Ad-hoc | 1 July 2013 08:59
DGAP-Geoinfo Ad-hoc-Service: Zwack Unicum Nyrt. AGM/EGM Decisions/AGM/EGM Decisions 01 Jul 2013 Release of a Corporate News announcement 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 27, 2013 Resolution of the AGM No. 1/2013. 06. 27. The AGM approved the election of Mr. Sándor Zwack as conducting chairman, Mr. György Guttengéber and Mr. Tibor Petrás as vote counters, the election of Barbara Stampfer Nagy as keeper of the Minutes of the June 27, 2013 Annual General Meeting, and the election of Mr. Hans Dieter Melwisch representative of the shareholder PZHAG, and Ms. Fáni Zsolnai, representative of the shareholder Diageo Holdings Netherlands B.V., as confirmers of the Minutes.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 532 186 | 100,00% | 1 532 153 | 24 | 9Report of the Board of Directors on the business activities of the Company in the business year starting on April 1, 2012 and terminating on March 31, 2013 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. 2/2013. 06. 27. 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, 2012 and terminating on March 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 539 289 | 99,99% | 1 539 074 | 76 | 139Resolution of the AGM No. 3/2013. 06. 27. The AGM has approved the report of PricewaterhouseCoopers Auditing Ltd., as statutory auditor of the Company regarding the operation of the Company in the business year starting on April 1, 2012 and terminating on March 31, 2013 and the related Annual Report.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 539 263 | 99,91% | 1 537 906 | 76 | 1281Resolution of the AGM No. 4/2013. 06. 27. The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2012 and terminating on March 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 539 253 | 99,94% | 1 538 246 | 450 | 557Resolution of the AGM No. 5/2013. 06. 27. 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, 2012 and terminating on March 31, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 538 582 | 100,00% | 1 537 985 | 82 | 515Resolution on the determination and allocation of the after-tax profit of the Company generated in the business year starting on April 1, 2012 and terminating on March 31, 2013 Resolution of the AGM No. 6/2013. 06. 27. 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 1 198 464 (one billion one hundred and ninety-eight million four hundred and sixty-four thousand Hungarian Forints) from the after-tax profit, and thousand HUF 378 661 (three hundred and seventy-eight million six hundred and sixty-one thousand) from the profit reserves amounting altogether to thousand HUF 1 577 125 (one billion five hundred and seventy-seven million one hundred and twenty-five thousand Hungarian Forints). 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 26, 2013. The distribution of the dividends shall commence on September 2, 2013.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 539 201 | 99,95% | 1 538 488 | 643 | 70Approval of the Annual Report of the Company, including the Balance Sheet concerning the business year starting on April 1, 2012 and terminating on March 31, 2013 Resolution of the AGM No. 7/2013. 06. 27. The AGM approved the Annual Report of the Company concerning the business year starting on April 1, 2012 and terminating on March 31, 2013, which was prepared in accordance with Hungarian accounting standards and contains the audited balance sheet concerning the business year starting on April 1, 2012 and terminating on March 31, 2013, showing a total balance of assets and liabilities in the amount of thousand HUF 13 127 608 as well as the profit-and-loss statement with a net profit of HUF 0 as follows: Balance Sheet: Zwack Unicum Plc. Assets: in HUF (in thousands; -,000) Invested assets: 3 729 747 Intangible assets 59 879 Tangible assets 3 604 942 Financial investments 64 926 Current assets: 9 270 379 Inventories 2 567 871 Receivables 2 087 027 Securities 0 Liquid assets 4 615 481 Accrued and deferred assets 127 482 Total assets: 13 127 608 Liabilities: Equity: 9 538 249 Share capital 2 035 000 Capital reserves 264 044 Accumulated profit reserves 7 239 205 Balance sheet profits 0 Provisions: 213 221 Liabilities: 2 630 573 Accrued expenses: 745 565 Total liabilities: 13 127 608 Profit & Loss Statement: in HUF (in thousands; -,000) Net sales revenues 22 262 953 Capitalised value of own performance 255 376 Other revenues 201 720 Material Costs 9 366 657 Payment to personnel 2 539 641 Depreciation reserves 415 689 Other expenditures 9 163 074 Net profit on ordinary business 1 234 988 Net profit on financial transactions 179 668 Regular entrepreneurial profit 1 414 656 Extraordinary profits -121 561 Net profit before taxation 1 293 095 Tax payable 94 631 After-tax profits 1 198 464 Profit reserves used for dividends 378 661 Approved dividends 1 577 125 Balance sheet profits 0Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 538 087 | 99,93% | 1 536 997 | 622 | 468Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2012 and terminating on March 31, 2013, prepared in accordance with the international accounting standards (IFRS) Resolution of the AGM No. 8/2013. 06. 27. The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2012 and terminating on March 31, 2013, prepared in accordance with the international accounting standards (IFRS) as follows: Balance Sheet: Zwack Unicum plc. Assets: in million HUF Non-current assets: 3 455 Property, plant and equipment 3 146 Intangible assets 64 Returnable packaging materials 24 Investments in associates 65 Available-for-sale financial assets 2 Employee loans 34 Deferred tax assets 120 Current assets: 9 019 Inventories 2 201 Trade and other receivables 2 203 Cash and cash equivalents 4 615 Total assets: 12 474 Equity and liabilities: Shareholder's equity: 10 259 Share capital 2 000 Share premium account 165 Retained earnings 8 094 Non current liabilities: 332 Other financial liabilities 332 Current liabilities: 1 883 Trade and other liabilities 1 843 Provisions 40 Total equity and liabilities: 12 474 Profit & Loss Statement (in MILLION HUF) Sales net of excise tax 12 078 Operating expenses 11 016 Material cost of goods sold 5 591 Employee benefits expense 2 441 Depreciation and amortization expense 540 Other operating expenses 2 444 Other operating income 496 Profit from operations 1 558 Net financial income 197 Share of profit of associates 22 Profit before tax 1 777 Income tax expense 333 Profit after tax 1 444Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 538 206 | 99,84% | 1 535 711 | 457 | 2038Resolution on the remuneration of the members of the Board of Directors and the Supervisory Board Resolution of the AGM No. 9/2013. 