Zwack Unicum : GM - Resolutions

About this update from Zwack Unicum Nyrt.

Zwack Unicum Plc. RESOLUTIONS of the Annual General Meeting held on June 25, 2025 Resolution of the AGM No. 1/2025. 06. 25. 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 Ms. Gabriella Németh as keeper of the Minutes of the June 25, 2025 Annual General Meeting, and the election of Dr. Attila István Jásdi representative of the shareholder PZHAG, and Mr. Tamás Dániel Tövis, representative of the shareholder Diageo Holdings Netherlands B.V., as confirmers of the Minutes. Number of votes Ratio of votes Yes No Abstention 1 546 135 99.95% 1 545 291 66 778 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 Resolution of the AGM No. 2/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 548 025 99.96% 1 547 372 166 487 Resolution of the AGM No. 3/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 547 437 99.93% 1 546 366 593 478 Resolution of the AGM No. 4/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 548 041 99.94% 1 547 091 190 760 Resolution of the AGM No. 5/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 547 756 99.86% 1 545 575 968 1 213 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 accounting standards (IFRS) Resolution of the AGM No. 6/2025. 06. 25. 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 Number of votes Ratio of votes Yes No Abstention 1 547 682 99.97% 1 547 185 112 385 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 of the AGM No. 7/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 548 127 99.96% 1 547 463 312 352 Resolution on the remuneration of the members of the Board of Directors and the Supervisory Board Resolution of the AGM No. 8/2025. 06. 25. 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 Number of votes Ratio of votes Yes No Abstention 1 545 868 99.84% 1 543 465 657 1 746 Election of members of the Board of Directors, of the Supervisory Board and of the Audit Board Resolution of the AGM No. 9/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 547 269 99.91% 1 545 935 497 837 Resolution of the AGM No. 10/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 546 927 99.94% 1 545 973 608 346 Resolution of the AGM No. 11/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 547 281 99.91% 1 545 950 328 1 003 Resolution of the AGM No. 12/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 547 207 99.90% 1 545 604 109 1 494 Resolution of the AGM No. 13/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 547 090 99.96% 1 546 509 217 364 Resolution of the AGM No. 14/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 545 897 99.93% 1 544 762 433 702 Resolution of the AGM No. 15/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 545 573 99.96% 1 544 900 315 358 Resolution of the AGM No. 16/2025. 06. 25. 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, 2026. Number of votes Ratio of votes Yes No Abstention 1 545 576 99.95% 1 544 732 323 521 Advisory vote on the Remuneration report concerning the business year starting on April 1, 2024 and terminating on March 31, 2025 Resolution of the AGM No. 17/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 545 295 99.83% 1 542 654 2 141 500 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 of the AGM No. 18/2025. 06. 25. 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. Number of votes Ratio of votes Yes No Abstention 1 545 135 99.97% 1 544 635 294 206 Resolution of the AGM No. 19/2025. 06. 25 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 . Number of votes Ratio of votes Yes No Abstention 1 545 545 99.80% 1 542 514 1 466 1 565 Modification and amendment of the Statutes of the Company Resolution of the AGM No. 20/2025. 06. 25. 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 votes Ratio of votes Yes No Abstention 1 544 742 99.96% 1 544 081 72 589 Approval of the consolidated text of the Company's Statutes, including amendments to date Resolution of the AGM No. 21/2025. 06. 25. 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 votes Ratio of votes Yes No Abstention 1 544 948 99.85% 1 542 570 1 792 586 June 25, 2025 Budapest Board of Directors of the Zwack Unicum Plc.

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