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 28, 2016 Annual General Meeting, and the election of Mr. Hans Dieter Melwisch representative of the shareholder PZHAG, and Mr. Zoltán Hangodi, 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, 2015 and terminating on March 31, 2016 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. 2/2016. 06. 28.
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, 2015 and terminating on March 31, 2016.
Resolution of the AGM No. 3/2016. 06. 28.
The AGM has approved the report of PricewaterhouseCoopers Auditing Ltd., as statutory auditor of the Company regarding the operation of the Company in the business year starting on April 1, 2015 and terminating on March 31, 2016 and the related Annual Report.
Resolution of the AGM No. 4/2016. 06. 28.
The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2015 and terminating on March 31, 2016.
Resolution of the AGM No. 5/2016. 06. 28.
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, 2015 and terminating on March 31, 2016.
Resolution on the determination and allocation of the after-tax profit of the Company generated in the business year starting on April 1, 2015 and terminating on March 31, 2016
Resolution of the AGM No. 6/2016. 06. 28.
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.
Approval of the Annual Report of the Company, including the Balance Sheet concerning the business year starting on April 1, 2015 and terminating on March 31, 2016
Resolution of the AGM No. 7/2016. 06. 28.
The AGM approved the Annual Report of the Company concerning the business year starting on April 1, 2015 and terminating on March 31, 2016, which was prepared in accordance with Hungarian accounting standards and contains the audited balance sheet concerning the business year starting on April 1, 2015 and terminating on March 31, 2016, showing a total balance of assets and liabilities in the amount of thousand HUF 10 212 618 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, 2015 and terminating on March 31, 2016, prepared in accordance with the international accounting standards (IFRS)
Resolution of the AGM No. 8/2016. 06. 28.
The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2015 and terminating on March 31, 2016, 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. 9/2016. 06. 28.
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, 2015 and terminating on March 31, 2016 as follows:
Election of members of the Board of Directors, Supervisory Board and Audit Board
Resolution of the AGM No. 10/2016. 06. 28.
The AGM acknowledged the resignation of Mr. Dr. György Geiszl (mother’s full name: Katalin Tóth; Address: Vértanúk útja 20, 2045 Törökbálint, Hungary) from his membership in the Supervisory Board and simultaneously, from the Audit Board as of June 27, 2016. The AGM discharged Mr. Dr. György Geiszl from his liabilities in connection with his activities as member of the Supervisory Board.
Resolution of the AGM No. 11/2016. 06. 28.
The AGM acknowledged with regret that Dr. Rudolf Kobatsch, member of the Supervisory Board and Chairman of the Audit Board deceased on March 29, 2016. The AGM proclaims that Dr. Rudolf Kobatsch always carried out his activities in the Company’s interests and discharged him from his liabilities in connection with his membership in the Supervisor and Audit Boards.
Resolution of the AGM No. 12/2016. 06. 28.
The AGM approved the election of Mr. Gábor Zeisler (mother’s full maiden name: Katalin Murin address: Bérkocsi utca 49; 1222 Budapest, Hungary) as a member of the Supervisory Board for a definite period of time starting on June 28, 2016 and expiring on June 28, 2020.
Resolution of the AGM No. 13/2016. 06. 28.
The AGM approved the election of Mag. Karin Trimmel (mother’s full maiden name: Elfriede Schindler; address: Schimmelgasse 21/17, 1030 Wien, Austria) as a member of the Supervisory Board for a definite period of time starting on June 28, 2016 and expiring on June 28, 2020.
Resolution of the AGM No. 14/2016. 06. 28.
The AGM approved the election of Mr. Gábor Zeisler (mother’s full maiden name: Katalin Murin address: Bérkocsi utca 49; 1222 Budapest, Hungary) as a member of the Audit Board for a definite period of time starting on June 28, 2016 and expiring on June 28, 2020.
Resolution of the AGM No. 15/2016. 06. 28.
The AGM approved the election of Mag. Karin Trimmel (mother’s full maiden name: Elfriede Schindler; address: Schimmelgasse 21/17, 1030 Wien, Austria) as a member of the Audit Board for a definite period of time starting on June 28, 2016 and expiring on June 28, 2020.
Election of the Company’s auditor and approval of its remuneration
Resolution of the AGM No. 16/2016. 06. 28.
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, 2018. The AGM authorized the Board of Directors to conclude the agreement with the statutory auditor.
Resolution of the AGM No. 17/2016. 06. 28.
The AGM has approved the honoraria – amounting to HUF 12 400 000 / year + 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 2016/17 and 2017/18 business years 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. 18/2016. 06. 28.
The AGM approved the amendments of the Statutes of the Company and its annex as set attached to the Minutes of the AGM as Appendix 1.
Approval of the consolidated text of the Company’s Statutes, including amendments to date
Resolution of the AGM No. 19/2016. 06. 28.
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.
June 28, 2016 Budapest
Board of Directors of the Zwack Unicum Plc.
