RB 24/2010 Notice of Convention of an Annual General Meeting of Shareholders – date and agenda
23-05-2010

1. The Management Board of AmRest Holdings SE of Wrocław, Plac Grunwaldzki 25‑27, entered on 22 December 2008 in the Register of Entrepreneurs of the National Court Register by the District Court for Wrocław-Fabryczna, 6th Commercial Division of the National Court Register, entry No. KRS 0000320252 (the “Company” or “AmRest”), acting under Art. 395 § 1, § 2, § 5 and Art. 4021§ 1 of the Code of Commercial Companies and under the provisions of § 13(1) and § 14(1) and (2) of the Company’s Statute, hereby convenes an Annual General Meeting of AmRest Holdings SE to be held on 30 June 2010, 11:00am, at the Company’s registered office at Wrocław, Plac Grunwaldzki 25‑27, with the following agenda:1) Opening of the Meeting2) Election of Chair of the Meeting3) Taking of the register of attendance4) Determination of the correctness of the procedure used to convene the Meeting and its capacity to pass resolutions5) Adoption of the agenda6) Passing of a resolution adopting the Rules of Procedure for the Meeting7) Consideration of the Directors’ Report on the operation of the Company and the AmRest Group in 20098) Consideration of the Company’s Financial Statements for the Financial Year 2009 and the Consolidated Financial Statements for 20099) Consideration of the Report of the Supervisory Board for 200910) Adoption of resolutions:a) Approving the Directors’ Report on the Operation of the Company and the AmRest Group in the Financial Year 2009b) Approving the Company’s Financial Statements for the Financial Year 2009 and the Consolidated Financial Statements for 2009c) Adoption of a resolution on the distribution of the Company’s profit for 200911) Adoption of a resolution on the acknowledgement of the fulfilment of duties entrusted to Members of the Management Board and the Supervisory Board in the financial year 200912) Adoption of a resolution fixing the number of Supervisory Board members13) Adoption of resolutions removing or appointing Supervisory Board members14) Adoption of resolutions fixing the remuneration of Supervisory Board members15) Adoption of a resolution amending the Company’s Statute16) Adoption of a resolution establishing the consolidated text of the Company’s Statute17) Closing of the Meeting
2. Items 12-16 were put on the agenda at the request of BZ WBK AIB Asset Management S.A. of Poznań (“BZ WBK”), acting as a proxy of the following shareholders, who represent a total of 11.07% of the Company’s share capital: Arka BZ WBK Akcji Fundusz Inwestycyjny Otwarty, Arka BZ WBK Zrównoważony Fundusz Inwestycyjny Otwarty, Arka BZ WBK Stabilnego Wzrostu Fundusz Inwestycyjny Otwarty, Arka BZ WBK Akcji Środkowej i Wschodniej Europy Fundusz Inwestycyjny Zamknięty.Considering the above, acting pursuant to Art. 402 § 2, Art. 4021 and Art. 4022 of the Code of Commercial Companies, the Management Board of AmRest Holdings SE hereby informs the Shareholders of the amendments to the Company’s Statute proposed by BZ WBK:2.1. Amendment to § 4(1) of the Statute:2.1.1. Present wording: “The Management Board of the Company shall be authorised to carry out, during a period ending no later than by 1 December 2011, one or more increases in the share capital by a total amount no greater than EUR 106,000 (say: one hundred six thousand Euro) – the authorised share capital.”2.1.2. Proposed wording: “The Management Board of the Company may effect, by 30 June 2013, one or more increases in the share capital, amounting to a total of up to EUR 22,600 (twenty-two thousand six hundred) – the authorised share capital.”2.2. Amendment to § 4(2) of the Statute:2.2.1. Present wording: “The Management Board may issue shares in exchange for cash or in-kind contributions.”Proposed wording: “The authorised share capital may only be used for the following purposes:a) To hold an additional subscription for shares as part of the performance of the Subscription Agreement of 22 April 2010 concluded between the Company and WP Holdings VII B.V.;b) To allocate shares to Company employees under the Management Option Scheme, with a total maximum value of EUR 2,100 (two thosand and one hundred).”2.3. Amendment to § 4(3) of the Statute:2.3.1. Present wording: “No resolutions of the Management Board in matters of determination of the issue price and issue of the shares in exchange for in-kind contributions shall require consent of the Supervisory Board.”2.3.2. Proposed wording: “Resolutions of the Management Board fixing the issue price shall require the consent of the Supervisory Board. The issue price shall not be lower than PLN 75 (seventy-five). The detailed rules regarding the fixing of the issue price