Zwack Unicum : GM - Proposals I.

About this update from Zwack Unicum Nyrt.

DOCUMENTS FOR THE ANNUAL GENERAL MEETING ANNUAL GENERAL MEETING OF THE ZWACK UNICUM PLC. (CAPS COAF: GMET HU20250430022052) DATE OF THE AGM: 25 June, 2025, 10 a.m. VENUE OF THE AGM: Mercure Budapest Castle Hill, H-1013 Budapest, Krisztina körút 41-43. Statement - based upon point b) of Subsection 3:272 (3) of the Civil Code Dear Shareholder, Zwack Unicum Plc.'s Board of Directors convened the company's Annual General Meeting to take place at 10.00 a.m., on June 25, 2025 with the below quoted items on the agenda. Please find the individual submissions and the proposed text of the General Meeting resolutions attached. Agenda of the AGM Report of the Board of Directors on the business activities of the Company in the business year starting on April 1, 2024 and terminating on March 31, 2025 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; Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2024 and terminating on March 31, 2025, prepared in accordance with the international financial reporting standards (IFRS); Resolution on dividend on the basis of the annual report concerning the business year starting on April 1, 2024 and terminating on March 31, 2025; Resolution on the remuneration of the members of the Board of Directors and the Supervisory Board; Election of members of the Board of Directors, the Supervisory Board and the Audit Board; Advisory vote on the Remuneration report concerning the business year starting on April 1, 2024 and terminating on March 31, 2025; Election of the auditor providing limited assurance opinion on the Company's 2025-2026 Sustainability Report prepared pursuant to ESRS, determination of its remuneration; Modification and amendment of the Statutes of the Company; Approval of the consolidated text of the Company's Statutes, including amendments to date; Miscellaneous. The Supervisory Board of Zwack Unicum Plc. suggests the Shareholders all the proposals for APPROVAL. Item No. 1 Report of the Board of Directors on the business activities of the Company in the business year starting on April 1, 2024 and terminating on March 31, 2025 and presentation of the related draft Annual Report of the Company REPORT ON THE ACTIVITY OF THE 2024 - 2025 BUSINESS YEAR Analysis of the Company's performance Total gross sales of the Company were HUF 38 788 million - a year-on-year increase of HUF 1 850 million (5.0%). The total gross sales include revenues from the deposit-refund system (DRS), which was introduced in Hungary on 1 January 2024. During the 2024-2025 business year they amounted to HUF 456 million. Net sales (that is, sales revenues minus excise tax and revenue from the DRS deposit fee) were HUF 24 057 million, a year-on-year increase of 6.9% (HUF 1 561 million). The net domestic sales of products had a year-on-year increase of HUF 1 096 million (5.7%). Net sales of own-produced goods in the domestic market had a year-on-year increase of HUF 1062 million (7.6%) (HUF 15 110 million instead of HUF 14 048 million). Broken down in more detail, sales of premium products increased by 10.4% while the sales of the quality products levelled off. Within the premium category, the sale of products belonging to the Unicum brand and to the Kalumba brand went up steeper than the average growth. The Unicum Orange Bitter, which is the most recent member of the Unicum family, was introduced during the third quarter of the business year but only in the on-trade channel. In addition, the Company debuted with Unicum Trezor XO, a limited edition, luxury category version of the Unicum herbal liqueur. Interest in that latter product was so intensive that it only took a few days to sell out the assigned stock for the entire year. Net sales of traded products had a year-on-year increase of 0.7%. Broken down in more detail, the revenue of the Diageo portfolio increased by 1.9% while the revenues of the other traded products decreased by 7.8%. In the latter category the revenues of wines and mineral water also decreased. According to the April 2024-March 2025 market research data for the retail turnover, the Hungarian taxed spirits market decreased by 2.9% in volume and edged up by 1.4% in value. In the same period, our Company's sales of spirits in the retail category had a year-on-year increase of 0.3% in volume and a year-on-year increase of 6.0% in gross value. The half-a-year grace period of the deposit-return system (DRS), which was introduced in Hungary in January 2024, expired on the 30th of June. During the first quarter of the business year the Company managed to switch almost entirely to the production of the newly labelled products that carry the requisite "HUF 50" logo for returnable bottles. That is why the introduction of the DRS system had little influence on the size of the turnover during the business year. Following a stagnating first half of the business year, the Company finished the 2024 calendar year with a successful Christmas season. However, in the fourth quarter of the business year the sales took a sharp downward turn. In that period the volume of products sold inside Hungary decreased by over 17% and fell by nearly 14% in value. The decrease was felt more or less to the same degree in both the retail and wholesale channels. The decrease is due, in the first place, to the fact that in 2025 a considerable part of our Easter-season sales occured in April - in the 2025-2026 business year - while in the previous year they tended to occur in March. Furthermore, the country-wide slack in consumption in the January-March 2025 period - which was in part caused by a higher-than-expected inflation - had a