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2025/04/07

Proposals for the Ordinary General Meeting of Gloster 2025 on 28 April 2025

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Proposals for the Ordinary General Meeting of Gloster 2025 on 28 April 2025

Attached documents

Responsible Corporate Governance Report 2024
Gloster shareholder proxy sample
Remuneration Report 2024
Draft Statutes 2025.04.28.

The Gloster Infocommunications Publicly Limited Liability Company (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: Company) Board of Directors of the Civil Act V of 2013 on the Civil Code (Civil Code), its shareholders the following for the purpose of informing its shareholders in advance of April 2025 of its Annual General Meeting of Shareholders 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 application of Act C of 2000 on Company Accounting and International Accounting Standards and International Financial Reporting Standards (IFRS) for the year 2024 the report of the Supervisory Board and the Audit Committee and the Statement of the Auditor

2. Decision on the profit after tax of the Company dividend, the amount of the dividend and the payment of the rules for payment of dividends

3. Decision for the Budapest Stock Exchange to be submitted to the Budapest Stock Exchange, the Corporate Governance Report on Corporate Governance

4. Decision on the members of the Board of Directors of the Company of the Board of Directors

5. Voting by the Company on the Company's Remuneration Report for the financial year 2024

6. Decision on the name of the Company and authorising the Chairman of the Board of Directors to change the name of the to take the necessary further decisions

7. Decision to change the registered office of the Company and to authorise the Chairman of the Board of Directors to take the necessary further decisions to take the necessary decisions

8. Decision on a new member of the Supervisory Board election of a new member

9. Decision to issue a new series of shares and authorising the Board of Directors to take the necessary further decisions

10. Decision bond / green bond and authorising the Board of Directors to take the necessary further to take further decisions

11. Authorisation of the Board of Directors to to acquire its own shares

12. Authorisation of the Board of Directors to increase the share capital of the share capital

13. Decision on the members of the Board of Directors of the Company remuneration of the Board of Directors

14. Other decisions

1. agenda Item 1

Decision on the application of the Act on Company Accounting 2000. C. of 2000 and International Financial Reporting Standards (IFRS) 2024, prepared in accordance with IFRSs and IFRSs, for the financial year 2024 Report of the Supervisory Board and Audit Committee and the Auditor's Report the statement of the Auditor

From The Board of Directors informs the General Meeting that the annual accounts of the Company for the year 2024 is currently in progress. Once the audit is completed, the the Company will publish audited financial information by the date of the General Meeting The proposal for the General Meeting of Shareholders, together with the proposed resolution, will be published in the 1. agenda item 1.

From Decision proposed by the Board of Directors: the Board of Directors approves the 2024 annual report the final audited financial data for the year 2024, the Board of Directors will decide on this item The Board will make a decision on the agenda for the 202424 Annual Report, . The following financial data are unaudited amounts.

"A 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.

2. 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

From The Board of Directors hereby informs the General Meeting that the Company's 2024 Annual is currently in progress. As soon as the audit is completed, the Company will publish the following information by the date of the General Meeting its proposal for the General Meeting, including its proposal for a resolution on agenda item 2 2.

From Proposed decision of the Board of Directors: The Board of Directors adopts the final audited accounts for 2024 The Board of Directorswill take a decision on this item on the basis of the audited financial data for the year 2024.

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.

3. 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

From The Board of Directors informs the General Meeting that the Company has prepared the 2024. Corporate Governance Report for the year 2024. The Responsible Corporate Governance Report is annexed to this announcement.

From Proposal for a decision of the Management Board:

The Board of Directors of the The Board of Directors proposes the following decision to the General Meeting of the Company:

"The General Meeting of the Budapest Stock Exchange Zrt. Responsible Corporate Governance Recommendations of the Stock Exchange of Budapest Stock Exchange for the year 2024. Corporate Governance Report for 2024 as presented."

A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting to the General Meeting for adoption.

4. agenda item

Decision on the members of the Board of Directors of the Company of the members of the Board of Directors

From Proposals for decisions by the Board of Directors:

The Board of Directors of the The Board of Directors proposes the following decisions to the General Meeting of the Company:

"A The General Assembly, in the context of the evaluation of the work of the Board of Directors in 2024 concludes that Viktor Szekeres, Chairman of the Board of Directors, has been has performed his duties with the best interests of the Company at the forefront, Therefore, in accordance with clause 10.2.20 of the Articles of Association, the Board of Directors of the Company has decided to apply the provisions of the Civil Code of Hungary. 3:117. § (1) under the conditions set out therein."

"A The General Assembly, in the context of the evaluation of the work of the Board of Directors in 2024 concludes that Viktor Sum, member of the Board of Directors, will, in the financial year 2024 has performed his duties with the best interests of the Company at the forefront, Therefore, in accordance with clause 10.2.20 of the Articles of Association, the Board of Directors of the Company has decided to exercise the duties of the Board of Directors in accordance with the provisions of the Civil Code. § 3:117 (1) under the conditions set out therein."

