Ad-hoc | 1 July 2009 08:35
DGAP-Geoinfo Ad-hoc-Service: Zwack Unicum Nyrt.. AGM/EGM Decisions 01 Jul 2009 Ad-hoc announcement according to Tpt. 55.§ of the Hungarian Capital market Act., transmitted by DGAP-Geoinfo. The issuer is solely responsible for the content of this announcement. Zwack Unicum Nyrt. RESOLUTIONS of the Annual General Meeting held on June 30, 2009 Resolution of the AGM No. 1/2009. 06. 30. The AGM approved the election of Mr. Sándor Zwack as conducting chairman, Mr. György Guttengéber and Mr. György Kató as vote counters, the election of Lászlóné Mráz as keeper of the Minutes of the June 30, 2009 Annual General Meeting, and the election of Mr. Hans Dieter Melwisch representative of the shareholder PZHAG, and Ms. Szilvia Herrant, representative of the shareholder Diageo Holdings Netherlands B.V., as confirmers of the Minutes.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 532 490 | 99.99% | 1 532 261 | 209 | 20Report of the Board of Directors on the business activities of the Company in the business year starting on April 1, 2008 and terminating on March 31, 2009 and presentation of the related Annual Report of the Company; Report of the Auditor; Report of the Supervisory Board, including the report of the Audit Board; Approval of the Corporate Governance Report Resolution of the AGM No. 2/2009. 06. 30. The AGM approved the report of the Board of Directors regarding the business activities and financial results of the Company in the business year starting on April 1, 2008 and terminating on March 31, 2009.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 583 | 99.98% | 1 531 219 | 344 | 20Resolution of the AGM No. 3/2009. 06. 30. The AGM has approved the report of PricewaterhouseCoopers Kft., as statutory auditor of the Company regarding the operation of the Company in the business year starting on April 1, 2008 and terminating on March 31, 2009 and the related Annual Report.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 532 534 | 99.77% | 1 529 010 | 384 | 3 140Resolution of the AGM No. 4/2009. 06. 30. The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2008 and terminating on March 31, 2009.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 564 | 99.99% | 1 531 368 | 90 | 106Resolution of the AGM No. 5/2009. 06. 30. The AGM approved the Corporate Governance Report of the Board of Directors, approved by the Supervisory Board for the business year starting on April 1, 2008 and terminating on March 31, 2009.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 529 852 | 99.85% | 1 527 553 | 18 | 2 281Resolution on the determination and allocation of the after-tax profit of the Company generated in the business year starting on April 1, 2008 and terminating on March 31, 2009 Resolution of the AGM No. 6/2009. 06. 30. The AGM approved the proposal of the Board of Directors on the allocation of profits, on the basis of which the Company has declared the payment of dividend in the amount of HUF 2 874 166 000 (two billion eight hundred and seventy-four million hundred and sixty-six thousand Hungarian Forints) from the after-tax profit and HUF 1 806 334 000 (one billion eight hundred six million three hundred thirty four thousand Hungarian Forints) from the profit reserves amounting altogether to HUF 4,680,500,000 (four billion six hundred eighty million five hundred thousand forint), of which HUF 2,645,500,000 (two billion six hundred forty five million five hundred thousand forint) have already been declared during the business year as interim dividend. The AGM has ordered the Board of Directors to take the necessary steps for the payment of the 2 035 000 000 (two billion thirty-five million Hungarian Forints) dividends on a pro rata basis in accordance with the shareholding set forth in the Company's Share Register on August 25, 2009. The distribution of the dividends shall commence on August 31.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 530 401 | 99.89% | 1 528 672 | 129 | 1 600Approval of the Annual Report of the Company, including the Balance Sheet concerning the business year starting on April 1, 2008 and terminating on March 31, 2009 Resolution of the AGM No. 7/2009. 06. 