Ad-hoc | 29 June 2010 16:51
DGAP-Geoinfo Ad-hoc-Service: Zwack Unicum Nyrt. AGM/EGM Decisions 29 Jun 2010 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 29, 2010 Resolution of the AGM No. 1/2010. 06. 29. 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 29, 2010 Annual General Meeting, and the election of Mr. Hans Dieter Melwisch representative of the shareholder PZHAG, and Ms. Herrant Szilvia, representative of the shareholder Diageo Holdings Netherlands B.V., as confirmers of the Minutes.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 406 | 99,99% | 1 549 270 | 32 | 104Report 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; 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. 2/2010. 06. 29. 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, 2009 and terminating on March 31, 2010.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 587 | 99,97% | 1 549 184 | 353 | 50Resolution of the AGM No. 3/2010. 06. 29. 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, 2009 and terminating on March 31, 2010 and the related Annual Report.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 589 | 99,95% | 1 548 865 | 430 | 294Resolution of the AGM No. 4/2010. 06. 29. The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2009 and terminating on March 31, 2010.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 550 | 99,87% | 1 547 599 | 395 | 1 556Resolution of the AGM No. 5/2010. 06. 29. 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, 2009 and terminating on March 31, 2010.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 245 | 99,97% | 1 548 797 | 294 | 154Resolution 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 Resolution of the AGM No. 6/2010. 06. 29. 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 2 035 000 000 (two billion thirty five million Hungarian Forints) from the after-tax profit, and resolved to put the remaining HUF 434 285 000 to the profit reserves. The AGM has ordered the Board of Directors to take the necessary steps for the payment of the dividends on a pro rata basis in accordance with the shareholding set forth in the Company's Share Register on August 23, 2010. The distribution of the dividends shall commence on August 30, 2010.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 421 | 99,98% | 1 549 057 | 364 | 0Approval 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 Resolution of the AGM No. 7/2010. 06. 29. The AGM approved the Annual Report of the Company concerning the business year starting on April 1, 2009 and terminating on March 31, 2010, which was prepared in accordance with Hungarian accounting standards and contains the audited balance sheet concerning the business year starting on April 1, 2009 and terminating on March 31, 2010, showing a total balance of assets and liabilities in the amount of thousand HUF 15 885 667 as well as the profit-and-loss statement with a net profit of thousand HUF 434 285 as follows: Balance Sheet: Zwack Unicum Plc. Assets: in HUF (in thousands; -,000) 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 Liabilities: Equity: 9 904 455 Share capital 2 035 000 Capital reserves 264 044 Accumulated profit reserves 7 171 126 Balance sheet profits 434 285 Provisions: 68 964 Liabilities: 5 642 520 Accrued expenses: 269 728 Total liabilities: 15 885 667 Profit & Loss Statement: in HUF (in thousands; -,000) 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 reserves 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 After-tax profits 2 469 285 Dividends paid out of accumulated profit reserve 0 Approved dividends 2 035 000 Balance sheet profits 434 285Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 405 | 99,96% | 1 548 741 | 362 | 302Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2009 and terminating on March 31, 2010, prepared in accordance with the international accounting standards (IFRS) Resolution of the AGM No. 8/2010. 06. 29. The AGM approved 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 the international accounting standards (IFRS) as follows: Balance Sheet: Zwack Unicum plc. Assets: in million HUF Non-current assets: 4 506 Property, plant and equipment 4 117 Intangible assets 139 Returnable packaging materials 45 Investments 18 Non-current receivables 46 Deferred tax assets 141 Current assets: 10 760 Inventories 2 271 Trade and other receivables 4 103 Cash and cash equivalents 4 386 Total assets: 15 266 Equity and liabilities: Shareholder's equity: 11 154 Share capital 2 000 Share premium account 165 Retained earnings 8 989 Non current liabilities: 199 Other financial liabilities 199 Provisions 0 Current liabilities: 3 913 Trade and other liabilities 3 833 Provisions 80 Total equity and liabilities: 15 266 Profit & Loss Statement (in MILLION HUF) Sales net of excise tax 14 998 Operating expenses 12 777 Material cost of goods sold 6 426 Employee costs 2 485 Depreciation and amortization expense 768 Other operating expenses 3 098 Other operating income 775 Profit from operations 2 996 Net financial income 176 Profit before tax 3 172 Income tax expense 858 Profit after tax 2 314Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 484 | 99,96% | 1 548 882 | 440 | 162Resolution on the remuneration of the members of the Board of Directors and the Supervisory Board Resolution of the AGM No. 9/2010. 06. 29. 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, 2009 and terminating on March 31, 2010 as follows: Chairman of the Board of Directors: 3,3 M HUF Deputy Chairman of the Board of Directors 2,7 M HUF Members of the Board of Directors: 2,1 M HUF Chairwoman of the Supervisory Board: 3,3 M HUF Deputy Chairman of the Supervisory Board of Directors 2,7 M HUF Members of the Supervisory Board: 2,1 M HUFNumber of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 548 929 | 99,85% | 1 546 560 | 1 820 | 549Election of members of the Board of Directors Resolution of the AGM No. 10/2010. 06. 29. The AGM acknowledged the resignation of Mr. Attila Erdei as member of the Board of directors as of June 28, 2010. The AGM discharged Mr. Attila Erdei from his liabilities in connection with his activities as member of the Board of Directors.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 334 | 99,94% | 1 548 466 | 536 | 332Resolution of the AGM No. 11/2010. 06. 29. The AGM approved the election of Mr. Lars Jörgen Andersson (mother's full maiden name: Siv Gurli Anne-Marie Johansson; address: 24630 Löddeköpinge Trangården 4, Sweden) as a member of the Board of Directors for a definite period of time starting on June 29, 2010 and expiring on July 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 549 405 | 99,95% | 1 548 606 | 367 | 432Prolongation of the appointment of the Company's auditor and approval of its remuneration Resolution of the AGM No. 12/2010. 06.29. 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, 2011. The AGM authorized the Board of Directors to conclude the agreement with the statutory auditor.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 547 365 | 99,95% | 1 546 651 | 426 | 288Resolution of the AGM No. 13/2010. 06. 29. 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 --------------------------------------------------------------------------- 1 547 303 | 99,84% | 1 544 843 | 1 762 | 698Modification and amendment of the Statutes of the Company Resolution of the AGM No. 14/2010. 06. 29. 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 --------------------------------------------------------------------------- 1 547 200 | 99,96% | 1 546 555 | 344 | 301Approval of the consolidated text of the Company's Statutes, including amendments to date Resolution of the AGM No. 15/2010. 06. 29. 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 --------------------------------------------------------------------------- 1 547 137 | 99,94% | 1 546 270 | 372 | 495June 29, 2010 Budapest Board of Directors of the Zwack Unicum Plc. Contact: Guttengéber György guttengeber@zwackunicum.hu ---------------------------------------------------------------------------