"A The General Assembly, in the context of the evaluation of the work of the Board of Directors in 2024 notes that Katalin Lódi, member of the Board of Directors, will, in the financial year 2024 has performed her duties with the best interests of the Company at the forefront, Therefore, in accordance with clause 10.2.20 of the Articles of Association, the Board of Directors of the Company has decided to continue the activities of the Company in accordance with the provisions of the Civil Code. § 3:117 (1) of the Articles of Association under the conditions set out therein."

"A The General Assembly, in the context of the evaluation of the work of the Board of Directors in 2024 concludes that Péter Oszlánszki, member of the Board of Directors, has been has performed his activities with the best interests of the Company as his primary consideration, Therefore, in accordance with clause 10.2.20 of the Articles of Association, the Board of Directors of the Company shall apply the provisions of the Civil Code. 3:117. § (1) under the conditions set out therein."

"A The General Assembly, in the context of the evaluation of the work of the Board of Directors in 2024 concludes that Tamás Járdán, member of the Board of Directors, has been has performed his activities with the best interests of the Company at the forefront, Therefore, in accordance with clause 10.2.20 of the Articles of Association, the Board of Directors of the Company has decided to apply the provisions of the Civil Code of Hungary. 3:117. § (1) under the conditions set out therein."

"A The General Assembly, in the context of the evaluation of the work of the Board of Directors in 2024 notes that Attila Gayer, member of the Board of Directors, has been appointed to the Board of Directors for the financial year 2024 has performed his duties with the best interests of the Company at the forefront, Therefore, in accordance with clause 10.2.20 of the Articles of Association, the Board of Directors of the Company has decided to apply the provisions of the Civil Code. 3:117. § (1) under the conditions set out therein."

A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee The Supervisory Board and the Audit Committee support the Board of Directors' proposals for decisions and The Supervisory Board, the Audit Committee, the Audit Committee and the Board of Directors recommend that the General Meeting of Shareholders approve the proposals of

5. agenda item

Publication of an opinion Vote on the Company's Remuneration Report for the financial year 2024

From The Board of Directors informs the General Meeting that the Company has prepared the 2024. Report on Remuneration for the year 2024. The Remuneration Report is presented herewith attached to this announcement.

From The Board of Directors draws attention to the fact that the Company's 2024 annual The audit of the Company's financial statements for the year 2024 is currently in progress. As soon as the audit has been completed, the Company will complete the audit by the date of the General Meeting of Shareholders. Remuneration Report on the Company's performance in 2024 the Company for the year 2024.

From Proposal for a decision of the Management Board:

From The Board of Directors, based on the final audited financial data of the 2024 accounts will decide on the agenda item.

A Opinion of the Supervisory Board and 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.

6. agenda item

Decision on the change of the name of the Company and the appointment of the Chairman of the Board of Directors authorising the President to take any further decisions necessary for this purpose

From Proposal for a decision of the Management Board:

The Board of Directors of the The Board of Directors proposes the following decision to the General Meeting of the Company:

"A The General Meeting shall decide on the change of the name of the Company. The new name of the Company shall be from the date of this decision of the General Meeting: Gloster Digital Group Public Limited Company; shortened name: Gloster Digital Group Nyrt.; in foreign languages: Gloster Digital Group Public Company Limited by Shares. At the same time, the General Meeting authorises the the Chairman of the Board of Directors to take all necessary measures to change the name of the Company. to take all further measures and decisions necessary to amend the name of the Company."

A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting to the General Meeting for adoption.

7. agenda item

Decision on the change of the registered office of the Company and the appointment of the Chairman of the Board of Directors authorising the Chairman of the Board to take the necessary further decisions

From Proposal for a decision of the Management Board:

The Board of Directors of the The Board of Directors proposes the following decision to the General Meeting of the Company:

"A The General Meeting shall decide on the change of the registered office of the Company. The new registered office of the Company shall be 1038 Budapest, Fürdő utca 2., which is also the place of its head office. The General Meeting of Shareholders hereby resolves the Chairman of the Board of Directors to change the registered office of the Company from to take all further measures and decisions necessary to change the registered office of the Company."

A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting to the General Meeting for adoption.

8. agenda item

Decision on the election of a new member of the Supervisory Board

From Proposal for a decision of the Management Board:

The Board of Directors of the The Board of Directors proposes the following decision to the General Meeting of the Company:

"A Pursuant to Article 10.2.9. of the Articles of Association of the Company, the General Meeting of Shareholders decides today Géza Deme (mother's name: Margit Fodor; place and date of birth: Nyíregyháza; address: 1055 Budapest, Honvéd utca 22. B. lház. 2. floor. door 3A) of the Company of the Company for an indefinite term of office. Géza Deme for a gross monthly fee of HUF 150,000.00, i.e. HUF 150,000.00 per month for a monthly fee of EUR 1,500,000 per month and a monthly fee of EUR 1,500,000."

