2025/04/07
Proposals for the Ordinary General Meeting of Gloster 2025 on 28 April 2025
The Board of Directors of Gloster Infokommunikációs Nyilvánosan Működő Részvénytársaság (registered office: 2142 Nagytarcsa, Csonka János utca 1/A A/2. building; company registration number: 13-10-042012; tax number: 27294260-2-13; hereinafter referred to as the "Company"), pursuant to Act V of 2013 on the Civil Code (Civil Code Act), for the purpose of informing its shareholders in advance, hereby publishes the following notice of its Annual General Meeting to be held on 28 April 2025
- proposals, proposals for decisions,
- shares and voting rights,
- and a specimen of the proxy to be used for voting by proxy.
The agenda proposed by the Board of Directors:
1. Decision on the approval of the Company's annual accounts for the year 2024 prepared in accordance with Act C of 2000 on Accounting and International Financial Reporting Standards (IFRS), based on the report of the Supervisory Board and the Audit Committee and the statement of the Auditor
2. Decisions on the appropriation of the Company's profit after tax, the payment of dividends, the amount of dividends and the rules for their payment
3. Decision on the approval of the Corporate Governance Report prepared by the Board of Directors to be submitted to the Budapest Stock Exchange
4. Decision on the discharge of the members of the Board of Directors of the Company
5. Public vote on the Company's Remuneration Report for the financial year 2024
6. To decide on the change of the name of the Company and to authorise the Chairman of the Board of Directors to take the necessary further decisions
7. Decision on the change of the registered office of the Company and authorization for the Chairman of the Board of Directors to take the necessary further decisions
8. Decision on the election of a new member of the Supervisory Board
9. Decision on the issuance of a new series of shares and authorization of the Board of Directors to take the necessary further decisions
10. Decision on the issuance of a bond / green bond and authorization of the Board of Directors to take the necessary further decisions
11. Authorisation of the Board of Directors to acquire own shares
12. Authorisation of the Board of Directors to increase the share capital
13. Decision on the remuneration of the members of the Board of Directors of the Company
14. Other decisions
Agenda Item 1
Decision on the approval of the Company's annual accounts for the year 2024 prepared in accordance with Act C of 2000 on Accounting and International Financial Reporting Standards (IFRS), based on the report of the Supervisory Board and the Audit Committee and the statement of the Auditor
The Board of Directors informs the General Meeting that the audit of the Company's annual accounts for the year 2024 is currently in progress. As soon as the audit is completed, the Company will publish its proposal for the General Meeting of Shareholders, including the audited financial data, and its proposed resolution on agenda item 1 by the date of the General Meeting.
Proposed decision of the Board of Directors: The Board of Directors will decide on the agenda item based on the final audited financial data of the 2024 accounts, the following financial data are unaudited amounts.
"The General Meeting of Shareholders, in accordance with the provisions of Act C of 2000 on Accounting 2024 (balance sheet total of 5,964,001 eFt, 115,676 eFt after tax) and consolidated financial statements according to international standards (IFRS) (balance sheet total of 8,530,645 eFt, total comprehensive income of 406,924 eFt and total comprehensive income of income), the annual report and the audit report of the auditor, the Audit Committee and the written report of the Audit Committee and the Supervisory Board thereon."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee The Supervisory Board and the Audit Committee, on the basis of the final audited financial statements for the year 2024 The Audit and Supervisory Board will make a decision on this item.
Agenda Item 2
Decision on the profit after tax of the Company dividend, the amount of the dividend and the payment of the dividend rules for payment of dividends
The Board of Directors informs the General Meeting that the audit of the Company's annual accounts for the year 2024 is currently in progress. As soon as the audit is completed, the Company will publish its proposal for the General Meeting of Shareholders, including its proposal for a resolution on agenda item 2, by the date of the General Meeting.
Decision proposed by the Board of Directors: the Board of Directors will decide on the agenda item on the basis of the final audited financial data of the 2024 accounts.
Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee will decide on the agenda item on the basis of the final audited financial data of the 2024 accounts.
