RB 08/2008 Information on the Code of Best Practice of WSE Listed Companies
24-01-2008

The Management Board of AmRest Holdings N.V., with reference to the Code of Best Practice of WSE Listed Companies, hereby gives notice of the non-application of the following practices: No II.1.4, II.1.6, II.1.12, II.3, III.7 and III.8.
 
 
Practice II.1.4
 
A company should operate a corporate website and publish (...) the date and place of a General Meeting, its agenda and draft resolutions together with their legal basis as well as other available materials related to the company’s General Meetings, at least 14 days before the set date of the General Meeting;
 
AmRest regulatory announcements, including the information regarding the date and place of a General Meeting, its agenda and draft resolutions together with their legal basis as well as other available materials related to the company’s General Meetings, likewise other regulatory announcements are published on the Company’s corporate website. However, in case of draft resolutions, the 14 days period, included in this practice, is not fulfilled. The regulatory announcement, including the draft resolutions, is published not later than 8 days prior to the date of General Meeting, pursuant to §97.5 of Regulation of the Minister of Finance dated October 19th 2005 on current and periodic information to be published by issuers of securities.
 
 
Practice II.1.6
 
A company should operate a corporate website and publish (...) annual reports on the activity of the Supervisory Board taking account of the work of its committees together with the evaluation of the work of the Supervisory Board and of the internal control system and the significant risk management system submitted by the Supervisory Board;
 
The AmRest Supervisory Board does not prepare the report describing the Supervisory Board’s activities in the financial year. The Supervisory Board report covers solely the evaluation of the Company’s financial standing and is published in a manner of regulatory announcement just before the General Meeting of Shareholders. AmRest’s Supervisory Board is of the opinion that current size of the Company’s operations does not require the creation of such report. The decision of preparing such report will be made when the Company’s operations size requires it.
 
 
Practice II.1.12
 
A company should operate a corporate website and publish (...) where the company has introduced an employee incentive scheme based on shares or similar instruments – information about the projected cost to be incurred by the company from to its introduction;
 
Information regarding the cost of the AmRest stock option plan is not provided separately on the Company’s corporate website. This information is however included in the note to the financial statement of the Company (in case of annual statements) and in the statement of changes in equity (quarterly statements).  
 
 
Practices III.1. 1) and 2)
 
In addition to its responsibilities laid down in legal provisions the Supervisory Board should:
1) once a year prepare and present to the Ordinary General Meeting a brief assessment of the company’s standing including an evaluation of the internal control system and the significant risk management system;
2) once a year prepare and present to the Ordinary General Meeting an evaluation of its work;
 
The AmRest Supervisory Board does not prepare the report describing the Supervisory Board’s activities in the financial year. The Supervisory Board report covers solely the evaluation of the Company’s financial standing and is published in a manner of regulatory announcement just before the General Meeting of Shareholders. AmRest’s Supervisory Board is of the opinion that current size of the Company’s operations does not require the creation of such report. The decision of preparing such report will be made when the Company’s operations size requires it.
 
 
Practices III.7 and III.8
 
7. The Supervisory Board should establish at least an audit committee. The committee should include at least one member independent of the company and entities with significant connections with the company, who has qualifications in accounting and finance. In companies where the Supervisory Board consists of the minimum number of members required by law, the tasks of the committee may be performed by the Supervisory Board.
8. Annex I to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors… should apply to the tasks and the operation of the committees of the Supervisory Board.
 
So far no separate committees have been created within the Supervisory Board. AmRest’s Supervisory Board is of the opinion that current size of the Company’s operations does not require the creation of such committees. The decision of setting up the audit and other committees will be made when the Company’s operations size requires it.
 
 
 
Legal act:
Regulamin GPW §29 ust .3

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