AGM Information • Jun 28, 2012
AGM Information
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Ad-hoc | 28 June 2012 16:48
Zwack Unicum Likőripari és Kereskedelmi Nyilvánosan Működő Részvénytársaság:
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.
1.552.433 | 98,84% | 1.534.418 | 53 | 17.962
Report 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.
1.560.896 | 99,97% | 1.560.359 | 67 | 470
Resolution 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.
1.559.240 | 99,87% | 1.557.186 | 361 | 1.693
Resolution 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.
1.561.543 | 99,95% | 1.560.713 | 425 | 405
Resolution 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.
1.560.717 | 99,86% | 1.558.543 | 81 | 2.093
Resolution 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.
1.561.299 | 98,86% | 1.543.430 | 21 | 17.848
Approval 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 31 431
1.561.358 | 99,92% | 1.560.158 | 435 | 765
Approval 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 1 696
1.561.009 | 99,91% | 1.559.575 | 435 | 999
Resolution 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 HUF
1.561.321 | 99,72% | 1.556.977 | 959 | 3.385
Election 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.
1.560.903 | 99,95% | 1.560.148 | 337 | 418
Resolution 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.
1.560.106 | 98,67% | 1.539.413 | 1.521 | 19.172
Resolution 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.
1.559.772 | 99,96% | 1.559.139 | 24 | 609
Resolution 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.
1.559.603 | 99,94% | 1.558.644 | 129 | 830
Resolution 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.
1.557.688 | 99,95% | 1.556.882 | 165 | 641
Resolution 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.
1.558.785 | 98,82% | 1.540.343 | 186 | 18.256
Resolution 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.
1.558.931 | 99,95% | 1.558.119 | 532 | 280
Election 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.
1.558.279 | 98,77% | 1.539.085 | 676 | 18.518
Resolution 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).
1.558.658 | 98,71% | 1.538.500 | 1.162 | 18.996
Authorization 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.
1.559.204 | 99,87% | 1.557.159 | 1.360 | 685
Resolution 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.
1.557.850 | 99,91% | 1.556.469 | 798 | 583
Modification 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.
1.557.649 | 99,82% | 1.554.827 | 2.229 | 593
Approval 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.
1.557.840 | 99,99% | 1.557.645 | 41 | 154
June 28, 2012 Budapest
Board of Directors of the
Zwack Unicum Plc.
Contact:
Guttengéber György
[email protected]
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