Zwack Unicum

AGM Information • Jun 29, 2011

News Details

Ad-hoc | 29 June 2011 16:30

Zwack Unicum Likőripari és Kereskedelmi Nyilvánosan Működő Részvénytársaság:

DGAP-Geoinfo Ad-hoc-Service: Zwack Unicum Nyrt.
AGM/EGM Decisions

29 Jun 2011

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, 2011

Resolution of the AGM No. 1/2011. 06. 29.

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 Lászlóné Mráz as keeper of the Minutes of the June 29, 2011 Annual Gen
eral 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
1 533 068 99,99% 1 532 883 17 168

Report of the Board of Directors on the business activities of the Company
in the business year starting on April 1, 2010 and terminating on March 31,
2011 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. 2/2011. 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, 2010 and terminating on March 31, 2011.

Number of votes Ratio of votes Yes No Abstention
1 544 110 99,95% 1 543 330 28 752

Resolution of the AGM No. 3/2011. 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, 2010 and terminating on March 31,
2011 and the related Annual Report.

Number of votes Ratio of votes Yes No Abstention
1 544 183 99,94% 1 543 244 727 212

Resolution of the AGM No. 4/2011. 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, 2010 and
terminating on March 31, 2011.

Number of votes Ratio of votes Yes No Abstention
1 543 827 99,94% 1 542 861 344 622

Resolution of the AGM No. 5/2011. 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, 2010 and terminating on March 31, 2011.

Number of votes Ratio of votes Yes No Abstention
1 544 167 99,93% 1 543 159 359 649

Resolution on the determination and allocation of the after-tax profit of
the Company generated in the business year starting on April 1, 2010 and
terminating on March 31, 2011

Resolution of the AGM No. 6/2011. 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 thousand HUF 1 710 774 (one billion seven hundred
and ten million seven hundred and seventy-four thousand Hungarian Forints)
from the after-tax profit, and thousand HUF 18 976 (eighteen million nine
hundred and seventy-six thousand) from the profit reserves amounting
altogether to thousand HUF 1 729 750 (one billion seven hundred and
twenty-nine million seven hundred and fifty 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 22, 2011.
The distribution of the dividends shall commence on August 29, 2011.

Number of votes Ratio of votes Yes No Abstention
1 544 141 99,88% 1 542 318 464 1 359

Approval of the Annual Report of the Company, including the Balance Sheet
concerning the business year starting on April 1, 2010 and terminating on
March 31, 2011

Resolution of the AGM No. 7/2011. 06. 29.
The AGM approved the Annual Report of the Company concerning the business
year starting on April 1, 2010 and terminating on March 31, 2011, which was
prepared in accordance with Hungarian accounting standards and contains the
audited balance sheet concerning the business year starting on April 1,
2010 and terminating on March 31, 2011, showing a total balance of assets
and liabilities in the amount of thousand HUF 14 715 028 as well as the
profit-and-loss statement taking into account an amount ( of thousand HUF
18 976 used for dividend and the declared dividend amounting to thousand
HUF 1 729 750) with a net profit of HUF 0 as follows:

BALANCE SHEET: ZWACK UNICUM PLC.

Assets: in HUF (in thousands; -,000)
Invested assets: 4 217 350
Intangible assets 122 416
Tangible assets 4 021 902
Financial investments 73 032
Current assets: 10 365 666
Inventories 2 312 860
Receivables 3 485 883
Securities 0
Liquid assets 4 566 923
Accrued and deferred assets 132 012
Total assets: 14 715 028

Liabilities:
Equity: 9 885 479
Share capital 2 035 000
Capital reserves 264 044
Accumulated profit reserves 7 586 435
Balance sheet profits 0
Provisions: 48 229
Liabilities: 4 552 788
Accrued expenses: 228 532
Total liabilities: 14 715 028

PROFIT & LOSS STATEMENT:
in HUF (in thousands; -,000)
Net sales revenues 23 857 988
Capitalised value of own performance 19 647
Other revenues 150 968
Material Costs 9 459 064
Payment to personnel 2 497 472
Depreciation reserves 734 899
Other expenditures 9 560 921
Net profit on ordinary business 1 776 247
Net profit on financial transactions 262 688
Regular entrepreneurial profit 2 038 935
Extraordinary profits -213 491
Net profit before taxation 1 825 444
After-tax profits 1 710 774
Dividends paid out of accumulated profit reserve 18 976
Approved dividends 1 729 750
Balance sheet profits 0

Number of votes Ratio of votes Yes No Abstention
1 543 739 99,89% 1 542 002 480 1 257

Approval of the Annual Report of the Zwack Unicum Plc. concerning the
business year starting April 1, 2010 and terminating on March 31, 2011,
prepared in accordance with the international accounting standards (IFRS)

Resolution of the AGM No. 8/2011. 06. 29.
The AGM approved the Annual Report of Zwack Unicum Plc. concerning the
business year starting on April 1, 2010 and terminating on March 31, 2011,
prepared in accordance with the international accounting standards (IFRS)
as follows:

BALANCE SHEET: ZWACK UNICUM PLC.