tangible effect also on our Company's sales figures. Effective as of 1 January 2025, the Company raised its prices on average by 4.7%. The move was due to a hike of 4.1% in excise tax and increase in the prices of raw materials and other goods - due largely to the expected weakening of the local currency - the Company has to procure as well as higher costs of operation. During the 2024-2025 business year the Company's sales revenue in retail was roughly identical with that of the previous business year but sales in the wholesale channel decreased considerably. Taking a closer look at the retail sector: the discount channel continued growing. In fact, that was the only channel where the volume of products sold continued a slight growth during the fourth quarter. Exports fetched HUF 2 530 million, a year-on-year increase of 15.2% (HUF 334 million). Based on the company strategy: to increase export's share in total revenue, in this business year the Unicum brand is being supported with television campaigns in several important target markets. During the first quarter of the business year new, country-specific television commercials of the Unicum brand were broadcast in Romania and Slovakia and that was an important factor in raising sales there. In summer the Company organized an intensive advertising campaign of several weeks in Italy as encouraged by the success of similar campaigns in previous years. Our Company's export sales have steadily increased. During the fourth quarter the export sales revenue went up by nearly 19%. The yearly sales figures considerably increased in the main export destinations: Italy, Germany, Romania and Slovakia. The Company's main export product, the Unicum product line accounted for the growth in the export sales revenue. Revenues from services were HUF 1 335 million, a year-on-year increase of 10.9% (HUF 131 million). The earnings derived from marketing expenditure reimbursement paid by brand owners also went up. The Company had a revenue of HUF 23 million when it sold a certain amount of energy that was officially attested in a so-called "white certificate" as energy savings, which the Company obtained thanks to its geothermal-solar power facility at Dunaharaszti. Material-type expenses decreased by HUF 144 million (1.6%) while the net sales went up by 6.9%. The gross margin ratio was by 3.2 percentage points higher than a year before (63.4% instead of 60.2%). Decrease in the unit price of materials was due to decrease in the prices of certain raw materials purchased and a favourable change in the product mix (the ratio of own-produced high-margin products went up). The employee benefit expense rose by HUF 716 million (17.3%). At the beginning of the business year the Company gave an across-the-board pay hike averaging 12%. The Annual General Meeting of June 26, 2024 decided to pay a dividend of HUF 1 400 per share. Under the IFRS, the dividend payable after liquidation preference shares, and any change in related liabilities, have to be posted as a personnel type of cost. Consequently, the dividend paid to shareholders, which was lower than in the previous business year, decreased the employee benefit expenditure by HUF 11 million and the change in related liabilities reduced the employee benefit expenditure by HUF 39 million. The employment of several directors of the Company will come to an end during the first half of 2025. The Company has set aside HUF 241 million in the employee benefit expense category as accruals to cover the salaries of those persons during their period of notice. Furthermore, the Management of the Company made the following decision: in recognition of the arduous and fruitful work of the factory workers during the final weeks of the calendar year, they received a bonus of HUF 100 000 each. That move increased the employee benefit expenditure by HUF 13 million. The Company had an additional employee benefit expenditure of HUF 17 million (to cover, for instance, various corporate events and team-building courses that were organized by the Company and the contributions payable for these). Overall, depreciation increased by HUF 6 million (1.0%). As compared to the corresponding period of the previous business year, the depreciation figure of manufacturing tools increased. The other operating expenses had a year-on-year increase of HUF 843 million (15.6%). That was mainly due to increase in marketing expenditure (which amounted to HUF 474 million). The Company increased expenditure especially on festivals and other events to promote the image of traded products, and in export markets on promoting the Unicum brand in television advertisements. The production of an image commercial was arranged to promote Unicum Orange Bitter, which is being introduced into retail networks also in Hungary as from April 2025. The Company's expenses showed a year-on-year increase of a total of HUF 124 million due to the service fee and admission fee the Company had to pay when joining the extended producer responsibility (EPR) system - introduced in July 2023 - and the fees paid when joining the deposit-refund system (DRS), introduced in January 2024. Furthermore, there was an overall year-on-year increase of HUF 182 million in expenditure in the following areas: transport charge (HUF 51 million), costs of maintenance (HUF 37 million), fees paid to experts (HUF 46 million), fees paid for labour recruitment services (HUF 19 million), property surveillance (HUF 16 million) and bank charges (HUF 13 million). In other operating expenses not mentioned above (especially costs of operation, IT services, sewerage charges, real-estate tax, licence and royalty fees, innovation