Extraordinary information - A major domestic Microsoft cloud provider is born with the merger of Gloster Cloud Zrt. and Systemfarmer Zrt.

Gloster Infokommunikációs Nyilvánosan Működő Részvénytársaság (company registration number: 13-10-042012; registered office: 2142 Nagytarcsa, Csonka János utca 1/A A/2. ép.; hereinafter: Company, Gloster) in accordance with the relevant legislation, in particular Act CXX of 2001 on the Capital Market.

Act (the "Act") and the General Business Rules of the Budapest Stock Exchange, hereby informs investors of the following.

A major domestic Microsoft cloud service provider is born with the merger of Gloster Cloud Zrt. and Systemfarmer Zrt.

With renewed momentum, the multiple award-winning Cloud business, which is growing at an average annual rate of 29% (CAGR), is set to double in size.

Today, the owners of Gloster Cloud Zrt. and Systemfarmer Zrt. successfully concluded the merger agreement signed on February 16, 2024, under which the companies will continue to operate under the ownership of a joint holding company, and with the merger of the two companies on January 1, 2025, Gloster Cloud Zrt. will be established as Microsoft's largest domestically owned cloud service partner company. The parties' goal is for the merged company to become Hungary's fastest-growing market-leading cloud service provider and to become a dominant and recognized player in the region within a few years.

As the first step in closing the transaction signed at the beginning of the year, the owners contributed the shares of Gloster Cloud Zrt. and Systemfarmer Zrt. to a joint holding company (Gloster Cloud Holding Zrt.). The companies will merge under the name Gloster Cloud Zrt. on January 1, 2025, and will continue to form the Cloud business unit of the Gloster Group. Prior to the contribution, company value assessments were prepared by experts and supported by an independent auditor's report.

Gloster will finance the transaction entirely from its own resources (share exchange), without resorting to bank financing (no increase in debt) or a capital increase (no dilution of shares). As a result of the financial impact of the merger, Gloster's Cloud business is expected to double in size in a single year, and management expects that by leveraging synergies, it will be able to grow faster than its competitors and provide more complex services to its customers. Gloster will consolidate Systemfarmer's financial results for the first time in its 2024 Annual Report.

Pro forma revenue growth in Gloster Cloud's business segment:
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Synergy effects accelerate growth

Gloster Cloud Zrt. and Systemfarmer Zrt. , which will merge at the beginning of next year, are a team of nearly 40 experts specializing in cloud computing, providing high-quality, Microsoft-based IT services to 541 clients. In 2023, 91.1% of their revenue was recurring revenue. They have significant implementation experience in Microsoft 365, Microsoft Azure, Security, Dynamics 365, Power Platform, and Copilot technologies.

Together, the two companies have helped more than 600 organizations with their digital transformation and have received numerous awards from Microsoft, including multiple Gold and Silver Partner certifications, two Microsoft Partner of the Year awards, and four Fastest Growing Cloud Company awards.

Gloster's System Integration and Cloud divisions merged their sales teams at the beginning of the year.[1]in order to offer more modern and competitively priced solutions than their competitors. The System Integration business unit grew by 56% and the Cloud business unit by 19% in 2023.[2] Management expects growth to be faster than last year as a result of the synergies of joint sales.  These expectations are supported by the forecast of market research company Statista, which expects nearly 50% growth in the public cloud market by 2028 and approximately 160% growth in the artificial intelligence market by 2030[3].

Another milestone in achieving strategic goals

This announcement marks the completion of Gloster Infocommunications Plc. transaction. It is another significant step towards achieving the 2026 financial targets ( HUF 15.6 billion HUF , HUF 3.1 billion HUF ), which are expected to form a stable basis for dividend payments starting in 2026.

About Gloster

Gloster is a broad-spectrum international IT service provider listed in the standard category of the Budapest Stock Exchange. Over its more than 20-year history, it has evolved from a hardware garage company into a software-focused international medium-sized enterprise. Thanks to its intensive growth strategy, Gloster has completed eleven transactions since 2018 and expanded its activities into the areas of system integration, cloud solutions, and international software development services. The group currently employs a team of nearly 350 people. According to its latest consolidated financial statements for 2023 (prepared in accordance with Hungarian accounting standards), its adjusted revenue was HUF 10.3 billion and its adjusted EBITDA was HUF 976 million.
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Nagytarcsa, August 15, 2024.

Gloster Infocommunications Plc.
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Further information:

Dr Eszter Bassola

Investor Relations Officer

bassola.eszter@gloster.hu
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[1] Gloster launches €200 million annual corporate development program - https://gloster.hu/uploads/befektetoknek/kozzetetel/rendkivuli_tajekoztatasok/28982-Rendkivuli-tajekoztatas_-Evi-200-millios-vallalatfejlesztesi-program-indul-a-Glosterben.pdf

[2] Investor presentation on 2023 results - https://gloster.hu/uploads/befektetoknek/tarsasagra-vonatkozo-alapinformaciok/befektetoi-prezentacio/2023-eves-jelentes-prezentacio-662770ccea4b2.pdf

[3] Investor Presentation March 2024 - https://gloster.hu/uploads/befektetoknek/tarsasagra-vonatkozo-alapinformaciok/befektetoi-prezentacio/Befektetoi-prezentacio-2024-tavasz-660284703a94f.pdf