Zwack Unicum Plc. RESOLUTIONS of the Annual General Meeting held on Zwack Unicum Plc. RESOLUTIONS of the Annual General Meeting held on June 26, 2019

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 dr. Barbara Stampfer Nagy as keeper of the Minutes of the June 26, 2019 Annual General Meeting, and the election of Mr. Hans Dieter Melwisch  representative of the shareholder PZHAG, and Ms. Orsolya Ágnes Gacsályi, 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, 2018 and terminating on March 31, 2019 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. 2/2019. 06. 26.

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, 2018 and terminating on March 31, 2019.

Resolution of the AGM No. 3/2019. 06. 26.

The AGM has approved the report of KPMG Hungária Kft., as statutory auditor of the Company regarding the operation of the Company in the business year starting on April 1, 2018 and terminating on March 31, 2019 and the related Annual Report.

Resolution of the AGM No. 4/2019. 06. 26.

The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2018 and terminating on March 31, 2019.

Resolution of the AGM No. 5/2019. 06. 26.

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, 2018 and terminating on March 31, 2019.

 Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2018 and terminating on March 31, 2019, prepared in accordance with the international accounting standards (IFRS)

Resolution of the AGM No. 6/2019. 06. 26.

The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2018 and terminating on March 31, 2019, prepared in accordance with the international accounting standards (IFRS) as follows:

                                                                                Zwack Unicum plc.

Statement of Financial Position

                                                                                  in million HUF

Assets:                                                                                               

Non-current assets:                                                                3 582

Property, plant and equipment                                              3 330

Intangible assets                                                                           84

Packaging materials                                                                     18

Investment in associate                                                               16

Employee loans                                                                             10

Deferred tax asset                                                                        124

Current assets:                                                                         7 565

Inventories                                                                                2 386

Trade and other receivables                                                    2 115

Cash and cash equivalents                                                     3 064

Total assets:                                                                            11 147

Equity and liabilities:

Shareholder’s equity:                                                             7 080

Share capital                                                                            2 000

Share premium                                                                           165

Retained earnings                                                                    4 915

Non-current liabilities:                                                            472

Other liabilities                                                                           472

Current liabilities:                                                                  3 595

Trade and other liabilities                                                     3 567

Provisions                                                                                     28

Total equity and liabilities:                                                  11 147

Statement of Comprehensive Income

                                                                                  in million HUFRevenue                                                                           15 739

Operating expenses                                                              13 078

       Material-type expenses                                                    5 723

       Employee benefits expense                                             2 987

       Depreciation and amortization                                         564

       Other operating expenses                                                3 804

Other operating income                                                           418

Profit from operations                                                           3 079

Net financial income/costs                                                           4

Profit before tax                                                                       3 083

Income tax expense                                                                     460

Profit for the year                                                                     2 623

Resolution on dividend on the basis of the annual report concerning the business year starting on April 1, 2018 and terminating on March 31, 2019

Resolution of the AGM No. 7/2019. 06. 26.

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 2 645 500 000 (two billion six hundred and forty five million and five hundred  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 17, 2019. The distribution of the dividends shall commence on July 24, 2019.

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

Resolution of the AGM No. 8/2019. 06. 26.

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, 2018 and terminating on March 31, 2019 as follows:

Chairman of the Board of Directors:                      4.2 M HUF

Deputy Chairman of the Board of Directors         3.6 M HUF

Members of the Board of Directors:                        3.0 M HUF

Chairwoman of the Supervisory Board:                 4.2 M HUF

Deputy Chairwoman of the Supervisory Board    3.6 M HUF

Members of the Supervisory Board:                       3.0 M HUF

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

Resolution of the AGM No. 9/2019. 06. 26.

The AGM acknowledged the resignation of Ms. Kalina Plamenova Tsanova (mother’s full maiden name: Tzvetanka Petrova Panova; address: 164 Simeonovsko shose blvd, 1137 Pancharevo, Bulgaria) from her membership in the Board of Directors as of June 25, 2019. The AGM discharged Ms. Kalina Plamenova Tsanova from her liabilities in connection with her activities as member of the Board of Directors.

Resolution of the AGM No. 10/2019. 06. 26.

The AGM approved the election of Mr. Kresimir Crnjevic (mother’s full maiden name: Jasna Pavlinic; address: Riesznerova 2, Zagreb, Croatia) as a member of the Board of Directors for a definite period of time starting on today and expiring on June 26, 2023.

Resolution of the AGM No. 11/2019. 06. 26.

The AGM acknowledged the resignation of Mr. Pavel Reyes Lyubushkin (mother’s full maiden name: Yulia Liubushkina; address: Kochnovsky pr, 4-1-251. 125319 Moscow, Russia) from his  membership in the Supervisory Board as of June 25, 2019. The AGM discharged Mr. Pavel Reyes Lyubushkin from his liabilities in connection with his activities as member of the Supervisory Board.

Resolution of the AGM No. 12/2019. 06. 26.

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 Supervisory Board for a definite period of time starting on today and expiring on June 26, 2023.

Modification and amendment of the Statutes of the Company

Resolution of the AGM No. 13/2019. 06. 26.

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. 14/2019. 06. 26.

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 26, 2019 Budapest

Board of Directors of the

Zwack Unicum Plc.