contribution, administrative services and fees paid to the authorities) there was a total increase of HUF 63 million. The other operating income decreased by HUF 23 million (22.8%). Unlike during the previous business year, the Company had interest-rate gain in the total value of HUF 35 million. By contrast, income from the sale of packaging materials went down by HUF 20 million because fewer unused pallets were sold. Furthermore, the profit from the sale of used motorcars showed a marked year-on-year decrease. The profit from operations stood at HUF 3583 million - higher than a year before by HUF 117 million (3.4%). During the period under review the Company gained a net financial income of HUF 178 million - the exact amount of interest income derived from the Company's fixed deposits in banks. Total taxes levied on profits grew by HUF 42 million. The corporation tax the Company had to pay was by HUF 7 million (2.4%) higher. The local business tax and the innovation contribution went up by HUF 42 million (9.9%) however the deferred tax expenditure showed a year-on-year decrease of HUF 7 million. The Company's profit after taxation was HUF 2989 million, which is higher than a year before by HUF 83 million (2.9%). Following a somewhat unimpressive first half of the business year, the Company completed the calendar year 2024 with a Christmas season that was markedly better than expected. Consequently, the profit after taxation of the third quarter showed a year-on-year increase of nearly 17%. By contrast, as predicted, the Company's profit after taxation in the fourth quarter of the business year showed a significant year-on-year decrease (55%). Looking at the whole of the business year, the profit after taxation was slightly higher than a year before. There were no noteworthy changes in the lines of the balance sheet. The Zwack Unicum Plc. spent HUF 747 million on fixed assets during the business year. The Company has embarked on retrofitting a bottling facility of a production line in our plant in Kecskemét. HUF 123 million was spent on that project. Other items in this category included maintaining the Company's fleet of motorcars, strengthening market promotion and retrofitting the Heritage Visitors' Centre. The rest was spent mostly on investing in IT equipment and fire prevention projects. Business environment of the Company Zwack Unicum Plc. is the biggest player in Hungary's spirit market. As the Hungarian domestic market accounts for nearly 90% of the Company's revenues from selling products, the domestic demand plays a decisive influence on the Company's results. In the pre-pandemic period, the consumption of premium alcoholic drinks increased in Hungary but in 2020 it fell sharply amid the pandemic conditions. Following the post-pandemic bounce-back, consumption considerably decreased, which in turn was caused by a steep inflation and a related drop in real wages. As in Hungary inflation has recently subsided spectacularly, the dwindling of consumption slowed down. Parameters and indicators of Company's performance (data in million HUF) 2022-23 business year 2023-24 business year 2024-25 business year 2025-26 plan Gross Sales HUF million 35 364 36 938 38 788 41 702 Sales net of taxes HUF million 21 215 22 496 24 057 25 689 Gross Margin HUF million 12 704 13 547 15 252 15 966 Profit from operations HUF million 3 868 3 466 3 583 3 663 Profit before tax HUF million 4 160 3 636 3 761 3 728 Profit for the year HUF million 3 448 2 906 2 989 2 925 Dividends paid / payable - ordinary HUF million 3 400 2 800 3 000* Dividends paid / payable - redeemable HUF million 60 49 53* Dividends paid / payable - total HUF million 3 460 2 849 3 053* Total assets HUF million 15 433 14 963 15 067 Cash and cash equivalents, end of the year HUF millon 3 433 3 622 3 636 Average statistical staff number Person 258 255 255 Gross margin ratio % 59.9% 60.2% 63.4% 62.2% Profit from operations / Net sales % 18.2% 15.4% 14.9% 14.3% Profit for the year / Net sales % 16.3% 12.9% 12.4% 11.4% Dividend / Profit for the year % 98.6% 96.4% 93.7% Earnings per share HUF 1 724 1 453 1 495 1 463 * The Company proposes to pay dividends for the financial year ended 31 March 2025, which is subject to approval by the forthcoming Annual General Meeting. The amount of dividend proposed by the Board of Directors amounts to 1 500 HUF/share). Resolution proposal: 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, 2024 and terminating on March 31, 2025. Item No. 2 Report of the Auditor Independent Auditors' Report To the shareholders of Zwack Unicum Nyrt. Report on the Audit of the Financial Statements Opinion We have audited the financial statements for the financial year between 1 April 2024 and 31 March 2025 of Zwack Unicum Nyrt. ("the Company"), included in the digital files 2138003326LXAD58SW93-2025-03-31-0-hu.xhtml 1 which comprise the statement of financial position as at 31 March 2025, with total assets of MHUF 15,067, the statement of comprehensive income, with profit for the year of MHUF 2,989, and the statements of changes in equity and cash flows for the year then ended, and notes, comprising material accounting policies and other explanatory information. In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 March 2025, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (EU IFRSs) and they are prepared, in all material respects, in accordance with the provisions applicable to entities preparing annual financial statements in accordance with EU IFRSs of Act C of 2000 on Accounting in force in Hungary (Act on Accounting). Basis for Opinion We conducted our audit in accordance with Hungarian National Standards on Auditing and applicable laws and regulations in Hungary. