AmRest Holdings SE
Individual annual report 2022
Annual Accounts and Directors’ Report
for the year ended 31 December 2022
AmRest Holdings, SE 
27 FEBRUARY 2023
Annual Accounts
Balance sheet as of 31 December 2022 ....................................................................................................................................
Income Statement for the year 2022 ..........................................................................................................................................
Statement of recognized income and expenses for the year 2022 .......................................................................................
Statement of cash flows for the year 2022 .................................................................................................................................
Total statement of changes in equity for the year 2022 ...........................................................................................................
Notes to the Annual Accounts ......................................................................................................................................................
1.General information ........................................................................................................................................................
2.Basis of preparation ........................................................................................................................................................
3.Accounting policies .........................................................................................................................................................
4. Financial Risk Management ..........................................................................................................................................
5.Financial instruments .....................................................................................................................................................
6.Investments in group companies .................................................................................................................................
7.Financial Assets at amortized cost ...............................................................................................................................
8.Financial assets at cost ..................................................................................................................................................
9.Cash and cash and equivalents ...................................................................................................................................
10.Equity ................................................................................................................................................................................
11.Distribution of profit .........................................................................................................................................................
12.Financial liabilities at amortized cost ...........................................................................................................................
13.Employee benefits and share based payments .........................................................................................................
14.Provisions .........................................................................................................................................................................
15.Taxation ............................................................................................................................................................................
16.Income and expenses ....................................................................................................................................................
17.Related parties balances and transactions .................................................................................................................
18.Remuneration of the board of directors and senior executives ...............................................................................
19.Other information ............................................................................................................................................................
20.Audit fees .........................................................................................................................................................................
Signatures of the Board of Directors ...........................................................................................................................................
Balance sheet as of 31 December 2022
 
Notes
31 December 2022
31 December 2021
Assets 
 
 
Intangible assets 
 
0.1
0.1
Non-current investment and loans in group companies  
 
606.9
620.3
Investments in group companies 
6 and 8
444.6
441.8
Loans to group companies 
5, 7 and 17
162.3
178.5
Non-current financial investments 
5 and 7
0.1
0.1
Deferred tax assets
15
8.3
3.3
Total non-current assets 
615.4
623.8
Trade and other receivables 
4.3
4.3
Other receivables from group companies 
5, 7 and 17
3.2
1.8
Other trade receivables 
5 and 7
0.2
0.3
Current tax assets 
15
0.8
2.1
Other tax receivables
15
0.1
0.1
Investments and loans in group companies 
5, 7 and 17
77.2
76.5
Loans to group companies 
70.6
75.3
Other financial assets 
6.6
1.2
Other current assets
5 and 7
0.1
0.1
Cash and cash equivalents 
9
19.1
4.7
Total current assets 
100.7
85.6
TOTAL ASSETS 
716.1
709.4
Capital and Reserves and adjustments for changes in value
 
Share capital 
 10.1
22.0
22.0
Share premium 
10.6 
237.3
237.3
Reserves 
10.2 y 11
107.5
95.2
Treasury shares and equity instruments 
10.3 
(3.7)
(4.0)
Profit for the period 
11
(4.8)
12.3
Other equity instruments 
10.4 
(20.1)
(25.3)
Adjustments for changes in value 
10.5
(6.7)
(6.7)
TOTAL EQUITY 
 
331.5
330.8
Liabilities 
 
 
Non-current provisions 
14
0.1
0.1
Non-current financial liabilities 
5 and 12
339.6
298.1
Loans and borrowings from financial institutions 
304.1
262.6
      Other financial debt 
35.5
35.5
Total non-current liabilities 
339.7
298.2
Loans and borrowings from financial institutions
5 and 12
35.8
28.6
Other financial debt
5 and 12
0.4
48.0
Current debts with group companies
5, 12 and 17
5.8
1.6
Trade and other payables 
2.9
2.2
Trade and other payables to third parties 
5 and 12
0.2
0.1
Trade and other payables to group companies 
5, 12 and 17
1.0
1.6
Personnel (salaries payable) 
0.1
0.3
Other payables with tax administration 
15
1.6
0.2
Total current liabilities 
 
44.9
80.4
TOTAL LIABILITES 
 
384.6
378.6
TOTAL EQUITY AND LIABILITIES 
 
716.1
709.4
The accompanying notes are an integral part of the Annual Accounts for 2022
(all figures in EUR millions unless stated otherwise)
5
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Income Statement for the year 2022
YEAR ENDED
 
Notes
31 December 2022
31 December 2021
Revenues
16.1 and 17
24.3
23.5
Dividends received from subsidiaries
16.7
15.6
Net income from the stock option plan
-
0.3
Finance income from group companies 
7.6
7.6
Personnel expenses
16.2
(0.5)
(0.9)
Other operating expenses
16.3
(2.1)
(3.2)
Impairments of investments in group companies
7 and 17
(18.8)
(0.2)
Depreciation
(0.1)
(0.1)
Results from operating activities
2.8
19.1
Finance expenses
16.5
(16.5)
(11.5)
Exchange rates gains and losses
16.6
1.7
1.7
Net finance income (expense)
(14.8)
(9.8)
Profit before income tax
(12.0)
9.3
Income tax expense
15
7.2
3.0
Profit for the period
11
(4.8)
12.3
The accompanying notes are an integral part of the Annual Accounts for 2022
Statement of recognized income and expenses for the year 2022
YEAR ENDED
 
Notes
31 December 2022
31 December 2021
Profit for the period
 
(4.8)
12.3
Income from measurement of non-current financial investments
-
-
Tax impact from measurement of non-current financial investments
 
-
-
Total recognized income and expenses for the period
(4.8)
12.3
The accompanying notes are an integral part of the Annual Accounts for 2022
(all figures in EUR millions unless stated otherwise)
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AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Statement of cash flows for the year 2022
Notes 
31 December 2022
31 December 2021
Cash flows from operating activities 
 
 
Profit before tax
 
(12.0)
9.3
Adjustments: 
 
9.4
(13.3)
Impairment losses 
7 and 17
18.8
0.2
Dividends from subsidiaries 
16.1
(16.7)
(15.6)
Share based payment plan revenue 
16.1
-
(0.3)
Depreciation
0.1
0.1
Finance income 
16.1
(7.6)
(7.6)
Finance expenses 
16.5
16.5
11.5
Exchange gains/losses 
16.6
(1.7)
(1.7)
Personnel expenses SOP
-
0.1
Changes in operating assets and liabilities 
1.9
0.4
Trade and other receivables 
1.1
2.6
Trade and other payables 
0.8
(2.2)
Other cash flows from operating activities 
 
(6.4)
10.5
Interest paid 
 
(9.4)
(11.0)
Interest received 
 
1.9
4.4
Dividends received from subsidiaries 
 
-
17.8
Income tax payment 
 
1.1
(0.7)
Net cash provided by operating activities 
 
(7.1)
6.9
Cash flows from investing activities 
 
Increase in investments loans and borrowings with group companies 
5, 7 and 17
(10.3)
(68.2)
Proceeds from investment loans and borrowings with group
companies 
5, 7 and 17
17.9
68.8
Net cash used in investing activities 
 
7.6
0.6
Cash flows from financing activities 
 
Proceeds from disposals of own shares (employees options) 
10.4 
-
0.5
Proceeds from debts with financial institutions 
5 and 12
99.4
-
Proceeds from debt with group companies 
5, 12 and 17
4.7
-
Repayment of debt with financial institutions 
5 and 12
(56.6)
(59.0)
Repayment of other debts 
5 and 12
(33.6)
(18.5)
Net cash provided by/(used in) financing activities 
 
13.9
(77.0)
Net change in cash and cash equivalents 
 
14.4
(69.5)
Balance sheet change of cash and cash equivalents” 
 
14.4
(69.5)
Cash and cash equivalents at the beginning of the period 
9
4.7
74.2
Cash and cash equivalents as of the end of the period 
9
19.1
4.7
The accompanying notes are an integral part of the Annual Accounts for 2022
(all figures in EUR millions unless stated otherwise)
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AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Total statement of changes in equity for the year 2022
  
