Gloster acquires a 70% stake in two software development companies

Extraordinary information

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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.

Gloster acquires a 70% stake in two software development companies

With this move, Gloster's dividend will increase by nearly one and a half times.

Most recently, BMW in Munich awarded a software development contract worth EUR 15 million[1] and a EUR 700,000 order from AUDI, Gloster acquired an additional 19% stake in Gloster GmbH, Germany, in addition to its existing 51% stake.

The transactions are the second steps in the previous share acquisitions[2] [3], for which all conditions have been met, and the necessary administrative steps and company court procedures are currently underway. The move is value-creating for shareholders because Gloster's dividend from the companies' profits for 2024 will increase by nearly one and a half times (the dividend for external owners was nearly HUF 206 million in 2023). Gloster financed the transactions entirely from its own resources, without resorting to bank financing (indebtedness did not increase) or a capital increase (shareholders' holdings were not diluted).

Gloster-Minero IT Hungary Ltd.

Gloster-Minero IT Hungary Kft., which has been successfully supplying the German automotive industry for more than ten years, continues to operate with unchanged management and geographical focus as a German-Hungarian joint venture between Munich-based multinational Sulzer GmbH and Gloster.

Founded in 1978, the Bavarian co-owned IT company Sulzer GmbH operates offices in ten locations around the world, including the US and India. With sales of around EUR 80 million and 650 employees, it is the 16th largest IT supplier to the German automotive industry[4]. Its customers include BMW, Audi, BASF, MAN, Daimler, and Skoda.

Despite Germany's economic problems, Gloster's global customer BMW continues to grow steadily, selling 2,555,341 cars in 2023, which represents a 6.5% increase compared to 2022[5].

Gloster GmbH.

Gloster GmbH, winner of the Audi Innovation Award, was founded in 2009 with the aim of providing high-quality nearshore services to the German market. The founding owners had previously worked as external IT consultants for Volkswagen AG and AUDI AG, so they already had the necessary network of contacts to start the business.

The purpose of the additional acquisition is to build on Gloster GmbH's existing successful local operations and, in line with the 2026 strategy, to establish a local presence for Gloster with its own sales office in the DAH region (Germany, Austria, Switzerland), in order to win further long-term, high-value, high-profit software development contracts, not only in the automotive industry. In 2022, through Gloster GmbH, the group won a project worth EUR 700,000 to renew the reporting system related to the production of the German Audi[6], which was extended on July 2, 2024, for the same amount[7].

Another step in implementing the strategy

The move is in line with Gloster's Investment Presentation published on April 23, 2024, in which it announced that it would purchase additional business shares in its existing and well-performing subsidiaries in order to generate higher profits.

Gloster shares are tracked by two investment service providers: Equilor has set a 12-month target price of HUF 1,396 per share (hold recommendation), while ERSTE HUF 1,183 per share (buy recommendation).

This announcement does not contain any information previously declared as insider information, but merely informs investors about the implementation of measures promised in previous announcements.

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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 22, 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 wins €15 million industrial software development contract from BMW https://gloster.hu/uploads/befektetoknek/kozzetetelek/rendkivuli-tajekoztatasok/Extraordinary announcement – Gloster wins €15 million contract from BMW 6672898577f31.pdf

[2] Gloster acquires automotive software developer serving the German market https://gloster.hu/uploads/befektetoknek/kozzetetel/rendkivuli_tajekoztatasok/14863-Nemet-piacra-szolgaltato-autoipari-szoftverfejlesztot-vett-a-Gloster.pdf

[3] Gloster is preparing to acquire VW and Audi's German software supplier https://gloster.hu/uploads/befektetoknek/kozzetetel/rendkivuli_tajekoztatasok/21204-Extraordinary-announcement-_Gloster-is-preparing-to-acquire-the-software-supplier-of-VW-and-Audi.pdf

[4] https://www.sulzer.de/news/top-25-it-dienstleister-sulzer-gmbh-in-top-20-etabliert/

[5] 2023 (Full Year) Global: BMW and MINI Sales Worldwide

https://www.best-selling-cars.com/brands/2023-full-year-global-bmw-and-mini-sales-worldwide/

[6] June 7, 2022 - Gloster wins €700,000 software development contract from German company Audit https://gloster.hu/uploads/befektetoknek/kozzetetel/rendkivuli_tajekoztatasok/19920-Extraordinary-announcement---Gloster-wins-€700,000-software-development-contract-from-German-company-Audit.pdf

[7] July 2, 2024 - Gloster wins software development contract worth over €700,000 from German company Audit https://gloster.hu/befektetoknek/kozlemenyek/01907289-8832-78b7-bffd-2d351de138c5

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