Zwack Unicum Plc. RESOLUTIONS of the Annual General Meeting held on June 27, 2018

Resolution of the AGM No. 1/2018. 06. 27.

Report of the Board of Directors on the business activities of the Company in the business year starting on April 1, 2017 and terminating on March 31, 2018 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. 2/2018. 06. 27.

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, 2017 and terminating on March 31, 2018.

Resolution of the AGM No. 3/2018. 06. 27.

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, 2017 and terminating on March 31, 2018 and the related Annual Report.

Resolution of the AGM No. 4/2018. 06. 27.

The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2017 and terminating on March 31, 2018.

Resolution of the AGM No. 5/2018. 06. 27.

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, 2017 and terminating on March 31, 2018.

Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2017 and terminating on March 31, 2018, prepared in accordance with the international accounting standards (IFRS)

Resolution of the AGM No. 6/2018. 06. 27.

The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2017 and terminating on March 31, 2018, prepared in accordance with the international accounting standards (IFRS) as follows:

Balance Sheet:                                                Zwack Unicum plc.

                                                                                  in million HUF

Assets:                                                                                               

Non-current assets:                                                              3 170

Property, plant and equipment                                            3 205

Intangible assets                                                                        89

Returnable packaging materials                                             20

Investments in associate                                                          16

Employee loans                                                                          14

Deferred tax asset                                                                    103

Current assets:                                                                      7 230

Inventories                                                                              2 185

Trade and other receivables                                                  2 275

Cash and cash equivalents                                                    2 770

Total assets:                                                                          10 677

Equity and liabilities:

Shareholder’s equity:                                                            6 827

Share capital                                                                            2 000

Share premium                                                                          165

Retained earnings                                                                  4 662

Non-current liabilities:                                                          410

Other financial liabilities                                                        410

Current liabilities:                                                                3 440

Trade and other liabilities                                                    3 384

Provisions                                                                                   56

Total equity and liabilities:                                               10 677

Profit & Loss Statement  

                                                                                  in million HUF

Sales net of taxes                                                                13 958

Operating expenses                                                            12 083

       Material cost of goods sold                                            6 032

       Employee benefits expense                                            2 717

       Depreciation and amortization                                       488

       Other operating expenses                                              2 846

Other operating income                                                        705

Profit from operations                                                       2 580

Net financial income/loss                                                         2

Profit before tax                                                                  2 582

Income tax expense                                                                 378

Profit for the year                                                                2 204

Resolution on dividend on the basis of the annual report concerning the business year starting on April 1, 2017 and terminating on March 31, 2018

Resolution of the AGM No. 7/2018. 06. 27.

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 18, 2018. The distribution of the dividends shall commence on July 25, 2018.

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

Resolution of the AGM No. 8/2018. 06. 27.

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, 2017 and terminating on March 31, 2018 as follows:

Chairman of the Board of Directors:                      4.0 M HUF

Deputy Chairman of the Board of Directors         3.4 M HUF

Members of the Board of Directors:                        2.8 M HUF

Chairwoman of the Supervisory Board:                 4.0 M HUF

Deputy Chairwoman of the Supervisory Board    3.4 M HUF

Members of the Supervisory Board:                       2.8 M HUF

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

Resolution of the AGM No. 9/2018. 06. 27.

The AGM approved the election of Mr. Nándor Szakolczai (mother’s full maiden name: Margit Szabó; address: 1031 Budapest, Csikóvár u. 2/3) as a member of the Board of Directors for a definite period of time starting on August 1, 2018 and expiring on July 31, 2022.

Resolution of the AGM No. 10/2018. 06. 27.

The AGM approved the reelection 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 August 1, 2018 and expiring on July 31, 2022.

Resolution of the AGM No. 11/2018. 06. 27.

The AGM has 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 Supervisory Board for a definite period of time starting on August 1, 2018 and expiring on July 31, 2022.

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

Resolution of the AGM No. 12/2018. 06. 27.

The AGM approved the election of KPMG Hungary Kft. (registered seat: H-1134 Budapest, Váci út 31., registration no.:000202; individual auditor in charge: Mr. Rezső Rózsai, registration no.: 005879, the substitute auditor appointed in the event of any extended absence of the auditor in charge is: Ms. Csilla Leposa, registration no.: 005299), as statutory auditor of the Company for a definite period expiring on August 31, 2020. The AGM authorized the Board of Directors to conclude the agreement with the statutory auditor.

Resolution of the AGM No. 13/2018. 06. 27.

The AGM has approved the honoraria – amounting to HUF 11 900 000 / year + VAT for KPMG Hungary Kft. (registered seat: H-1134 Budapest, Váci út 31., registration no.:000202) for its performance as auditor of the Company. The honoraria includes the fee for the auditing of the annual report concerning the 2018/19 and 2019/20 business years in accordance with the applicable regulations.

Modification and amendment of the Statutes of the Company

Resolution of the AGM No. 14/2018. 06. 27.

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. 15/2018. 06. 27.

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 27, 2018 Budapest

Board of Directors of the Zwack Unicum Plc.