Share
capital
(Note 10)
Share
premium
(Note 10)
Legal  
Reserve
(Note 10)
Voluntary
Reserves   
(Note 10)
Treasury 
shares     
(Note 10)
Profit or
loss for
the period
(Note 11)
Other
Equity   
instruments   
(Note 10)
Adjustment for
changes
in value   
(Note10)
Total
Equity
As of 31 December 2020
22.0
237.3
4.1
56.8
(6.5)
34.3
(23.4)
(6.7)
317.9
Total recognised income and expense
-
-
-
-
-
12.3
-
-
12.3
Transactions on own shares and equity holdings (net)
-
-
-
-
2.5
-
(1.9)
-
0.6
Transfer of profit or loss to reserves
-
-
0.3
34.0
-
(34.3)
-
-
-
As of 31 December 2021
22.0
237.3
4.4
90.8
(4.0)
12.3
(25.3)
(6.7)
330.8
Total recognised income and expense (Note 11)
-
-
-
-
-
(4.8)
-
-
(4.8)
Transactions on own shares and equity holdings (net) 
-
-
-
-
0.3
-
5.2
-
5.5
Transfer of profit or loss to reserves 
-
-
-
12.3
-
(12.3)
-
-
-
As of 31 December 2022
22.0
237.3
4.4
103.1
(3.7)
(4.8)
(20.1)
(6.7)
331.5
The accompanying notes are an integral part of the Annual Accounts for 2022
(all figures in EUR millions unless stated otherwise)
8
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Notes to the Annual Accounts
1.General information
AmRest Holdings, SE (“The Company”. “AmRest”) was incorporated in the Netherlands in October 2000 and since 2008
the Company operates as European Company (Societas Europaea. SE). The Company’s registered is Paseo de la
Castellana, 163 28046 Madrid, Spain.
The main activity of the Company is the subscription, possession, management and transfer of securities and shares of
other companies, with the exemption of those subject to specific regulations.
The Company is the parent of a group in the terms established in article 42 section 2 of the Commercial Code and
prepares its consolidated financial statements under IFRS. The Group operates Kentucky Fried Chicken (“KFC”), Pizza
Hut (“PH”), Burger King (“BK”) and Starbucks (“SBX”) restaurants through its subsidiaries in Poland, the Czech Republic
(hereinafter Czechia), Hungary, Slovakia, Russia, Serbia, Croatia, Bulgaria, Romania, Germany, France, Austria,
Slovenia and Spain, on the basis of franchise rights granted. Starting from 1 October 2016 the Group as a master-
franchisee has the right to grant a license to third parties to operate Pizza Hut Express and Pizza Hut Delivery
restaurants (sub-franchise) in countries of Central and Eastern Europe, while ensuring a certain share of restaurants
operated directly by AmRest. Pizza Hut restaurants acquired in France in May 2017 are operated both by AmRest and its
sub-franchisees based on master-franchise agreements ("MFA"). As previously announced, due to termination of Pizza
Hut Master Franchise Agreements in Russia and Germany, the Pizza Hut restaurants on these markets were transferred
in Q2 2022 and Q4 2022, respectively, to two different counterparties designated by Yum! In December 2022 AmRest
entered  into a share purchase agreement with Almira OOO, for the sale of its KFC restaurant business in Russia. The
closing of the Transaction is subject to the approval by competition authority in Russia, the consent by Yum! Brands Inc.-
brand owner and to other regulatory authorizations that may be applicable in Russia.
In Spain and Portugal the Group operates its own brand La Tagliatella. This business is based on operating equity and
franchise restaurants and is supported by the central kitchen located in Spain which produces and delivers products to
the whole network. In China the Group operates its own brand called Blue Frog.
In 2018 the Group acquired the Bacoa and Sushi Shop brands, as a result of which it operates proprietary and franchise
restaurants. Bacoa is operating in Spain and Sushi Shop in France, Belgium, Spain,  Switzerland, United Kingdom,
Luxembourg, Italy, United Arab Emirates and Saudi Arabia. Bacoa is a  primarily premium burger concept in Spain, and
Sushi Shop is the operator of the leading European chain of Japanese cuisine restaurants.
On 27 April 2005, the shares of AmRest Holdings, SE were quoted for the first time on the Warsaw Stock Exchange
(“WSE”) and on 21 November 2018 were quoted on the Madrid, Barcelona, Bilbao, and Valencia Stock Exchanges,
through the Spanish Automated Quotation System (Sistema de Interconexión Bursátil - SIBE).  Since 21 November 2018
Armrest’s shares have been quoted simultaneously on both above stock exchanges (dual listing).
As of 31 December 2022, FCapital Dutch, S.L. is the largest shareholder of AmRest Holdings and held 67.05% of its
shares and voting rights. The parent entity of the Group on the top level is Grupo Finaccess.
These annual accounts have been prepared and approved by the Company’s Board of Directors on 27 February 2023.
The Board of Directors considers that the annual accounts for 2022 will be approved with no changes by the
shareholders at their annual general meeting.
Simultaneously, the Board of Directors has formulated the consolidated financial statements of AmRest Holdings, SE and
its Subsidiaries for the financial year 2022, which show consolidated profit of Euros 6.6 million and consolidated Equity of
Euros 331.2 million (profit of Euros 35.4 million and 307.5 million, respectively for the financial year 2021).
(all figures in EUR millions unless stated otherwise)
9
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
2.Basis of preparation
True and fair view
The Annual Accounts for 2022 have been prepared on the basis of the accounting records of AmRest Holdings SE by the
Company’s Board of Directors in accordance with current commercial legislation and with the rules established in the
General Accounting Plan approved by Royal Decree 1514/2007 and the modifications incorporated thereto, the last being
those incorporated by Royal Decree 1/2021, of 12 December, effective for fiscal years beginning on or after January 1,
2022, in order to give a true and fair view of the Company’s equity and financial position as of 31 December 2022 and
results of operations, changes in equity and cash flows for the year then ended 31 December 2022.
The preparation of the Annual Accounts requires the Company to use certain estimates and judgments regarding the
future that are continually evaluated and based on historical experience and other factors, including expectations of future
events that are believed to be reasonable, under the circumstances.
The estimates and judgments more complex or with a higher impact in the carrying amounts of the assets and liabilities
are related to:
The recoverability of the investments, and the corresponding valuation adjustments for the difference between the book
value and the recoverable amount. In the determination of the impairment estimate of these investments (always that
there are impairment evidences), the future cash flows expected to be generated by the investees are taken into account
using hypotheses based on the existing market conditions).
For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses
a finite difference method. The assumptions and models used for estimating fair value for share-based payment
transactions are disclosed.
Despite the fact that the estimates made by the Board of Directors of the Company were calculated based on the best
information available at 31 December 2022, it is possible that events which may occur in the future will make it necessary
to modify them in later financial years. The effect on the separated financial statements deriving from the adjustments
made in later financial years will be recorded prospectively.
Aggregation of items
To facilitate the understanding of the balance sheet and profit and loss account, some items of these statements are
presented in a grouped manner, with the required analyses presented in the corresponding notes of the report.
Comparative information
Each item of the balance sheet, the statement of profit and loss, the statement of changes in equity, the statement of
recognized income and expenses, the statement of cash flows, and the notes of the annual accounts present for
comparative purposes, the amounts from the previous financial year, which formed part of the annual accounts of the
financial year ended 31 December 2021, approved by the Shareholders on 12 May 2022.
Functional and presentation currency
The annual accounts are presented in euros, which is the functional and presentation currency of the Company.
(all figures in EUR millions unless stated otherwise)
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AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
3.Accounting policies
3.1 FINANCIAL ASSETS
■Financial assets at amortized cost:
There are included in this category those financial assets, even those admitted to negotiation in an organized market, in
which the Company has the investments with the purpose for obtaining cash flows from the execution of the contract, and
the contractual conditions from these financial assets give in determined dates cash flows that are the reimbursement of
the principal and interest from the remaining amounts.
The contractual cash flows that are only reimbursement of principal and interest from the remaining principal amount that
are implicit to an agreement that has the feature as a common loan without prejudice that the operation as a zero interest
or lower than the market stablishes.
This category includes credits for commercial operations and credits for non-commercial operations:
a)Credits for commercial operations are those financial assets that are originate in the sale of goods and the provision
of services for traffic operations of the company with deferred collection, and
b) Credits for non-commercial operations are those financial assets that, not being equity instruments or derivatives,
they have no commercial origin and whose collections are of a determined or determinable amount, which come from
loan operations or credit granted by the company.
Initial measurement
The assets recognized in this category are initially recognized at fair value, which will be equal to the fair value of the
consideration given, plus the transaction costs that are directly attributable to them.
However, credits for commercial operations with a maturity not exceeding one year and do not have an explicit
contractual interest rate, as well as loans to personnel, dividends receivable and disbursements required on Equity
instruments, whose amount is expected to be received in the short term, can be valued at its value nominal when the
effect of not updating the cash flows is not significant.
Subsequent measurement
Financial assets included in this category will be valued at their amortized cost. The accrued interest will be recorded
in the profit and loss account, applying the effective interest rate method.
However, credits maturing no more than one year, that, in accordance with the provided in the previous section, are
initially valued at their nominal value, they will continue being valued for said amount, unless they have impaired.
When the contractual cash flows of a financial asset change due to financial difficulties of the issuer, the company will
analyze whether it is appropriate to record an impairment loss.
Impairment
The necessary valuation corrections are made, at least at annual closing date, and whenever there is objective
evidence that the value of a financial asset, or of a group of financial assets with similar risk characteristics valued
collectively, has been impaired as a result of one or more events that have occurred after its initial recognition and
that cause a reduction or delay in future estimated cash flows, which may be motivated by the insolvency of the
debtor.
The impairment loss is calculated as the difference between net book value and the current value of future cash
flows, including, where appropriate, those from the execution of real and personal guarantees, which is estimated to
be generated, discounted at the effective interest rate calculated at the time of initial recognition.
Impairment losses adjustments, as well as their reversal when the amount of said loss decreases for reasons related
to a subsequent event, are recognized as an expense or income, respectively, in the profit and loss account. The
reversal of impairment is limited to the book value of the asset that would be recognized on the reversal date if the
impairment had not been recorded.
(all figures in EUR millions unless stated otherwise)
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AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
■Financial assets at cost:       
In this category are included the Investments in the equity of group, multi-group and associated companies.
Initial measurement
Investments included in this category will be initially valued at cost, which It will be equal to the fair value of the
consideration given plus the transaction costs that are directly attributable to them. The investments in group
companies will be valued at cost reduces by at least the correction amount of the impairments.
However, in cases where there is an investment prior to its classification as a group, multi-group or associated
company, the cost of said investment is the book value that it should have immediately before the company has such
qualification.
Part of the initial valuation is the amount of preferential subscription rights and the like that, if applicable, have been
acquired.
Subsequent measurement
Equity instruments included in this category will be valued at cost, minus, where appropriate, the accumulated
amount of the valuation corrections for impairment.
When value must be assigned to these assets due to derecognition or other reason, will apply the method of
weighted average cost by homogeneous groups, (values with equals rights) In the case of sale of preferential
subscription rights and the like or segregation of the same to exercise them, the amount of the cost of the rights will
decrease the book value of the respective assets. Said cost will be determined by applying some valuation formula
generally accepted.
Impairment
At least at year-end, the necessary valuation adjustments are made whenever there is objective evidence that the
book value of an investment will not be recoverable. The amount of the valuation adjustment is the difference
between its book value and the recoverable amount, understood as the higher amount between its fair value less
costs to sell and the present value of the future cash flows derived from the investment, which in the case of equity
instruments, it is calculated either by estimating what is expected to be received as a result of the distribution of
dividends made by the investee company and the disposal or derecognition of the investment therein, or by
estimating of its participation in the cash flows that are expected to be generated by the investee company, both from
its ordinary activities and from its disposal or derecognition.
Unless there is better evidence of the recoverable amount of investments in equity instruments, the estimate of the loss due
to impairment of this class of assets is calculated based on the equity of the investee and the tacit capital gains existing at
the valuation date, net of the tax effect. In determining this value, and provided that the investee company has in turn
invested in another, the equity included in the consolidated annual accounts prepared by applying the criteria of the Code of
Commerce and its implementing regulations is taken into account.
The recognition of valuation corrections for value impairment and, if applicable, their reversal, is recorded as an expense or
income, respectively, in the profit and loss account. The reversal of impairment is limited to the book value of the investment
that would be recognized on the reversal date if the impairment had not been recorded.
■Interest and dividends received from financial assets:
Interest and dividends accrued on financial assets after acquisition shall be recognized as revenue. Interest shall be
accounted  for using the effective interest rate method, while dividends shall be recognized when the equity holder’s
right to receive payment is established.
Upon initial measurement of financial assets, accrued explicit interest receivable at the measurement date shall be
recognized separately, based on maturity. Dividends declared by the pertinent body at the acquisition date shall also
be accounted for separately. “Explicit interest” is the interest obtained by applying the financial instrument’s
contractual interest rate.
If distributed dividends are clearly derived from profits generated prior to the acquisition date because the amounts
that have been distributed are higher than the profits generated by the investment since acquisition, the difference
shall be accounted for as a deduction in the carrying amount of the investment and shall not be recognized as
income.
3.2 EQUITY
The share capital is represented by ordinary shares. The costs of issuing new shares or options are presented
directly against equity, as lower reserves.
In the case of acquisition of the Company's own shares, the consideration paid, including any directly attributable
incremental cost, is deducted from equity until its cancellation, reissue or disposal. When these shares are
subsequently sold or reissued, any proceeds received, net of any directly attributable incremental transaction costs,
are included in equity.
(all figures in EUR millions unless stated otherwise)
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AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
3.3FINANCIAL LIABILITIES
Financial liabilities, for the purposes of their valuation, will be included in one of the following categories:
■Financial liabilities at amortized cost:
The company will classify all financial liabilities in this category except when must be valued at fair value with
changes in the profit and loss account.
In general, this category includes debits from operations commercial transactions and debits for non-commercial
operations:
a) Debits from commercial operations are those financial liabilities that are originate in the purchase of goods and
services for traffic operations of the company with deferred payment, and
b) Debits from non-commercial operations are those financial liabilities that, not being derivative instruments, they do
not have commercial origin, but come from loan or credit operations received by the company.
Initial measurement
The financial liabilities included in this category are initially valued at their fair value, which is the transaction price,
which is equivalent to the fair value of the consideration received, adjusted for the transaction costs that are directly
attributable to them.
However, debits for commercial operations with a maturity of no more than one year and that do not have a
contractual interest rate, as well as disbursements required by third parties on participations, the amount of which is
expected to be paid in the short term, are valued at their nominal value, when the effect of not updating the cash
flows is not significant.
Subsequent measurement
Financial liabilities included in this category are valued at their amortized cost. Accrued interest is recorded in the
profit and loss account, applying the effective interest rate method.
However, debts maturing in no more than one year that are initially valued at their nominal value continue to be
valued at that amount.
Derecognition of financial liabilities
The company will write off a financial liability, or part of it, when the obligation has extinguished; that is, when it has
been satisfied, canceled, or expired.
When the current conditions of a financial liability are substantially modified, it will be recorded the derecognition of
the original financial liability and the new financial liability that arises will be recognized.
In the case the modifications are not substantially different, the original financial liability will be not derecognized. Any
transactions cost or commission incurred will adjust the book value of the financial liability and the amortized cost of
the financial liability will be determined applying the effective interest rate that equals the book value of the financial