06. 27. 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, 2012 and terminating on March 31, 2013 as follows: Chairman of the Board of Directors: 3,5 M HUF Deputy Chairman of the Board of Directors: 2,9 M HUF Members of the Board of Directors: 2,3 M HUF Chairwoman of the Supervisory Board: 3,5 M HUF Deputy Chairman of the Supervisory Board of Directors: 2,9 M HUF Members of the Supervisory Board: 2,3 M HUFNumber of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 538 502 | 99,85% | 1 536 162 | 1322 | 1018Election of members of the Board of Directors, Supervisory Board and Audit Board Resolution of the AGM No. 10/2013. 06. 27. The AGM acknowledged the resignation of Mr. Jamie Clayton Alistair Anderson (mother's full maiden name: Flora Margaret MacDonald; address: 1023 Budapest, Rómer Flóris utca 43.) as member of the Board of Directors as of June 26, 2013. The AGM discharged Mr. Jamie Clayton Alistair Anderson from his liabilities in connection with his activities as member of the Board of Directors.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 538 582 | 99,96% | 1 537 940 | 312 | 330Resolution of the AGM No. 11/2013. 06. 27. 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, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 538 564 | 99,98% | 1 538 300 | 0 | 264Resolution of the AGM No. 12/2013. 06. 27. 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, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 538 359 | 100,00% | 1 538 356 | 0 | 3Resolution of the AGM No. 13/2013. 06. 27. The AGM has approved the reelection of Mr. Lars Jörgen Andersson (mother's full maiden name: Siv Gurli Anne-Marie Johansson; address: 21618 Malmö Acaciagatan 1. Sweden) as a member of the Board of Directors for a definite period of time starting on August 1, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 538 323 | 99,84% | 1 535 926 | 1299 | 1098Resolution of the AGM No. 14/2013. 06. 27. The AGM approved the election of Ms. Ulrica Fearn (mother's full maiden name: Mona Eivor Birgitta Johansson; address: 31 Fulmer Drive, Gerrards Cross, SL9 7HG, GB) as a member of the Board of Directors for a definite period of time starting on June 27, 2013 and expiring on July 31, 2016.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 538 102 | 99,90% | 1 536 569 | 84 | 1449Resolution of the AGM No. 15/2013. 06. 27. The AGM has 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, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 537 885 | 99,96% | 1 537 230 | 0 | 655Resolution of the AGM No. 16/2013. 06. 27. The AGM has approved the reelection of Mr. Tibor András Dörnyei (address: H-8000 Székesfehérvár, Királykút lakónegyed 21. I/24) as a member of the Board of Directors for a definite period of time starting on August 1, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 537 873 | 99,96% | 1 537 309 | 93 | 471Resolution of the AGM No. 17/2013. 06. 27. 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, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 537 951 | 99,93% | 1 536 864 | 58 | 1029Resolution of the AGM No. 18/2013. 06. 27. 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, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 537 627 | 99,92% | 1 536 372 | 388 | 867Resolution of the AGM No. 19/2013. 06. 27. 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, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 535 483 | 99,99% | 1 535 274 | 78 | 131Resolution of the AGM No. 20/2013. 06. 27. 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, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 537 386 | 99,90% | 1 535 813 | 866 | 707Resolution of the AGM No. 21/2013. 06. 27. 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, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 535 389 | 99,92% | 1 534 131 | 468 | 790Resolution of the AGM No. 22/2013. 06. 27. 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, 2013 and expiring on July 31, 2017.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 535 622 | 99,90% | 1 534 045 | 680 | 897Election of the Company's auditor and approval of its remuneration Resolution of the AGM No. 23/2013. 06. 27. The AGM approved the re-election of PricewaterhouseCoopers Auditing Ltd. (H-1077 Budapest, Wesselényi utca 16, registration no.:001464; individual auditor in charge: Mr. Balázs Mészáros, registration no.: 005589, 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, 2014. The AGM authorized the Board of Directors to conclude the agreement with the statutory auditor.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 535 375 | 99,82% | 1 532 602 | 414 | 2359Resolution of the AGM No. 24/2013. 06. 27. The AGM has approved the honoraria - amounting to HUF 14 300 000 + VAT 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, 2013 and terminating on March 31, 2014 in accordance with the Hungarian accounting principles and International Financial Reporting standards (IFRS).Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 535 450 | 99,80% | 1 532 323 | 2460 | 667Approval of the Rules of Operation of the Supervisory Board Resolution of the AGM No. 25/2013. 06. 27. The AGM approved the Rules of Operation of the Supervisory Board.Number of votes |Ratio of votes |Yes |No |Abstention --------------------------------------------------------------------------- 1 535 483 | 99,91% | 1 534 133 | 732 | 618Modification and amendment of the Statutes of the Company Resolution of the AGM No. 26/2013. 06. 27. 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 --------------------------------------------------------------------------- 1 535 346 | 99,92% | 1 534 139 | 312 | 895Approval of the consolidated text of the Company's Statutes, including amendments to date Resolution of the AGM No. 27/2013. 06. 27. 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 --------------------------------------------------------------------------- 1 535 197 | 99,96% | 1 534 638 | 50 | 509June 27, 2013 Budapest Board of Directors of the Zwack Unicum Plc. Contact: Guttengéber György guttengeber@zwackunicum.hu ---------------------------------------------------------------------------