Ad-hoc | 28 June 2012 16:48
DGAP-Geoinfo Ad-hoc-Service: Zwack Unicum Nyrt. AGM/EGM Decisions/AGM/EGM Decisions 28 Jun 2012 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 28, 2012 Resolution of the AGM No. 1/2012. 06. 28. The AGM approved the election of Mr. Sándor Zwack as conducting chairman, Mr. György Guttengéber and Mr. Zoltán Varga as vote counters, the election of Barbara Stampfer Nagy as keeper of the Minutes of the June 28, 2012 Annual General Meeting, and the election of Mr. Hans Dieter Melwisch representative of the shareholder PZHAG, and Mr. Sándor Csorba, representative of the shareholder Diageo Holdings Netherlands B.V., as confirmers of the Minutes.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.552.433 | 98,84% | 1.534.418 | 53 | 17.962Report of the Board of Directors on the business activities of the Company in the business year starting on April 1, 2011 and terminating on March 31, 2012 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. 2/2012. 06. 28. 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, 2011 and terminating on March 31, 2012.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.560.896 | 99,97% | 1.560.359 | 67 | 470Resolution of the AGM No. 3/2012. 06. 28. The AGM has approved the report of PricewaterhouseCoopers Könyvvizsgáló Ltd., as statutory auditor of the Company regarding the operation of the Company in the business year starting on April 1, 2011 and terminating on March 31, 2012 and the related Annual Report.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.559.240 | 99,87% | 1.557.186 | 361 | 1.693Resolution of the AGM No. 4/2012. 06. 28. The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2011 and terminating on March 31, 2012.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.561.543 | 99,95% | 1.560.713 | 425 | 405Resolution of the AGM No. 5/2012. 06. 28. 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, 2011 and terminating on March 31, 2012.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.560.717 | 99,86% | 1.558.543 | 81 | 2.093Resolution on the determination and allocation of the after-tax profit of the Company generated in the business year starting on April 1, 2011 and terminating on March 31, 2012 Resolution of the AGM No. 6/2012. 06. 28. 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 thousand HUF 1 831 500 000 (one billion eight hundred and thirty one million and five hundred thousand Hungarian Forints) and to put the remaining HUF 31 431 thousand forint into the profit reserve. 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 17, 2012. The distribution of the dividends shall commence on August 27, 2012.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.561.299 | 98,86% | 1.543.430 | 21 | 17.848Approval of the Annual Report of the Company, including the Balance Sheet concerning the business year starting on April 1, 2011 and terminating on March 31, 2012 Resolution of the AGM No. 7/2012. 06. 28. The AGM approved the Annual Report of the Company concerning the business year starting on April 1, 2011 and terminating on March 31, 2012, which was prepared in accordance with Hungarian accounting standards and contains the audited balance sheet concerning the business year starting on April 1, 2011 and terminating on March 31, 2012, showing a total balance of assets and liabilities in the amount of thousand HUF 14 842 180 as well as the profit-and-loss statement with a net profit of HUF 31 431 as follows: Balance Sheet: Zwack Unicum Plc. Assets: in HUF (in thousands; -,000) Invested assets: 3 939 110 Intangible assets 120 414 Tangible assets 3 746 625 Financial investments 72 071 Current assets: 10 718 707 Inventories 2 626 005 Receivables 2 429 195 Securities 0 Liquid assets 5 663 507 Accrued and deferred assets 184 363 Total assets: 14 842 180 Liabilities: Equity: 9 916 910 Share capital 2 035 000 Capital reserves 264 044 Accumulated profit reserves 7 586 435 Balance sheet profits 31 431 Provisions: 62 070 Liabilities: 3 782 215 Accrued expenses: 1 080 985 Total liabilities: 14 842 180 Profit & Loss Statement: in HUF (in thousands; -,000) Net sales revenues 24 001 303 Capitalised value of own performance 217 993 Other revenues 313 653 Material Costs 10 043 286 Payment to personnel 2 484 871 Depreciation reserves 597 834 Other expenditures 9 475 689 Net profit on ordinary business 1 931 269 Net profit on financial transactions 292 370 Regular entrepreneurial profit 2 223 639 Extraordinary profits -107 674 Net profit before taxation 2 115 965 After-tax profits 1 862 931 Approved dividends 1 831 500 Balance sheet profits 31 431Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.561.358 | 99,92% | 1.560.158 | 435 | 765Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2011 and terminating on March 31, 2012, prepared in accordance with the international accounting standards (IFRS) Resolution of the AGM No. 8/2012. 