liability with the cash flows to be paid under the new conditions since the date of the modification.
For these purposes, the conditions of the contracts will be considered substantially different, among other cases,
when the present value of the cash flows of the new contract, including any commission paid, net of any commission
received, differs by at least ten percent of the present value of the remaining cash flows of the original contract,
restated both amounts at the effective interest rate of the latter.
3.4CURRENT AND DEFFERED TAXES
The income tax comprises the current income tax and the income deferred tax.
Current and deferred tax are recognized as income or an expense and included in profit or loss for the year, except to the
extent that the tax arises from a transaction or event which is recognized, in the same or a different year. directly in equity,
or from a business combination.
Current tax assets and liabilities are valued for the amounts that are expected to be paid or recovered by the tax authorities,
using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date.
The Company as the representative of the tax group, and the Spanish subsidiaries file consolidated tax return.
In addition to the factors to be considered for individual taxation, set out previously, the following factors are taken into
account when determining the accrued income tax expense for the companies forming the consolidated tax group:
■Temporary and permanent differences arising from the elimination of profits and losses on transactions between
Group companies, derived from the process of determining consolidated taxable income.
■Deductions and credits corresponding to each company forming the consolidated tax group. For these purposes,
deductions and credits are allocated to the company that carried out the activity or obtained the profit necessary to
obtain the right to the deduction or tax credit.
Temporary differences arising from the elimination of profits and losses on transactions between tax group companies are
allocated to the company which recognized the profit/loss and are valued using the tax rate of that company.
A reciprocal credit and debit arise between the companies that contribute tax losses to the consolidated Group and the rest
of the companies that offset those losses. Where a tax loss cannot be offset by the other consolidated group companies,
these tax credits for loss carryforwards are recognized as deferred tax assets using the applicable recognition criteria,
considering the tax group as a taxable entity.
(all figures in EUR millions unless stated otherwise)
13
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
The Company records the total consolidated income tax payable (recoverable) with a debit (credit) to receivables
(payables) from/to group companies and associates.
The amount of the debt (credit) relating to the subsidiaries is recognized with a credit (debit) to payables (receivables) to/
from group companies and associates.
Deferred tax liabilities are calculated according to the liability method, on the temporary differences that arise between the
tax bases of the assets and liabilities and their book values. However, if the deferred tax liabilities arise from the initial
recognition of a goodwill or an asset or a liability in a transaction other than a business combination that at the time of the
transaction does not affect either the accounting result or the taxable basis of the tax, they are not recognized.
Deferred tax assets are recognized to the extent that it is probable that future tax profits will be available to offset the
temporary differences. Deferred tax assets are recognized on temporary differences that arise in investments in
subsidiaries. associates and joint ventures, except in those cases in which the Company can control the timing of the
reversal of the temporary differences and it is also probable that these will not reverse in a foreseeable future.
The deferred tax assets and liabilities are determined by applying the regulations and tax rates approved or about to be
approved on the date of the balance sheet and which is expected to be applied when the corresponding deferred tax asset
is realized, or the deferred tax liability is settled.
3.5 SHARE BASE PAYMENTS TRANSACTIONS
Share-based payments and employee benefits recognition for the benefit plans of the Company’s employees
Share-based payments
The Company has both equity-settled share-based programs and cash-settled share-based programs.
  Equity-settled transactions
The cost of equity-settled transactions with employees is measured by reference to awarding fair value at the grant date.
The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in
which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to
the award (“vesting date”).
Cash-settled transactions
Cash-settled transactions have been accounted since 2014 as a result of a modification introduced to existing share-based
programs. Some programs were modified so that they may be settled in cash or in shares upon decision of a participant. As
a result, the Company re-measures the liability related to cash-settled transaction.
The liability is subsequently measured at its fair value at every balance sheet date and recognized to the extent that the
service vesting period has elapsed, with changes in liability valuation recognized in income statement. Cumulatively, at least
at the original grant date, the fair value of the equity instruments is recognized as an expense (share-based payment
expense).
At the date of settlement, the Company remeasures the liability to its fair value. The actual settlement method selected by
the employees, will dictate the accounting treatment:
If cash settlement is chosen, the payment reduces the fully recognized liability,
If the settlement is in shares, the balance of the liability is transferred to equity, being consideration for the shares granted.
Any previously recognized equity component shall remain within equity.
Recognition of the share-based plans correspondent to employees of other group companies
In the parent company books the operation represents a contribution to the subsidiary that is made effective through the
personnel service it receives in exchange for the equity instruments of the parent company the options delivered represents
in general a greater value of the investment that the parent company has in the equity of the subsidiary.
According to consultation nº2 of the BOICAC 97/2014 when the parent company sign settlement agreements (Share
transfer agreements) through which the parent company charge the intrinsic value of the cost of the agreement equivalent
to the market value of the shares delivered, it is considered that there are two separated operations:
- A non-genuine corporate operation of contribution of the parent company in the subsidiary that is registered as a higher
value of the investment according to consultation nº 7 of BOICAC Nº 75/2008;
- And a second corporate operation of distribution or recovery of the investment that is equivalent to difference between the
re-charge described above and the valuation of the options at grant date.
3.6PROVISIONS AND CONTINGENCIES
Provisions are recognized when the Company has a present obligation, whether legal, contractual implicit or tacit, as
a result of past events, and it is probable that an outflow of resources will be necessary to settle the obligation and
the amount can be estimated reliably. Restructuring provisions include penalties for cancellation of the lease and
payments for dismissal to employees. No provisions are recognized for future operating losses.
Provisions are valued at the present value of the disbursements that are expected to be necessary to settle the
obligation using a pre-tax rate that reflects current market assessments of the time value of money and the specific
risks of the obligation. The adjustments in the provision due to its update are recognized as a financial expense as
they are accrued.
Provisions with maturity less than or equal to one year, with a non-significant financial effect, are not discounted.
(all figures in EUR millions unless stated otherwise)
14
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
When it is expected that part of the disbursement necessary to settle the provision is reimbursed by a third party, the
reimbursement is recognized as an independent asset, provided that its reception is practically certain. The
reimbursement is recognized as income in the income statement of the nature of the expenditure up to the amount of
the provision.
On the other hand, contingent liabilities are those possible obligations arising because of past events, the
materialization of which is conditional on the occurrence or non-occurrence of one or more future events independent
of the Company’s will.
If it is not probable that an outflow of resources will be required to settle an obligation, the provision is reversed.
3.7REVENUES RECOGNITION
The amounts related to income derived from equity investments in group companies are an integral part of the net
amount of the turnover of a holding company. Based on the provisions of consultation B79C02 of the Institute of
Auditors and Censors of September 2009, therefore the result on the execution of stock option plan by employees,
interest and dividends received from subsidiaries are presented in the revenue of the Company.
- Interest income on financial assets measured at amortized cost is recognized using the effective interest method.
When a receivable is impaired, the Company reduces the carrying amount to its recoverable amount by discounting
the estimated future cash flows at the instrument's original effective interest rate and continues to carry the discount
as a reduction of interest income. Interest income on impaired loans is recognized using the effective interest rate
method.
- Dividend income is recognized as income in the income statement when the right to receive payment is established,
provided that, since the date of acquisition, the investee or any group company in which the investee has an interest
has generated profits in excess of the equity being distributed. Notwithstanding the foregoing, if the dividends
distributed unequivocally arise from profits generated prior to the date of because amounts in excess of the profits
generated by the investee since acquisition have been distributed, they are not recognized as income and reduce the
carrying amount of the investment.
3.8FOREIGN CURRENCY TRANSACTIONS
Foreign currency transactions have been translated to the functional currency using the spot exchange rate
applicable at the transaction date.
Monetary assets and liabilities denominated in foreign currencies have been translated to the functional currency at
the closing rate, while non-monetary assets and liabilities measured at historical cost have been translated at the
exchange rate prevailing at the transaction date.
Non-monetary assets measured at fair value have been translated to the functional currency at the spot exchange
rate at the date that the fair value was determined. In the statement of cash flows. cash flows from foreign currency
transactions have been translated to Euros at the average exchange rate for the year.
The effect of exchange rate fluctuations on cash and cash equivalents denominated in foreign currencies is
recognized separately in the statement of cash flows as effect of exchange rate fluctuations.
Exchange gains and losses arising on the settlement of foreign currency transactions and on translation to the
functional currency of monetary assets and liabilities denominated in foreign currencies are recognized in profit or
loss.
3.9TRANSACTIONS BETWEEN RELATED PARTIES
In general, transactions between group companies are initially accounted for at their fair value. If the agreed price
differs from its fair value, the difference is recorded according to the economic reality of the operation. The
subsequent evaluation is carried out in accordance with the provisions of the corresponding regulations.
The Company carries out all its operations with Group companies, entities and parties linked to market values. In
addition, the transfer prices are adequately supported, which is why the Company’s Board of Directors consider that
there are no significant risks in this respect from which future liabilities could arise.
4.Financial Risk Management
    4.1    Financial risk factors
The Board of Directors of AmRest is responsible for the risk management system and the internal control system as
well as for reviewing these systems for operating efficiency. These systems help to identify and manage risks which
may prevent the execution of the long-term objectives of AmRest. However, having these safeguards in place does
not ensure completely against the risk of fraud or against breaking laws. The Board of Directors of AmRest is
permanently analyzing and reviewing risks to which the Group is exposed. The main current risks and threats have
been summarised in this section. AmRest reviews and improves its risk management and internal control systems on
an on-going basis.
(all figures in EUR millions unless stated otherwise)
15
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
- Liquidity risk
Liquidity risk is defined as the risk of incurring losses resulting from the inability to meet payment obligations in a
timely manner when they become due or from being unable to do so at a sustainable cost. The Group is exposed to
the risk to a lack of financing at the moment of the maturity of bank loans and bonds.
As of 31 December 2022 the Group has sufficient liquidity to fulfil its liabilities over the next 12 months.
The Group analyses liquidity needs with particular focus on the maturity of debt and proactively investigates various
forms of financing that could be utilised as needed.
- Risks related to key personnel turnover in the Group and increasing labour costs
AmRest´s success depends, to some extent, on the individual effort of selected employees and key members of
management.
Excessive turnover of employees and too frequent changes in managerial positions may pose a significant risk to the
stability and quality of the business activities.
- Currency risk
The results of AmRest are exposed to currency risk related to transactions and exchanges into currencies other than
the currency in which business transactions are measured in the individual Capital Group companies. The Group
adjusts its currency portfolio of debt to the geographical structure of its profile of activities.
- Risk of increased financial costs
AmRest and its subsidiaries are exposed to a certain extent to adverse impact of interest rate fluctuations in
connection with obtaining financing which bears floating interest rates and investing in assets bearing floating interest
rates. The interest rates of bank loans and borrowings and issued bonds are based on a combination of fixed and
floating reference rates which are updated over periods shorter than one year.
Additionally, AmRest and its subsidiaries may, as part of the interest rate hedging strategy, enter into derivative and
other financial contracts, where the valuation of which is significantly affected by the level of reference rates.
- Tax Risk
In the process of managing and executing strategic decisions, which may affect the tax settlements, AmRest could be
exposed to tax risk. In the event of irregularities occurring in tax settlements it would increase the dispute risk in the
case of a potential tax control.
- Cyberattack Risk
The Group’s operations are supported by a wide variety of IT systems, including point-of-sale systems, electronic
ordering platforms, supply-chain management systems and finance and controlling tools. Consequently, the Group is
exposed to the risk of temporary operational disruption, data integrity risk and/or unauthorised access to confidential
data, which may be a result of cyberattacks.
- Global crisis and disruption
The potential occurrence of global disasters, such as health epidemics, economic crises, energy crises, extreme
weather events, or other critical events creates a risk of disruption the Group’s business, industry and economies
where the Group operates and could impact the Group's day to day business concerns.
- Adverse regulatory change or evolution
Failure to anticipate, identify and respond to new regulation that may result in fines, litigations and/or the loss of
operating licenses or other restrictions.
(all figures in EUR millions unless stated otherwise)
16
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
5.Financial instruments
a)Analysis by categories:
The net book value of each one of the categories of financial assets established in the registration and valuation rule for
“Financial Instruments” except for investments in the equity of group is as follows:
Financial Assets:
Non-current Financial assets
Categories 2022
Equity
Instruments
Debt Securities
Credits and Other
Financial Assets at Amortized Cost
162.4
Total 
162.4
Current Financial assets
Categories 2022
Equity
Instruments
Debt Securities
Credits and Other
Financial Assets at Amortized Cost
-
-
80.7
Total 
-
-
80.7
Non-current Financial assets
Categories  2021
Equity
Instruments
Debt Securities
Credits and Other
Financial Assets at Amortized Cost
-
-
178.6
Total 
-
-
178.6
Current Financial assets
Categories  2021
Equity
Instruments
Debt Securities
Credits and Other
Financial Assets at Amortized Cost
-
-
78.7
Total 
-
-
78.7
Financial Liablities:
Non-current Financial liabilities
Categories 2022
Debts with Financial
Institutions
Bonds and other
negotiable securities
Derivatives and others
Financial liabilities at Amortized Cost
304.1
35.5
-
Total 
304.1
35.5
-
Current Financial liabilities
Categories 2022
Debts with Financial
Institutions
Bonds and other
negotiable securities
Derivatives and others
Financial liabilities at Amortized Cost
35.8
0.4
7.0
Total 
35.8
0.4
7.0
Non-current Financial liabilities
Categories 2021
Debts with Financial
Institutions
Bonds and other
negotiable securities
Derivatives and others
Financial liabilities at Amortized Cost
262.6
35.5
-
Total 
262.6
35.5
-
Current Financial liabilities
Categories 2021
Debts with Financial
Institutions
Bonds and other
negotiable securities
Derivatives and others
Financial liabilities at Amortized Cost
28.6
48.0
3.3
Total 
28.6
48.0
3.3
(all figures in EUR millions unless stated otherwise)
17
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Analysis by Maturities:
As of 31 December 2022 and 2021, the amounts of financial instruments with a determined or determinable maturity
classified by year of maturity are the following:
Financial Assets:
 2022
2023
2024
2025
2026
Following
years 
Total 
Loans to group companies 
70.6
77.2
15.3
3.9
65.9
232.9
Non-current financial investments 
-
-
-
-
0.1
0.1
Trade and other receivables 
3.4
-
-
-
-
3.4
Other financial assets with group companies 
6.6
-
-
-
-
6.6
Other current assets
0.1
-
-
-
-
0.1
Total 
80.7
77.2
15.3
3.9
66.0
243.1
 2021
2022
2023
2024
2025
Following
years 
Total 
Loans to group companies 
75.3
97.3
45.6
1.0
34.6
253.8
Non-current financial investments 
-
-
-
-
0.1
0.1
Trade and other receivables 
2.1
-
-
-
-
2.1
Other financial assets with group companies 
1.2
-
-
-
-
1.2
Other current assets
0.1
-
-
-
-
0.1
Total
78.7
97.3
45.6
1.0
34.7
257.3
Financial Liabilities
2022
2023
2024
2025
2026
Following years 
Total 
Debts with financial Institutions 
35.8
304.1
-
-
-
339.9
Other debts and payables 
0.4
35.5
-
-
-
35.9
Debts with group companies 
6.8
-
-
-
-
6.8
Trade and other payables 
0.2
-
-
-
-
0.2
Total 
43.2
339.6
-
-
-
382.8
2021
2022
2023
2024
2025
Following years 
Total 
Debts with financial Institutions 
28.6
27.9
234.7
-
-
291.2
Other debts and payables 
48.0
-
35.5
-
-
83.5
Debts with group companies 
1.6
-
-
-
-
1.6
Trade and other payables 
1.7
-
-
-
-
1.7
Total 
79.9
27.9
270.2
378.0
(all figures in EUR millions unless stated otherwise)
18
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
6.Investments in group companies
The value of the shares owned by the Company in its subsidiaries as of 31 December 2022 and 2021 is as follow:
31 December 2022
31 December 2021
 
