RB 31/2008 Annual General Meeting of Shareholders Announcement
25-05-2008

The Management Board of AmRest Holdings N.V. (“AmRest”), 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 20 June 2008 at Radisson SAS Hotel, ul. Purkyniego 10, Wroclaw, Poland. The Pre-Meeting of the General Meeting of Shareholders will begin at 5.00 p.m. (CET).
 
2) The Annual General Meeting of Shareholders (the "Annual Meeting") of the Company will be held on Monday 23 June 2008 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.

 

  1. Report of the Management Board on the Annual Accounts for the financial year 2007.

 

  1. Discussion and adoption of the 2007 annual accounts.

 

  1. Proposal to release the members of the Supervisory Board and the Management Board from liability for the exercise of their respective duties for the financial year 2007. 

 

  1. Distribution of profits for the financial year 2007.

 

  1. Supervisory Board complementation – election of new Supervisory Directors.

 

  1. Management Board complementation – election of new Managing Directors.

 

  1. Discussion and adoption of the Management Board’s proposal to convert AmRest from a form of limited liability company (naamloze vennootschap) into European Company (SE); including adoption of the proposals: (i) to approve draft terms of conversion, (ii) to convert the company into an SE (iii) to approve the proposed Articles of Association; (iv) to amend the Articles of Association according to annex B of the draft terms of conversion, (v) to authorize the Management Board of the Company, as well as each lawyer of the law firm Houthoff Buruma N.V., each of them individually, to apply for the Ministerial Certificate of No Objection and to sign the Deed of Amendment of Articles of Association.

 

  1. Discussion and approval of the Management Board’s proposition to adopt International Financial Reporting Standards (IFRS), as the accounting standards within the AmRest Group.

 

  1. Strategy update by the AmRest Management Board

 

  1. Closing.

 
 
The agenda, the explanatory notes thereto, and all related documentation for the Annual Meeting will be 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 Annual 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 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. 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 24 June, 2008.
 
The depositary certificates may be deposited as of the date of this announcement until 13 June, 2008. The 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 Board of Management no later than on 13 June, 2008.
 
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
For the attention: Dawid Książczak
AmRest Holdings N.V
ul. Szymanowskiego 2
51-609 Wroclaw
Poland

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