RB 192/2016 Information on candidates to the Supervisory Board of AmRest
08-12-2016

The Management Board of AmRest Holdings SE (“AmRest”, ”the Company”) informs about receiving on December 8th, 2016 from FCapital Lux S.à.r.l. (“FCapital Lux”), a shareholder holding 6,394,362 shares of the Company, representing app. 30.14% of the total number of AmRest shares, with reference to the Extraordinary Shareholders Meeting called for 24th November 2016 and recessed till 12th December 2016, proposition of following candidates to the Supervisory Board:

Mr. Carlos Fernández González,

Mr. Pablo Castilla Repáraz,

Mr. Mustafa Ogretici.

 

The biographies of candidates:

Mr. Mustafa Ogretici

Mr. Mustafa Ogretici is a British citizen. He specializes in gastronomy and real estate sectors. His experience includes managing restaurants and franchising. He has owned and run restaurants in the United Kingdom since 1997. Since 2005 he has been real estate investor.

Mr. Ogretici graduated with a distinction from Cassio Campus College, Watford, where he studied Business Management and Law.

In accordance with the statement received from Mr. Ogretici, his performances outside the Issuer’s business are not competitive towards the business of the Issuer and the he does not participate in a competitive company as a partner in a registered partnership or other types of partnership, a member of the governing bodies in a corporate organization and does not participate in another competitive legal person as a member of its governing bodies. Mr. Ogretici is not listed in the Insolvent Debtor Register kept in accordance of the Law on National Court Register.

Mr. Ogretici also declared, that he meets all the criteria required for the independent member of the Supervisory Board.

 

Mr. Carlos Fernández González

Over the last 30 years, Mr. Carlos Fernández González has held management positions in various business sectors. These positions were highly complex and required Mr. González to have a high level of skill and responsibility.

He was the CEO (1997-2013) and Chairman of the Board of Directors (2005-2013) of Modelo Group. From the time he was named CEO, up to 2013, this group consolidated its position as the leading brewing company in Mexico, the seventh biggest worldwide and the world's biggest beer exporter.

He has also served on the boards of national and international companies, including Anheuser Busch (US), Emerson Electric Co. (US), Seeger Industrial (Spain), Grupo Televisa (Mexico), Crown Imports, Ltd. (US), Inbursa (Mexico) and Mexican Stock Exchange (Bolsa Mexicana de Valores). He has served on the advisory board of the Modelo Group and has also been a member of the international advisory board at Banco Santander, S.A. and a director of Grupo Financiero Santander México S.A.B de C.V.

Mr. González is currently Chairman of the Board of Directors of Grupo Finaccess S.A.P.I. de C.V. – a company of which he was founder – which is active in Mexico, Spain and the US. He is also an independent director of Banco Santander, S.A. and a non-executive director of Inmobiliaria Colonial, S.A.

Mr. González is an industrial engineer and has also studied on senior management programmes at the IPADE Business School (Instituto Panamericano de Alta Dirección de Empresa).

In accordance with the statement received from Mr. González, his performances outside the Issuer’s business are not competitive towards the business of the Issuer and the he does not participate in a competitive company as a partner in a registered partnership or other types of partnership, a member of the governing bodies in a corporate organization and does not participate in another competitive legal person as a member of its governing bodies. Mr. González is not listed in the Insolvent Debtor Register kept in accordance of the Law on National Court Register.

 

Mr. Pablo Castilla Repáraz

Mr. Pablo Castilla Repáraz is a Spanish citizen. He has been involved in the banking sector working for the Spanish bank Banco Santander, S.A. for the last 30 years and has broad experience in M&A transactions. He currently holds position of Managing Director of Corporate Legal Advice / Legal Manager of corporate transactions of Grupo Santander. His scope of responsibilities includes M&A transactions in many jurisdictions both EU and non–EU. Mr. Pablo Castilla Repáraz held functions of Director of Santander Direkt Bank (Germany), Director of Banco Mercantil (Peru), Non-member Secretary of BT Telecomunicaciones S.A. and Member Secretary of Open Bank, S.A.; and still holds positions as Member Secretary of Santander Investment, S.A. and Secretary of the Investments Committee of Grupo Santander.

Mr. Castilla holds a Bachelor’s Degree of Laws (Universidad de San Pablo) as well as a Master’s Degrees in Tax Legal Advice and EU Law (ICAI – ICADE) and finished Advanced Management Program for Overseas Bankers (the Wharton School of the University of Pennsylvania). He is also a member of the Madrid Bar Association.

In accordance with the statement received from Mr. Castilla, his performances outside the Issuer’s business are not competitive towards the business of the Issuer and the he does not participate in a competitive company as a partner in a registered partnership or other types of partnership, a member of the governing bodies in a corporate organization and does not participate in another competitive legal person as a member of its governing bodies. Mr. Castilla is not listed in the Insolvent Debtor Register kept in accordance of the Law on National Court Register.

Mr. Castilla also declared, that he meets all the criteria required for the independent member of the Supervisory Board.

 

The candidates’ statements are available on www.amrest.eu website in ‘General Meeting of Shareholders’ tab.

FCapital Lux informed also that it will propose the following current Supervisory Board Members: Ms. Zofia Dzik, Mr. Raimondo Eggink, Mr. Łukasz Rozdeiczer-Kryszkowski and Mr. Krzysztof A. Rozen to be dismissed.

The proposed draft resolutions are attached to this report.

 

Legal act:
§ 38 (1) (3) of the Ordinance of the Minister of Finance 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 of 19th February 2009 (Dz.U. 2014 item 133)

and

II 1.5. Code of Best Practice for WSE Listed Companies

Draft resolutions proposed by FCapital Lux S.à.r.l.
file PDF
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