The Management Board of AmRest Holdings SE (“AmRest”, ”the Company”) informs about receiving on May 19th, 2014 from one of the AmRest shareholders, WP Holdings VII B.V. (“the Shareholder”), with its registered head office in Amsterdam, the Netherlands, currently holding 6 726 790 shares of AmRest, the notice of intention to nominate Mr. Amr Kronfol (“the Candidate”) as a candidate to the Supervisory Board of the Company during Annual General Meeting of AmRest (“the AGM”) to be convened on June 4th, 2014. According to the notification Mr. Amr Kronfol will replace Mr. Robert Feuer, whom the Shareholder nominated to the Supervisory Board of the Company in 2010 and who intends to resign. The intention of the Shareholder is that the appointment of Mr. Kronfol will only be effective if and when Mr. Feuer resigns from AmRest Supervisory Board.
Mr. Amr Kronfol declared his consent to be candidate to the Supervisory Board of the Company, and confirmed he meets the criteria required for a candidate to the supervisory boards, as provided for in the respective provisions of law.
The biography of the Candidate is enclosed to the regulatory announcement.
The Shareholder, pursuant to the Art. 401 par. 4 of the Code of Commercial Companies, submitted below proposal of draft resolution concerning the item 14 of AmRest Annual General Meeting agenda ("Adoption of a resolutions appointing members of the Supervisory Board") and requested the Management Board of the Company to put it to the vote at the AGM.
Resolution No. 11
of the Annual General Meeting of AmRest Holdings SE (“the Company”)
with its registered seat in Wrocław,
of 4 June 2014
on appointment of the Supervisory Board member
Pursuant to art. 385§1 of the Code of Commercial Companies with regards to art. 9 and art. 53 of the Council Regulation (EC) No. 2157/2001 of 8th October 2001 on the Statute for a European Company (SE) and § 9 (3) of the Company’s Statute and Resolution no. 12 of the Annual General Meeting of the Company of 30 June 2010 on fixing the number of Supervisory Board members, the General Meeting resolves to appoint Mr. Amr Kronfol as a member of the Company’s Supervisory Board.
This resolution comes into force on the day of the effective resignation by Mr. Robert Feuer from the Supervisory Board of the Company.
Rationale of the motion:
As of the date of that motion WP Holdings VII B.V. currently holds 6 726 790 (six million seven hundred and twenty six thousand seven hundred and ninety) shares of the Company, carrying right to 6 726 790 (six million seven hundred and twenty six thousand seven hundred and ninety) votes in the Company, which constitute 31.71% of the share capital of the Company and 31.71% of the total number of votes in the Company.
Therefore the Shareholder is entitled to propose the draft resolutions concerning items covered by the agenda of the AGM on the basis of the Article 401 § 4 of the Code of Commercial Companies.
§ 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)
II 1.5. Code of Best Practice for WSE Listed Companies