AGM Information • Jul 1, 2009
AGM Information
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Ad-hoc | 1 July 2009 08:35
Zwack Unicum Likőripari és Kereskedelmi Nyilvánosan Működő Részvénytársaság:.
DGAP-Geoinfo Ad-hoc-Service: Zwack Unicum Nyrt..
AGM/EGM Decisions
01 Jul 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.
Zwack Unicum Nyrt. RESOLUTIONS
of the Annual General Meeting held on June 30, 2009
Resolution of the AGM No. 1/2009. 06. 30.
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 30, 2009 Annual
General Meeting, and the election of Mr. Hans Dieter Melwisch
representative of the shareholder PZHAG, and Ms. Szilvia Herrant,
representative of the shareholder Diageo Holdings Netherlands B.V., as
confirmers of the Minutes.
1 532 490 | 99.99% | 1 532 261 | 209 | 20
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; 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. 2/2009. 06. 30.
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, 2008 and terminating on March 31, 2009.
1 531 583 | 99.98% | 1 531 219 | 344 | 20
Resolution of the AGM No. 3/2009. 06. 30.
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, 2008 and terminating on March
31, 2009 and the related Annual Report.
1 532 534 | 99.77% | 1 529 010 | 384 | 3 140
Resolution of the AGM No. 4/2009. 06. 30.
The AGM approved the report of the Supervisory Board, including the
report of Audit Committee for the business year starting on April 1, 2008
and terminating on March 31, 2009.
1 531 564 | 99.99% | 1 531 368 | 90 | 106
Resolution of the AGM No. 5/2009. 06. 30.
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, 2008 and terminating on March 31, 2009.
1 529 852 | 99.85% | 1 527 553 | 18 | 2 281
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
Resolution of the AGM No. 6/2009. 06. 30.
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 2 874 166 000 (two billion eight hundred
and seventy-four million hundred and sixty-six thousand Hungarian
Forints) from the after-tax profit and HUF 1 806 334 000 (one billion
eight hundred six million three hundred thirty four thousand Hungarian
Forints) from the profit reserves amounting altogether to HUF
4,680,500,000 (four billion six hundred eighty million five hundred
thousand forint), of which HUF 2,645,500,000 (two billion six hundred
forty five million five hundred thousand forint) have already been
declared during the business year as interim dividend. The AGM has
ordered the Board of Directors to take the necessary steps for the
payment of the 2 035 000 000 (two billion thirty-five million Hungarian
Forints) dividends on a pro rata basis in accordance with the
shareholding set forth in the Company's Share Register on August 25,
2009. The distribution of the dividends shall commence on August 31.
1 530 401 | 99.89% | 1 528 672 | 129 | 1 600
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
Resolution of the AGM No. 7/2009. 06. 30.
The AGM approved the Annual Report of the Company concerning the business
year starting on April 1, 2008 and terminating on March 31, 2009, which
was prepared in accordance with Hungarian accounting standards and
contains the audited balance sheet concerning the business year starting
on April 1, 2008 and terminating on March 31, 2009, showing a total
balance of assets and liabilities in the amount of HUF 15 779 791 000 as
well as the profit-and-loss statement (taking into account an amount of
HUF 1 806 334 000 used for dividend and the declared dividend amounting
to HUF 4 680 500 000) with a net profit of HUF 0 as follows:
Balance Sheet: Zwack Unicum Plc.
Assets: in HUF (in thousands; -,000)
Invested assets: 4 842 912
Intangible assets 127 607
Tangible assets 4 635 927
Financial investments 79 378
Current assets: 10 699 382
Inventories 2 580 551
Receivables 5 069 215
Securities 0
Liquid assets 3 049 616
Accrued and deferred assets 237 497
Total assets: 15 779 791
Liabilities:
Equity: 9 470 170
Share capital 2 035 000
Capital reserves 264 044
Accumulated profit reserves 7 171 126
Balance sheet profits 0
Provisions: 313 902
Liabilities: 5 708 305
Accrued expenses: 287 414
Total liabilities: 15 779 791
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
Dividends paid out of accumulated profit reserve 1 806 334
Approved dividends 4 680 500
Balance sheet profits 0
1 531 501 | 99.96% | 1 530 931 | 344 | 226
Approval of the Annual Report of the Zwack Unicum Plc. concerning the
business year starting April 1, 2008 and terminating on March 31, 2009,
prepared in accordance with the international accounting standards (IFRS)
Resolution of the AGM No. 8/2009. 06. 30.