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company for the purposes of our audit of the financial statements, as provided in applicable laws in force in Hungary, the policy on rules of conduct (ethics) of the audit profession and on disciplinary procedures of the Chamber of Hungarian Auditors, as well as with respect to issues not covered by these, with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) translated into Hungarian and published on the website of the Chamber of Hungarian Auditors and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 1 digital identification of digital files identified above with SHA 256 HASH Algorithm: 17773c22a87246f53d70e473c5901d97a2a3222d136c7d82498606fe111e4c3c This is an English translation of the Independent Auditors' Report on the 2025 financial statements of the Zwack Unicum Nyrt. issued in Hungarian. If there are any differences, the Hungarian language original prevails. This report should be read in conjunction with the complete financial statements it refers to. Zwack Unicum Nyrt. - K31 - 2025.03.31. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Completeness and accuracy of customer incentives As at 31 March 2025, amounts payable (due) to customers: HUF 673 million. For more detailed information refer to Note 2 (r) (3) and Note 12 to the financial statements. The key audit matter How the matter was addressed in our audit Amounts payable (due) to customers amount to HUF 673 million in the statement of financial position as at 31 March 2025. The majority of these liabilities arises from amounts that are payable to customers relating to sales incentives that are recognized as a reduction of the transaction price. The end of the Company's reporting period is 31 March, while sales agreements with customers are concluded annually mainly for the calendar year. Therefore, the Company needs to estimate the sales incentives including volume rebates that the customer will be entitled to receive for its purchases made in the first calendar quarter, which are determined based on the total purchases made in the full calendar year. Furthermore, in certain cases the Company has not finalized its agreements upon the annual terms and conditions of the sales incentives by the date the Company's financial statements were authorized for issue. As customers have valid expectation that the Company will continue to offer sales incentives, the consideration for the purchases made by customers in the last quarter of the Company's financial year includes the best estimate of such sales incentives. Due to the judgement required as well as estimation uncertainty involved in the determination of the amounts payable to customers relating to sales incentives, we considered this area as a key audit matter . We performed the following procedures amongst others: we tested selected controls over approval of sales incentives; we compared prior year estimate of sales incentives payable to customers to actual payments; for a sample of agreements with customers we compared the actual sales realized in the calendar year 2024 to the prior year estimate developed by the Company in order to assess the Company's estimation accuracy; when the prior period estimate of accrued sales incentive was not based on signed agreements with customers, we compared the terms and conditions used in prior year estimate to subsequently signed contracts on a sample basis; we evaluated the accuracy of data used in the estimate of sales incentives by reference to the underlying sales agreements on a sample basis; based on the results of the preceding procedure we recalculated the sample of sales incentives due to customers and compared to the estimate made by the Company.• Other Information The other information comprises the annual report (including the business report/management report) included in the 2138003326LXAD58SW93-2025-03-31-0-hu.xhtml of the Company for the period between 1 April 2024 and 31 March 2025. Management is responsible for the other information, including the preparation of the business report/management report in accordance with the Act on Accounting and other applicable legal requirements, if any. Our opinion on the financial statements expressed in the Opinion section of our report does not cover the business report/management report and the other parts of the annual report. We do not express any form of assurance conclusion on the annual report except for the business report/management report. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Based on the Act on Accounting, we are also responsible for assessing whether the business report/management report has been prepared in accordance with the Act on Accounting and other applicable legal requirements, including the assessment of whether the business report/management report has been prepared in accordance with Section 95/B (2) e) and f) of the Act on Accounting and expressing an opinion on this and whether the business report/management report is consistent with the financial statements. With respect to the business report/management report, based on the Act on Accounting, we are also responsible for checking that the information referred to in Section 95/B (2) a)-d), g) and h) of the Act on Accounting has been provided in the business report/management report. In fulfilling our responsibility with respect to the business report/management report, the requirements set out in the Regulation (EU) No 815/2019 of 17 December 2018 (ESEF Regulation) were considered as other legal requirements applicable for the business report/management report. In our opinion the business