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”), for the information of its investors, hereby publishes the following resolution adopted at the Annual General Meeting of Shareholders held on 28 April 2025 at the Company's registered office, in person, in accordance with Act CXX of 2001 on Capital Markets
the decisions of the General Meeting.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting of the Company decides to elect Viktor Sum, member of the Board of Directors of the Company, as the chairman; Dr. Adrienn Karlovich-Szabó, invited guest, legal advisor of the Company, as the secretary of the minutes and vote counter; and Zoltán Megyesi as the minute-taker, who accept their election. The General Meeting decides on open voting as the voting method.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting notes that the votes cast by the shareholders present represent 84.4% of the total number of votes cast (84.3% of the total number of shares), and that the General Meeting is quorate with regard to the following items. All shareholders present agreed to hold the meeting as per the following agenda items:
1. Decision on the approval of the Company's annual accounts for 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 to be granted to members of the Board of Directors of the Company
5. Public vote on the Company's Remuneration Report for the financial year 2024
6. 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
7. Deciding on the change of the registered office of the Company and authorising the Chairman of the Board of Directors to take the necessary further decisions
8. Decision on new 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 bond / green bond and authorising the Board of Directors to issue the necessary to take the necessary further decisions
11. Retrieved from Authorisation of the Board of Directors to acquire own shares
12. The Board of Directors to increase the share capital
13. Decision on the on the remuneration of the members of the Board of Directors of the Company
14. Other decisions
a. Decision on the Company's branches
b. Decision to amend the scope of the Company's activities
c. Amendment of the Statutes
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting approved the individual (balance sheet total of eFt 5,900,420 and net profit after tax of eFt 51,695) and the consolidated financial statements for the year 2024 prepared in accordance with the provisions of Act C of 2000 on Accounting (8. It accepts the annual report and the written report of the auditor, the Audit Committee and the Supervisory Board thereon.
ESEF file name: 529900UXKCCC7E845C20-2024-12-31-0-hu.zip
SHA256 kód: f27cb53921cc4ad47bbc23848b5aaa0052192b7cf19c0f4dfc8cd8e8b5c65cb9
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting decides on the allocation of the Company's profit after tax to the profit and loss reserve.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
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.
2025. 04.28.) General Meeting resolution
(5,592,000 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
In the context of the evaluation of the work of the Board of Directors in 2024, the General Meeting concludes that Viktor Szekeres, Chairman of the Board of Directors, performed his activities in the 2024 financial year with the Company's interests as his primary consideration, and therefore, pursuant to Section 10.2.20 of the Articles of Association, the Company is entitled to terminate the contract of directors. 3:117 paragraph (1) of the Articles of Association under the conditions set out therein."
2025. 04.28.) General Meeting resolution
(15,196,537 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
In the context of the evaluation of the work of the Board of Directors in 2024, the General Meeting of Shareholders concludes that Mr.Sum Viktor, member of the Board of Directors, has performed his activities in the business year 2024 with the interests of the Company as his primary consideration, and therefore, pursuant to Section 10.2.20 of the Articles of Association, he is entitled to withdraw from the Board of Directors in accordance with the provisions of the Civil Code. 3:117 paragraph (1) of the Articles of Association under the conditions set out therein.
2025. 04.28.) General Meeting resolution
(15.307.085 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
In the context of the evaluation of the work of the Board of Directors in 2024, the General Meeting notes that Katalin Lódi, member of the Board of Directors, performed her activities in the business year 2024 with the interests of the Company as her primary consideration, and therefore, pursuant to Section 10.2.20 of the Articles of Association, she is entitled to exercise her duties in accordance with the provisions of the Civil Code. 3:117 (1) of the Articles of Association under the conditions set out therein.
2025. 04.28.) General Meeting resolution
(15.310.702votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
In the context of the evaluation of the work of the Board of Directors in 2024, the General Meeting concludes that Péter Oszlánszki, member of the Board of Directors, performed his activities in the business year 2024 with the interests of the Company as his primary consideration, therefore, pursuant to Section 10.2.20 of the Articles of Association, the provisions of the Civil Code of Hungary apply. In accordance with Article 10.2.2 of the Articles of Association, the exemption provided for in Article 3:117 (1) of the Articles of Association is granted to him under the conditions set out therein.
2025. 04.28.) General Meeting resolution
(15,294,932 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
In the context of the evaluation of the work of the Board of Directors in 2024, the General Meeting concludes that Tamás Járdán, member of the Board of Directors, performed his activities in the business year 2024 with the interests of the Company as his primary consideration, therefore, pursuant to Section 10.2.20 of the Articles of Association, the provisions of the Civil Code of Hungary apply. 3:117 (1) of the Articles of Association under the conditions set out therein.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
In the context of the evaluation of the work of the Board of Directors in 2024, the General Meeting concludes that Attila Gayer, member of the Board of Directors, performed his activities in the business year 2024 with the interests of the Company as his primary consideration, therefore, pursuant to Section 10.2.20 of the Articles of Association, the provisions of the Civil Code of Hungary shall apply. 3:117 (1) of the Articles of Association under the conditions set out therein.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting adopts the Remuneration Report of the Company for the financial year 2024 with the content as presented by way of an advisory vote.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
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.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
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.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
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).