under the Management Option Scheme shall be determined by resolution of the General Meeting of Shareholders.”2.4. Amendment to § 4(4) of the Statute:2.4.1. Present wording: “Within the boundaries of the authorised share capital, the Management Board shall be authorised to deprive, whether in full or in part, of the pre-emptive right to shares upon consent of the Supervisory Board.”2.4.2. Proposed wording: “Within the authorised share capital and with the consent of the Supervisory Board the Management Board is authorised to take away, in full or in part, the right to take shares. The consent referred to in the preceding sentence shall be given in a resolution adopted by a majority of four fifths of the votes of Supervisory Board members.”2.5. Amendment to § 7(4) of the Statute:2.5.1. Present wording: “The members of the Management Board shall be appointed for a period of six years.”2.5.2. Proposed wording: “Members of the Management Board shall be appointed for a term of three years.”2.6.  Amendment to § 9(3) of the Statute:2.6.1. Present wording: “The members of the Supervisory Board shall be appointed and revoked by the General Shareholders’ Meeting by the majority of two thirds of votes.”2.6.2. Proposed wording: “Members of the Supervisory Board shall be appointed and removed by the General Meeting of Shareholders by a simple majority of votes.”2.7. Amendment to § 9(4) of the Statute:2.7.1. Present wording: “The members of the Supervisory Board shall be appointed for a period of six years.”2.7.2. Proposed wording: “Members of the Supervisory Board shall be appointed for a term of three years.”
3. Acting pursuant to Art. 402 § 2, Art. 4021 and Art. 4022 of the Code of Commercial Companies, the Management Board of AmRest Holdings SE hereby informs the Shareholders of the proposed amendments to the Company’s Statute related to the performance of the Subscription Agreement entered into on 22 April 2010 between the Company (the “Issuer”) and WP Holdings VII B.V. of Amsterdam, the Netherlands (the “Investor”):3.1. Amendment to § 4(3) of the Statute:3.1.1. Present wording:“No resolutions of the Management Board in matters of determination of the issue price and issue of the shares in exchange for in-kind contributions shall require consent of the Supervisory Board.”3.1.2. Proposed wording:“Resolutions of the Management Board regarding any issues related to increasing the Company’s share capital within the amount of the authorised share capital, including the setting of the issue price and the issuing of shares in exchange for contributions in kind, shall require the consent of the Supervisory Board. The limitations resulting from the preceding sentence are not applicable to any increases in the Company’s share capital for purposes related to the exercise of share options under any motivational programmes for the staff or members of the bodies of the Company or companies from the Company’s capital group which increases have been previously approved by the Supervisory Board.”3.2. Amendment to § 12(2) of the Statute:3.2.1. The following subsections are proposed to be added to § 12(2):"(e) To assume a liability having the nature of a debt in any of the Company’s financial years if such a debt exceeds the amount disclosed in the Company’s annual business plan approved in accordance with § 12(1)(e) by more than 10% of the net value of the assets of teh Company’s capital group recognized in the consolidated balance sheet forming part of the most recent consolidated financial statements of the Company’s capital group;(f) To make an investment in any fixed assets (which mean any payments related to the acquisition of tangible fixed assets, intangible and legal assets or other fixed assets) if in any of the Company’s financial years the value of such fixed assets exceeds any of the following levels: (i) 10% of the amount of the net assets of the Company’s capital group disclosed in the consolidated balance sheet forming part of the most recent approved consolidated financial statements of the Company’s capital group; or (ii) 10% over the amount projected in the Company’s annual business plan approved in accordance with § 12(1)(e).”3.3. Amendment to § 16(1) of the Statute:3.3.1. It is proposed that the following subsec. (f) in § 16(1) be deleted:"(f) purchase or sale by the Company of shares in another company, if the value of such transaction corresponds with the value of at least one third of the Company’s assets shown in the balance sheet of the Company as contained in the last approved financial statement or disclosed in the consolidated balance sheet contained in the last approved consolidated financial statement of the Company’s capital group, if the Company prepares it.”