report/management report of the Company for the period between 1 April 2024 and 31 March 2025 is consistent, in all material respects, with its financial statements for the period between 1 April 2024 and 31 March 2025 and the applicable provisions of the Act on Accounting and the requirements of the ESEF Regulation. We confirm that the information referred to in Section 95/B (2) a)-d), g) and h) of the Act on Accounting has been provided in the business report/management report. In addition, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we are required to report if we have identified any material misstatement in the business report/management report, and if so, the nature of such misstatement. We have nothing to report in this regard. Moreover, if, based on the work we have performed, we conclude that there is a material misstatement of the other parts of the annual report (other than the business report/management report), we are required to report that fact. We have nothing to report in this regard either. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU IFRSs and for the preparation of the financial statements in accordance with provisions applicable to entities preparing annual financial statements in accordance with EU IFRSs of the Act on Accounting and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company's financial reporting process. Auditors' Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Hungarian National Standards on Auditing and applicable laws and regulations in Hungary will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Hungarian National Standards on Auditing and applicable laws and regulations in Hungary, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements We were appointed by the shareholders' meeting on 26 June 2024 to audit the financial statements of the Company for the financial year ended 31 March 2025. Our total uninterrupted period of engagement is seven years, covering the periods ending 31 March 2019 to 31 March 2025. We confirm that: our audit opinion is consistent with the additional report presented to the Audit Committee of the Company dated 14 May 2025; we have not provided to the Company prohibited non-audit services (NASs) as set out by Article 5(1) of Regulation (EU) No 537/2014 and in terms of the member state derogations by the Act LXXV of 2007 on the Chamber of Hungarian Auditors, the Activities of Auditors, and on the Public Oversight of Auditors in force in Hungary. We also remained independent of the audited entity in conducting the audit. Report on the Compliance of the Presentation of the Financial Statements with the Requirements of the Regulation on the European Single Electronic Format We have undertaken a reasonable assurance engagement on the compliance of the presentation of the financial statements included in the 2138003326LXAD58SW93-2025-03-31-0-hu.xhtml prepared by the Company ("financial statements in ESEF format") with the requirements set out in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 on Supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (ESEF Regulation). Responsibilities of the Management and Those Charged with Governance for the Financial Statements in ESEF Format Management is responsible for the presentation of the financial statements in ESEF format that comply with the ESEF Regulation. This responsibility includes: the preparation of the financial statements in the applicable XHTML format; and the design, implementation and maintenance of internal control relevant to the application of the ESEF Regulation. Those charged with governance are responsible for overseeing the Company's financial reporting process including compliance with the ESEF Regulation. Our Responsibility and Summary of the Work Performed Our responsibility is to express an opinion on whether the presentation of the financial statements in ESEF format complies, in all material respects, with the requirements of the ESEF Regulation based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with Hungarian National Standard on Assurance Engagements 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE 3000). A reasonable assurance engagement in accordance with ISAE 3000 involves performing procedures to obtain evidence about compliance with the ESEF Regulation. The nature, timing and extent of procedures selected depend on the auditor's judgment, including the assessment of the risks of material departures from the requirements set out in the ESEF Regulation, whether due to fraud or error. Our reasonable assurance engagement included obtaining an understanding of the Company's internal controls relevant to the application of the requirements of the ESEF Regulation and verifying whether the XHTML format was applied properly. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the presentation of the financial statements in ESEF format of the Company for the year ended 31 March 2025 included in the digital file 2138003326LXAD58SW93-2025-03-31-0-hu.xhtml complies, in all material respects, with the requirements of the ESEF Regulation. The engagement partner on the audit resulting in this independent auditors' report is the signatory of this report. Budapest, 21 May 2025 KPMG Hungária Kft. Registration number: 000202 Zsuzsanna Nagy Partner, Professional Accountant Registration number: 005421 This is an English translation of the Independent Auditors' Report on the 2025 financial statements of the Zwack Unicum Nyrt. issued in Hungarian. If there are any differences, the Hungarian language original prevails. This report should be read in conjunction with the complete financial statements it refers to. Zwack Unicum Nyrt. - K31 - 2025.03.31. Resolution proposal: 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, 2024 and terminating on March 31, 2025 and the related Annual Report. Item No. 3 Report of the Supervisory Board, including the report of the Audit Board Zwack Unicum PLC. REPORT OF THE SUPERVISORY BOARD AND THE AUDIT BOARD ON THE BUSINESS YEAR STARTING ON APRIL 1, 2024 AND TERMINATING ON MARCH 31, 2025 In the business year starting on April 1, 2024 and terminating on March 31, 2025, the Supervisory Board held 3 sessions in order to monitor and supervise the activities of the Board of Directors and the management of the Company. The Company management submitted detailed written reports at the sessions of the Supervisory Board. After receiving sufficient information on specific issues, the Chair of the Supervisory Board was requested to take a position on each issue, and such position was respected. The members of the Supervisory Board continuously monitored the individual areas of operation. The Supervisory Board was allowed access to all the information required for the satisfactory fulfilment of its supervisory function. The Supervisory Board did not make any complaint against the activities of the Board of Directors or the management. The Supervisory Board and the Audit Board, after examining and discussing the draft of the Company's Annual Report concerning the business year starting on April 1, 2024 and terminating on March 31, 2025, containing the statement of financial position, statement of comprehensive income, cash flow statement and statement of changes in equity prepared by the Board of Directors and audited by KPMG Hungária Kft., statutory auditor of the Company, unanimously approved both documents and agreed to submit them to the Annual General Meeting with a recommendation for approval. The Supervisory Board also agreed with the Board of Directors' proposal to declare and distribute 1 500 HUF per share, in total HUF 3 052 500 000 as a dividend to be allocated in proportion to shareholding and submitted the proposal to the Annual General Meeting with a recommendation for approval. The Supervisory Board also examined the Corporate Governance Report and the Remuneration Report prepared by the Board of Directors, agreed thereto and submitted them to the Annual General Meeting with a recommendation for approval. The Audit Board did not make any complaint against the activities of the Auditor of the Company. The Supervisory Board coincidently with the Audit Board recommends to the Annual General Meeting for approval: the approval of the election of KPMG Hungária Kft. (registered seat: H-1134 Budapest, Váci út 31., registration no.:000202; individual auditor in charge for providing the limited assurance opinion on the sustainability report prepared pursuant to ESRS: Zsuzsanna Nagy, registration no.: 05421), for the services related to the provision of the limited assurance opinion on the sustainability report of the Company for a definite period expiring on August 31, 2026, but the latest until the approval of the Company's 2025-2026 Sustainability Report and the authorization of the Board of Directors to conclude the agreement with the auditor; and the confirmation of the honoraria for KPMG Hungária Kft. (registered seat: H-1134 Budapest, Váci út 31., registration no.:000202) for its performance as auditor responsible for the sustainability report of the Company in HUF 8 300 000 + VAT for the audit of the 2025-2026 business year, approved by the AGM resolution no. 13/2024. 06. 26. as part of the 2025-2026 audit fees in. Furthermore, the amendment of the AGM resolution no. 13/2024. 06. 26. with respect to the pre-assurance of the 2024-2025 business year's ESG report and the assurance of the 2025-2026 business year's ESG report in a way that if the pre-assurance of the 2024-2025 business year's ESG report is not performed and the assurance of the 2025-2026 ESG report qualifies as pre-assurance or as first year audit, then KPMG Hungária Kft. is entitled to an additional fee of HUF 1 250 000 + VAT. The Audit Board found the operation of the financial reporting system of the Company satisfactory and did not make any recommendations in connection thereto. The Audit Board established that the risk management principles and systems of the Company successfully ensured the handling and control of the risks related to the activities of the Company as well as the realization of the Company's performance and profit goals. The Supervisory Board agreed with the proposals related to the other items on the agenda of the Annual General Meeting. The Supervisory Board expressed its appreciation of the Board of Directors and the Company management for their efforts to maintain the profitability of the Company. The Supervisory Board wish to thank the resigning CEO, Mr. Frank Odzuck and the resigning deputy CEO, Mr. Tibor Dörnyei for their very successful, two decade long work. The Supervisory Board would like to take this opportunity to express its thanks to the employees of the company. Budapest, May 21, 2025 Dr. Hubertine UnderBerg-Ruder Chair of the Supervisory Board Thomas Mempel Chair of the Audit Board Resolution proposal: The AGM approved the report of the Supervisory Board, including the report of Audit Committee for the business year starting on April 1, 2024 and terminating on March 31, 2025 Item No. 4 Approval of the Corporate Governance Report Please see the Corporate Governance Report in the Appendix 1. Resolution proposal: 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, 2024 and terminating on March 31, 2025. Item No. 5 Approval of the Annual Report of the Zwack Unicum Plc. concerning the business