The AGM approved the Annual Report of Zwack Unicum Plc. concerning the
business year starting on April 1, 2008 and terminating on March 31,
2009, prepared in accordance with the international accounting standards
(IFRS) as follows:
Balance Sheet: Zwack Unicum plc.
Assets: in million HUF
Non-current assets: 4 767
Property, plant and equipment 4 327
Intangible assets 144
Returnable packaging materials 61
Investments 18
Non-current receivables 39
Deferred tax assets 178
Current assets: 13 200
Inventories 2 417
Trade and other receivables 7 733
Cash and cash equivalents 3 050
Total assets: 17 967
Equity and liabilities:
Shareholder's equity: 13 521
Share capital 2 000
Share premium account 165
Retained earnings 11 356
Non current liabilities: 166
Other financial liabilities 162
Provisions 4
Current liabilities: 4 280
Trade and other liabilities 3 970
Provisions 310
Total equity and liabilities: 17 967
Profit & Loss Statement (in MILLION HUF)
Sales net of excise tax 20 621
Operating expenses 17 632
Material cost of goods sold 7 654
Employee costs 3 196
Depreciation and amortization expense 741
Other operating expenses 6 041
Other operating income 1 366
Profit from operations 3 749
Net financial income 385
Profit before tax 4 134
Income tax expense 1 062
Profit after tax 3 072
1 530 043 | 99.90% | 1 528 557 | 96 | 1 390
Resolution on the remuneration of the members of the Board of Directors
and the Supervisory Board
Resolution of the AGM No. 9/2009. 06. 30.
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, 2008 and terminating on March 31, 2009 as follows:
Chairman of the Board of Directors: 3,2 M HUF
Deputy Chairman of the Board of Directors 2,6 M HUF
Members of the Board of Directors: 2,0 M HUF
Chairwoman of the Supervisory Board: 3,2 M HUF
Deputy Chairman of the Supervisory Board of Directors 2,6 M HUF
Members of the Supervisory Board: 2,0 M HUF
1 532 465 | 99.76% | 1 528 837 | 1 772 | 1 856
Election of members of the Board of Directors
Resolution of the AGM No. 10/2009. 06. 30.
The AGM acknowledged the resignation of Mr. Vassilis Andrikopoulos as
member of the Board of directors as of June 29, 2009. The AGM discharged
Mr. Vassilis Andrikopoulos from his liabilities in connection with his
activities as member of the Board of Directors.
1 531 637 | 100.00% | 1 531 598 | 15 | 24
Resolution of the AGM No. 11/2009. 06. 30.
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, 2009 and expiring on July 31, 2013.
1 531 521 | 100.00% | 1 531 496 | 0 | 25
Resolution of the AGM No. 12/2009. 06. 30.
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, 2009 and expiring on July 31, 2013.
1 531 267 | 100.00% | 1 531 267 | 0 | 0
Resolution of the AGM No. 13/2009. 06. 30.
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 August 1, 2009 and expiring on July
31, 2011.
1 528 164 | 99.98% | 1 527 859 | 174 | 131
Resolution of the AGM No. 14/2009. 06. 30.
The AGM approved the reelection of Mr. Daniel Brett Radice (mother's
maiden full name: Amanda Trench, address: H-1022 Budapest, Bimbó út
72/a) as a member of the Board of Directors for a definite period of time
starting on August 1, 2009 and expiring on July 31, 2013.
1 531 282 | 99.88% | 1 529 418 | 162 | 1 702
Resolution of the AGM No. 15/2009. 06. 30.
The AGM approved the election of Mr. Attila Erdei (mother's full maiden
name: Magdolna Gorgyán, address: H-1147. Budapest, Kerékgyártó u. 47-49.)
as a member of the Board of Directors for a definite period of time
expiring on July 31, 2013.