Interest
ownership
Value
of Shares
Interest
ownership
Value of Shares
Dividends
received
in 2022
Dividends
received
in 2021
AmRest Sp. z o.o. (Poland)
100%
268.5
100%
264.4
-
-
AmRest China Group PTE Ltd. (China)
100%
40.6
100%
40.5
-
-
AmRest s.r.o. (Czechia)
100%
7.5
100%
7.1
16.7
15.6
AmRest France SAS (France)
100%
69.5
100%
58.8
-
-
AmRest EOOD (Bulgaria)
100%
4.3
100%
4.2
-
-
AmRest Acquisition Subsidiary (Malta)
100%
45.2
100%
61.0
 -
-
AmRest Global S.L.U.
100%
8.3
100%
5.8
-
-
AmRest Coffee SRB d.o.o.
100%
0.7
100%
-
-
-
 
 
444.6
 
441.8
16.7
15.6
The movement of the equity instruments in group companies as of 31 December 2022 is as follow:
 
31 December 2021
Increase
Decrease
Share-base
options
31 December 2022
Cost
 
 
 
 
 
AmRest Sp. z o.o. (Poland)
264.4
-
-
4.1
268.5
AmRest China Group PTE Ltd. (China)
40.5
-
-
0.1
40.6
AmRest s.r.o. (Czechia)
7.1
-
-
0.4
7.5
AmRest France SAS
58.8
10.7
-
-
69.5
AmRest HK Ltd
5.2
-
-
-
5.2
AmRest EOOD (Bulgaria)
4.2
-
-
0.1
4.3
AmRest Acquisition Subsidiary (Malta)
61.0
-
-
-
61.0
AmRest Global S.L.U.
5.8
2.0
-
0.5
8.3
AmRest Coffee SRB d.o.o.
-
0.7
-
-
0.7
 