year starting April 1, 2024 and terminating on March 31, 2025, prepared in accordance with the international financial reporting standards (IFRS) Resolution proposal: The AGM approved the Annual Report of Zwack Unicum Plc. concerning the business year starting on April 1, 2024 and terminating on March 31, 2025, 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: 4 029 Property, plant and equipment 3 861 Intangible assets 80 Employee loans 4 Deferred tax asset 84 Current assets: 11 038 Inventories 3 750 Trade receivables 3 247 Other financial receivables 90 Non-financial receivables 315 Cash and cash equivalents 3 636 Total assets: 15 067 Equity and liabilities: Shareholder's equity: 8 955 Share capital 2 000 Share premium 165 Retained earnings 6 790 Non-current liabilities: 678 Leases 36 Long-term employee benefits 580 Deferred income 62 Current liabilities: 5 434 Trade and other payables 2 193 Leases 8 Amount payable (due) to customers 673 Current income tax 19 Employee benefits 1 490 Other taxes and non-financial liabilities 1 051 Total equity and liabilities: 15 067 Statement of Comprehensive Income in million HUF Revenue 24 057 Operating expenses 20 552 Material-type expenses 8 805 Employee benefits expense 4 862 Depreciation and amortization 635 Other operating expenses 6 250 Other operating income 78 Profit from operations 3 583 Net financial income/cost 178 Profit before tax 3 761 Income tax expense 772 Profit for the year 2 989 Item No. 6 Resolution on dividend on the basis of the annual report concerning the business year starting on April 1, 2024 and terminating on March 31, 2025 Resolution proposal: 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 23, 2025. The distribution of the dividends shall commence on July 30, 2025. Item No. 7 Resolution on the remuneration of the members of the Board of Directors and the Supervisory Board Resolution proposal: 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, 2024 and terminating on March 31, 2025 as follows: Chairman of the Board of Directors: 5.6 M HUF Deputy Chairman of the Board of Directors 5.0 M HUF Members of the Board of Directors: 4.4 M HUF Chairwoman of the Supervisory Board: 5.6 M HUF Deputy Chairman of the Supervisory Board 5.0 M HUF Members of the Supervisory Board: 4.4 M HUF Item No. 8 Election of members of the Board of Directors, the Supervisory Board and the Audit Board Information on the Board members and candidates is available on the Company's website. ( https://zwackunicum.hu/en/befektetoknek/testuletek-es-menedzsment/) Resolution proposals: Board of Directors The AGM acknowledged the resignation of Mr. Frank Odzuck (mother's full maiden name: Irene Watzke) from his membership in the Board of Directors as of June 30, 2025. The AGM discharged Mr. Frank Odzuck from his liabilities in connection with his activities as member of the Board of Directors. The AGM acknowledged the resignation of Mr. Tibor András Dörnyei (mother's full maiden name: Erzsébet Menyhárt) from his membership in the Board of Directors as of June 30, 2025. The AGM discharged Mr. Tibor András Dörnyei from his liabilities in connection with his activities as member of the Board of Directors. The AGM approved the re-election of Mr. Zoltán Hangodi (mother's full maiden name: Julianna Kurunczi) as a member of the Board of Directors for a definite period of time starting on August 1, 2025 and expiring on July 31, 2028. The AGM approved the election of Mr. Csaba Belovai (mother's full maiden name: Katalin Éva Kurucsai) as a member of the Board of Directors for a definite period of time starting on July 1, 2025 and expiring on July 31, 2028. The AGM approved the election of Mr. György Guttengeber (mother's full maiden name: Ágota Horváth) as a member of the Board of Directors for a definite period of time starting on July 1, 2025 and expiring on July 31, 2028. Supervisory Board and Audit Board The AGM acknowledged the resignation of Dr. István Salgó (mother's full maiden name: Mária Szita) from his membership in the Supervisory Board as of June 30, 2025 as a result of which his membership in the Audit Board also terminates. The AGM discharged Dr. István Salgó from his liabilities in connection with his activities as member of the Supervisory Board and the Audit Board. The AGM approved the election of Mr. Frank Odzuck (mother's full maiden name: Irene Watzke) as a member of the Supervisory Board for a definite period of time starting on July 1, 2025 and expiring on July 31, 2028. The AGM approved the election of Dr. Hubertine Underberg-Ruder (mother's full maiden name: Christiane Schattauer-Klönne) as a member of the Audit Board for a definite period of time starting on July 1, 2025 and expiring on July 31, 2028. Item No. 9 Advisory vote on the Remuneration report concerning the business year starting on April 1, 2024 and terminating on March 31, 2025 Please see the Remuneration report in the Appendix 2. Resolution proposal: The AGM approved the Remuneration Report concerning the business year starting on April 1, 2024 and terminating on March 31, 2025, 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. Item No. 10 Election of the auditor providing limited assurance opinion on the Company's 2025-2026 Sustainability Report prepared pursuant to ESRS, determination of its remuneration Resolution proposal: The AGM approved the election of KPMG Hungária Kft. (registered seat: H-1134 Budapest, Váci út 31., registration no.:000202; individual auditor in charge for providing the limited assurance opinion on the sustainability report prepared pursuant to ESRS: Ms. Zsuzsanna Nagy, registration no.: 005421), for the services related to the provision of the limited assurance opinion on the sustainability report of the Company for a definite period expiring on August 31, 2026, but the latest until the approval of the Company's 2025-2026 Sustainability Report. The AGM authorized the Board of Directors to conclude the agreement with the auditor. Resolution proposal: The AGM confirmed the honoraria for KPMG Hungária Kft. (registered seat: H-1134 Budapest, Váci út 31., registration no.:000202) for its performance as auditor responsible for the assurance of the sustainability report of the Company in HUF 8 300 000 + VAT as part of the audit fees of the 2025-2026 business year, approved by the AGM resolution no. 13/2024. 