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting of the Company resolves to authorise the Board of Directors, acting in accordance with 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.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting resolves to authorize the Board of Directors of the Company to raise up to 4.000.000.000,- 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 timetable for the issuance and the manner of issuance. Furthermore, the General Meeting gives its consent to the Board of Directors to act before the supervisory authorities or other authorities for the issuance of the bond / green bond and to duly arrange for the admission of the issued bond / green bond to the bond market of the Budapest Stock Exchange.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting of Shareholders of the Company resolves to authorise the Board of Directors, acting in accordance with its powers under section 10.2.15 of the Articles of Association, to acquire treasury shares in particular, but not exclusively, in the following cases:
I. to use treasury shares as acquisition consideration, or
II. in order to preserve the Company's flexibility, possible optimisation of the capital structure, share issues and/or investments, or
III. for the Employee Share Ownership Programme (ESOP) acquisition of shares, or
IV. the Company, in addition to existing opportunities, to develop and operate additional share-based incentive 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. Method of acquisition of the treasury share: the treasury share may be acquired for consideration and free of charge, on the stock exchange, by public offer or, unless the law excludes it, in over-the-counter transactions, including by exercising the right of pre-emption.
II. The duration of the authorisation shall be 18 months from the date of this decision of the General Meeting.
III. The purchase of up to 25 per cent of the Company's share capital (treasury shares), if the shares are acquired in a redemption transaction, at a purchase price of at least one forint per share, but not more than 120 per cent of the closing price of the Company's shares on the Budapest Stock Exchange on the day preceding the transaction.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting of Shareholders of the Company resolves to authorise the Board of Directors, acting within its powers as set out in Articles 5.2.-5.4. of the Articles of Association, to increase the share capital of the Company by issuing new shares either in private or public offerings. The authorisation shall cover all the cases and methods of capital increase provided for in the Civil Code. Pursuant to Article 5.4 of the Articles of Association, the share capital may be increased up to 28 April 2030, provided that the maximum amount for which the Board of Directors may increase the share capital of the Company in any calendar year may not exceed twice the nominal value and the aggregate amount of the share capital as at 31 December of the preceding year. 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 the Articles of Association required by the increase of the share capital.
2025. 04.28.) General Meeting resolution
(5,592,000 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting of the Company decides today to determine the gross monthly remuneration of Viktor Szekeres, Chairman of the Board of Directors, of HUF 2,300,000, i.e. two million three hundred thousand forints gross.
2025. 04.28.) General Meeting resolution
(15,196,537 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The Company General Meeting decides today to retroactively appoint Viktor Sum, member of the Board of Directors, with effect from 1 January 2025 on the basis of a mandate 750,000, - HUF gross, i.e. seven hundred and fifty thousand HUF gross per month, for the term of office commencing on 1 January 2010 of a total remuneration of
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
Taking into account the change of the registered office of the Company, the General Meeting decides that, with effect from the date of the decision of the General Meeting, the branches of the Company shall be:
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. floor II. Door 15.
6721 Szeged, Tisza Lajos körút 17.
7622 Pécs, Zsinkó István utca 11.
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
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, retail sale of information and communication technology products
Other activities:
6039 '25 Others content distribution activities
6310'25 Computer engineering Infrastructure, data processing, hosting and related activities related services
7491 '25 Patent agency marketing activities
7499'25 M.n.s. other professional, scientific and technical activities
8299 '25 M.n.s. other business support services
3320 '25 Industrial machinery and equipment installation of machinery and equipment
4222 '25 Electric, construction of utility installations for electricity, telecommunications
4321 '25 Electrical installation
4650 '25 Information Technology, wholesale of information technology and communication products
6110 '25 Wired, wire wireless and satellite telecommunications
6210 '25 Computer programming
6220 '25 Information Technology consultancy and operation of information technology equipment and systems
6290 '25 Others information technology services
7020 '25 Business administration, other other management consultancy
7112 '25 Engineering activities, technical consultancy activities
7120 '25 Technical inspection, analysis
7210 '25 Natural Sciences, Engineering research and experimental development
7733 '25 Office machinery and equipment, computer rental
9510 '25 Computer, repair and maintenance of computers and communication equipment
2025. 04.28.) General Meeting resolution
(decision taken with 15,326,445 votes in favour (100%), 0 votes against (0%) and 0 abstentions (0%))
The General Meeting decides today to amend the Statutes as proposed.
Nagytarcsa, 2025. april 28.
Gloster Infocommunications Plc.