Agenda Item 3
Decision on the submission to the Budapest Stock Exchange of a list of the on the acceptance of the Corporate Governance Report prepared by the Board of Directors
The Board of Directors informs the General Meeting that the Company has prepared its Corporate Governance Report for the year 2024. The Corporate Governance Report is annexed to this Communication.
Proposed decision of the Board of Directors:
The Board of Directors proposes the following decision to the General Meeting of the Company:
"The General Meeting of the Budapest Stock Exchange Zrt. based on the Recommendations on Corporate Governance of the Budapest Stock Exchange for the year 2024 is hereby approved as presented."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
4. agenda item
Decision on the discharge to be granted to members of the Board of Directors of the Company
Proposals for decisions by the Board of Directors:
The Board of Directors proposes the following decisions to the General Meeting of the Company:
"As part of the General Meeting’s evaluation of the Board of Directors’ work in the year 2024, it is established that Viktor Szekeres, Chairman of the Board, carried out his duties in the 2024 financial year with due regard to the primacy of the Company’s interests. Therefore, pursuant to Article 10.2.20 of the Articles of Association and under the conditions set out in Section 3:117 (1) of the Civil Code, the General Meeting grants him discharge from liability."
"As part of the General Meeting’s evaluation of the Board of Directors’ work in the year 2024, it is established that Viktor Sum, member of the Board, carried out his duties in the 2024 financial year with due regard to the primacy of the Company’s interests. Therefore, pursuant to Article 10.2.20 of the Articles of Association and under the conditions set out in Section 3:117 (1) of the Civil Code, the General Meeting grants him discharge from liability."
"As part of the General Meeting’s evaluation of the Board of Directors’ work in the year 2024, it is established that Katalin Lódi, member of the Board, carried out his duties in the 2024 financial year with due regard to the primacy of the Company’s interests. Therefore, pursuant to Article 10.2.20 of the Articles of Association and under the conditions set out in Section 3:117 (1) of the Civil Code, the General Meeting grants him discharge from liability."
"As part of the General Meeting’s evaluation of the Board of Directors’ work in the year 2024, it is established that Péter Oszlánszki, member of the Board, carried out his duties in the 2024 financial year with due regard to the primacy of the Company’s interests. Therefore, pursuant to Article 10.2.20 of the Articles of Association and under the conditions set out in Section 3:117 (1) of the Civil Code, the General Meeting grants him discharge from liability."
"As part of the General Meeting’s evaluation of the Board of Directors’ work in the year 2024, it is established that Tamás Járdán, member of the Board, carried out his duties in the 2024 financial year with due regard to the primacy of the Company’s interests. Therefore, pursuant to Article 10.2.20 of the Articles of Association and under the conditions set out in Section 3:117 (1) of the Civil Code, the General Meeting grants him discharge from liability."
"As part of the General Meeting’s evaluation of the Board of Directors’ work in the year 2024, it is established that Attila Gayer, member of the Board, carried out his duties in the 2024 financial year with due regard to the primacy of the Company’s interests. Therefore, pursuant to Article 10.2.20 of the Articles of Association and under the conditions set out in Section 3:117 (1) of the Civil Code, the General Meeting grants him discharge from liability."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the resolutions proposed by the Board of Directors and recommend them to the General Meeting for adoption.
5. agenda item
Public vote on the Company's Remuneration Report for the financial year 2024
The Board of Directors informs the General Meeting that the Company has prepared its Remuneration Report for the year 2024. The Remuneration Report is annexed to this Communication.
The Board of Directors draws attention to the fact that the audit of the Company's annual accounts for the year 2024 is currently ongoing. As soon as the audit is completed, the Company will complete its Remuneration Report by the date of the AGM with financial information on the Company's performance in 2024.
Proposed decision of the Board of Directors:
The Board of Directors will take a decision on this item based on the final audited financial data of the 2024 accounts.
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee will decide on the agenda item on the basis of the final audited financial data of the 2024 accounts.
