Zwack Unicum Nyrt. hereby notifies Shareholders that according to General Meeting Resolution 6/2016.06.28. of the General Meeting held on 28 June 2016, “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 1 725 354 (one billion seven hundred and twenty-five million three hundred and fifty-four thousand Hungarian Forints) from the after-tax profit, and thousand HUF 4 396 (four million three hundred and ninety-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 July 14, 2016. The distribution of the dividends shall commence on July 21, 2016.”
In accordance with the above, the Company shall pay a 85% dividend against the nominal value of its common and redeemable liquidation preference shares, i.e. the gross amount of the dividend for a share of with nominal value of HUF 1,000 is HUF 850 for the 2015/2016 financial year (the “Dividend”).
Important dates:
12July 2016 (E-7th day): The last day on which contracts have to be concluded in order to obtain shares with entitlement to Dividends at the Budapest Stock Exchange.
14July 2016 (E-5th day): Record date for the identification of ownership related to Dividend payment. Persons holding shares at the end of this day are entitled to receive the Dividend.
21July 2016 (E day): The starting date for Dividend payments.
Pre-conditions for paying the Dividend
Those shareholders are entitled to receive the Dividend who comply with the following criteria:
1. Either the shareholder or the nominee as defined in Art. 151 of Act CXX of 2001 on the capital market has been registered in the stock register of Zwack Unicum Nyrt.
2. The accounting data necessary for the Dividend have been made available to Zwack Unicum Nyrt. This data shall be provided to Keler Zrt. by the banks holding the shareholders’ accounts on the date on which records are compared, i.e. 14 July 2016 as the record date.
We draw our shareholders’ attention to the fact that they should check the data necessary for calculating tax with their bank by 8 July 2016 at the latest, since the Dividend cannot be paid if these are missing.
Data necessary for the payment of the Dividend
Natural persons: name, address, tax identification number, gender, name at birth, place and date of birth, nationality, mother’s name at birth. For foreign natural persons, the passport number is also to be provided as they have no Hungarian tax identification number.
For legal persons: company name, registered office domiciliation, tax identification or registration of the shareholder (for domestic persons).
Dividend payment via nominee : the name in respect of the nominee, registered office and domiciliation, tax identification or registration (for domestic). The nominee makes a declaration before payment regarding the quantity of shares they manage and the shareholder structure of those shares (legal and natural persons). The Company would like to draw nominees’ attention to the fact, that will not be able to accept changes to the given rates following the payment, because the rate and assessment of taxation of natural and legal persons differ. In lack of declaration, the Company cannot pay dividend.
Payment of the Dividend
According to the Articles of Association and the rules of Keler Zrt., the Company requests Keler Zrt. to provide a comparison of records on ordinary and liquidation preference shares, as of the starting date of the payment of the Dividend as a Company event.
Dividends are transferred to the cash accounts for securities accounts reported by the banks, to the shareholder’s own bank account; transfers begin from 21 July 2016.
Zwack Unicum Nyrt. is not liable for any delay resulting due to inaccurate or missing data provided by the banks or due to the time taken to process the data. Should the bank send missing or corrected data to Zwack Unicum Nyrt. at a later stage (after 14 July 2016), the Company shall transfer the Dividend by the 5th working day of the month following receipt of the data. Zwack Unicum Nyrt. is not liable to pay interest where transfer of the Dividend takes place after 21 July 2016 for the reasons detailed above.
Taxation rules
Domestic and foreign natural persons
According to the provisions of Act CXVII of 1995 on personal income tax as amended, the company shall deduct 15% with respect to registered common shares and to redeemable liquidation preference shares as personal income tax from natural persons covered by the Act. Healthcare Contribution (EHO) shall not be deducted from the payments (based on point h.) of Subsection 5 (1) of Act LXVI of 1998 on Healthcare Contributions).
In case of foreign natural persons, if the shareholder wishes to receive Dividend with a preferential tax rate pursuant to a treaty on the prevention of double taxation, the shareholder shall file the documents listed in Annex 4 of Act XCII of 2003 on the rules of taxation as amended (the „Taxation Act„) the attest by 18 July 2016 with the Investor Relations Department of Zwack Unicum Nyrt. (H-1095 Budapest, Soroksári út 26.). We hereby warn the banks that foreign domicile shall be verified by the English original, its Hungarian official translation of the document issued by the relevant foreign tax authority, or the copy of either. Thus, starting from the 2016 fiscal year we can only accept such proof of domicile. In case under the double taxation prevention treaty a statement concerning beneficial ownership is also required, this shall also be shall be verified by a copy of the Hungarian translation of the document issued by the relevant foreign tax authority. Such statement of course can be made in Hungarian. In case the proof of domicile, or a notification about the later filing of same is not received by Zwack Unicum Nyrt. the latest by 18 July 2016, the Company will pay the Dividend with a 15% deduction as personal income tax. In case the foreign natural person shareholder has the documents set forth in Anne 4 of the Taxation Act and the treaty on the prevention of double taxation existing between the two countries define a preferential tax rate, but the shareholder does not file the necessary documents with Zwack Unicum Nyrt. by 18 July 2016 and as a consequence Dividend is paid with a 15% personal income tax deduction, the shareholder can file a request to claim back the difference between the 15% and the preferential tax rate at the Tax Directorate of Priority Affairs of the Hungarian Tax and Customs Office (in Hungarian: NAV Kiemelt Adózók Adóigazgatósága). The tax authority retransfers the tax difference to the account indicated (Article 5 of Annex 4 of the Taxation Act).
Shares held on long term investment accounts
In case of domestic and foreign natural persons of which the shares are blocked under a long term investment agreement (in Hungarian: tartós befektetési szerződés) pursuant to Section 67/B of the Personal Income Tax Law, the payment of dividend is made without deduction (Section 67/B (6) c) of the Personal Income Tax Law). The investment service provider shall, together with the request for dividend, provide to Keler Zrt. the information that the shares are blocked pursuant to a long term investment agreement. In case the investment service provider fails to provide such information, 15% of personal income tax shall be deducted from the dividend paid.
Domestic and foreign legal persons
The Company will make payments to legal person shareholders without common charge deductions.
Zwack Unicum Nyrt. shall issue a tax certificate on the dividend paid with respect to the financial year 2015/2016 and the amount of the tax deducted, and send by post by 31 January 2017 at the latest.
Dividends for the 2015/2016 financial year may be claimed for up to 5 years from the starting date of dividend payments, following which the dividend claim shall lapse.
Budapest, 1 July 2016