447.0
13.4
-
5.2
465.6
 
Impairment
AmRest HK Ltd
(5.2)
-
-
-
(5.2)
AmRest Acquisition Subsidiary (Malta)
-
(15.8)
-
-
(15.8)
 
(5.2)
(15.8)
-
-
(21.0)
 
Total Equity instruments in Group
companies
441.8
(2.4)
-
5.2
444.6
•On February 2022, was signed a shareholder´s contribution over the entity Amrest Global S.L.U. in a total amount of
EUR 2 million.
•On May 2022, was signed capital increases resolutions in the entity Amrest Cofee SRB d.o.o  in the amount of EUR
0,7 million.
•On December 2022, was signed capital increases resolutions in the entity Amrest France SAS  in the amount of
EUR 10.7 million
•After year-end 2022, on 20 January 2023 AmRest HK Ltd. has been deregistered.
•The value of investment of some subsidiaries was affected by the valuation of share-based options within SOP and
MIP. The total capitalized cost of share option plans in 2022 equals EUR 5.2 million and it is presented in the table
below:
(all figures in EUR millions unless stated otherwise)
19
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
 
Increase
Cost
 
AmRest Sp. z o.o. (Poland)
4.1
AmRest China Group PTE Ltd. (China)
0.1
AmRest s.r.o. (Czechia)
0.4
AmRest EOOD (Bulgaria)
0.1
AmRest Global S.L.U.
0.5
Total
5.2
The movement of the equity instruments in group companies as of 31 December 2021 is as follow:
 
31 December 2020
Increase
Decrease
Share-base
options
31 December 2021
Cost
 
 
 
 
 
AmRest Sp. z o.o. (Poland)
219.6
46.0
-
(1.2)
264.4
AmRest China Group PTE Ltd. (China)
40.5
-
-
- 
40.5
AmRest s.r.o. (Czechia)
6.9
- 
-
0.2
7.1
AmRest France SAS
58.7
- 
-
0.1
58.8
AmRest HK Ltd
5.2
-
-
- 
5.2
AmRest FSVC LLC
10.3
-
(10.3)
-
-
AmRest EOOD (Bulgaria)
4.1
-
-
0.1
4.2
AmRest Acquisition Subsidiary (Malta)
60.9
0.1
-
- 
61.0
Amrest Global S.L.U.
-
5.7
-
0.1
5.8
AmRest Food SL SRL
0.1
- 
(0.1)
-
-
 
406.3
51.8
(10.4)
(0.7)
447.0
 
 
 
 
-
Impairment
AmRest HK Ltd
(5.2)
-
-
-
(5.2)
AmRest FSVC LLC
(10.3)
-
10.3
-
-
 
(15.5)
-
10.3
-
(5.2)
 
 
 
 
Total Equity instruments in Group
companies
390.8
51.8
(0.1)
(0.7)
441.8
•On March 2021 were signed capital increases resolutions in the entity AmRest Acquisition Subsidiary by a total
amount of EUR 0.1 million.
•On April 2021, the entity AmRest FSVC LLC was liquidated, the total value of the investment was fully impaired at
the date of the liquidation.
•On April 2021, were signed capital increases resolutions in the entity AmRest Sp. Z.o.o. by a total amount of EUR
46.0 million.
• On December 2021, was signed a shareholder’s contribution in order to capitalize the loans keep between The
Company and AmRest Global S.L.U. by a total amount of EUR 5.7 million.
•On September 2021, was signed the sale of the Shares that The Company had of AmRest Food SRL.
•The value of investment of some subsidiaries was affected by the valuation of share-based options within SOP and
MIP. The total capitalized cost of share option plans in 2021 equals EUR 0.5 million and it is presented in the table
below. In the column decrease are presented the cost of exercised and forfeited options. The details by subsidiaries
for the year ended as of 31 December 2021 is presented below:
 
Increase
Decrease
Cost
 
 
AmRest Sp. z o.o. (Poland)
(1.2)
Amrest SRO (Czechia)
0.2
AmRest France SAS
0.1
AmRest EOOD (Bulgaria)
0.1
AmRest Global
0.1
Total
0.5
(1.2)
Impairment test of Equity Investment in group companies:
(all figures in EUR millions unless stated otherwise)
20
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
To estimate the potential impairment of the Company's investments in group companies and given that the fair value
of these investments is not traded in an active market, this is determined using valuation techniques. The Company
uses judgment to select a variety of methods and make assumptions that are based primarily on market conditions
existing at the balance sheet date.
The Company considers that there are indications of impairment in its investees if the net book value of the
investment exceeds the theoretical book value of the equity of the investee. Additionally, other considerations
decrease in the activity of the investees or other situations that could indicate signs of deterioration in the companies.
31 December 2022
As of 31 December 2022, the Company identified impairment indicators for its investments in AmRest Acquisition
Subsidiary (owner of the Russian Business), AmRest HK Ltd, and AmRest Global.
-AmRest Holdings, SE holds 100% participation in AmRest Acquisition Subsidiary Ltd, the cost of which amounts to
EUR 61 million on 31st December 2022 and 31st December 2021. The investee, AmRest Acquisition Subsidiary Ltd,
owns a stake of 44.72% in the existing Group business in Russia.
The investment in the Russian business is 44.72% owned by AmRest Acquisition Subsidiary Ltd and 55.28% owned
by AmRest Sp. z o.o. Both companies are 100% owned by AmRest Holdings, S.E. The cost reflected in the financial
statements for these participations is not proportional to the percentage of ownership. The value of the participation
held by AmRest Acquisition Subsidiary Ltd (44.72% participation) amounts EUR 69 million.
On 6 December 2022 AmRest Holdings SE, through its subsidiaries AmRest Sp. z o.o. and AmRest Acquisition
Limited, has entered into an agreement with Almira OOO, for the sale of its KFC business in Russia (the
"Transaction"). The closing of the Transaction is subject to the approval by competition authority in Russia, the
consent by Yum! Brands Inc. and to other regulatory authorizations that may be applicable in Russia.
According to the terms of the share purchase agreement, as of the date of signing, AmRest expects to receive a
minimum of EUR 100 million for the Transaction.
Additionally, at the end of 2022, the Company has carried out a recoverability analysis of the business in Russia, and
as a result of the imbalance between cost and percentage shareholding ratio, AmRest Holding, SE in its individual
financial statements, has proceeded to recognize an impairment of EUR 15.8 million on its shareholding in AmRest
Acquisition Subsidiary Ltd.
The assumptions considered in the impairment testing of the Russian Business are an average EBITDA Margin of
12,80%, pre-tax rate of 37,97% and post-tax discount rate applied of 31.11% . For the terminal value calculation a
perpetual growth of 3,80% has been considered after 2027 exercise.
The company carried out a sensitivity analysis for the impairment tests performed. The sensitivity analysis examined
the impact of changes in:
discount rate applied,
weighted average budgeted EBITDA margin,
growth rate for residual value,
assuming other factors remain unchanged.
The objective of such a sensitivity analysis is to determine if reasonable possible changes in the main financial
assumptions would lead to a change in the recognized impairment.
For discount rate, growth rate, weighted average budgeted EBITDA margin, a reasonable possible change was
determined as 10% of the input data, applicable for particular unit. Consequently, each impairment test has a different
level of a reasonable change in inputs, which can be determined by multiplying the base input data used in the
impairment test described before by 10%.
The following table presents what change in impairment loss would be accounted if respective main input data were
changed by tested percentage, assuming remaining parameters remain stable:
(all figures in EUR millions unless stated otherwise)
21
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
         
Input / Change in input
(Increase)/decrease in
impairment loss (EUR
million)
Growth rate for residual value
(-10%) of base value
(0,3)
(-5%) of base value
(0,2)
5% of base value
0,1
10% of base value
0,2
Discount rate
(-10%) of base value
4,6
(-5%) of base value
2,1
5% of base value
(2,0)
10% of base value
(3,7)
Wieighted average budgeted EBITDA margin value
(-10%) of base value
(5,0)
(-5%) of base value
(2,5)
5% of base value
2,4
10% of base value
4,8
-The investment in the entity AmRest HK Ltd (China) is fully impaired as it is a dormant entity the Company does not
expect to reactivate. On 20 January 2023 AmRest HK Ltd. has been deregistered.
-The entity AmRest Global started its operation during the fiscal year 2021 and based on the projections and
business model the Board of Directors of the Company considers the value of this investment will be recoverable in
the future.
31 December 2021
As of 31 December 2021, the Company identified impairment indicators for its investments in AmRest Acquisition
Subsidiary (owner of the Russian Business), AmRest HK Ltd, and AmRest Global.
The hypothesis considered in the impairment testing of AmRest Acquisition Subsidiary considered an average
EBITDA Margin of 13,20% and a pre-tax rate of 11,53%. And growth rate in the terminal value of 3,82% had been
taken into account until 2026.
The company carried out a sensitivity analysis for the impairment tests performed. The sensitivity analysis examined
the impact of changes in:
discount rate applied,
weighted average budgeted EBITDA margin,
growth rate for residual value,
sales revenues increases,
assuming other factors remain unchanged.
The objective of such a sensitivity analysis is to determine if reasonable possible changes in the main financial
assumptions would lead to an impairment loss being recognized.
For discount rate, growth rate, weighted average budgeted EBITDA margin, a reasonable possible change was
determined as 10% of the input data, applicable for particular unit. Consequently, each impairment test has a different
level of a reasonable change in inputs, which can be determined by multiplying the base input data used in the
impairment test described before by 10%.
Additionally the Company performed sensitivity analysis on the expected changes in sales revenues recognition. In
that case the Company determines reasonable change individually for each business tested. Usually this is in a
range of 1-5% decrease of estimated sales revenues in each year of projection.
Based on the sensitivity analysis performed a reasonably possible change in any of the key assumptions used would
not lead to recognition of impairment losses i.e. carrying amount would not exceed the recoverable amount.
-The investment in the entity AmRest HK Ltd (China) was fully impaired as it is a dormant entity the Company did not
expect to reactivate.
-The entity AmRest Global started its operation during the fiscal year 2021 and based on the projections and
business model the Board of Directors of the Company considers the value of this investment will be recoverable in
the future.
(all figures in EUR millions unless stated otherwise)
22
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
The Details of the main subsidiaries are presented below:
Company name
Registered office
2022
2021
Holding activity
Total Equity
Net result
Operating
result
Dividends
distributed
Total Equity
Net result
Operating
result
Dividends
distributed
AmRest China Group PTE Ltd
Singapore
19.1
(3.6)
(3.7)
-
23.8
8.3
12.6
-
AmRest France SAS
Paris France
43.8
(6.6)
(6.3)
-
37.7
(20.6)
0.1
-
Amrest Global S.L.U.
Madrid Spain
7.1
4.6
6.1
-
0.6
(6.8)
(8.4)
-
Amrest Acquisition Subsidiary
Birkirkara, Malta
69.1
(3.3)
(3.3)
-
69.1
(0.1)
(0.1)
-
Company name
Registered office
2022
2021
Restaurant, franchise and master-franchise activity
Total Equity
Net result
Operating
result
Dividends
distributed
Total Equity
Net result
Operating
result
Dividends
distributed
AmRest Sp. z o.o.
Wroclaw Poland
422,6
32.4
27,5
-
323.8
(36.1)
(11)
-
AmRest s.r.o.
Prague Czechia
21.8
17.6
22.3
16.7
22.4
3.9
7.1
(7.6)
AmRest EOOD
Sofia Bulgaria
6.4
1.7
2
-
3.7
0.3
0.4
-
AmRest Coffee S.R.B D.O.O.
Bucharest Romania
0.7
0.1
3.9
-
0.1
-
-
-
Above data were derived from local documentation of AmRest Group in accordance with local GAAPS in each country. In some countries local audits for 2022 have not finalized.
(note 17)
(all figures in EUR millions unless stated otherwise)
23
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
7.Financial Assets at amortized cost
As of 31 December 2022 and 2021 the financial assets at amortized cost were composed as followed:
 