06. 26. as part of the 2025-2026 audit fees in. Furthermore, the AGM amended its AGM resolution no. 13/2024. 06. 26. of the last year with respect to the pre-assurance of the 2024-2025 business year's ESG report and the assurance of the 2025-2026 business year's ESG report in a way that if the pre-assurance of the 2024-2025 business year's ESG report is not performed and the assurance of the 2025-2026 ESG report qualifies as pre-assurance or as first year audit, then KPMG Hungária Kft. is entitled to an additional fee of HUF 1 250 000 + VAT . Item No. 11 Modification and amendment of the Statutes of the Company The modifications and amendments to the statutes (the " Statutes ") of Zwack Unicum Likőripari és Kereskedelmi Nyilvánosan Működő Részvénytársaság (the " Company "), to be accepted by the general meeting of June 26, 2024 of the Company are the following (with the deletions marked in stricken through , and the insertions marked in underlined : Section 3.1 of the Statutes is updated and modified with respect to the registered activities of the Company: " 3.1 Scope of activity of the Company in accordance with the new statistical classification TEÁOR 2008 2025 introduced as of January 1, 2003 2025 , shall be as follows: , The main activity of the Company: 11.01 Distilling, rectifying and blending of spirits Other scopes of activity of the Company: 46.34 Wholesale of beverages 47.25 Retail sale of beverages in specialised stores 47.2 7 9 Other retail sale of food in specialised stores 47.61 Retail sale of books in specialised stores 47.91 Retail sale via mail order houses or via Internet 62.01 Computer programming activities 62.03 Computer facilities management activities ​Data processing, hosting and related activities ​Web portals 64.20 Activities of holding companies 64.92 Other credit granting 64.99 Other financial service activities, except insurance and pension funding n.e.c. 68.32 Management of real estate on a fee or contract basis ​Public relations and communication activities ​Business and other management consultancy activities ​Advertising agencies ​Media representation 82.92 Packaging activities 91. 21 02 Museums activities The other activities of the Company are listed in the Company Register. " Reason of the amendment: The introduction of TEOR 2025 as of January 1, 2025 (new statistical nomenclature) and the simplification of the respective list. Section 14/A.2 of the Statutes is updated and modified with respect to the registered activities of the Company: " 14/A.2 The competence of the Audit Board shall cover the following : to opinionate on the annual report prepared according to the Accounting Act; monitoring the statutory audit of the annual financial statements, the activities aimed at providing assurance on the sustainability report and the consolidated sustainability report, in particular the implementation thereof, taking into account the Hungarian Chamber of Auditors, the findings and conclusions made during the quality control procedure conducted by the authority performing public oversight of auditors in accordance with Act LXXV of 2007 on Auditing Activities and Public Oversight of Auditors monitoring the statutory audit of the annual report prepared pursuant to the applicable regulations, taking into consideration the findings and statements of the authority supervising auditing activities, made in the course of its quality control procedures set forth in Act LXXV of 2007 on the Hungarian Chamber of Auditors, auditing activities and the supervision of auditors (the "Auditing Act") .; making a recommendation concerning the person and remuneration of the Auditor; preparation of the contract to be concluded with the Auditor ; reviewing and monitoring the independence of the statutory auditor or audit firm (including the independence of the auditor or audit firm appointed to provide assurance on the sustainability report), with particular regard to the specific requirements for the audit of the Company as prescribed by law and the provisions of Article 5 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 repealing Commission Decision 2005/909/EC monitoring compliance with the qualification requirements, with the regulations on conflict of interest, and with requirements on independence on the part of the Auditor, especially taking into consideration Section 5 of Regulation (EU) No 537/2014 of the European Parliament and Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, discharging the duties relating to cooperation with the Auditor, monitoring other services provided by the auditor to the company besides the auditing of the annual report prepared pursuant to the Accounting Act, and - where necessary - tabling recommendations to the Board of Directors or the Supervisory Board for taking measures ; analysis of the financial reporting system and making recommendations when any action is deemed necessary; Attention : This is an excerpt of the original content. 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