06. 28. The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2011 and terminating on March 31, 2012, prepared in accordance with the international accounting standards (IFRS) as follows: Balance Sheet: Zwack Unicum plc. Assets: in million HUF Non-current assets: 3 690 Property, plant and equipment 3 345 Intangible assets 123 Returnable packaging materials 25 Investments 18 Non-current receivables 39 Deferred tax assets 140 Current assets: 10 385 Inventories 2 219 Trade and other receivables 3 980 Cash and cash equivalents 4 186 Total assets: 14 075 Equity and liabilities: Shareholder's equity: 10 614 Share capital 2 000 Share premium account 165 Retained earnings 8 449 Non current liabilities: 320 Other financial liabilities 320 Provisions 0 Current liabilities: 3 141 Trade and other liabilities 3 087 Provisions 54 Total equity and liabilities: 14075 Profit & Loss Statement (in MILLION HUF) Sales net of excise tax 12 354 Operating expenses 11 287 Material cost of goods sold 5 522 Employee costs 2 362 Depreciation and amortization expense 666 Other operating expenses 2 738 Other operating income 822 Profit from operations 1 889 Net financial income 279 Profit before tax 2 168 Income tax expense 472 Profit after tax 1 696Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.561.009 | 99,91% | 1.559.575 | 435 | 999Resolution on the remuneration of the members of the Board of Directors and the Supervisory Board Resolution of the AGM No. 9/2012. 06. 28. 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, 2011 and terminating on March 31, 2012 as follows: Chairman of the Board of Directors: 3,4 M HUF Deputy Chairman of the Board of Directors: 2,8 M HUF Members of the Board of Directors: 2,2 M HUF Chairwoman of the Supervisory Board: 3,4 M HUF Deputy Chairman of the Supervisory Board of Directors: 2,8 M HUF Members of the Supervisory Board: 2,2 M HUFNumber of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.561.321 | 99,72% | 1.556.977 | 959 | 3.385Election of members of the Board of Directors, Supervisory Board and Audit Board Resolution of the AGM No. 10/2012. 06. 28. The AGM acknowledged the resignation of Dr. Rudolf Kobatsch (mother's full name: Eleonore Kobatsch born Reisinger; Address: A-3021 Pressbaum, Hauptstrasse 63, Austria) as member of the Board of Directors as of June 27, 2012. The AGM discharged Mr. Dr. Rudolf Kobatsch from his liabilities in connection with his activities as member of the Board of Directors.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.560.903 | 99,95% | 1.560.148 | 337 | 418Resolution of the AGM No. 11/2012. 06. 28. The AGM approved the election of Mr. Mag. Wolfgang Spiller (mother's full maiden name: Ilse Althaler; address 2380 Perchtoldsdorf, Herzogbergstrasse 18, Austria) as a member of the Board of Directors for a definite period of time starting on June 28, 2012 and expiring on July 31, 2014.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.560.106 | 98,67% | 1.539.413 | 1.521 | 19.172Resolution of the AGM No. 12/2012. 06. 28. The AGM acknowledged the resignation of Mr. Gerd Peskes (mother's full name: Luise Peskes (born: Holterman), address: D-4300 Essen-Bredeney 17, Im Riek, Germany) as member of the Supervisory and the Audit Board as of June 27, 2012. The AGM discharged Mr. Gerd Peskes from his liabilities in connection with his activities as member of the Supervisory Board.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.559.772 | 99,96% | 1.559.139 | 24 | 609Resolution of the AGM No. 13/2012. 06. 28. The AGM acknowledged the resignation of Mr. Rory John O'Keeffe (mother's full maiden name: Ursula Ann Desmond; address: Unit 221, Roskina, Angelovo Village, Krasnogorsky Region, Moscow, Russia, 143442) as member of the Supervisory Board as of June 27, 2012. The AGM discharged Mr. Rory John O'Keeffe from his liabilities in connection with his activities as member of the Supervisory Board.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.559.603 | 99,94% | 1.558.644 | 129 | 830Resolution of the AGM No. 14/2012. 06. 28. The AGM approved the election of Mr. Dr. Rudolf Kobatsch (mother's full name: Eleonore Kobatsch born Reisinger; Address: A-3021 Pressbaum, Hauptstrasse 63, Austria) as a member of the Supervisory Board for a definite period of time starting on June 28, 2012 and expiring on July 31, 2014.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.557.688 | 99,95% | 1.556.882 | 165 | 641Resolution of the AGM No. 15/2012. 