The AGM approved the election of Mr. Sándor Zwack as conducting chairman, Mr. Balázs Szűcs and Mr. Tibor Petrás as vote counters, the election of Barbara Stampfer Nagy as keeper of the Minutes of the June 29, 2017 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, 2016 and terminating on March 31, 2017 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. 2/2017. 06. 29.
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, 2016 and terminating on March 31, 2017.
Resolution of the AGM No. 3/2017. 06. 29.
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, 2016 and terminating on March 31, 2017 and the related Annual Report.
Resolution of the AGM No. 4/2017. 06. 29.
The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2016 and terminating on March 31, 2017.
Resolution of the AGM No. 5/2017. 06. 29.
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, 2016 and terminating on March 31, 2017.
Resolution on dividend on the basis of the annual report concerning the business year starting on April 1, 2016 and terminating on March 31, 2017
Resolution of the AGM No. 6/2017. 06. 29.
The AGM approved the proposal of the Board of Directors on the basis of which the Company has declared the payment of dividend in the amount of HUF 2 136 750 000 (two billion one hundred and thirty six million and 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 13, 2017. The distribution of the dividends shall commence on July 20, 2017.
Approval of the Annual Report of the Company concerning the business year starting on April 1, 2016 and terminating on March 31, 2017
Resolution of the AGM No. 7/2017. 06. 29.
The AGM approved the Annual Report of the Company concerning the business year starting on April 1, 2016 and terminating on March 31, 2017, which was prepared in accordance with Hungarian accounting standards and contains the audited balance sheet on March 31, 2017, showing a total balance of assets and liabilities in the amount of thousand HUF 10 795 969 as well as the profit-and-loss statement concerning the business year starting on April 1, 2016 and terminating on March 31, 2017 with an after-tax profit of HUF 2 430 254 as follows:
Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2016 and terminating on March 31, 2017, prepared in accordance with the international accounting standards (IFRS)
Resolution of the AGM No. 8/2017. 06. 29.
The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2016 and terminating on March 31, 2017, 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. 9/2017. 06. 29.
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, 2016 and terminating on March 31, 2017 as follows:
Chairman of the Board of Directors: 3.8 M HUF
Deputy Chairman of the Board of Directors 3.2 M HUF
Members of the Board of Directors: 2.6 M HUF
Chairwoman of the Supervisory Board: 3.8 M HUF
Deputy Chairwoman of the Supervisory Board 3.2 M HUF
Members of the Supervisory Board: 2.6 M HUF
Election of members of the Board of Directors, of the Supervisory Board and of the Audit Board
Resolution of the AGM No. 10/2017. 06. 29.
The AGM approved the reelection of Mr. Sandor Zwack (mother’s full maiden name: Anne Storie-Marshall, address: Hidász utca 8., Budapest; 1026; Magyarország) as a member of the Board of Directors for a definite period of time starting on August 1, 2017 and expiring on July 31, 2021.
Resolution of the AGM No. 11/2017. 06. 29.
The AGM has approved the reelection of Ms. Isabella Veronika Zwack (mother’s full maiden name: Anne Storie-Marshall, address: Városligeti fasor 24. 1. em. 1a, Budapest; 1068; Magyarország) as a member of the Board of Directors for a definite period of time starting on August 1, 2017 and expiring on July 31, 2021.
Resolution of the AGM No. 12/2017. 06. 29.
The AGM approved the reelection of Mr. Mag. Wolfgang Spiller (mother’s full maiden name: Ilse Althaler; address 2380 Perchtoldsdorf, Herzogbergstrasse 18, Austria) as a member of the Board of Directors for a definite period of time starting on August 1, 2017 and expiring on July 31, 2021.
Resolution of the AGM No. 13/2017. 06. 29.
The AGM has 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, 2017 and expiring on July 31, 2021.
Resolution of the AGM No. 14/2017. 06. 29.
The AGM has approved the reelection of Mr. Tibor András Dörnyei (mother’s full maiden name: Erzsébet Menyhárt, address: H-8000 Székesfehérvár, Királykút lakónegyed 21. I/24) as a member of the Board of Directors for a definite period of time starting on August 1, 2017 and expiring on July 31, 2021.
