Zwack Unicum Plc. Resolutions of the Annual General Meeting held on June 29,2022:

Resolution of the AGM No. 1/2022. 06. 29.

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 as keeper of the Minutes of the June 29, 2022 Annual General Meeting, and the election of Mr. Hans Dieter Melwisch representative of the shareholder PZHAG, and Ms. Krisztina Nagy, representative of the shareholder Diageo Holdings Netherlands B.V., as confirmers of the Minutes.

Number of votesRatio of votesYesNoAbstention
1 548 302100.00%1 548 29840

Report of the Board of Directors on the business activities of the Company in the business year starting on April 1, 2021 and terminating on March 31, 2022 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. 2/2022. 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, 2021 and terminating on March 31, 2022.

Number of votesRatio of votesYesNoAbstention
1 551 365100.00%1 551 345146

Resolution of the AGM No. 3/2022. 06. 29.

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, 2021 and terminating on March 31, 2022 and the related Annual Report.

Number of votesRatio of votesYesNoAbstention
1 550 44799.79%1 547 1195662 762

Resolution of the AGM No. 4/2022. 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, 2021 and terminating on March 31, 2022.

Number of votesRatio of votesYesNoAbstention
1 549 23899.76%1 545 5058452 888

Resolution of the AGM No. 5/2022. 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, 2021 and terminating on March 31, 2022.

Number of votesRatio of votesYesNoAbstention
1 551 30899.99%1 551 09286130

Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2021 and terminating on March 31, 2022, prepared in accordance with the international accounting standards (IFRS)

Resolution of the AGM No. 6/2022. 06. 29.

The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2021 and terminating on March 31, 2022, prepared in accordance with the international accounting standards (IFRS) as follows:

Number of votesRatio of votesYesNoAbstention
1 548 82499.91%1 547 3964011 027

Resolution on dividend on the basis of the annual report concerning the business year starting on April 1, 2021 and terminating on March 31, 2022

Resolution of the AGM No. 7/2022. 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 1 500 HUF per share, in total HUF 3 052 500 000 (three billion fifty two 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 20, 2022. The distribution of the dividends shall commence on July 27, 2022.

Number of votesRatio of votesYesNoAbstention
1 547 066100.00%1 547 050151

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

Resolution of the AGM No. 8/2022. 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, 2021 and terminating on March 31, 2022 as follows:

Chairman of the Board of Directors:                       4.7 M HUF

Deputy Chairman of the Board of Directors          4.1 M HUF

Members of the Board of Directors:                        3.5 M HUF

Chairwoman of the Supervisory Board:                  4.7 M HUF

Deputy Chairman of the Supervisory Board          4.1 M HUF

Members of the Supervisory Board:                        3.5 M HUF

Number of votesRatio of votesYesNoAbstention
1 548 57599.72%1 544 1711 3763 028

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

Resolution of the AGM No. 9/2022. 06. 29.

The AGM acknowledged the resignation of Mr. Zoran Maksic (mother’s full maiden name: Mirjana Ekert; address: Zagreb, Skokov prilaz 9.) from his membership in the Board of Directors as of June 28, 2022. The AGM discharged Mr. Zoran Maksic from his liabilities in connection with his activities as member of the Board of Directors.

Number of votesRatio of votesYesNoAbstention
1 546 68099.86%1 544 546462 088

Resolution of the AGM No. 10/2022. 06. 29.

The AGM approved the election of Mr.Zoltán Hangodi (mother’s full maiden name: Julianna Kurunczi; date of birth: 24 January 1978) as a member of the Board of Directors for a definite period of time starting on today and expiring on July 31, 2025.

Number of votesRatio of votesYesNoAbstention
1 546 46499.90%1 544 8632071 394

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

Resolution of the AGM No. 11/2022. 06. 29.

The AGM approved the re-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, 2024. The AGM authorized the Board of Directors to conclude the agreement with the statutory auditor.

Number of votesRatio of votesYesNoAbstention
1 548 35999.78%1 544 9381 0502 371

Resolution of the AGM No. 12/2022. 06. 29.

The AGM approved the honoraria – amounting to HUF 34 000 000 / 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 2022/23 and 2023/24 business years and the verification of the remuneration report in accordance with the applicable regulations.

Number of votesRatio of votesYesNoAbstention
1 548 27199.78%1 544 9131 2772 081

Advisory vote on the Remuneration report concerning the business year starting on April 1, 2021 and terminating on March 31, 2022

Resolution of the AGM No. 13/2022. 06. 29.

The AGM approved the Remuneration Report concerning the business year starting on April 1, 2021 and terminating on March 31, 2022, elaborated and proposed by the Board of Directors of the Company with respect to Act LXVII of 2019 on the Encouragement of Long-term Shareholder Engagement and Modification of Certain Acts with the Purpose of Legal Harmonization and the effective remuneration policy of the Company.

Number of votesRatio of votesYesNoAbstention
1 545 77699.98%1 545 44524784

Authorization to the Board of Directors for the purchase of own shares of the Company

Resolution of the AGM No. 14/2022. 06. 29.

The AGM authorizes the Board of Directors to purchase treasury shares. According to the authorization, the Board of Directors may resolve that the Company should acquire registered ordinary shares issued by the Company with a par value of HUF 1000 each, free of charge or against consideration. The lowest amount of consideration payable for one treasury share is HUF 1 and the highest amount payable shall be 150% of the volume-weighted average stock exchange price of the 180 days’ period before the date of the transaction. The authorization shall be valid for a definite term from the date of the resolution of the General Meeting until 29 December 2023. The maximum amount of treasury shares obtained by the Company based on the authorization may be 25% of the registered capital at the most.

Number of votesRatio of votesYesNoAbstention
1 544 48799.79%1 541 1701 1892 128

Modification and amendment of the Statutes of the Company

Resolution of the AGM No. 15/2022. 06. 29.

The AGM approved the amendments of the Statutes of the Company and its annex as set forth in the published general meeting proposals.

Number of votesRatio of votesYesNoAbstention
1 545 22999.89%1 543 458951 676

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

Resolution of the AGM No. 16/2022. 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 this Minutes as Appendices 1/A and 1/B.

Number of votesRatio of votesYesNoAbstention
1 544 07099.99%1 543 85095125