31 December 2022
31 December 2021
Non current
 
Loans to group companies (Note 17)
162.3
178.5
Non-current financial investments 
0.1
0.1
 
162.4
178.6
Current
 
Trade and other receivables 
3.4
2.1
Loans to group companies (Note 17)
70.6
75.3
Other financial assets with group companies (Note 17)
6.6
1.2
Other current assets
0.1
0.1
 
80.7
78.7
-Loans to group companies:
The Company grants loans to group companies at variable interest rates in the range of 2.3%-5.5% plus 3-months
Euribor/Libor margin, with maturities starting in 2023 (note 5).
The Company considers that there are indications of impairment in the financial assets if the financial credits to the Group
companies and the amount of the investment exceeds the theoretical book value of the equity of the group company or if
the credits has allocated impairments from previous periods.
To estimate the potential impairment of the credits to group companies, this is determined using valuation techniques.
The Company uses judgment to select a variety of methods and make assumptions that are based primarily on market
conditions existing at the balance sheet date.
The total amount of loans with the entities AmRest HK and AmRest Pizza GmbH are fully impaired as it are a dormant
entities, the Company does not expect to reactivate. During the year 2022, the Company registered an impairment loss of
EUR 2,8 million (EUR 0.2 million during 2021) (note 17).
Based on the analysis performed the company did not recognize additional impairment loss associated to loans to given
to group companies.
-Non-current financial assets:
Under this category are booked the rent deposits related to lease agreements.
-Other current financial assets with group companies
Include mostly the balances originated due to the accounting of the reciprocal balances originated due to the accounting
of the income tax under the consolidated tax regimen.
-Other current assets
Are composed by prepaid expenses.
-Trade receivables:
As of 31 December 2022 and 2021 the trade and other receivables were composed as follows (note 5):
 
31 December 2022
31 December 2021
Trade and other receivables with third parties 
0.2
0.3
Trade and other receivables with group companies (Note 17)
5.2
3.6
Impairment on other accounts receivables with group companies (Note 17)
(2.0)
(1.8)
Total Trade and other receivables 
3.4
2.1
(all figures in EUR millions unless stated otherwise)
24
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
The analysis of the movements of the impairment losses deriving from the credit risk of financial assets recorded at
amortized cost is as follows:
Year ended
31 December 2022
31 December 2021
Balance at the beginning of the year 
(1.8)
(1.8)
Increase (Note 17)
(0.2)
-
Balance at the end of the financial year
(2.0)
(1.8)
The accounting values of the financial assets at amortized cost as of 31 December 2022 and 2021 are denominated in
the following currencies:
2022
Millions of foreign currency
Denominated in
PLN
Denominated
in CZK
Denominated
in USD
Assets foreign currency
Total non-current assets foreign currency
-
-
8.3
Total current assets foreign currency
-
2.4
2.4
Total assets foreign currency
-
2.4
10.7
2021
Millions of foreign currency
Denominated in
PLN
Denominated
in CZK
Denominated
in USD
Assets foreign currency
Total current assets foreign currency
-
-
9.1
Total assets foreign currency
-
-
9.1
8.Financial assets at cost
In this item are classified the Investments in Group Companies (see details in note 6).
9.Cash and cash and equivalents
Cash and cash equivalents as of 31 December 2022 and 2021 are presented in the table below:
31 December 2022
31 December 2021
Cash at bank 
19.1
4.7
Total
19.1
4.7
10.Equity
    10.1    Share Capital
Since 27 April 2005, the shares of AmRest Holdings, SE were listed on the Warsaw Stock Exchange (“WSE”) and since
21 November 2018 on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges.
As of 31 December 2022 and 31 December 2021 the Company has 219 554 183 shares issued.
Holders of ordinary shares are authorized to receive dividends and have voting rights at the Company’s General
Shareholders’ Meetings proportionate to their holdings.There are no shares committed to be issued under options,
employee share schemes and contracts for the sale of shares.
To the best of AmRest’s knowledge as of 31 December 2022 AmRest Holdings had the following shareholder structure:
(all figures in EUR millions unless stated otherwise)
25
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Shareholder
Number of shares and votes at the
Shareholders’ meeting
% of shares and votes at the
Shareholders’ meeting
FCapital Dutch S.L.*
147,203,760
67.05%
Artal International S.C.A.
11,366,102
5.18%
Nationale-Nederlanden OFE
10,718,700
4.88%
Aviva OFE Aviva BZWBK SA
7,013,700
3.19%
Other Shareholders
43,251,921
19.70%
* FCapital Dutch S.L.. is the subsidiary of Finaccess Capital, S.A. de C.V. Grupo Finaccess SAPI de CV is the direct majority shareholder of Finaccess Capital, S.A.
de C.V. and a subsidiary of Grupo Far-Luca, S.A. de C.V. The direct majority shareholder of Grupo Far-Luca, S.A. de C.V., Mr. Carlos Fernández González, is a
member of AmRest’s Board of Directors.
    10.2  Reserves
The composition of reserves as of 31 December 2022 and 2021 is as follows:
31 December 2022
31 December 2021
Voluntary Reserves
103.1
90.8
Legal reserves
4.4
4.4
Total
107.5
95.2
The legal reserves have been accrued according to article 274 of the Capital Companies Law which stablishes that, in
any case, an amount of 10% of the profit of the period shall be distributed to legal reserves until it reaches, at least, 20%
of the share capital.
It can’t be distributed and in case it is used to compensate losses, because there are not other reserves available for it,
the reserve has to be replaced with future profits.
As of 31 December 2022 and 31 December 2021, the company has fully endowed this reserve with the minimum limited
established.
    10.3  Treasury shares
The Company usually acquires treasury shares for the purpose of the execution of the stock option plan of the employees
on Warsaw Stock Exchange in Poland, that is why the price of the share is denominated in PLN.
As of 31 December 2022, AmRest held 341.645 own shares representing 0.16% of share capital (371.416 shares in
2021).
The movement of treasury shares for the stock option plan is as follows:
YEAR ENDED
31 December 2022
31 December 2021
Initial Balance
(4.0)
(6.5)
Delivery of shares for the stock option plan
0.3
2.5
Ending Balance
(3.7)
(4.0)
    10.4  Other equity instruments
In the item of the balance sheet other equity instruments, it is registered the provision of the stock option plan for the
employees recognized under the equity settlement method.
The movement of the accrual for the equity instruments of the stock option plan is as follow:
YEAR ENDED
31 December 2022
31 December 2021
Initial Balance
(25.3)
(23.4)
Equity share base plans accrual
5.5
0.5
Settlement of cash-settled plans in shares (accrued costs)
-
0.6
Delivery of shares for the stock option plan
(0.3)
(2.5)
Proceeds from shares transfers (employee’s options)
-
(0.5)
Ending Balance
(20.1)
(25.3)
(all figures in EUR millions unless stated otherwise)
26
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
    10.5  Adjustments for changes in value
The balance of the adjustments for changes in value is as follow:
 
31 December 2022
31 December 2021
Currency translation reserve
(6.7)
(6.7)
Adjustments for changes in value
(6.7)
(6.7)
In the item currency translation reserve is registered the result of the change of the functional and presentation currency
from PLN to EUR.
    10.6  Share premium
This reserve is unrestricted up to the amount which, as a result of its distribution, means that the equity is not less than
the share capital.
This item reflects the surplus over the nominal value of the share capital increase and additional contributions to equity
without issue of shares made by shareholders prior to becoming a public entity.
There were no transactions within share premium in 2022 and 2021.
11.Distribution of result
The Board of Directors propose the following application of the losses for the year ended 31 December 2022 and the
shareholders approved the following to 31 December 2021.
YEAR ENDED
31 December 2022
31 December 2021
Basis of Distribution
Profit and loss for the period in EUR
(4 789 777.22)
12 273 853.28
 
Distribution
Voluntary Reserves
-
12 273 853.28
Retained earnings EUR
(4 789 777.22)
-
 
(4 789 777.22)
12 273 853.28
Dividends have not been distributed during the 12 months ended 31 December 2022 and 2021.
Details of non-distributable reserves as of 31 December 2022 and 2021 are as follows:
31 December 2022
31 December 2021
Legal reserve
4.4
4.4
The Company’s freely distributable reserves, as well as the results of the period, are nonetheless subject to legal limits.
Dividends may not be distributed if equity would be less than share capital as a result. In any case, at 31 December 2022,
Voluntary Reserves and Share Premium are totally distributable.
12.Financial liabilities at amortized cost
As of 31 December 2022 and 2021 the financial assets at amortized cost were composed as followed:
(all figures in EUR millions unless stated otherwise)
27
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
 