Resolution of the AGM No. 15/2017. 06. 29.
The AGM has approved the reelection of Dr. Hubertine Underberg-Ruder (mother’s full maiden name: Christiane Schattauer-Klönne, address: Industriestrasse 31, CH-8305 Dietlikon, Switzerland) as a member of the Supervisory Board for a definite period of time starting on August 1, 2017 and expiring on July 31, 2021.
Resolution of the AGM No. 16/2017. 06. 29.
The AGM has approved the reelection of Dr. András Szecskay (mother’s full maiden 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, 2017 and expiring on July 31, 2021.
Resolution of the AGM No. 17/2017. 06. 29.
The AGM has approved the reelection of Dr. István Salgó (mother’s full maiden 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, 2017 and expiring on July 31, 2021.
Resolution of the AGM No. 18/2017. 06. 29.
The AGM has approved the reelection of Dr. István Salgó (mother’s full maiden 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, 2017 and expiring on July 31, 2021.
Decision concerning the guidelines and framework for the long-term incentive scheme for executive and other employees
Resolution of the AGM No. 19/2017. 06. 29.
The AGM has approved that further to the traditional incentive schemes and the share incentive system established earlier, an employee participation program for an incentive purpose linked to the future improvement of the Company’s economic performance (in Hungarian: javadalmazási célú munkavállalói résztulajdonosi program, MRP) be established as well with respect to the executive and other employees.
Authorization of the Board of Directors to establish an employee participation program for an incentive purpose linked to the future improvement of the Company’s economic performance (in Hungarian: javadalmazási célú munkavállalói résztulajdonosi program) and to privately issue bonds within the framework of the program
Resolution of the AGM No. 20/2017. 06. 29.
The AGM authorized the Board of Directors of the Company to proceed with full powers with respect to the establishment of the employee participation program for an incentive purpose linked to the future improvement of the Company’s economic performance (MRP), including the establishment of the MRP Organization, the election of the MRP Organization’s proxy as well as the executive. Additionally, the AGM approves that the Board of Directors of the Company shall decide on the issuance of bonds necessary for the execution of the MRP in a manner that the Board of Directors of the Company shall decide on the respective issuance of bonds by the Company within five (5) years as of June 29, 2017, up to a nominal value of HUF 150,000,000 (hundred and fifty million forints) per year through private placement.
Authorization of the Board of Directors to increase the registered capital by way of issuing redeemable shares of preferred liquidation quota
Resolution of the AGM No. 21/2017. 06. 29.
The AGM authorized the Board of Directors of the Company to increase, within one or more phases, the registered capital of the Company within five (5) years as of June 29, 2019, exclusively by issuing up to 200,000 redeemable liquidation preference shares (including the already issued redeemable liquidation preference shares) through private placement. The highest amount by which the Board of Directors can increase the registered capital of the Company is up to (within one or more phases) HUF 200,000,000 that is two hundred million Hungarian forints (including the capital represented by the already issued redeemable liquidation preference shares). The placement value of such redeemable liquidation preference shares will be their nominal value equaling to HUF 1,000 (one thousand Hungarian forints). The Board of Directors is entitled to decide about the exclusion or limitation of preferential subscription rights related to such capital increase(s) as may be necessary. The Board of Directors can only exercise such capital increase right with respect to the new shares to be issued and the prior written approval of the Supervisory Board.
Resolution on the exclusion of preferential subscription in connection with the redeemable shares of preferred liquidation shares
Resolution of the AGM No. 22/2017. 06. 29.
The AGM – based on a written motion presented by the Board of Directors – decided to exclude the exercise of preemptive subscription rights with respect to any and all redeemable liquidation preference shares to be issued through private placement by the Board of Directors on the basis of the above resolution of the AGM. No. 21/2017. 06. 29.
Modification and amendment of the Statutes of the Company
Resolution of the AGM No. 23/2017. 06. 29.
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. 24/2017. 06. 29.
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 29, 2017 Budapest
Board of Directors of the Zwack Unicum Plc.
