RB 27/2007 General Meeting of Shareholders Announcement
04-06-2007

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:
 
The Pre-Meeting of the General Meeting of Shareholders (the "Pre-Meeting") of the Company will be held on Tuesday, 26 June 2007, at 10.00 a.m. (CET) at the Pizza Hut restaurant, ul. M. Curie-Sklodowskiej 1, Wroclaw, Poland.
 
The General Meeting of Shareholders (the "General Meeting") of the Company will be held on Thursday, 28 June 2007, at 10.00 a.m. (CET) at Hilton Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands.
 
The agenda of the Pre-Meeting and the General Meeting read as follows:
 

  1. Opening.
  2. Approval for the Management Board to merge AmRest Acquisition Subsidiary Inc. (100% subsidiary of AmRest Holdings N.V.) with US Strategies Inc. in order to effectively acquire 100% stake in OOO Pizza Nord – operator of restaurant business in Russia.
  3. Authorize the Management Board to issue shares on account of the reserves of the Company as a part of the AmRest Acquisition Subsidiary Inc. and US Strategies Inc. merger consideration.
  4. Amendment of the Articles of Association of the Company to increase the authorised capital up to EUR 160,000.00, divided into 16,000,000 shares with a nominal value of EUR 0.01 each;
  5. Closing.

 
The agenda, the explanatory notes, the proposed amendment of the Articles of Association and all related documentation for the General Meeting are deposited for inspection by the shareholders at the registered office of the Company at Prins Bernhardplein 200, Amsterdam, The Netherlands and at the business office at Szymanowskiego 2, Wroclaw, Poland and is also made available through the Company’s web site at http://www.amrest.eu, from today until after the end of the General Meeting. 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 General Meeting shall accrue to the shareholders who will deposit the depositary certificates confirming the right to participate in a Pre-Meeting and the General Meeting at the office of the Company in Wroclaw at ul. Szymanowskiego 2. 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 29 June, 2007.
 
The depositary certificates may be deposited as of the date of this announcement until 21 June, 2007. The depositing of the certificate will be evidenced by a confirmation issued by the Company. The depositing of the depositary certificate shall serve as a ticket of admission to the Pre-Meeting and the General Meeting.
 
The right to attend and to exercise rights in the Pre-Meeting and/or the General Meeting can be exercised by proxy authorised in writing, provided the written power of attorney is received by the Board of Management no later than on 21 June, 2007.
 
At the Pre-Meeting, the shareholders will be given the opportunity to authorise members of the Management Board to attend the General 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:
 
Dawid Książczak
AmRest Holdings N.V
ul. Szymanowskiego 2
51-609 Wroclaw
Poland

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