Pre-Annual General Meeting Information • May 28, 2009
Pre-Annual General Meeting Information
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Ad-hoc | 28 May 2009 13:48
Zwack Unicum Likőripari és Kereskedelmi Nyilvánosan Működő Részvénytársaság:.
DGAP-Geoinfo Ad-hoc-Service: Zwack Unicum Nyrt..
AGM/EGM
28 May 2009
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.
Public Announcement
The Zwack Unicum Liqeur Industry and Trading Company Ltd.
(Zwack Unicum Likőripari és Kereskedelmi Nyrt.)
(H-1026 Budapest, Soroksári út 26.)
hereby notifies its shareholders that the Company shall hold its:
Annual General Meeting ('AGM') on Thursday, June 30, 2009 at 10:00 a.m.
The venue of the AGM shall be: Hotel Mercure Buda
H-1013 Budapest, Krisztina krt. 41-43.
Agenda of the AGM
(1) Report of the Board of Directors on the business activities of the
Company in the business year starting on April 1, 2008 and
terminating on March 31, 2009 and presentation of the related Annual
Report of the Company and the Corporate Governance Report;
(2) Report of the Auditor;
(3) Report of the Supervisory Board, including the report of the Audit
Board;
(4) Approval of the Corporate Governance Report;
(5) Resolution on the determination and allocation of the after-tax
profit of the Company generated in the business year starting on
April 1, 2008 and terminating on March 31, 2009;
(6) Approval of the Annual Report of the Company, including the Balance
Sheet concerning the business year starting on April 1, 2008 and
terminating on March 31, 2009;
(7) Approval of the Annual Report of the Company concerning the business
year starting April 1, 2008 and terminating on March 31, 2009,
prepared in accordance with the international accounting standards
(IFRS);
(8) Resolution on the remuneration of the members of the Board of
Directors and the Supervisory Board;
(9) Election of members of the Board of Directors;
(10) Election of members of the Supervisory Board and the Audit Board;
(11) Prolongation of the appointment of the Company's auditor and approval
of its remuneration;
(12) Modification and amendment of the Statutes of the Company;
(13) Approval of the consolidated text of the Company's Statutes,
including amendments to date;
(14) Miscellaneous.
Every registered common share having a nominal value of 1,000 HUF (one
thousand Hungarian Forint) shall entitle its holder to one vote at the
AGM. Shareholders may exercise their rights at the AGM either in person
or through an authorized representative pursuant to a voting card or an
equivalent official certification confirming the right to vote
(hereinafter together: 'Voting Card') to be issued by the Board of
Directors. In accordance with Section 221 of the Companies Act, the proxy
empowering its holder to representation shall be incorporated into a
public legal document or a fully evidencing private deed (as described in
Section 196 of the Civil Procedure Code), and shall be submitted prior to
obtaining the certification entitling the certificate holder to the
receipt of the Voting Card.
Participating and voting at the AGM shall be reserved to the shareholders
duly entered into the Company's Share Register. Furthermore, the shares
must be sequestered for the day of the AGM (AGM certificate of deposit).
The registration of the ownership and the issuance of the AGM certificate
of deposit can be initiated through the respective investment service
firm within the deadline set forth therefore.
The registration shall occur on the day of the AGM between 9:00 a.m. and
9:45 a.m. The Company hereby kindly requests its shareholders to bring
all the documents which are required to verify their identity and right
to representation (shares or certificate of deposit in case of deposited
registered shares) as well as the proxy in the case of an authorized
representative.
The draft proposals for the AGM shall be available for review at the
Shareholders' Department of Zwack Unicum Co. Ltd. on any business days
starting on June 4, 2009 between 9:00 a.m. and 16:00 p.m.
In lack of a quorum, the reconvened AGM, with the same agenda, shall be
held at the same location, on June 30, 2009 (that is, the day on which
the AGM was originally convened) at 11:00 a.m. The reconvened AGM shall
have a quorum irrespective of the actual number of shareholders present.
The main data of the Annual Report of Zwack Unicum Nyrt. concerning the
business year starting on April 1, 2008 and terminating on March 31, 2009
prepared in accordance with Hungarian accounting principles are as
follows:
BALANCE SHEET: in HUF (in thousands; -,000)
Assets:
Invested assets: 4 842 912
Intangible assets 127 607
Tangible assets 4 635 927
Financial investments 79 378
Current assets: 13 344 580
Inventories 2 580 551
Receivables 7 714 413
Securities 0
Liquid assets 3 049 616
Accrued and deferred assets 237 497
Total assets: 18 424 989
Liabilities:
Equity: 14 150 670
Share capital 2 035 000
Capital reserves 264 044
Accumulated profit reserves 8 977 460
Balance sheet profits 2 874 166
Provisions: 313 902
Liabilities: 3 673 003
Accrued expenses: 287 414
Total liabilities: 18 424 989
PROFIT & LOSS STATEMENT:
in HUF (in thousands; -,000)
Net sales revenues 32 387 470
Capitalised value of own performance 143 151
Other revenues 278 663
Material Costs 13 061 691
Payment to personnel 3 294 416
Depreciation reserves 672 466
Other expenditures 12 652 290
Net profit on ordinary business 3 128 421
Net profit on financial transactions 502 459
Regular entrepreneurial profit 3 630 880
Extraordinary profits -5 859
Net profit before taxation 3 625 021
After-tax profits 2 874 166
Approved dividends
Balance sheet profits 2 874 166
The Board of Directors proposes to the AGM to declare and distribute
dividends amounting altogether to HUF 4,680,500,000 (four billion six
hundred eighty million five hundred thousand forint), that is altogether
HUF 2,300 (two thousand three hundred forint) per share (230% in relation
to the nominal value) with regard to the business year starting on April
1, 2008 and terminating on March 31, 2009, of which HUF 2,645,500,000
(two billion six hundred forty five million five hundred thousand forint)
that is HUF 1,300 (one thousand three hundred forint) per share have
already been distributed during the business year as interim dividend.
The audited balance sheet of the Company and the final amount of the
dividends to be declared and distributed shall be approved by the AGM.
May 27, 2009
Board of Directors of Zwack Unicum Nyrt.
(H-1095 Budapest, Soroksári u. 26.)
Contact:
Guttengéber György
[email protected]
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