6. agenda item
Deciding on the change of the name of the Company and authorising the Chairman of the Board of Directors to take the necessary further decisions
Proposed decision of the Board of Directors:
The Board of Directors proposes the following decision to the General Meeting of the Company:
"The General Meeting decides on the change of the name of the Company. The new name of the Company as of the date of this General Meeting resolution is Gloster Digital Group Nyilvánosan Működő Részvénytársaság; its abbreviated name is Gloster Digital Group Nyrt.; its foreign name is Gloster Digital Group Public Company Limited by Shares. The General Meeting simultaneously authorises the Chairman of the Board of Directors to take all further measures and decisions necessary to change the name of the Company."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
7. agenda item
Decision on the change of the registered office of the Company and authorization of the Chairman of the Board of Directors to take the necessary further decisions
Proposed decision of the Board of Directors:
The Board of Directors proposes the following decision to the General Meeting of the Company:
"The General Meeting decides on the change of the registered office of the Company. The new registered office of the Company, as of the date of this General Meeting decision, is 1038 Budapest, Fürdő utca 2, which is also the place of its head office. At the same time, the General Meeting authorises the Chairman of the Board of Directors to take all further measures and decisions necessary for the change of the registered office of the Company."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
8. agenda item
Decision on the election of a new member of the Supervisory Board
Proposed decision of the Board of Directors:
The Board of Directors proposes the following decision to the General Meeting of the Company:
"Pursuant to Section 10.2.9. of the Articles of Association of the Company, the General Meeting decides today to approve the appointment of Géza Deme (mother's name: Margit Fodor; place of birth: Nyíregyháza; address: 1055 Budapest, Honvéd utca 22. Door 3A) as a member of the Supervisory Board of the Company for an indefinite term. Géza Deme will perform his duties as a member of the Supervisory Board for a gross monthly fee of HUF 150,000.00 (one hundred and fifty thousand forints)."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
9. agenda item
Decision on the issue of a new series of shares and authorization of the Board of Directors to take the necessary further decisions
Proposed decision of the Board of Directors:
The Board of Directors proposes the following decision to the General Meeting of the Company:
"The General Meeting of the Company resolves to authorise the Board of Directors, acting within its powers under Chapter 5 of the Articles of Association, to increase the share capital of the Company by issuing new shares / a new series of shares in private or public placement.
The new shares can be either ordinary shares, preference shares, redeemable shares, interest-bearing shares or a combination of these. In the event of the issue of a new class or series of shares, the Board of Directors shall be entitled to determine the rights attached to such class or series of shares other than those already existing, in particular, in the case of an interest-bearing share, the conditions of interest, the extent of voting rights and the conditions for the conversion or conversion of non ordinary shares into ordinary shares. The Board of Directors shall determine the issue price on the basis of current market data and legal requirements.
The Board of Directors is obliged to list new ordinary shares to be issued in the course of the share capital increase on the Standard Market operated by the Budapest Stock Exchange, provided that they belong to the same series as the shares already issued; in case of the issue of a new class of shares, the Board of Directors is entitled to list them on the Standard Market operated by the Budapest Stock Exchange.
Pursuant to Article 5.4 of the Articles of Association, the share capital may be increased until 28 April 2030, even several times, with the maximum amount for which the Board of Directors may increase the share capital of the Company not exceeding HUF 210,000,000, i.e. two hundred and ten million forints. Pursuant to Article 5.5 of the Articles of Association, the Board of Directors shall also decide on matters relating to the increase of the share capital which otherwise fall within the competence of the General Meeting of Shareholders under the Civil Code or the Articles of Association, including in particular the exclusion or limitation of the pre-emptive subscription right, the adoption of an interim balance sheet and the amendment of Chapter 4 (Share Capital and Shares of the Company) of the Articles of Association."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
10. agenda item
Decision to issue a bond/green bond and authorise the Board of Directors to take the necessary further decisions
Proposed decision of the Board of Directors:
The Board of Directors proposes the following decision to the General Meeting of the Company:
"The General Meeting resolves to authorize the Board of Directors of the Company to raise up to 4.000.000. 000,000,- HUF, i.e. four billion HUF (or equivalent in Euro) in nominal value, with a maximum maturity of 10 years, either fixed or floating rate bonds / green bonds, with the proviso that, in the case of a green bond issue, the Board of Directors shall ensure that the funds are used exclusively to finance sustainable and environmentally responsible projects that comply with international green bond standards.
