DGAP-Geoinfo-Egyeb: Zwack Unicum Nyrt.: AGM invitation

2013. május 28., kedd, 14:38

Other mandatory report: Zwack Unicum Nyrt.

28 May 2013

Other mandatory report according to the Tpt. and other laws with the objective of Europe-wide distribution.
The issuer is solely responsible for the content of this announcement.

Public Announcement

The Zwack Unicum Plc.
(Zwack Unicum Likőripari és Kereskedelmi Nyrt.)
(H-1026 Budapest, Soroksári út 26.)

hereby notifies its shareholders that the Company shall hold its:

Annual General Meeting ("AGM") on Thursday, June 27, 2013 at 10:00 a.m.

The venue of the AGM shall be: Hotel Mercure Buda
H-1013 Budapest, Krisztina krt. 41-43.

Agenda of the AGM

(1) Report of the Board of Directors on the business activities of the
Company in the business year starting on April 1, 2012 and terminating on
March 31, 2013 and presentation of the related draft Annual Report of the
(2) Report of the Auditor;
(3) Report of the Supervisory Board, including the report of the Audit
(4) Approval of the Corporate Governance Report;
(5) Resolution on the determination and allocation of the after-tax profit
of the Company generated in the business year starting on April 1, 2012 and
terminating on March 31, 2013 ;
(6) Approval of the Annual Report of the Company, including the Balance
Sheet concerning the business year starting on April 1, 2012 and
terminating on March 31, 2013 ;
(7) Approval of the Annual Report of the Zwack Unicum Plc. concerning the
business year starting April 1, 2012 and terminating on March 31, 2013 ,
prepared in accordance with the international accounting standards (IFRS);
(8) Resolution on the remuneration of the members of the Board of Directors
and the Supervisory Board;
(9) Election of members of the Board of Directors, of the Supervisory Board
and the Audit Board;
(10) Election of the Company"s auditor and approval of its remuneration;
(11) Approval of the rules of the Supervisory Board;
(12) Modification and amendment of the Statutes of the Company;
(13) Approval of the consolidated text of the Company"s Statutes, including
amendments to date;
(14) Miscellaneous.

Every registered common share having a nominal value of 1,000 HUF (one
thousand Hungarian Forint) shall entitle its holder to one vote at the AGM.
Shareholders may exercise their rights at the AGM either in person or
through an authorized representative pursuant to a voting card or an
equivalent official certification confirming the right to vote (hereinafter
together: "Voting Card") to be issued by the Board of Directors. In
accordance with Section 213 (4) of the Companies Act, the proxy empowering
its holder to representation shall be incorporated into a public legal
document or a fully evidencing private deed (as described in Section 196 of
the Civil Procedure Code), and shall be submitted prior to obtaining the
certification entitling the certificate holder to the receipt of the Voting

Participating and voting at the AGM shall be reserved to the shareholders
duly entered into the Company"s Share Register the latest 2 (two) working d
ays before the AGM. Shareholders" rights at the General Meeting may be
exercised by the person whose name is contained in the Share Register at 6
PM (Budapest time) on the second business day before the first day of the
Shareholders" Meeting. (Section 304 (3) of the Company Act). Certification
of ownership is not required for the exercise of shareholders" rights; the
entitlement is verified by way of the identification procedure prescribed
in the act on securities and in rules of procedures of the central
depository (KELER Zrt.) (Section 297 (2) of the Company Act). The Company
orders owner identification during which the securities account holders
send the data of shareholders to KELER Zrt. that, on the basis of the
received information, registers shareholders in the Share Registry until
its closing which will be on June 20, 2013. The registration of the
shareholder into the Share Register is the obligation of investment service
firms. The registration of the ownership can be initiated through the
respective investment service firm within the deadline set forth therefore.
Closing the register of shareholders shall not impede the right of a person
whose name is contained in the register of shareholders in transferring his
shares after the closure of the register of shareholders. The transfer of
shares before the opening day of the general meeting shall not preclude the
right of a person whose name is contained in the register of shareholders
from attending the general meeting and from exercising his shareholder"s
rights. (Section 304 (3) of the Company Act).

