RB 16/2006 Annual General Meeting of Shareholders Announcement
27-04-2006

The Management Board of AmRest Holdings N.V., pursuant to the articles 29 and 32 of the Company’s Articles of Association and the article 39.1.1. of the Regulation of the Minister of Finance dated October 19th 2005 on current and periodic information, hereby announces that:
 
1) The Pre-Meeting of the General Meeting of Shareholders (the "Pre-Meeting") of the Company will be held on Friday 19 May 2006 at The Rodeo Drive restaurant Rynek 26/27, Wroclaw, Poland. The Pre-Meeting of the General Meeting of Shareholders will begin at 09.00 a.m. (CET).
 
2) The Annual General Meeting of Shareholders (the "Annual Meeting") of the Company will be held on Monday 22 May 2006 at Hilton Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands. The General Meeting of Shareholders will begin at 10.00 a.m. (CET).
 
The agenda of the Pre-Meeting and the Annual Meeting:
 

  1. Opening.
  2. Report of the Management Board on the Annual Accounts for the financial year 2005.
  3. Discussion and adoption of the 2005 annual accounts.
  4. Proposal to release the members of:
    1.  the Supervisory Board and
    2. the Management Board

from liability for the exercise of their respective duties for the financial year 2005.

  1. Resolution on the distribution of profits for 2005.
  2. Approval of the introduction of the Stock Option Plan (SOP).
  3. Authorisation for the Management Board to increase the Company share capital to fund the Stock Option Plan, up to a maximum of 3% of the issued share capital. The above authorisation shall expire after the lapse of five years from the date of the Annual Meeting.
  4. Appointment of the auditor of the Company.
  5. Closing.

 
The agenda, the explanatory notes thereto, and all related documentation for the Annual Meeting are deposited for inspection by the shareholders at the registered office of the Company at Rokin 55, Amsterdam, the Netherlands, and at the business office at M. Sklodowskiej-Curie 1, Wroclaw, Poland and is also made available through the Company’s web site at http://www.amrest.com.pl/raporty_finansowe.php. Copies may be obtained free of charge.
 
Pursuant to articles 31.11 and 33.5 of the Company’s Articles of Association the right to participate in a Pre-Meeting and the Annual Meeting shall accrue to the shareholders who will deposit the depositary certificates confirming the right to participate in a Pre-Meeting and the Annual Meeting at the office of the Company in Wroclaw at ul. M. Sklodowskiej-Curie 1. The date of validity of the depositary certificate and hence the date of release of the blockade of the shares specified in the depositary certificate shall expire not earlier than on 23 May, 2006.
 
The depositary certificates may be deposited until 17 May, 2006. The depositing of the certificate will be evidenced by a confirmation issued by the Company. The confirmation of depositing of the depositary certificate shall serve as a ticket of admission to the Pre-Meeting and the Annual Meeting.
 
The right to attend and to exercise rights in the Pre-Meeting and/or the Annual Meeting can be exercised by proxy authorised in writing, provided the written power of attorney is received by the Management Board no later than on 17 May 2006.
 
At the Pre-Meeting, the shareholders will be given the opportunity to authorise members of the Management Board to attend the Annual Meeting and to exercise their voting rights on their behalf in accordance with their instruction.
 
All communications to the Management Board in connection with the foregoing must be addressed as follows:
 
Dzial Prawny
AmRest Holdings N.V
ul. M. Sklodowskiej-Curie 1
50-381 Wroclaw
Poland

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