As part of this resolution, the General Meeting authorises the Board of Directors to take all necessary measures and decisions for the issuance of the bond/green bond and accordingly authorises the Board of Directors to determine the exact terms and conditions of the issuance of the bond/green bond, the timing of the issuance and the manner of issuance. Furthermore, the General Meeting agrees that the Board of Directors may act before the supervisory authorities or other authorities for the issuance of the bond/green bond and, in the case of the issued bonds/green bonds, to duly arrange for their admission to the bond market of the Budapest Stock Exchange."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
11. agenda item
From Authorisation of the Board of Directors to acquire own shares
Proposed decision of the Board of Directors:
The Board of Directors proposes the following decision to the General Meeting of the Company:
"The General Meeting of the Company resolves to authorise the Board of Directors, acting within its powers as set out in section 10.2.15 of the Articles of Association, to acquire treasury shares in particular, but not exclusively, in the following cases:
I. own shares as acquisition consideration, or
II. a Possible capital structure to preserve the Company's flexibility optimisation of its capital structure, share issues and/or investments, or
III. the acquisition of shares for the Employee Share Ownership Plan (ESOP), or
IV. a In addition to the existing options, the Company may also offer additional share-based incentives to develop and operate share-based compensation schemes.
A The General Meeting authorises the Board of Directors to issue treasury shares as follows to acquire its own shares in accordance with the provisions of the Civil Code. 3:223 (1) of the Articles of Association:
I. A method of acquisition of own shares: the own shares are acquired for consideration and for no consideration, on the stock exchange, in public offerings, in public offer or, where the law does not exclude it, by means of an over-the-counter or, where prohibited by law, in over-the-counter transactions, including by the exercise of a right of pre-emption.
II. A The duration of the authorisation shall be 18 months from the date of the present decision of the General Meeting.
III. The share capital of the Company shall not exceed 25 percent of the capital of the company, with a nominal value of ten forints. (own share), provided that the acquisition of the share is the acquisition of shares shall be made by way of consideration, at least one forint per share, up to a maximum of one euro per share on the day preceding the transaction. of 120 per cent of the closing price of the Company's shares on the Budapest Stock Exchange."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
12. agenda item
Authorisation of the Board of Directors to increase the share capital
Proposed decision of the Board of Directors:
The Board of Directors proposes the following decision to the General Meeting of the Company:
"The General Meeting of the Company resolves that, by this resolution, the General Meeting of Shareholders, in accordance with Articles 5.2.-5.4. 5.4.5.4 and 5.4.5, the Board of Directors authorises the to increase the share capital by issuing new shares, whether in private or public of the Company's share capital by means of a new issue of shares, whether or not in the public market. The authorisation shall cover the increase of the share capital of the share capital of the Company, as provided for in the Civil Code. On According to Article 5.4 of the Articles of Association, the increase of the share capital until 28 April 2030 the maximum amount for which the Board of Directors may decide to increase the capital Company's share capital may not in any calendar year exceed the following nominal amount and in aggregate twice the amount of the share capital as at 31 December of the preceding year. On Article 5.5 of the Articles of Association, the Board of Directors shall decide by increasing the share capital otherwise decided by the General Meeting in accordance with the Civil Code or the Statutes. of the General Meeting of Shareholders, including in particular the issue of preferential subscription rights the exclusion or limitation of the right of pre-emption, the adoption of an interim balance sheet and the amendments to the Statutes required to increase the share capital."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
13. agenda item
Decision on the remuneration of the members of the Board of Directors of the Company
Taking into account the complexity of the Group and the complexity and scope of the tasks involved, the Board of Directors of the Company proposes the following decisions to the General Meeting.
From Proposals for decisions by the Board of Directors to the General Meeting:
"A The General Meeting of the Company today appointed Viktor Szekeres, Chairman of the Board of Directors 2.300.000,- HUF gross per month, i.e. two million three hundred thousand HUF gross per month, on the basis of a mandate forints ."
