Ireland | 28 May 2010 10:12
Other mandatory report: Zwack Unicum Nyrt. 28 May 2010 Other mandatory report according to the Tpt. and other laws with the objective of Europe-wide distribution. The issuer is solely responsible for the content of this announcement. Public Announcement The Zwack Unicum Liqeur Industry and Trading Company Ltd. (Zwack Unicum Likőripari és Kereskedelmi Nyrt.) (H-1026 Budapest, Soroksári út 26.) hereby notifies its shareholders that the Company shall hold its: Annual General Meeting (“AGM”) on Tuesday, June 29, 2010 at 10:00 a.m. The venue of the AGM shall be: Hotel Mercure Buda H-1013 Budapest, Krisztina krt. 41-43. Agenda of the AGM (1) Report of the Board of Directors on the business activities of the Company in the business year starting on April 1, 2009 and terminating on March 31, 2010 and presentation of the related draft Annual Report of the Company and the Corporate Governance Report; (2) Report of the Auditor; (3) Report of the Supervisory Board, including the report of the Audit Board; (4) Approval of the Corporate Governance Report; (5) Resolution on the determination and allocation of the after-tax profit of the Company generated in the business year starting on April 1, 2009 and terminating on March 31, 2010; (6) Approval of the Annual Report of the Company, including the Balance Sheet concerning the business year starting on April 1, 2009 and terminating on March 31, 2010; (7) Approval of the Annual Report of the Company concerning the business year starting April 1, 2009 and terminating on March 31, 2010, prepared in accordance with the international accounting standards (IFRS); (8) Resolution on the remuneration of the members of the Board of Directors and the Supervisory Board; (9) Election of members of the Board of Directors (10) Prolongation of the appointment of the Company's auditor and approval of its remuneration; (11) Modification and amendment of the Statutes of the Company; (12) Approval of the consolidated text of the Company’s Statutes, including amendments to date; (13) Miscellaneous. Every registered common share having a nominal value of 1,000 HUF (one thousand Hungarian Forint) shall entitle its holder to one vote at the AGM. Shareholders may exercise their rights at the AGM either in person or through an authorized representative pursuant to a voting card or an equivalent official certification confirming the right to vote (hereinafter together: “Voting Card”) to be issued by the Board of Directors. In acc ordance with Section 221 of the Companies Act, the proxy empowering its holder to representation shall be incorporated into a public legal document or a fully evidencing private deed (as described in Section 196 of the Civil Procedure Code), and shall be submitted prior to obtaining the certification entitling the certificate holder to the receipt of the Voting Card. Participating and voting at the AGM shall be reserved to the shareholders duly entered into the Company’s Share Register the latest on the 6th ( sixth) working day before the AGM (Section 304 (2) of the Company Act). In order to ensure that shareholders are registered in the Share Register, the Company orders owner identification during which the securities account holders send the data of shareholders to KELER Zrt. that, on the basis of the received information, registers shareholders in the Share Registry until its closing which will be on June 17, 2010. The registration of the shareholder into the Share Register is the obligation of investment service firms. The registration of the ownership can be initiated through the respective investment service firm within the deadline set forth therefore. Closing the register of shareholders shall not impede the right of a person whose name is contained in the register of shareholders in transferring his shares after the closure of the register of shareholders. The transfer of shares before the opening day of the general meeting shall not preclude the right of a person whose name is contained in the register of shareholders from attending the general meeting and from exercising his shareholder's rights (Section 304 (3) of the Company Act). The registration shall occur on the day of the AGM between 9:00 a.m. and 9:45 a.m. The Company hereby kindly requests its shareholders to bring all the documents which are required to verify their identity and right to representation as well as the proxy in the case of an authorized representative. Shareholders may exercise their shareholders' rights through representatives. One representative may represent several shareholders; however, one shareholder may have only one representative. If the shareholder holds shares of the same company in more than one securities account, it may authorize different proxy holders for each securities account. However, with respect to the shares held by the same shareholder, the votes cannot be different. If different votes are cast in respect