Assets: in million HUF
Non-current assets: 3 975

Property, plant and equipment 3 671
Intangible assets 125
Returnable packaging materials 44
Investments 18
Non-current receivables 39
Deferred tax assets 78
Current assets: 9 932
Inventories 1 948
Trade and other receivables 3 417
Cash and cash equivalents 4 567
Total assets: 13 907

Equity and liabilities:
Shareholder's equity: 10 618
Share capital 2 000
Share premium account 165
Retained earnings 8 453
Non current liabilities: 316
Other financial liabilities 316
Provisions 0
Current liabilities: 2 973
Trade and other liabilities 2 925
Provisions 48
Total equity and liabilities: 13 907

PROFIT & LOSS STATEMENT (IN MILLION HUF)

Sales net of excise tax 12 209
Operating expenses 11 103
Material cost of goods sold 5 424
Employee costs 2 419
Depreciation and amortization expense 772
Other operating expenses 2 488
Other operating income 878
Profit from operations 1 984
Net financial income 199
Profit before tax 2 183
Income tax expense 628
Profit after tax 1 555

Number of votes Ratio of votes Yes No Abstention
1 543 945 99 ,86% 1 541 835 593 1 517

Resolution on the remuneration of the members of the Board of Directors and
the Supervisory Board

Resolution of the AGM No. 9/2011. 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, 2010 and terminating on March 31, 2011 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 HUF

Number of votes Ratio of votes Yes No Abstention
1 543 560 99,92% 1 542 289 726 545

Election of members of the Board of Directors, Supervisory Board and Audit
Board

Resolution of the AGM No. 10/2011. 06. 29.
The AGM acknowledged the resignation of Mr. Daniel Brett Radice (mother's
full name: Amanda Trench; address: 1022 Budapest, Bimbó út 72/a.) as member
of the Board of directors as of June 28, 2011. The AGM discharged Mr.
Daniel Brett Radice from his liabilities in connection with his activities
as member of the Board of Directors.

Number of votes Ratio of votes Yes No Abstention
1 543 543 99,96% 1 542 850 142 551

Resolution of the AGM No. 11/2011. 06. 29.
The AGM approved the election of Mr. Jamie Clayton Alistair Anderson
(mother's full maiden name: Flora Margaret MacDonald; address: 1023
Budapest, Rómer Flóris utca 43.) as a member of the Board of Directors for
a definite period of time starting on June 29, 2011 and expiring on July
31, 2014.

Number of votes Ratio of votes Yes No Abstention
1 541 316 99,98% 1 540 935 21 360

Resolution of the AGM No. 12/2011. 06. 29.
The AGM approved the reelection of Dr. Rudolf Kobatsch (mother's full
name: Eleonore Kobatsch born Reisinger; Address: A-3021 Pressbaum,
Hauptstrasse 63, Austria) as a member of the Board of Directors for a
definite period of time starting on June 29, 2011 and expiring on July 31,
2014.

Number of votes Ratio of votes Yes No Abstention
1 541 868 99,96% 1 541 241 113 514

Resolution of the AGM No. 13/2011. 06. 29.
The AGM has approved the reelection of Mr. Gerd Peskes (mother's full name:
Luise Peskes (born: Holterman), address: D-4300 Essen-Bredeney 17, Im Riek,
Germany) as a member of the Supervisory Board for a definite period of time
starting on June 29, 2011 and expiring on July 31, 2014.

Number of votes Ratio of votes Yes No Abstention
1 541 414 99,98% 1 541 058 113 243

Resolution of the AGM No. 14/2011. 06. 29.
The AGM has approved the reelection of Mr. Gerd Peskes, member of the
Supervisory Board (mother's full name: Luise Peskes (born: Holterman),
address: D-4300 Essen-Bredeney 17, Im Riek, Germany) as a member of the
Audit Board for a definite period of time starting on June 29, 2011 and
expiring on July 31, 2014.

Number of votes Ratio of votes Yes No Abstention
1 541 489 99,97% 1 541 036 387 66

Election of the Company's auditor and approval of its remuneration

Resolution of the AGM No. 15/2011. 06.29.
The AGM approved the re-election of PricewaterhouseCoopers 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, 2012. The
AGM authorized the Board of Directors to conclude the agreement with the
statutory auditor.

Number of votes Ratio of votes Yes No Abstention
1 541 473 99,92% 1 540 312 467 694

Resolution of the AGM No. 16/2011. 06. 29.
The AGM has approved the honoraria - amounting to HUF 13 000 000 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, 2011 and terminating on
March 31, 2012 in accordance with the Hungarian accounting principles and
International Financial Reporting standards (IFRS).

Number of votes Ratio of votes Yes No Abstention
1 541 289 99,81% 1 538 388 629 2 272

Modification and amendment of the Statutes of the Company

Resolution of the AGM No. 17/2011. 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
1 541 818 99,94% 1 540 955 606 257

Approval of the consolidated text of the Company's Statutes, including
amendments to date

Resolution of the AGM No. 18/2011. 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
1 541 683 99,95% 1 540 983 488 212

June 29, 2011 Budapest

Board of Directors of the
Zwack Unicum Plc.

Contact:
Guttengéber György
guttengeber@zwackunicum.hu

---