"The General Meeting of the Company decides today to determine the monthly remuneration of Viktor Sum, a member of the Board of Directors, retroactively, with effect from 1 January 2025, based on his mandate, in the amount of HUF 750.000 gross, i.e. seven hundred and fifty thousand HUF gross ."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
14. agenda item
Other decisions
a) Decision on the branches of the Company
Proposed decision of the Board of Directors:
The Board of Directors proposes the following decision to the General Meeting of the Company:
"The General Meeting decides that, in view of the change of the registered office of the Company, the branches of the Company shall, with effect from the date of the decision of the General Meeting:
2142 Nagytarcsa, Csonka János utca 1/A. Building A/2.
2142 Nagytarcsa, Csonka János utca 1/A. Building A/3.
6300 Kalocsa, 2938/3.
3252 Erdőkövesd, Hunyadi János út 7.
6000 Kecskemét, Izsáki út 5.
4025 Debrecen, Piac utca 77. II. em. 15. door
6721 Szeged, Tisza Lajos körút 17.
7622 Pécs, Zsinkó István utca 11."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
b) Decision amending the scope of the Company's activities
Taking into account the change in the nomenclature of activities due to the change in legislation as of 1 January 2025, the Board of Directors proposes the following decision to the General Meeting of the Company:
Proposed decision of the Board of Directors:
"The General Meeting, taking into account the change in the nomenclature of activities, decides that, with effect from the date of the decision of the General Meeting, the activities of the Company shall be:
Main activity: 4740 '25 Information and communication technology retail sale of information and communication products
Other activities:
6039 '25 Other content distribution activities
6310'25 Computer infrastructure, data processing, hosting and related services
7491 '25 Patent agency activities, marketing services
7499'25 Other professional, scientific and technical activities n.e.c, technical activities
8299 '25 Other business support activities n.e.c. services
3320 '25 Installation of industrial machinery and equipment installation of machinery
4222 '25 Electrical, telecommunications and communication equipment for telecommunications
4321 '25 Electrical installation
4650 '25 Information Technology, wholesale of information technology and communication products
6110 '25 Wired, wireless and satellite telecommunications
6210 '25 Computer programming
6220 '25 Computer consultancy activities and operation of information technology equipment and systems
6290 '25 Other information technology services
7020 '25 Business and other management support activities other management consultancy
7112 '25 Engineering Technical consulting and engineering activities
7120 '25 Technical testing, analysis
7210 '25 Science and technology research and experimental development
7733 '25 Office machinery, equipment and computers rental
9510 '25 Computer, communication equipment repair and maintenance of electronic communication equipment'
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
c) Amendment to the Articles of Association
In view of the decisions taken at the present General Meeting and the changes in the company data of the auditor of the Company elected by the General Meeting of Shareholders on 16 May 2023 by resolution 13/2023 (16.05.2023), due to the registration of a change of company, and the fact that the Company's company data were not previously incorrectly transferred to the Company's accounts as approved by the General Meeting of Shareholders on 16 May 2023. The Board of Directors of the Company proposes to the General Meeting of the Company to adopt the following resolution:
Proposed decision of the Board of Directors:
"The General Meeting decides today to amend the Statutes as proposed."
A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee support the Board of Directors' proposal and recommend it to the General Meeting for adoption.
Aggregation of shares and voting rights:
The Company hereby publishes the aggregate number of its shares and voting rights existing at the time of the meeting.
The Company's share capital, shares:
| Series of shares | Nominal value (HUF/piece) | Item number | Total name value (HUF) |
| "A" series Gloster ordinary shareISIN: HU0000189600 | 10 | 18.176.440 | 181.764.400 |
| Share capital in total: | - | 18.176.440 | 181.764.400 |
Voting rights attached to shares:
| Series of shares | Number of units issued | Own share number | Shares carrying voting rights[1] | Voting rights (share/share) | Total voting rights |
| "A" series (Gloster ordinary share)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 |
Can be used for voting by proxy a specimen proxy is annexed to this notice.
Nagytarcsa, 2025. april 7.
Sincerely:
Gloster Infocommunications Plc.
Board of Directors
[1] All ordinary shares of the Company carry voting rights, but the provisions of the Civil Code. 3:225, the Company cannot exercise shareholder rights - and thus voting rights - with treasury shares, so that the number of shares with voting rights and the total voting rights excluding treasury shares is currently 18,169,035 shares.