30. The AGM approved the Annual Report of the Company concerning the business year starting on April 1, 2008 and terminating on March 31, 2009, which was prepared in accordance with Hungarian accounting standards and contains the audited balance sheet concerning the business year starting on April 1, 2008 and terminating on March 31, 2009, showing a total balance of assets and liabilities in the amount of HUF 15 779 791 000 as well as the profit-and-loss statement (taking into account an amount of HUF 1 806 334 000 used for dividend and the declared dividend amounting to HUF 4 680 500 000) with a net profit of HUF 0 as follows: Balance Sheet: Zwack Unicum Plc. Assets: in HUF (in thousands; -,000) Invested assets: 4 842 912 Intangible assets 127 607 Tangible assets 4 635 927 Financial investments 79 378 Current assets: 10 699 382 Inventories 2 580 551 Receivables 5 069 215 Securities 0 Liquid assets 3 049 616 Accrued and deferred assets 237 497 Total assets: 15 779 791 Liabilities: Equity: 9 470 170 Share capital 2 035 000 Capital reserves 264 044 Accumulated profit reserves 7 171 126 Balance sheet profits 0 Provisions: 313 902 Liabilities: 5 708 305 Accrued expenses: 287 414 Total liabilities: 15 779 791 Profit & Loss Statement: in HUF (in thousands; -,000) Net sales revenues 32 387 470 Capitalised value of own performance 143 151 Other revenues 278 663 Material Costs 13 061 691 Payment to personnel 3 294 416 Depreciation reserves 672 466 Other expenditures 12 652 290 Net profit on ordinary business 3 128 421 Net profit on financial transactions 502 459 Regular entrepreneurial profit 3 630 880 Extraordinary profits -5 859 Net profit before taxation 3 625 021 After-tax profits 2 874 166 Dividends paid out of accumulated profit reserve 1 806 334 Approved dividends 4 680 500 Balance sheet profits 0Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 501 | 99.96% | 1 530 931 | 344 | 226Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2008 and terminating on March 31, 2009, prepared in accordance with the international accounting standards (IFRS) Resolution of the AGM No. 8/2009. 06. 30. The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2008 and terminating on March 31, 2009, prepared in accordance with the international accounting standards (IFRS) as follows: Balance Sheet: Zwack Unicum plc. Assets: in million HUF Non-current assets: 4 767 Property, plant and equipment 4 327 Intangible assets 144 Returnable packaging materials 61 Investments 18 Non-current receivables 39 Deferred tax assets 178 Current assets: 13 200 Inventories 2 417 Trade and other receivables 7 733 Cash and cash equivalents 3 050 Total assets: 17 967 Equity and liabilities: Shareholder's equity: 13 521 Share capital 2 000 Share premium account 165 Retained earnings 11 356 Non current liabilities: 166 Other financial liabilities 162 Provisions 4 Current liabilities: 4 280 Trade and other liabilities 3 970 Provisions 310 Total equity and liabilities: 17 967 Profit & Loss Statement (in MILLION HUF) Sales net of excise tax 20 621 Operating expenses 17 632 Material cost of goods sold 7 654 Employee costs 3 196 Depreciation and amortization expense 741 Other operating expenses 6 041 Other operating income 1 366 Profit from operations 3 749 Net financial income 385 Profit before tax 4 134 Income tax expense 1 062 Profit after tax 3 072Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 530 043 | 99.90% | 1 528 557 | 96 | 1 390Resolution on the remuneration of the members of the Board of Directors and the Supervisory Board Resolution of the AGM No. 9/2009. 06. 30. The AGM approved the honoraria for the members of the Company's Board of Directors and the Supervisory Board in regard to the business year starting on April 1, 2008 and terminating on March 31, 2009 as follows: Chairman of the Board of Directors: 3,2 M HUF Deputy Chairman of the Board of Directors 2,6 M HUF Members of the Board of Directors: 2,0 M HUF Chairwoman of the Supervisory Board: 3,2 M HUF Deputy Chairman of the Supervisory Board of Directors 2,6 M HUF Members of the Supervisory Board: 2,0 M HUFNumber of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 532 465 | 99.76% | 1 528 837 | 1 772 | 1 856Election of members of the Board of Directors Resolution of the AGM No. 10/2009. 06. 30. The AGM acknowledged the resignation of Mr. Vassilis Andrikopoulos as member of the Board of directors as of June 29, 2009. The AGM discharged Mr. Vassilis Andrikopoulos from his liabilities in connection with his activities as member of the Board of Directors.