A Opinion of the Supervisory Board and Audit Committee: The Supervisory Board and the Audit Committee The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting to the General Meeting for adoption.

9. agenda item

Decision to issue a new series of shares and to authorise the Board of Directors to do so to take the necessary further decisions

From Proposal for a decision of the Management Board:

The Board of Directors of the The Board of Directors proposes the following decision to the General Meeting of the Company:

"Company The General Meeting of the Company resolves that the provisions of Chapter 5 of the Statutes authorises the Board of Directors to increase the share capital of the Company by new shares / new series of shares by private or public placement of the share capital of the Company.

From new shares are either ordinary shares, preference shares or redeemable shares redeemable shares, interest-bearing shares, or a combination of these. Available at new class or series of shares, the Board of Directors shall may determine the number of shares of such class or series of shares series of shares, other than an existing series, and in particular in the case of an interest-bearing share, the interest conditions and the extent of voting rights, and the conversion of non-equity shares into equity shares, and the conditions for conversion or conversion into shares. The issue price is determined on the basis of current market data and and legal requirements, the Board of Directors shall determine the issue price.

From The new ordinary shares to be issued in the capital increase, if they are of the same series as shares already issued, the Board of Directors shall be admitted to the Standard Market of the Budapest Stock Exchange; new a new class of shares, or a new series of shares, it shall be entitled to to the Standard Market operated by the Budapest Stock Exchange.

From According to point 5.4 of the Articles of Association, the increase of share capital until 28 April 2030 up to a maximum amount, which may be several times, up to which the Board of Directors may increase the share capital of the Company is HUF 210,000,000, 210,000,000,000.00, i.e. two hundred and ten million forints. The Articles of Association 5.5. The Board of Directors shall decide on the increase of the share capital in accordance with otherwise within the competence of the General Meeting of Shareholders under the Civil Code or the Articles of Association. including, in particular, the exclusion of the right of pre-emptive subscription, or limitation of the right of pre-emption or limitation, the adoption of an interim balance sheet, and the adoption of the 4. 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 The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting to the General Meeting for adoption.

10. agenda item

Decision to issue a bond / green bond and authorise the Board of Directors to do so to take the necessary further decisions

From Proposal for a decision of the Management Board:

The Board of Directors of the The Board of Directors proposes the following decision to the General Meeting of the Company:

"General Assembly Resolves to authorise the Board of Directors of the Company to implement the Company's growth strategy, up to a maximum of HUF 4,000,000,000, i.e. four HUF 4 billion (or equivalent in euro) in nominal value, up to a maximum of 10 years, either fixed or variable rate bonds / green bonds with the proviso that, in the event of a green bond issue, the Board of Directors must ensure that the funds are exclusively used sustainable and environmentally responsible projects that meet international green bond standards.

Present As part of this resolution, the General Meeting authorises the Board of Directors to all necessary measures and take all necessary decisions in relation to the bond / green bond and accordingly authorises the Board of Directors to take all necessary measures to the Board of Directors to determine the exact terms and conditions of the bond/green bond issue, the the timing of the issuance, the manner of issuance. Furthermore, the General Meeting shall authorises the Board of Directors to issue the bond / green bond before supervisory bodies or other authorities in order to obtain the approval of the in the case of bonds/green bonds issued, 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 The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting to the General Meeting for adoption.

11. agenda item

From Authorisation of the Board of Directors to acquire own shares

From Proposal for a decision of the Management Board:

The Board of Directors of the The Board of Directors proposes the following decision to the General Meeting of the Company:

"A The General Meeting of the Company hereby resolves to amend the Articles of Association 10.2.15 of the Articles of Association, authorises the Board of Directors to acquire own shares, in particular, but not exclusively, for the following purposes 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 The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting to the General Meeting for adoption.

12. agenda item

Authorisation of the Board of Directors to increase the share capital

From Proposal for a decision of the Management Board:

The Board of Directors of the 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 The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting 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 The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting to the General Meeting for adoption.

14. agenda item

Other decisions

a) Decision on the branches of the Company

From Proposal for a decision of the Management Board:

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 The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting 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:

From Proposal for a decision of the Management Board:

"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 The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting 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:

From Proposal for a decision of the Management Board:

"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 The Audit Committee supports the proposal for a resolution of the Board of Directors and submits it to the General Meeting 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 Right to vote shares[1] Voting rights (share/share) Total votes law
"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, 7 April 2025.

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.

PDF

Proposals for the Ordinary General Meeting of Gloster 2025 on 28 April 2025

Attached documents

Responsible Corporate Governance Report 2024
Gloster shareholder proxy sample
Remuneration Report 2024
Draft Statutes 2025.04.28.