31 December 2022
31 December 2021
Non current
 
Loans and borrowings from financial institutions 
304.1
262.6
Other financial liabilities 
35.5
35.5
 
339.6
298.1
Current
 
Loans and borrowings from financial institutions
35.8
28.6
Other financial liabilities
0.4
48.0
Debts with group companies (Note 17)
5.8
1.6
Trade and other payables to third parties 
0.2
0.1
Trade and other payables to group companies (Note 17)
1.0
1.6
 
43.2
79.9
-Debt with financial institutions – Syndicated Bank loan
As of 31 December 2022, following extension signed on 13 December 2021, syndicated bank financing originated in
2017, with further amendments, accounts for the majority of AmRest debt. AmRest Holdings SE executed partially
tranches A and D and the tranches E, F and G which are presented in the financial debt with financial institutions of this
Annual Accounts amounting to EUR 339.9 EUR (291.2 EUR in 2021) the rest of the tranches were executed from
AmRest Sp. z o.o. and AmRest s.r.o.
For debt extension the Company performed, as explained in the note 3.3, the corresponding analysis to determine if the
conditions of the financial liability were substantially modified and concluded that the present value of the cash flows of
the new contract, including the commission paid, did not differ on more than ten percent of the present value of the
remaining cash flows of the original contract, restated both amounts at the effective interest rate of the latter. After the
analysis carried out, the Board of Directors of the Company has concluded, the conditions of the financing contract have
not been substantially modified, so no impact should be registered in the profit and loss account.
Consequently, the company adjusted the value of the financial liability by the amount of the extension commissions (0,6
million Euros) and updated the amortized cost calculation.
Additionally, the company signed on 8 September 2022 an amendment to certain terms of the Credit Agreement,
including the lenders’ commitment to grant AmRest the so-called Facility G, in the amount of additional EUR 100 million
(77 millon assigned to the comapny), as well as the inclusion of the obligation to maintain an equity / assets ratio, with the
main terms regarding interest and maturity remaining unchanged. 
As a consequence of such amendment, after the usual conditions for this type of transactions were fulfilled, AmRest drew
down the full amount of this credit line and is using it to finance the general corporate purposes of the AmRest group and
expansion.
The available tranches at 31 December 2022 are:
Tranche(*)
Maximum amount (million)
Date added
Purpose
A
EUR 21
October 2017
Refinancing of bank debt, general
corporate purposes
D
EUR 67
October 2017
E
PLN 196
June 2019
Refinancing of Polish bonds
F
EUR 313
October 2019
M&A, general corporate purposes
G
EUR 77
September 2022
Refinancing of bank debt and polish
bonds
* Approximate total amount: EUR 519m
•Signing date: 5 October 2017,
•Final repayment date: 31 December 2024,
•Joint Borrowers: AmRest Holdings, SE, AmRest Sp. z o.o. and AmRest s.r.o (the “Borrowers”; AmRest Sp. z o.o. and
AmRest s.r.o are fully owned by AmRest Holdings, SE),
•Lenders: Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski S.A., ING Bank Śląski Polska
S.A. and Česká spořitelna, a.s.
Details of bank financing are as follows:
▪Interest rates: Variable interest rates (3M Euribor/Wibor increased by a margin) 
▪Securities: submissions to execution from the Borrowers, guarantees from Group companies, pledge on shares
of Sushi Shop Group.
▪Other information: AmRest is required to maintain certain ratios at agreed levels. In particular, net debt/adjusted
consolidated EBITDA is to be held below 3.5 and consolidated EBITDA/interest charge is to stay above 3.5. Both
(all figures in EUR millions unless stated otherwise)
28
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
ratios are calculated according to the definitions mentioned in the loan agreement. Additionally, the Group is
obliged to maintain the equity ratio (expressed as a percentage), calculated as total equity divided by the total
assets, above 8%. As of the date of this report, AmRest is in compliance with the three financial covenants.
Other financial debt:
Schuldscheinedarlehen (“SSD” – debt instrument under German law) issued by AmRest Holdings SE. The table below
presents all SSD issues and their maturities: 
Issue date
Amount (EUR million)
Interest rate
Maturity date
Purpose
7 April 2017
6.0
Fixed
5 April 2024
Refinancing, general
corporate purposes
3 July 2017
20.0
Fixed
3 July 2024
3 July 2017
9.5
Variable
3 July 2024
As of 31 December 2022, payables concerning the principal of SSD issued amount to EUR 35,5 million.
-Debts with group companies:
This item is composed mostly of reciprocal balances with group companies originated from the accounting of the income
tax under the consolidation tax regime (note 15 and 17)
-Trade and other payables:
As of 31 December 2022 and 2021 the trade and other payables were composed as follows:
 
31 December 2022
31 December 2021
Trade and other payables with third parities 
0.2
0.1
Trade and other payables with group companies 
1.0
1.6
Total trade and other payables 
1.2
1.7
Information on average payment period to suppliers. Third additional provision. “Information requirement” of Law 15/2010
of July 5.
 
31 December 2022
31 December 2021
Number of days: 
268
88
Ratio of payments  
319
58
Ratio of outstanding invoices
61
411
Millions of EUR:  
Total payments 
4.2
4.6
Outstanding invoices
1
1
Amount payments<60 days
2.1
Not applicable
Number of invoices paid < 60 days
427
Not applicable
% Amount of payments made < 60 days out of the total payments
51%
Not applicable
% Number of invoices paid < 60 days out of the total payments
68%
Not applicable
The maximum legal period applicable to the Spanish entities of the Group in accordance with Law 3/2004, of 29
December, which establishes measures to combat late payment in commercial operations, and in accordance with the
transitory provisions established in Law 15/2010, of 5 July, is 60 days from 1 January 2013.
Law 18/2022 of 29 September on the creation and growth of companies has again amended, among others, the Law on the
average supplier payment period, requiring all trading companies that do not present abridged annual accounts to expressly
include in the notes to their annual accounts their average supplier payment period and extending its content to the following
(applicable from 2022):
- the monetary volume and number of invoices paid in a period shorter than the maximum established in the regulations on late
payment and
- the percentage they represent of the total number of invoices and of the total monetary payments to their suppliers.
In general, payments to external suppliers were made within the legal limit of 60 days. The ratio of outstanding invoices
increased since the payment of some intercompany invoices was postponed.
If the intercompany invoices are not considered in the calculation, the average payment to suppliers period would be as
follow:
(all figures in EUR millions unless stated otherwise)
29
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
 
31 December 2022
31 December 2021
Number of days: 
45
56
Ratio of payments  
45
56
Ratio of outstanding invoices
35
42
Millions of EUR:  
Total payments 
2.7
4.5
Outstanding invoices 
0.1
0.1
Amount payments<60 days
2.1
Not applicable
Number of invoices paid < 60 days
419
Not applicable
% Amount of payments made < 60 days out of the total payments
79%
Not applicable
% Number of invoices paid < 60 days out of the total payments
76%
Not applicable
The accounting values of the financial liabilities at amortized cost as of December 31 2022 and 2021 are denominated in
the following currencies:
2022
Millions of foreign currency
Denominated in PLN
Liabilities foreign currency
 
