Extraordinary information - Healthcare software developer acquired by Gloster

Extraordinary information
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Gloster Infokommunikációs Nyilvánosan Működő Részvénytársaság (company registration number: 13-10-042012; registered office: 2142 Nagytarcsa, Csonka János utca 1/A A/2.; hereinafter: Company, Gloster) hereby informs its esteemed investors of the following in accordance with the Xtend General Business Regulations of the Budapest Stock Exchange and the relevant legislation.

Healthcare software developer acquired by Gloster

With this transaction, the Gloster Group is increasing its market share in digital private healthcare with its own proprietary product and also opening its development center in Pécs.

On December 13, 2022, the owner of Lanoga Kft. in Pécs and Gloster Infocommunications Plc. signed a contract for the transfer of business shares, under which Gloster acquired a majority (60%) stake in the software company, which has developed its own software to support outpatient and occupational health care.

Lanoga Kft. was founded in 2009 with the aim of serving the needs of domestic economic actors with innovative, proprietary software. Its most successful product, the Medici healthcare enterprise management system, is used by leading domestic service providers. With the help of this solution, Lanoga Kft.'s customers provide occupational health care services to approximately 12,000 people annually. The transaction fits closely with Gloster's 2025 strategy (page 25), in which the Company presented the acquisition of companies operating in university towns that are successful in nearshore outsourcing in addition to their own products.

The goal of the acquisition is to build on Lanoga Kft.'s existing successful product to keep growing in the domestic and European private healthcare IT market, and, based on Lanoga Kft.'s local operations, Gloster can open its nearshoring development center in Pécs in line with the Group's 2025 strategy. After the conclusion of the agreement, Lanoga Kft. will continue its activities under the name Gloster-Lanoga Kft. Norbert Fischer will remain its managing director and will also become the head of the company's development center in Pécs and the group's Director of Innovation. Norbert Fischer, who speaks excellent English, is an adjunct professor and volunteer lecturer at the University of Pécs, and his experience in numerous domestic and international innovation research projects reinforces the group's internationally recognized high professional standards.

New development center to open in Pécs in line with the 2025 strategy

The development center in Pécs is expected to expand by 50 developers over three years, making it a major player in the local IT industry. Employees working at the development center will participate in the development of world-class software for Western European projects through Gloster GmbH in Manching, which was acquired on December 8, 2022. Gloster GmbH is the German subsidiary of the Gloster Group "Audi Innovation Award" and also its Western European sales office, which most recently won a project worth approximately EUR 700,000 to renew the German Audi Group's production-related reporting system, as announced by the Company on June 7, 2022.

"With this transaction, a truly high-quality, professional development team from Pécs has joined the group. Their acquisition represents real value for shareholders, and the move is fully in line with our announced strategy. This is a new step in our stock market story and a higher step towards global success!" said Viktor Szekeres, the company's president.

Nine acquisitions in three years

The acquisition of Lanoga Kft. is the Company's ninth acquisition. On January 10, 2019, the Company acquired 51% of Euroway Networking Kft., and on December 13, 2019, it acquired 100% of TMSI Kft. On January 1, 2020, Cableline Technologies Kft. became the property of Gloster, and on June 9, 2020, it acquired 49% of Euroway Networking Kft. Subsequently, on October 30, 2020, Gloster acquired 100% of Macrogate IP Systems Kft., and on May 3, 2021, Kingsol Informatikai Zrt. and on October 19, 2021, Minero IT Hungary Kft. The Gloster Group announced the acquisition of a majority stake in the company. On May 26, 2022, FF Next Technologies Kft., and on December 8, 2022, the company announced its first foreign acquisition, the purchase of G-Plus Consulting GmbH.

Capital increase coming to Gloster

At the time of signing, the owner of Lanoga Kft. (hereinafter: Investor) made a preliminary commitment statement, on the basis of which the Board of Directors of Gloster decided today to conditionally increase the Company's share capital by issuing new shares and making a cash contribution. The Investor made its preliminary commitment statement on the condition that the new company joining the Gloster Group fulfills the conditions related to the payment of the first purchase price installment as undertaken in the Agreement. As a result of the capital increase, 63,622 new shares will be issued and listed on the BSE Xtend market.

The public share continues to grow

As part of the capital increase, in exchange for the cash contribution, the Company will issue 63,622 new shares with a nominal value of HUF 10 per share, with a total issue value of HUF 67,375,698, i.e. sixty-seven million three hundred and seventy-five thousand six hundred and ninety-eight forints, belonging to the same series of shares as the current ordinary shares, registered, dematerialized GLOSTER ordinary shares (ISIN identifier: HU0000189600) with a par value of HUF 10 per share, belonging to the same series of shares as the current ordinary shares, based on the final commitment statements. In determining the price, the Company based its calculation on the 180-day weighted average price of the share, rounded to the nearest whole number, valid on the date of signing the Agreement for the purchase of Lanoga Kft.

Based on the authorization granted by the General Meeting in its Resolution No. 10/2021. (11.15.), the Board of Directors decided today to increase the Company's share capital (registered capital) from HUF 178,809,320 (i.e. one hundred and seventy-eight million, eight hundred and nine thousand, three hundred and twenty Hungarian forints) to a maximum of HUF 179,445,540 (i.e. up to one hundred and seventy-nine million four hundred and forty-five thousand five hundred and forty forints), i.e. by a maximum of HUF 636,220 (i.e. six hundred and thirty-six thousand two hundred and twenty forints) conditionally – depending on the outcome of the capital increase procedure, with effect from the successful completion of the capital increase procedure, which will be finalized by the Board of Directors in a further decision following the submission of the final commitment letter by the Investor.

The subscription price of the shares shall not exceed HUF 67,375,698 (i.e. sixty-seven million three hundred and seventy-five thousand six hundred and ninety-eight Hungarian forints), of which the amount exceeding the subscribed capital shall be transferred to the capital reserve. By today's resolution, the Board of Directors has excluded the preemptive rights of the Company's shareholders other than the Investor to subscribe for and acquire new shares, given that the capital increase will take place on the basis of the sale and purchase agreement concluded by the Company for the acquisition of Lanoga Kft.

The offering was made by way of a public offer of securities in accordance with Article 2(d) of REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 14 June 2017 (the "Prospectus Regulation") , which was exempt from the obligation to prepare and publish a prospectus, as the offer was made to less than 150 private investors who were not qualified investors, private investors who did not qualify as qualified investors.

The procedures related to the registration of the capital increase and the creation of new shares before the company registry court and KELER will commence after the closing of the subscription, and the Company will list the new shares on the BSE Xtend market.

We would like to draw the attention of our esteemed shareholders to the fact that, as a result of the capital increases, the voting rights attached to the shares will change, which may give rise to a reporting obligation for shareholders pursuant to Section 61 of Act CXX of 2001 on the Capital Market.

Nagytarcsa, 13 December 2022.

Gloster Infocommunication Plc. Board of Directors

Further information:

Dr Eszter Bassola

Investor Relations Officer

bassola.eszter@gloster.hu