RB 55/2015 Change in the agenda of Annual General Meeting of AmRest convened for May 19th, 2015
29-04-2015

In regards to RB 52/2015 dated April 22nd, 2015, the Management Board of AmRest Holdings SE (“AmRest”, ”the Company”) informs about receiving on April 28th, 2014 from one of the AmRest shareholders, WP Holdings VII B.V. (“the Shareholder”), with its registered head office in Amsterdam, the Netherlands, holding currently 6 726 790 shares of AmRest, a motion for supplementing the agenda of the Annual General Meeting of AmRest (“the AGM”) convened for May 19th, 2015 with a following point:

“Adoption of a resolution on fixing the remuneration of the Supervisory Board members.”

 

Rationale of the motion received from the Shareholder:

The general remuneration policy of the Supervisory Board members has not been discussed since 2011. In the Shareholder’s view, current rules should be reviewed by the AGM to make them more aligned with the growing value and market standing of the Company. The Shareholder also believes that the remuneration of the Supervisory Board members should be diversified and dependent on the functions performed by each member, and consequently their involvement in performing the supervisory duties over the Company.

As of the date of the motion WP Holdings VII B.V. with its seat in Amsterdam, the Netherlands, 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 demand the agenda of the AGM to be supplemented on the basis of the Article 401 § 1 of the Code of Commercial Companies.

 

Accordingly, the Company hereby announces the amended agenda:

1)      Opening of the Annual General Meeting.

2)      Election of the Chairman of the Annual General Meeting.

3)      Drawing up the attendance list.

4)      Determination of the correctness of the procedure used to convene the Annual General Meeting and its capacity to pass resolutions.

5)      Adoption of the agenda of the Annual General Meeting.

6)      Examination of the Management Board report on the activity of the Company and AmRest Holdings SE capital group in the financial year 2014.

7)      Examination of the Company’s financial statements for the financial year 2014 and the consolidated financial statements in the financial year 2014.

8)      Examination of the Supervisory Board report for the financial year 2014.

9)      Adoption of resolutions:

a)      approving the Management Board report on the activity of the Company and AmRest Holdings SE capital group in the financial year 2014,

b)      approving the Company’s financial statement for the financial year 2014 and the consolidated financial statements of AmRest Holdings SE capital group for the financial year 2014,

c)       regarding the covering of the Company’s loss for the financial year 2014.

10)   Adoption of a resolution on granting the approval of the performance by the members of the Management Board and the Supervisory Board of their duties in the financial year 2014.

11)   Adoption of a resolution on the authorization of Company’s Management Board to acquire Company’s own shares and on the reserve capital for the acquisition of own shares under Art. 362 § 1 (8) of the Code of Commercial Companies.

12)   Adoption of a resolution regarding revocation and appointment of the Supervisory Board member.

13)   Adoption of a resolution on fixing the remuneration of the Supervisory Board members.

14)   Closing of the Meeting.

 

Legal act:
§ 38 Sec. 1 Point 1 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 1.8. Code of Best Practice for WSE Listed Companies

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