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 637 | 100.00% | 1 531 598 | 15 | 24Resolution of the AGM No. 11/2009. 06. 30. The AGM approved the reelection of Mr. Sandor Zwack (mother's full maiden name: Anne Storie-Marshall, address:1054 Budapest, Akadémia str. 9) as a member of the Board of Directors for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 521 | 100.00% | 1 531 496 | 0 | 25Resolution of the AGM No. 12/2009. 06. 30. The AGM has approved the reelection of Ms. Isabella Veronika Zwack (mother's full name: Anne Storie-Marshall, address: 8. Széchenyi street 1054, Budapest) as a member of the Board of Directors for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 267 | 100.00% | 1 531 267 | 0 | 0Resolution of the AGM No. 13/2009. 06. 30. The AGM approved the reelection of Dr. Rudolf Kobatsch (mother's full name: Eleonore Kobatsch born Reisinger; Address: A-3021 Pressbaum, Hauptstrasse 63, Austria) as a member of the Board of Directors for a definite period of time starting on August 1, 2009 and expiring on July 31, 2011.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 528 164 | 99.98% | 1 527 859 | 174 | 131Resolution of the AGM No. 14/2009. 06. 30. The AGM approved the reelection of Mr. Daniel Brett Radice (mother's maiden full name: Amanda Trench, address: H-1022 Budapest, Bimbó út 72/a) as a member of the Board of Directors for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 282 | 99.88% | 1 529 418 | 162 | 1 702Resolution of the AGM No. 15/2009. 06. 30. The AGM approved the election of Mr. Attila Erdei (mother's full maiden name: Magdolna Gorgyán, address: H-1147. Budapest, Kerékgyártó u. 47-49.) as a member of the Board of Directors for a definite period of time expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 392 | 99.95% | 1 530 599 | 509 | 284Resolution of the AGM No. 16/2009. 06. 30. The AGM approved the reelection of Mr. Frank Odzuck (mother's full maiden name: Irene Watzke, address: H-1121 Budapest, Csillagvölgyi út 4/F.) as a member of the Board of Directors for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 532 | 99.99% | 1 531 428 | 0 | 104Resolution of the AGM No. 17/2009. 06. 30. The AGM approved the reelection of Mr. Tibor András Dörnyei (address: H-8000 Székesfehérvár, Királykút lakónegyed 21. I/2) as a member of the Board of Directors for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 532 436 | 99.98% | 1 532 174 | 100 | 162Election of members of the Supervisory Board Resolution of the AGM No. 18/2009. 06. 30. The AGM acknowledged the resignation of Mr. Gilbert Ghostine as a member of the Supervisory Board as of June 29, 2009. The AGM discharged Mr. Gilbert Ghostine from his liabilities in connection with his activities as a member of the Supervisory Board.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 276 | 99.99% | 1 531 166 | 110 | 0Resolution of the AGM No. 19/2009. 06. 30. The AGM has approved the reelection of Dr. Hubertine Underberg-Ruder (mother's maiden full name: Christiane Schattauer-Klönne, address: 31, CH-8305 Dietlikon, Switzerland) as a member of the Supervisory Board for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 530 369 | 99.98% | 1 530 066 | 40 | 263Resolution of the AGM No. 20/2009. 06. 30. The AGM has approved the reelection of Mr. Gerd Peskes (mother's full name: Luise Peskes (born: Holterman), address: D-4300 Essen-Bredeney 17, Im Riek, Germany) as a member of the Supervisory Board for a definite period of time starting on August 1, 2009 and expiring on July 31, 2011.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 529 290 | 99.97% | 1 528 835 | 272 | 183Resolution of the AGM No. 21/2009. 06. 30. The AGM has approved the reelection of Dr. György Geiszl (mother's full name: Katalin Tóth, address: 2045 Törökbálint, Vértanúk útja 20.) as a member of the Supervisory Board for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 528 645 | 99.98% | 1 528 403 | 62 | 180Resolution of the AGM No. 22/2009. 06. 30. The AGM has approved the election of Mr. Rory John O'Keeffe (mother's maiden full name: Ursula Ann Desmond; address: Unit 221, Roskina, Angelovo Village, Krasnogorsky Region, Moscow, Russia, 143442) as a member of the Supervisory Board for a definite period of time expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 529 930 | 99.98% | 1 529 621 | 35 | 274Resolution of the AGM No. 23/2009. 