of shares held by the same shareholder, all votes of that shareholder are invalid. If a shareholder exercises its voting right by way of a representative, then the proxy holder shall cast votes in accordance with the instructions issued by the appointing shareholder, otherwise its vote is invalid. (Section 213 (2) of the Company Act). In this regard the shareholders shall give unequivocal voting instruction in the proxy for the representative and in case of absence of voting instructions, they shall specifically declare this in the proxy. If the proxy does not specifically state the instruction, the Company considers it as absence of instruction. If the representative received an instruction in writing, the shareholder shall send a copy signed by himself to the Company. Pursuant to the new regulation stated in Section 213 (2) of the Company Act the representatives shall declare the instruction of the shareholder in writing before receiving the voting cards. The representatives shall also declare that they will vote according to the instruction and informed the Company about all the related instruction. The regulations above do not affect the regulations of the 'shareholder's nominees' in the meaning of the Capital Market Act. A group of shareholders controlling at least one per cent of the voting rights may request in writing the Board of Directors within a period of 8 days after the publication of the present notice to place an issue of their choosing on the agenda of the AGM, indicating the reason and the purpose thereof. The group of shareholders controlling at least one per cent of the voting rights may also submit proposals for resolution in accordance with the agenda. The right of shareholders to information shall not include the right to inspect the Company's books and other business documents containing any business secret. The key data of the Board of Directors' and the Supervisory Board's report, the summary of the proposals relating to the items on the agenda, and the draft resolutions, key data of the draft annual report prepared pursuant to the Accounting Act and the total number of shares and voting rights at the date of convening the general meeting annual report and the draft proposals for the AGM shall be available for review from June 7, 2010 at the places indicated below. The names of the members of the Board of Directors and the Supervisory Board and and all monetary and non-monetary benefits granted to these members in this role, detailed by members and the legal title for the benefit are also available from the date of the publication of this notice on the websites of both the Budapest Stock Exchange (www.bet.hu) and the Company (www.zwack.hu), as well as at the Company's Shareholders' Relations Department on business days, between 8.00 a.m. and 4.00 p.m. In lack of a quorum, the reconvened AGM, with the same agenda, shall be held at the same location, on July 12, 2010 at 10:00 a.m. The reconvened AGM shall have a quorum irrespective of the actual number of shareholders present. The main data of the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2009 and terminating on March 31, 2010 prepared in accordance with Hungarian accounting principles are as follows: BALANCE SHEET th HUF Invested assets 4 676 598 Intangible assets 119 513 Tangible assets 4 477 731 Financial investments 79 354 Current assets 11 039 315 Inventories 2 443 982 Receivables 4 209 740 Securities 0 Liquid assets 4 385 593 Accrued and deferred assets 169 754 Total assets 15 885 667 Equity 11 939 455 Share capital 2 035 000 Capital reserves 264 044 Accumulated profit reserves 7 171 126 Balance sheet profits 2 469 285 Provisions 68 964 Liabilities 3 607 520 Accrued expenses 269 728 Total liabilities 15 885 667 PROFIT & LOSS STATEMENT th HUF Net sales revenues 28 081 530 Capitalised value of own performance 232 003 Other revenues 424 852 Material costs 10 911 911 Payment to personnel 2 715 976 Depreciation 704 000 Other expenditures 11 539 021 Net profit on ordinary business 2 867 477 Net profit on financial transactions 125 238 Regular entrepreneurial profit 2 992 715 Extraordinary profits -1 692 Net profit before taxation 2 991 023 Tax liability 521 738 After-tax profits 2 469 285 Approved dividends Balance sheet profits 2 469 285 The Board of Directors proposes to the AGM to declare and distribute dividends amounting altogether to HUF 2 035 000 000 (two billion thirty five million forint), that is altogether HUF 1 000 (one thousand forint) per share (100% in relation to the nominal value) with regard to the business year starting on April 1, 2009 and terminating on March 31, 2010. The audited balance sheet of the Company and the final amount of the dividends to be declared and distributed shall be approved by the AGM. May 26, 2010 BOARD OF DIRECTORS OF ZWACK UNICUM PLC. (H-1095 Budapest, Soroksári u. 26.) ---------------------------------------------------------------------------