1 531 392 | 99.95% | 1 530 599 | 509 | 284
Resolution of the AGM No. 16/2009. 06. 30.
The AGM 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, 2009 and expiring on July 31, 2013.
1 531 532 | 99.99% | 1 531 428 | 0 | 104
Resolution of the AGM No. 17/2009. 06. 30.
The AGM approved the reelection of Mr. Tibor András Dörnyei (address:
H-8000 Székesfehérvár, Királykút lakónegyed 21. I/2) as a member of the
Board of Directors for a definite period of time starting on August 1,
2009 and expiring on July 31, 2013.
1 532 436 | 99.98% | 1 532 174 | 100 | 162
Election of members of the Supervisory Board
Resolution of the AGM No. 18/2009. 06. 30.
The AGM acknowledged the resignation of Mr. Gilbert Ghostine as a member
of the Supervisory Board as of June 29, 2009. The AGM discharged Mr.
Gilbert Ghostine from his liabilities in connection with his activities
as a member of the Supervisory Board.
1 531 276 | 99.99% | 1 531 166 | 110 | 0
Resolution of the AGM No. 19/2009. 06. 30.
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, 2009 and expiring on July
31, 2013.
1 530 369 | 99.98% | 1 530 066 | 40 | 263
Resolution of the AGM No. 20/2009. 06. 30.
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 August 1, 2009 and expiring on July 31, 2011.
1 529 290 | 99.97% | 1 528 835 | 272 | 183
Resolution of the AGM No. 21/2009. 06. 30.
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, 2009 and expiring on July 31, 2013.
1 528 645 | 99.98% | 1 528 403 | 62 | 180
Resolution of the AGM No. 22/2009. 06. 30.
The AGM has approved the election of Mr. Rory John O'Keeffe (mother's
maiden full name: Ursula Ann Desmond; address: Unit 221, Roskina,
Angelovo Village, Krasnogorsky Region, Moscow, Russia, 143442) as a
member of the Supervisory Board for a definite period of time expiring on
July 31, 2013.
1 529 930 | 99.98% | 1 529 621 | 35 | 274
Resolution of the AGM No. 23/2009. 06. 30.
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, 2009 and expiring on July 31, 2013.
1 530 327 | 100.00% | 1 530 327 | 0 | 0
Resolution of the AGM No. 24/2009. 06. 30.
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,
2009 and expiring on July 31, 2013.
1 530 203 | 99.96% | 1 529 652 | 373 | 178
Election of the members of the Audit Board
Resolution of the AGM No. 25/2009. 06. 30.
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 August 1, 2009 and
expiring on July 31, 2011.
1 529 161 | 99.94% | 1 528 208 | 410 | 543
Resolution of the AGM No. 26/2009. 06. 30.
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, 2009 and expiring on July
31, 2013.
1 529 309 | 99.97% | 1 528 783 | 148 | 378
Resolution of the AGM No. 27/2009. 06. 30.
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, 2009 and expiring on July 31, 2013.
1 531 157 | 99.95% | 1 530 422 | 383 | 352
Prolongation of the appointment of the Company's auditor and approval of
its remuneration
Resolution of the AGM No. 28/2009. 06. 30.
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, 2010. The AGM authorized the Board of Directors to conclude the
agreement with the statutory auditor.
1 529 990 | 99.98% | 1 529 609 | 284 | 97
Resolution of the AGM No. 29/2009. 06. 30.
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.
1 527 990 | 99.96% | 1 527 326 | 290 | 374
Modification and amendment of the Statutes of the Company
Resolution of the AGM No. 30/2009. 06. 30.
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.
1 528 947 | 100.00% | 1 528 907 | 20 | 20
Approval of the consolidated text of the Company's Statutes, including
amendments to date
Resolution of the AGM No. 31/2009. 06. 30.
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.
1 530 391 | 99.99% | 1 530 285 | 20 | 86
June 30, 2009 Budapest
Board of Directors of the
Zwack Unicum Plc.
Contact:
Guttengéber György
[email protected]
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