AGM Information • Jun 29, 2010
AGM Information
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Ad-hoc | 29 June 2010 16:51
Zwack Unicum Likőripari és Kereskedelmi Nyilvánosan Működő Részvénytársaság:
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.
1 549 406 | 99,99% | 1 549 270 | 32 | 104
Report 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.
1 549 587 | 99,97% | 1 549 184 | 353 | 50
Resolution 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.
1 549 589 | 99,95% | 1 548 865 | 430 | 294
Resolution 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.
1 549 550 | 99,87% | 1 547 599 | 395 | 1 556
Resolution 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.
1 549 245 | 99,97% | 1 548 797 | 294 | 154
Resolution 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.
1 549 421 | 99,98% | 1 549 057 | 364 | 0
Approval 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 434 285
1 549 405 | 99,96% | 1 548 741 | 362 | 302
Approval 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 2 314
1 549 484 | 99,96% | 1 548 882 | 440 | 162
Resolution 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 HUF
1 548 929 | 99,85% | 1 546 560 | 1 820 | 549
Election 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.
1 549 334 | 99,94% | 1 548 466 | 536 | 332
Resolution 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.
1 549 405 | 99,95% | 1 548 606 | 367 | 432
Prolongation 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.
1 547 365 | 99,95% | 1 546 651 | 426 | 288
Resolution 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.
1 547 303 | 99,84% | 1 544 843 | 1 762 | 698
Modification 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.
1 547 200 | 99,96% | 1 546 555 | 344 | 301
Approval 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.
1 547 137 | 99,94% | 1 546 270 | 372 | 495
June 29, 2010 Budapest
Board of Directors of the
Zwack Unicum Plc.
Contact:
Guttengéber György
[email protected]
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