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 |
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 |
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 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 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 |
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 |
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 |
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 |
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 |
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.