Zwack Unicum Nyrt. RESOLUTIONS of the Annual General Meeting

Resolution of the AGM No. 1/2015. 06. 25.

The AGM approved the election of Mr. Sándor Zwack as conducting chairman, Mr. György Guttengéber and Mr. Tibor Petrás as vote counters, the election of Barbara Stampfer Nagy as keeper of the Minutes of the June 25, 2015 Annual General Meeting, and the election of Mr. Hans Dieter Melwisch representative of the shareholder PZHAG, and Ms. Fáni Zsolnai, representative of the shareholder Diageo Holdings Netherlands B.V., as confirmers of the Minutes.

Report of the Board of Directors on the business activities of the Company in the business year starting on April 1, 2014 and terminating on March 31, 2015 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. 2/2015. 06. 25.

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, 2014 and terminating on March 31, 2015.

Resolution of the AGM No. 3/2015. 06. 25.
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, 2014 and terminating on March 31, 2015.

Resolution of the AGM No. 4/2015. 06. 25.
The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2014 and terminating on March 31, 2015.

Resolution of the AGM No. 5/2015. 06. 25.

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, 2014 and terminating on March 31, 2015.

Resolution on the determination and allocation of the after-tax profit of the Company generated in the business year starting on April 1, 2014 and terminating on March 31, 2015

Resolution of the AGM No. 6/2015. 06. 25.
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 1 767 841 (one billion seven hundred and sixty-seven million eight hundred and forty-one thousand Hungarian Forints) from the after-tax profit, and thousand HUF 674 159 (six hundred and seventy-four million one hundred and fifty-nine thousand) from the profit reserves amounting altogether to thousand HUF 2 442 000 (two billion four hundred and forty-two million 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 16, 2015. The distribution of the dividends shall commence on July 23, 2015.

Approval of the Annual Report of the Company, including the Balance Sheet concerning the business year starting on April 1, 2014 and terminating on March 31, 2015

Resolution of the AGM No. 7/2015. 06. 25.

The AGM approved the Annual Report of the Company concerning the business year starting on April 1, 2014 and terminating on March 31, 2015, which was prepared in accordance with Hungarian accounting standards and contains the audited balance sheet concerning the business year starting on April 1, 2014 and terminating on March 31, 2015, showing a total balance of assets and liabilities in the amount of thousand HUF 13 246 471 as well as the 0profit-and-loss statement with a net profit of HUF 0 as follows:

Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2014 and terminating on March 31, 2015, prepared in accordance with the international accounting standards (IFRS)

Resolution of the AGM No. 8/2015. 06. 25.
The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2014 and terminating on March 31, 2015, prepared in accordance with the international accounting standards (IFRS) as follows:

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

Resolution of the AGM No. 9/2015. 06. 25.
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, 2014 and terminating on March 31, 2015 as follows:

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

Resolution of the AGM No. 10/2015. 06. 25.
The AGM acknowledged the resignation of Lars Jörgen Andersson (mother’s full name: Siv Gurli Anne-Marie Johansson; Address: Acaciagatan 1, 216 18 Malmö, Sweden) as member of the Board of Directors as of June 24, 2015. The AGM discharged Mr. Lars Jörgen Andersson from his liabilities in connection with his activities as member of the Board of Directors.

Resolution of the AGM No. 11/2015. 06. 25.
The AGM acknowledged the resignation of Ms. Ulrica Fearn (mother’s maiden name: Mona Eivor Birgitta Johansson; Address: 31 Fulmer Drive, Gerrards Cross, SL9 7HG, GB) as member of the Board of Directors as of June 24, 2015. The AGM discharged Ms. Ulrica Fearn from his liabilities in connection with his activities as member of the Board of Directors.

Resolution of the AGM No. 12/2015. 06. 25.
The AGM acknowledged the resignation of Mr. Stephen Morley (mother’s maiden name: Jill Eames; Address: Oakdene, Oaklane, Seven Oaks, Kent, England TN131UH) as member of the Supervisory Board as of June 24, 2015. The AGM discharged Mr. Stephen Morley from his liabilities in connection with his activities as member of the Supervisory Board.

Resolution of the AGM No. 13/2015. 06. 25.
The AGM approved the election of Mr. Pavel Reyes Lyubushkin (mother’s full maiden name Yulia Liubushkina; address: Kochnovsky pr, 4-1-251. 125319 Moscow Russia) as a member of the Board of Directors for a definite period of time starting on June 25, 2015 and expiring on July 31, 2018.

Resolution of the AGM No. 14/2015. 06. 25.
The AGM approved the election of Ms. Kalina Plamenova Tsanova (mother’s full maiden name Tzvetanka Petrova Panova; address: 164 Simeonovsko shose blvd, 1137 Pancharevo, Bulgaria) as a member of the Board of Directors for a definite period of time starting on June 25, 2015 and expiring on July 31, 2018.

Resolution of the AGM No. 15/2015. 06. 25.
The AGM approved the election of Mr. Renato Juric (mother’s full maiden name: Marija Visnja Colic; address: Schonaustrasse 74, 4058 Basel, Switzerland) as a member of the Supervisory Board for a definite period of time starting on June 25, 2015 and expiring on July 31, 2018.

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

Resolution of the AGM No. 16/2015. 06. 25.
The AGM approved the re-election of PricewaterhouseCoopers Auditing Ltd. (H-1055 Budapest, Bajcsy-Zsilinszky út 78, registration no.:001464; individual auditor in charge: Mr. Balázs Mészáros, registration no.: 005589, 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, 2016. The AGM authorized the Board of Directors to conclude the agreement with the statutory auditor.

Resolution of the AGM No. 17/2015. 06. 25.
The AGM has approved the honoraria – amounting to HUF 12 400 000 + VAT for PricewaterhouseCoopers Könyvvizsgáló Ltd. (H-1055 Budapest, Bajcsy-Zsilinszky út 78, 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, 2015 and terminating on March 31, 2016 in accordance with the Hungarian accounting principles and International Financial Reporting standards (IFRS).

Modification and amendment of the Statutes of the Company

Resolution of the AGM No. 18/2015. 06. 25.
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.

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

Resolution of the AGM No. 19/2015. 06. 25.
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.