About the General Shareholders' Meeting
The General Shareholders' Meeting of AmRest Holdings SE is the supreme governing body of the Company. It can be convened as ordinary or extraordinary, according to the regulations of the Bylaws of the Company, Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company and the Spanish Capital Companies Law (Ley de Sociedades de Capital).
The rules of functioning, competences of the General Meeting, rights of shareholders and form of exercise of their votes are described in detail in the Company's Bylaws available here and in the Regulation of the General Shareholders' Meeting, available here.
General Shareholders' Meeting
The Regulation establishes and specifies the rules governing the working and operation of the General Shareholders’ Meeting of AmRest Holdings SE, the information related to it, attendance at the meetings, as well as the exercise of shareholders’ voting rights, which are all subject to the provisions of the law and the Statute.
All holders of voting shares duly registered in the corresponding book-entry registry five days ahead of the General Shareholders' Meeting may attend and participate in the Meeting with speaking and voting rights.
Any shareholder who has the right to attend may be represented at the General Shareholders' Meeting by another person, even if he/she is not a shareholder, complying with the requirements established for that purpose.
Shareholders, or their representatives, must identify themselves through their national identity document or passport.
The representation is always revocable and the personal assistance of the shareholder to the meeting, either physically or by having cast the vote remotely, will be construed as revocation.
The Shareholder Card will be available on the Company’s webpage www.amrest.eu
Shareholders with the right to attend may grant their proxy representation or cast their vote remotely by delivering the Shareholder Card at the offices of the Company duly completed, by sending it to the Company (a) by postal correspondence to the registered office for the attention of the Legal Department (ref General Meeting), or (b) electronically through the platform available on the Company's corporate website.
On the corporate website of the Company (www.amrest.eu) is available the Shareholders’ Guide that provides detailed information about the way shareholders can exercise their rights to attend, grant proxy representation and vote remotely.
Proxy representations and votes remotely cast by postal or electronic correspondence must be received by the Company, as a general rule, at least 24 hours prior to the date scheduled for holding the General Meeting on first call.
The validity of the proxy representation and of the vote cast remotely is subject to verification by the Company. In case of divergence between the number of shares communicated by the shareholder that grants the proxy representation or cast their vote through remote communication and the number recorded in the book-entry register five days prior to the date on which the Meeting is to be held, the latter number of shares shall be deemed valid for quorum and voting purposes, unless there is evidence to the contrary.
Up to and including the fifth day prior to the General Shareholders' Meeting, shareholders may request in writing the information or clarifications they deem necessary or formulate in writing the questions they deem pertinent about the matters included in the Agenda of the call, of the information accessible to the public that would have been provided by the Company to the National Securities Market Commission (Comisión Nacional del Mercado de Valores) since the last General Shareholders’ Meeting, and of the auditor's reports on the annual accounts and individual management reports of the Company and consolidated with its subsidiaries for the previous year.
In addition, during the Meeting, shareholders may verbally request from the directors the reports or clarifications they consider necessary regarding the items on the Agenda, as well as the information accessible to the public that would have been provided by the Company to the National Securities Market Commission (Comisión Nacional del Mercado de Valores) since the last General Shareholders’ Meeting, and of the auditor's reports.
In accordance with Spanish legislation, for purposes of the holding of the General Shareholders' Meetings, the Company enables an Electronic Shareholders' Forum in order to facilitate communication between the Company’s shareholders (individual shareholders, whether natural persons or legal entities, and voluntary associations of shareholders validly formed and registered with the special registry created for such purpose by the National Securities Market Commission) prior to the holding of such Meetings. The Electronic Shareholders' Forum is available from the date of publication of the notice of the call to the General Shareholders' Meeting until the date of the Meeting
Link to the Shareholders Forum and Electronic voting are as follows:
Shareholders Forum: https://www.shareholders-services.com/foro/REST
Electronic voting: https://www.shareholders-services.com/voto/v2/gateway/REST
By post to the registered office:
AmRest Holdings SE
(to the attention of the Legal Department)
Paseo de la Castellana 163