4. A shareholder or shareholders representing at least 1/20 of the Company’s share capital may, prior to the date of the General Meeting of Shareholders, request that specific items be put on the agenda for the Meeting. The request should be sent to the Company in writing or by email at: wza@amrest.eu in Polish or English, and should be accompanied by a justification or draft resolution regarding the proposed item on the agenda. The request should be made to the Management Board not later than 21 days before the date set for the General Meeting of Shareholders. The relevant shareholder/s should prove their authority to exercise the right referred to above by submitting appropriate documents in writing.A shareholder or shareholders representing at least 1/20 of the Company’s share capital may, prior to the date set for the General Meeting of Shareholders, send to the Company in writing or by email at the following address: wza@amrest.eu draft resolutions in Polish or English regarding the matters on the agenda for the Meeting or matters that are to be put on the agenda. The relevant shareholder/s should prove their authority to exercise the right referred to above by submitting appropriate documents in writing.During the Meeting a shareholder may propose draft resolutions concerning matters on the agenda.Shareholders may participate in the General Meeting in person or by proxy.Pursuant to Art. 4121 § 2 of the Code of Commercial Companies, a proxy to participate in the general meeting of shareholders of a public company and to exercise the voting right must be granted in writing or in an electronic form.The granting of a proxy in an electronic form does not require a safe electronic signature. A proxy should be drawn up in Polish or English and may be sent to the Company prior to the Meeting in an electronic form, as a PDF file of a scan of the proxy with the principal’s signature at the following address:wza@amrest.eu, by 29 June 2010.The Company does not allow participation in the General Meeting of Shareholders by means of electronic communication (including expressing one’s opinions during the Meeting by such means) or the exercise of the voting rights by correspondence, as a result of which no forms to be used for voting by proxy will be published.Representatives of legal persons should be in possession of the original or a notarized copy of the entry in the appropriate register (issued in the last three months) and if their right to represent does not arise from the register then they should possess a written proxy (the original or a notarized copy) and the original or a notarized copy of the entry in the appropriate register current as at the date of issue of such proxy.Shareholders and proxies should have with them a proof of identity with a photo.The Company will establish the list of shareholders entitled to participate in the General Meeting of Shareholders by virtue of having bearer shares on the basis of a list received from the National Depository for Securities on the day of registration of participation in the Meeting, which falls on 14 June 2010.Under Art. 4063 § 1 of the Code of Commercial Companies, shareholders entitled to participate in the General Meeting of Shareholders by virtue of bearer shares having the form of a document may participate in the Meeting if they file with the Company, not later than on the day of registration of participation in the Meeting, a certificate attesting to the submission of their shares to the investment firm UniCredit CAIB Polska S.A. of Warsaw, ul. Emilii Plater 53. The certificate referred to above should state that the share documents will not be released before the date of registration of participation in the General Meeting of Shareholders.The right to attent the General Meeting of Shareholders is only vested in persons being shareholders on the day of registration of participation in the Meeting, i.e. 16 days before the date of the Meeting.A person authorized to participate in the General Meeting of Shareholders may access the full text of the documentation to be presented to the Meeting, of the draft resolutions and comments posted by the Management Board or the Supervisory Board on the Company’s internet site at www.amrest.eu, under bookmark “Relacje inwestorskie” or at the Company’s registered office at Wrocław, Plan Grunwaldzki 25‑27 from 9.00am to 4.00pm, starting from 27 June 2010, where – as required under Art. 407 § 1 of the Code of Commercial Companies – also the list of the shareholders authorized to attend the Meeting will be available.Information regarding the Meeting will be available on the Company’s Internet site at www.amrest.eu, bookmark: “Relacje inwestorskie”.In order to ensure adequate efficiency of the proceedings of the General Meeting of Shareholders the Company’s Management Board would like to ask all Meeting participants to arrive about 30 minutes before the scheduled commencement of the Meeting.Legal basis: § 28(1)(1) of the Ordinance of the Minister of Finance of 19 February 2009 on Current and Periodical Information Submitted by Issuers of Securities and the Requirements for the Recognition as Equivalent of the Information Required under the Laws of Non-Member Countries (Dziennik Ustaw).

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