06. 28. The AGM approved the election of Mr. Stephen Charles Morley (mother's full maiden name: Jill Eames; address Oakdene, Oaklane, Seven Oaks, Kent, United Kingdom TN131UH) as a member of the Supervisory Board for a definite period of time starting on June 28, 2012 and expiring on July 31, 2014.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.558.785 | 98,82% | 1.540.343 | 186 | 18.256Resolution of the AGM No. 16/2012. 06. 28. The AGM approved the election of Dr. Rudolf Kobatsch (mother's full name: Eleonore Kobatsch szül. Reisinger; address: A-3021 Pressbaum, Hauptstrasse 63, Ausztria) as a member of the Audit Board for a definite period of time starting on June 28, 2012 and expiring on July 31, 2014.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.558.931 | 99,95% | 1.558.119 | 532 | 280Election of the Company's auditor and approval of its remuneration Resolution of the AGM No. 17/2012. 06.28. The AGM approved the re-election of PricewaterhouseCoopers Könyvvizsgáló Ltd. (H-1077 Budapest, Wesselényi utca 16, registration no.:001464; individual auditor in charge: Ms. Nikoletta Róka, registration no.: 005608, 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, 2013. The AGM authorized the Board of Directors to conclude the agreement with the statutory auditor.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.558.279 | 98,77% | 1.539.085 | 676 | 18.518Resolution of the AGM No. 18/2012. 06. 28. The AGM has approved the honoraria - amounting to HUF 13 650 000 for PricewaterhouseCoopers Könyvvizsgáló 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, 2012 and terminating on March 31, 2013 in accordance with the Hungarian accounting principles and International Financial Reporting standards (IFRS).Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.558.658 | 98,71% | 1.538.500 | 1.162 | 18.996Authorization of the Board of Directors to increase the registered capital by way of issuing redeemable shares of preferred liquidation quota Resolution of the AGM No. 19/2012. 06.28. The AGM authorized the Board of Directors of the Company to increase, within one or more phases, the registered capital of the Company within five (5) years as of June 28, 2012, exclusively by issuing up to 200,000 redeemable liquidation preference shares (including the already issued redeemable liquidation preference shares) through private placement. The highest amount by which the Board of Directors can increase the registered capital of the Company is up to (within one or more phases) HUF 200,000,000 that is two hundred million Hungarian forints (including the capital represented by the already issued redeemable liquidation preference shares). The placement value of such redeemable liquidation preference shares will be their nominal value equaling to HUF 1,000 (one thousand Hungarian forints). The Board of Directors is entitled to decide about the exclusion or limitation of preferential subscription rights related to such capital increase(s) as may be necessary. The Board of Directors can only exercise such capital increase right with respect to the new shares to be issued and the prior written approval of the Supervisory Board.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.559.204 | 99,87% | 1.557.159 | 1.360 | 685Resolution on the exclusion of preferential subscription in connection with the redeemable shares of preferred liquidation shares Resolution of the AGM No. 20/2012. 06.28. The AGM - based on a written motion presented by the Board of Directors - decided to exclude the exercise of preemptive subscription rights with respect to any and all redeemable liquidation preference shares to be issued through private placement by the Board of Directors on the basis of the above resolution of the AGM.No. 19/2012. 06. 28.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1.557.850 | 99,91% | 1.556.469 | 798 | 583Modification and amendment of the Statutes of the Company Resolution of the AGM No. 21/2012. 06. 28. 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 --------------------------------------------------------------------------- 1.557.649 | 99,82% | 1.554.827 | 2.229 | 593Approval of the consolidated text of the Company's Statutes, including amendments to date Resolution of the AGM No. 22/2012. 06. 28. 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 --------------------------------------------------------------------------- 1.557.840 | 99,99% | 1.557.645 | 41 | 154June 28, 2012 Budapest Board of Directors of the Zwack Unicum Plc. Contact: Guttengéber György guttengeber@zwackunicum.hu ---------------------------------------------------------------------------