Red lines, circular, net-like, abstract digital structure on a black background.
April 16, 2023

Invitation to the Annual General Meeting of Gloster Infocommunications Plc.

Gloster company logos icon
PDF
Invitation to the Annual General Meeting of Gloster Infocommunications Plc.
Download
Attached documents
Download

INVITATION TO THE GENERAL MEETING

The Board of Directors of Gloster Infokommunikációs Nyilvánosan Működő Részvénytársaság (registered office: 2142 Nagytarcsa, Csonka János utca 1/A A/2.; company registration number: 13-10-042012; tax number: 27294260-2-13) (hereinafter: "Company", "Issuer") hereby informs you that the Company is convening an ordinary general meeting (hereinafter: "General Meeting") as follows.

The Board of Directors hereby publishes this announcement in accordance with Section 3:272 (1) and (3) of Act V of 2013 on the Civil Code (hereinafter: Civil Code) and Section 10.4.3 of the Company's currently effective Articles of Association (hereinafter: Articles of Association) hereby announces the date of the Annual General Meeting at least 30 (thirty) days in advance.

Date and venue of the General Meeting: April 28, 2025, at 11:00 a.m., at the Company's registered office (2142 Nagytarcsa, Csonka János utca 1/A A/2. ép.).

CAPS ID (COAF): HU20250327021935

Registration: April 28, 2025, starting at 10:30 a.m. at the venue of the General Meeting.

Agenda items for the General Meeting:

1. Decision on the approval of the Company's 2024 financial statements prepared in accordance with International Financial Reporting Standards (IFRS) based on the reports of the Supervisory Board and the Audit Committee and the auditor's statement.

2. Decision on the appropriation of the Company's after-tax profit, dividend payment, dividend rate, and rules for 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 exemption that may be granted to members of the Company's Board of Directors

5. Opinion poll on the Company's Remuneration Report for the 2024 financial year

6. Decision on changing the name of the Company and authorizing the Chairman of the Board of Directors to make the necessary additional decisions

7. Decision on changing the Company's registered office and authorizing the Chairman of the Board of Directors to make any further decisions necessary for this purpose

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 make the necessary additional decisions

10. Decision on the issuance of bonds/green bonds and authorisation of the Board of Directors to make further decisions necessary for this purpose

11. Authorization of the Board of Directors to acquire own shares

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

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

14. Other decisions

Conditions for exercising the right to add items to the agenda:

If a shareholder or shareholders of the Company who together hold at least one percent (1%) of the voting rights submit a proposal to supplement the agenda in accordance with the rules governing the detail of the agenda, or a draft resolution relating to an item on the agenda or to be included on the agenda, to the Board of Directors within eight (8) days of the publication of the announcement convening the General Meeting. The Board of Directors shall publish an announcement regarding the supplemented agenda and the draft resolutions submitted by the shareholders after receiving the proposal. The issue specified in the announcement shall be considered to be on the agenda.

Method of holding the General Meeting: Shareholders may participate in person (or through a representative).

The Company hereby invites the market operator Budapest Stock Exchange Public Limited Company (company registration number: 01-10-044764, registered office: 1013 Budapest, Krisztina körút 55. VI. em.) to the General Meeting.

Conditions for exercising voting rights as specified in the Company's Articles of Association:

According to the rules currently applicable to the Company, each ordinary share with a nominal value of HUF 10 HUF ten forints) entitles the holder to one vote. Quorum must be verified for each resolution. If a shareholder is not entitled to vote on a particular issue, he or she must be disregarded when determining quorum for that resolution.

When making the decision, the following persons may not vote:

- who is exempted from obligations or responsibilities by the resolution or who receives other benefits at the expense of the Company;

- with whom a contract must be concluded in accordance with the decision;

- against whom legal action must be taken on the basis of the decision;

- whose relative is interested in the decision and who is not a shareholder of the Company;

- who has a controlling influence over another organization with an interest in the decision; or - who otherwise has an interest in the decision.

In order to participate in and vote at the General Meeting, shareholders or their proxies must be registered in the Company's share register no later than the second working day preceding the start of the General Meeting. If the shareholder is represented by an authorized representative, the power of attorney must be recorded in a private document or public document with full probative force. A representative may represent more than one shareholder, but a shareholder may only have one representative. The Company's executive officers, members of the Supervisory Board and auditors may not act as representatives. The Company requests ownership verification from KELER Zrt. for the date of the General Meeting as a corporate event, therefore, the keeper of the share register shall delete all data entered in the share register that is valid at the time of the owner verification and, at the same time, shall enter the data corresponding to the results of the owner verification in the share register and close it with the owner verification data. Participation in the General Meeting and voting is conditional upon the shareholder or the shareholder's proxy being registered in the Company's share register at the time of closing the share register. Thereafter, an entry concerning the shareholder's share ownership may be made in the share register at the earliest on the working day following the closing of the General Meeting.

Location where the original and complete text of draft resolutions and documents to be submitted to the General Assembly are available:

On the Company's website (www.gloster.hu), the Budapest Stock Exchange Ltd. (www.bet.hu), and the website operated by the National Bank of Hungary (www.kozzetetelek.hu) in accordance with the relevant provisions at least twenty-one days prior to the General Meeting and thus available from April 7, 2025, at the latest:

- aggregate data on the number of shares existing at the time of the meeting and the proportion of voting rights, including separate aggregates for each class of shares;

- proposals relating to items on the agenda, audit committee or auditor reports relating thereto, and draft resolutions;

- forms to be used for voting by proxy or by mail, if they have not been sent directly to the shareholders.

Quorum:

The General Meeting shall have a quorum if it has been duly convened and if shareholders representing more than half of the votes cast participate in the meeting.

In the event that the General Meeting is unable to reach a decision, the place and time of the repeat General Meeting:

If the General Meeting does not have a quorum, the date of the repeated General Meeting shall be May 9, 2025, at 10:00 a.m., at the Company's registered office.

If the General Meeting does not have a quorum, the repeated General Meeting shall have a quorum regardless of the number of votes represented by those present on the items on the original agenda.


Nagytarcsa, 2025. march 27.

Gloster Infocommunications Plc.

Board of Directors

Gloster company logos icon
PDF
Invitation to the Annual General Meeting of Gloster Infocommunications Plc.
Download
Attached documents
Download
Contact us!
How can Gloster contribute to your business success?
Contact us at info@gloster.hu or simply click on the link below!
Contact
Right yellow arrowRight black arrow