandate of the permanent auditor shall terminate in the following cases:

- after a specified period of time has elapsed;

- recall based on a decision by the general meeting;

- the occurrence of any grounds for exclusion specified in the law or in these Articles of Association;

- by terminating the contract of engagement;

- death.

16.9.6 Restrictions on dismissal. The findings of the independent auditor's report or the refusal to issue an auditor's opinion on the Company's financial statements prepared in accordance with the Accounting Act shall not constitute grounds for the dismissal of the permanent auditor.

16.10 The Company's auditor for a fixed term ending on May 16, 2028:

INTERAUDITOR Consulting Limited Liability Company

Company registration number: 01-09-063211.

Headquarters: 1074 Budapest, Vörösmarty utca 16-18 A. ép. fszt. 1/F.

Tax number: 10272172-2-42

Person responsible for auditing: Mrs. Ferencné Móri

Address: 1163 Budapest, Somoskő u. 10.

mother's name: Anna Kovács

17. Other provisions

17.1 Termination of the Company

17.1.1 Cases of termination of the Company:

- the General Meeting decides to dissolve the Company without a legal successor;

- the General Meeting decides to terminate the Company by legal succession;

- the competent authority (company registry or court) dissolves the Company.

17.1.2 If the Company is dissolved without a legal successor, liquidation proceedings shall be initiated, except in the case of liquidation proceedings and ex officio deletion by the commercial court.

17.1.3 In the event of the Company's dissolution without a legal successor, the provisions of these Articles of Association shall apply to the liquidation rights of the shareholders.

17.2 Notices. In cases where any legislation, including but not limited to the Civil Code or Act V of 2006 on Company Disclosure, Court Proceedings and Liquidation or Act CXX of 2001 on the Capital Market (hereinafter: Tpt.) requires the Company to publish a notice, the Company shall fulfill this obligation on its website (www.gloster.hu), on the BSE website (www.bet.hu) and, if expressly required by law, on the website operated by the National Bank of Hungary (www.kozzetetelek.hu).

17.3 Legal declarations made by shareholders to the Company shall be valid if recorded in a public document or in a private document with full probative force.

17.4 Issues not regulated in these Articles of Association shall be governed by the relevant legislation, primarily the provisions of the Civil Code and the Tpt.

17.5 Determination of the Effective Date: the date of listing of the shares issued by the Company on the Xtend market (as a regulated market) operated by the Budapest Stock Exchange Ltd., in accordance with Section 3:211(3) of Act V of 2013 on the Civil Code.

Nagytarcsa, January 4, 2024.

Clause

Pursuant to Section 51(3) of Act V of 2006 on Public Disclosure, Court Proceedings and Liquidation, I hereby certify with my countersignature that these Articles of Association, consolidated with the amendments Gloster Infocommunications Plc. comply with and correspond to Gloster Infocommunications Plc. General Meeting in its resolution No. 3/2024. (01.04.). The amended sections of the text are are printed in bold and italics , while the text to be deleted is are indicated in bold and italics with a strikethrough .

I hereby certify this in Budapest on January 4, 2024.

Dr Eszter Bassola

chamber legal advisor

KASZ: 36080530

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