06. 30. The AGM has approved the reelection of Dr. András Szecskay (mother's full name: Klára Bóta, address: H-1055 Budapest, Kossuth tér 16-17. III/2.) as a member of the Supervisory Board for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 530 327 | 100.00% | 1 530 327 | 0 | 0Resolution of the AGM No. 24/2009. 06. 30. The AGM has approved the reelection of Dr. István Salgó (mother's full name: Mária Szita, address: 1023 Budapest, Apostol u. 8) as a member of the Supervisory Board for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 530 203 | 99.96% | 1 529 652 | 373 | 178Election of the members of the Audit Board Resolution of the AGM No. 25/2009. 06. 30. The AGM has approved the reelection of Mr. Gerd Peskes, member of the Supervisory Board (mother's full name: Luise Peskes (born: Holterman), address: D-4300 Essen-Bredeney 17, Im Riek, Germany) as a member of the Audit Board for a definite period of time starting on August 1, 2009 and expiring on July 31, 2011.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 529 161 | 99.94% | 1 528 208 | 410 | 543Resolution of the AGM No. 26/2009. 06. 30. The AGM has approved the reelection of Dr. György Geiszl member of the Supervisory Board (mother's full name: Katalin Tóth, address: 2045 Törökbálint, Vértanúk útja 20.) as a member of the Audit Board for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 529 309 | 99.97% | 1 528 783 | 148 | 378Resolution of the AGM No. 27/2009. 06. 30. The AGM has approved the reelection of Dr. István Salgó, member of the Supervisory Board (mother's full name: Mária Szita, address: 1023 Budapest, Apostol u. 8) as a member of the Audit Board for a definite period of time starting on August 1, 2009 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 531 157 | 99.95% | 1 530 422 | 383 | 352Prolongation of the appointment of the Company's auditor and approval of its remuneration Resolution of the AGM No. 28/2009. 06. 30. The AGM approved the re-election of PricewaterhouseCoopers Ltd. (H-1077 Budapest, Wesselényi utca 16, registration no.:001464; individual auditor in charge: Mrs. Márta Szűcs Hegedűsné, registration no.: 006838, the substitute auditor appointed in the event of any extended absence of the auditor in charge is: Ms. Szilvia Szabados, registration no.: 005314), as statutory auditor of the Company for a definite period expiring on July 31, 2010. The AGM authorized the Board of Directors to conclude the agreement with the statutory auditor.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 529 990 | 99.98% | 1 529 609 | 284 | 97Resolution of the AGM No. 29/2009. 06. 30. The AGM has approved the honoraria - amounting to HUF 8 000 000 + 25% VAT for PricewaterhouseCoopers Ltd. (H-1077 Budapest, Wesselényi utca 16, registration no.:001464;) for its performance as auditor of the Company. The honoraria includes the fee for the auditing of the annual report concerning the business year starting on April 1, 2009 and terminating on March 31, 2010 in accordance with the Hungarian accounting principles.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 527 990 | 99.96% | 1 527 326 | 290 | 374Modification and amendment of the Statutes of the Company Resolution of the AGM No. 30/2009. 06. 30. The AGM approved the amendments of the Statutes of the Company as set attached to the Minutes of the AGM as Appendices 1/A and 1/B.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 528 947 | 100.00% | 1 528 907 | 20 | 20Approval of the consolidated text of the Company's Statutes, including amendments to date Resolution of the AGM No. 31/2009. 06. 30. The AGM approved the consolidated version of the Statutes including the modifications and amendments set forth by the above Resolutions of the AGM (containing all the amendments to date) attached to the Minutes of the AGM as Appendices 2/A and 2/B.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 530 391 | 99.99% | 1 530 285 | 20 | 86June 30, 2009 Budapest Board of Directors of the Zwack Unicum Plc. Contact: Guttengéber György guttengeber@zwackunicum.hu ---------------------------------------------------------------------------