The registration shall occur on the day of the AGM between 9:00 a.m. and
9:45 a.m. The Company hereby kindly requests its shareholders to bring all
the documents which are required to verify their identity and right to
representation as well as the proxy in the case of an authorized

Shareholders may exercise their shareholders" rights through
representatives. One representative may represent several shareholders;
however, one shareholder may have only one representative. If the
shareholder holds shares of the same company in more than one securities
account, it may authorize different proxy holders for each securities
account. However, with respect to the shares held by the same shareholder,
the votes cannot be different. If different votes are cast in respect of
shares held by the same shareholder, all votes of that shareholder are

If a shareholder exercises its voting right by way of a representative,
then the proxy holder shall cast votes in accordance with the instructions
issued by the appointing shareholder, otherwise its vote is invalid.
(Section 213 (2) of the Company Act). In this regard the shareholders shall
give unequivocal voting instruction in the proxy for the representative and
in case of absence of voting instructions, they shall specifically declare
this in the proxy. If the proxy does not specifically state the
instruction, the Company considers it as absence of instruction. If the
representative received an instruction in writing, the shareholder shall
send a copy signed by himself to the Company. Pursuant to the regulation
stated in Section 213 (2) of the Company Act the representatives shall
declare the instruction of the shareholder in writing before receiving the
voting cards. The representatives shall also declare that they will vote
according to the instruction and informed the Company about all the related

The regulations above do not affect the regulations of the "shareholder"s
nominees" in the meaning of the Capital Market Act.

A group of shareholders controlling at least one per cent of the voting
rights may request in writing the Board of Directors within a period of 8
days after the publication of the present notice to place an issue of their
choosing on the agenda of the AGM, indicating the reason and the purpose
thereof. The group of shareholders controlling at least one per cent of the
voting rights may also submit proposals for resolution in accordance with
the agenda. The shareholder is entitled to participate on the AGM, request
information; make comments and proposals and vote pursuant to the above
conditions. The right of shareholders to information shall not include the
right to inspect the Company"s books and other business documents
containing any business secret.

The key data of the Board of Directors" and the Supervisory Board"s
report, the summary of the proposals relating to the items on the agenda,
and the draft resolutions, key data of the draft annual report prepared
pursuant to the Accounting Act and the total number of shares and voting
rights at the date of convening the general meeting annual report and the
draft proposals for the AGM shall be available for review from June 5, 2013
at the places indicated below. The names of the members of the Board of
Directors and the Supervisory Board and and all monetary and non-monetary
benefits granted to these members in this role, detailed by members and the
legal title for the benefit are also available from the date of the
publication of this notice on the websites of both the Budapest Stock
Exchange (www.bet.hu) and the Company (www.zwack.hu), as well as at the
Company"s Shareholders" Relations Department on business days, between 8.00
a.m. and 4.00 p.m.

In lack of a quorum, the reconvened AGM, with the same agenda, shall be
held at the registered seat of the Company (1095 Budapest, Soroksári út 2
6.), on July 11, 2013 at 10:00 a.m. The reconvened AGM shall have a quorum
irrespective of the actual number of shareholders present.

The main data of the Annual Report of Zwack Unicum Plc. concerning the
business year starting on April 1, 2012 and terminating on March 31, 2013
prepared in accordance with Hungarian accounting principles are as follows:

BALANCE SHEET: in HUF (in thousands; -,000)
Invested assets: 3 729 747
Intangible assets 59 879
Tangible assets 3 604 942
Financial investments 64 926
Current assets: 9 270 379
Inventories 2 567 871
Receivables 2 087 027
Securities 0
Liquid assets 4 615 481
Accrued and deferred assets 127 482
Total assets: 13 127 608

Equity: 11 115 374
Share capital 2 035 000
Capital reserves 264 044
Accumulated profit reserves 7 617 866
Balance sheet profits 1 198 464
Provisions: 213 221
Liabilities: 1 053 448
Accrued expenses: 745 565
Total liabilities: 13 127 608

in HUF (in thousands; -,000)
Net sales revenues 22 262 953
Capitalised value of own performance 255 376
Other revenues 201 720
Material Costs 9 366 657
Payment to personnel 2 539 641
Depreciation reserves 415 689
Other expenditures 9 163 074
Net profit on ordinary business 1 234 988
Net profit on financial transactions 179 668
Regular entrepreneurial profit 1 414 656
Extraordinary profits -121 561
Net profit before taxation 1 293 095
Tax payable 94 631
After-tax profits 1 198 464
Profit reserves used for dividends
Approved dividends
Balance sheet profits 1 198 464

The Board of Directors proposes to the AGM to declare and distribute
dividends amounting altogether to HUF 1 577 125 000 (one billion five
hundred and seventy seven million one hundred and twenty five thousand
forint), that is altogether HUF 775 (seven hundred and seventy five forint)
per share (77,5% in relation to the nominal value) with regard to the
business year starting on April 1, 2012 and terminating on March 31, 2013 .

The audited balance sheet of the Company and the final amount of the
dividends to be declared and distributed shall be approved by the AGM.

May 23, 2013

(H-1095 Budapest, Soroksári u. 26.)

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