Total non-current liabilities foreign currency
36.2
Total current liabilities foreign currency
6.6
Total liabilities foreign currency
42.8
2021
Liabilities foreign currency
Total non-current liabilities foreign currency
196.0
Total current liabilities foreign currency
28.7
Total liabilities foreign currency
224.7
13.Employee benefits and share based payments
The Company established long-term incentive plans in order to bind a portion of managers’ and executives’ remuneration
with the Company’s market value.  During year 2022, the company had the share-based payment arrangements
according to six share option plans. Part of options in the Plan 2 is accounted as cash-settled due to the availability of
cash exercise method upon the choice of an employee. All other options in the following plans are equity-settled.
-Plan 2 – Stock Option Plan 2005
Plan 2 was implemented in April 2005. Granting of the options finished in 2016.
Up to November 2014 the exercise method was in equity instruments. In November 2014, the then existing Supervisory
Board of the Company approved a change of regulations by adding net cash settlement of option value (employee
decides about settlement method). Due to the above changes, Plan 2 comprised both equity-settled options and cash-
settled options.
In 2015 a change in regulations eliminated a possibility of option settlement with cash method for the grants after 8
December 2015. Furthermore, a group of employees made a unilateral statement about resignation from the cash
settlement possibility in relation to option also granted in previous periods. As a result of the modification of some options
from cash-settled to equity-settled, in 2017 a reclassification in amount of EUR 0.5 million was accounted from liabilities
into equity.
-Plan 4 – Stock Option Plan 2017
In January 2017 the Company introduced a new share-based Stock Option Plan. The number of options granted,
employees awarded and granting dates were initially determined by the then existing Management Board (current
Executive Team), however the number of options was limited to 750,000 options. The Granting Period was set between 1
January 2017 and 31 December 2019. The option exercise price will be in principle equal to the market price of the
Company’s shares as of the date of granting the option, and the vesting period will be 3 to 5 years. There are no cash
settlement alternatives.
In December 2018 the Board of Directors of the Company (who took over Management Board faculty on this matter
following the transfer of domicile of the Company from Poland to Spain) resolved to adjust the share-based plans of the
Company so they can also be executed through the Spanish Stock Exchanges, where the Company’s shares started
trading on 21 November 2018.
-Plan 5 – Management Incentive Plan 2017
In January 2017 the Company introduced a new share-based Management Incentive Plan, offered to selected
employees. The whole number of shares which were attributed to the options was determined by the Board of Directors,
however, it may not exceed 1,000,000 shares. In accordance with the provisions of the Plan, when requested by
(all figures in EUR millions unless stated otherwise)
30
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
management the Board of Directors, was entitled to determine the employees authorized to participate in the Plan, the
number of options granted and the dates for their granting among other issues. The Granting Period was set between 1
January 2017 and 31 December 2019. The option initial exercise price was in principle equal to the market price of the
Company’s shares as of the date of First Grant. The exercise price shall increase on 1st, 2nd and 3rd anniversary by
11%. The vesting period lasts 3 to 5 years. There are no cash settlement alternatives.
-Plan 6 – Stock Option Plan 2020
In 2020 the Company introduced a share-based Stock Option Plan, which is an extension of the regulations introduced in
the Stock Option Plan 2017. The plan is effective for an additional period of one year exclusively during the 2020 financial
year under their exact same terms and conditions with the sole exception of the Exercise Price mentioned in the table
below. The number of options granted, employees awarded and granting dates were initially determined by the Executive
Team. In 2020 the number of options was limited to 3.6 million options. The option exercise price will be in principle equal
to the market price of the Company’s shares as of the date of granting the option, and the vesting period will be 3 to 5
years. There are no cash settlement alternatives.
-Plan 7 – Management Incentive Plan 2020
In 2020 the Company introduced a share-based Management Incentive Plan, offered to selected employees, which is an
extension of the regulations introduced in the Management Incentive Plan 2017. The plan is effective for an additional
period of one year exclusively during the 2020 financial year under their exact same terms and conditions with the sole
exception of the Exercise Price mentioned in the table below. The whole number of shares which were attributed to the
options was determined by the Board of Directors. In 2020 the number of options was limited to 4.65 million options. In
accordance with the provisions of the Plan, when requested by management the Board of Directors, was entitled to
determine the employees authorized to participate in the Plan, the number of options granted and the dates for their
granting among other issues. The option initial exercise price was in principle equal to the market price of the Company’s
shares as of the date of First Grant. The exercise price shall increase on 1st, 2nd and 3rd anniversary by 11%. The
vesting period lasts 3 to 5 years. There are no cash settlement alternatives.
-Plan 8 – Long Term Incentive Plan 2021
In 2021 the Group introduced a new Long-Term Incentive (LTI) Program which is addressed to members of the
management team and other relevant personnel of the Group. LTI substitutes previous Management Incentive and Stock
Option Plans functioning at AmRest, keeping in place the already granted stock options. Participants of the new LTI will
have the opportunity to receive AmRest shares. The number of shares to be received will be linked to the Group’s
performance (realization of Global EBITDA for three years following the date of approval of each grant). The LTI grants
will vest according to a 5-year agenda (60% after 3rd year, 20% after 4th year, 20% after 5th year). Once vested, the LTI
rights will be evaluated and converted (if applicable) into shares, while the shares will be transferred to the participant’s
brokerage account. There are no cash settlement alternatives. The grant date for each plan will take place at the vesting
date of the 1st tranche. This LTI Program will be the basis for grants that are going to be approved in following years.
-Stock Option and Management Inventive Plans
The terms and conditions for the share options outstanding as of 31 December 2022 are presented in the table below:
Grant date
Terms and conditions for
vesting of the options
The maximum term of
options
Option exercise price in
EUR
Method of settlement
Plan 2 - SOP
April 30, 2012
1-5 years, 20% per annum
10 years
1.68
Equity or equity/cash*
April 30, 2013
1.94
Equity or equity/cash*
April 30, 2014
1.96
Equity or equity/cash*
December 9, 2015
3.14
Equity or equity/cash*
April 30, 2016
5.35
Equity
Plan 4 - SOP
May 30, 2017
3-5 years, 60% after 3rd
year, 20% after 4th and 5th
year
10 years
8.14
Equity
January 1, 2018
9.66
Equity
April 30, 2018
10.91
Equity
August 6, 2018
10.46
Equity
October 1, 2018
10.63
Equity
December 10, 2018
9.40
Equity
April 30, 2019
9.62
Equity
Plan 5 - MIP
March 15, 2017
3-5 years, 33% p.a.
10 years
10.51
Equity
September 13, 2017
10.97
Equity
March 3, 2018
10.43 - 10.88
Equity
October 1, 2018
14.54
Equity
March 26, 2019
10.23 - 14.49
Equity
May 13, 2019
12.10
Equity
Plan 6 - SOP
(all figures in EUR millions unless stated otherwise)
31
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
July 13, 2020
3-5 years, 60% after 3rd
year, 20% after 4th and 5th
year
10 years
4.99
Equity
October 1, 2020
5.78
Equity
Plan 7 - MIP
3-5 years, 33% p.a.
10 years
February 10, 2020
15.10
Equity
October 1, 2020
7.90
Equity
February 1, 2021
7.71
Equity
March 23, 2021
6.08
Equity
May 1, 2021
10.62
Equity
*For some options only the equity method is applicable, as some employees can decide upon the settlement method, as disclosed in Plan 2
description above.
Options vest when the terms and conditions relating to the period of employment are met. The plans do not provide any
additional market conditions for vesting of the options.
In the table below we present the number and weighted average of the exercise prices (WAEP) of, and movements in,
the options from all plans during the year ended 31 December 2022 and 2021:
Number of option 2022
WAEP in EUR
(before
indexation)
Plan 7
Plan 6
Plan 5
Plan 4
Plan 2
At the beginning of the period
8.63
2,400,000
2,913,620
1,600,000
5,799,400
545,752
Granted during the period
—
—
—
—
—
—
Exercised during the period
2.60
—
—
—
—
(39,450)
Expired during the period
9.87
—
—
(900,000)
(368,200)
(37,820)
Forfeited during the period
8.16
—
(470,620)
—
(724,100)
—
Outstanding at the end of the
period
8.56
2,400,000
2,443,000
700,000
4,707,100
468,482
- including exercisable as of
the end of the period
9.37
—
—
300,000
3,644,680
468,482
Number of option 2021
WAEP in EUR
(before
indexation)
Plan 7
Plan 6
Plan 5
Plan 4
Plan 2
At the beginning of the period
8.68
3,350,000
3,204,500
3,283,334
6,779,850
932,402
Granted during the period
7.76
600,000
—
—
—
—
Exercised during the period
4.26
—
(5 000)
—
(3 300)
(367 650)
Forfeited during the period
8.96
(1 550 000)
(285 880)
(1 683 334)
(976 950)
(19 000)
Outstanding at the end of the
period
8.63
2,400,000
2,913,620
1,600,000
5,799,400
545,752
- including exercisable as of
the end of the period
9.05
—
—
966,667
2,219,460
545,752
The weighted average share price at the dates of exercise of the options was EUR 4.07 in 2022 and EUR 6.79 in 2021.
The weighted average remaining contractual life for the share options outstanding as of 31 December 2022 was 7.31
years (2021: 7.62 years).
The fair value of the equity instruments has been measured using numerical method for solving differential equations by
approximating them with difference equations, called finite difference method. The fair value of the cash-settled options
has been measured using the Black-Scholes formula. The fair value of the options as of the grant date has been
determined using the support of an external actuary.
The fair value of the options granted during the period, as of the grant date, amounted as described below. In 2022 the
Group has not decided to grant any options to employees. In 2021 it was determined on the basis of the following
parameters:
Plan
Average fair
value of
option as of
grant date
Average share
price at the
grant date
Average
exercise price
Expected
volatility
Expected term
to exercise of
options
Expected
dividend
Risk-free
interest rate
2021
Plan 7 (MIP)
EUR 1.07
EUR 5.68
EUR 7.76
35%
5 years
-
2%
The expected life of the options is based on historical data and current expectations and is not necessarily indicative of
exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period
similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
-Long term incentive plans
The principal terms and conditions for each LTI plan as of 31 December 2022 are presented in the table below:
(all figures in EUR millions unless stated otherwise)
32
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
LTI Plan
Approval date
Terms and conditions for
vesting of the options
Performance condition factor
LTI 2021
23 December 2021
3-5 years, 60% after 3rd year,
20% after 4th and 5th year
Global EBITDA 2021-2023
LTI 2022
30 November 2022
Global EBITDA 2022-2024
The LTI Program is not an option program – Participants will receive AmRest shares instead of share options. The rights
under the LTI Plan were granted as an amount denominated in payroll currency of each Participant, which will be
converted into shares at the vesting date of the 1st tranche. The number of shares to be received will be determined
according to the following formula:
N = [(Grant ÷ ExRate) ÷ VWAP] × M,
where:
•Grant is the amount of the grant denominated in payroll currency,
•ExRate is the average exchange rate for the month preceding the vesting date of the 1st tranche that is applicable to
the payroll currency being converted into EUR,
•VWAP is the volume weighted average price of AmRest expressed in EUR, during the month preceding the vesting
date of the 1st tranche,
•M is the multiplier, the amount of which will depend on the degree to which non-market performance conditions are
met (minimum 0%, maximum 200%).
The fair value of the LTI grant is periodically remeasured using the assumptions of the Black-Scholes model. The fair
value of the LTI grant was determined on the basis of the following parameters:
- Share price at the valuation date: 4,17 EUR
- No expected dividends
- Risk-free interest rates for each currency according to the table below:
Currency
BGN
CNY
CZK
EUR
GBP
HRK
HUF
PLN
RON
RSD
RUB
Rate
2.78%
2.29%
5.52%
2.55%
3.58%
3.16%
10.81%
6.54%
6.51%
5.39%
8.59%
The  amounts for each plan determined based on the valuation above are listed in the table below:
2021
LTI 2021
LTI 2022
At 1 January 2021
—
—
Granted during the period
7.0
—
At 31 December 2021
7.0
—
2022
Granted during the period
—
7.6
Forfeited and remeasured during the period
(1.1)
Outstanding as of 31 December 2022
5.9
7.6
- including exercisable as of the end of the period
—
—
Cost of plans recognized during the period are recognized based on the above  fair values  adjusted by the multiplier M.
14.Provisions
In the item of the balance sheet Long Term Provisions are registered the provision of the stock option plan for the
employees recognized under the cash settlement method:
YEAR ENDED
31 December 2022
31 December 2021
Initial Balance 
0.1
0.1
Revaluation fair value
-
-
Plan modification (reclassification from SOP Equity settlement to cash settlement) 
-
-
Ending Balance 
0.1
0.1
15.Taxation
The composition of the balances with the public administrations is as follow:
(all figures in EUR millions unless stated otherwise)
33
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Assets
31 December 2022 
31 December 2021
Income tax receivable
0.8
2.1
Other tax receivable
0.1
0.1
Total
0.9
2.2
 
Liabilities
VAT payable
-
0.1
Personal income tax and other withholding taxes
1.6
0.1
Total
1.6
0.2
Income tax
With effects 1 January 2018 the Company is under the consolidation tax regime set forth in Chapter VI of Title VII of
Corporate Income Tax Law 27/2014 of 27 November 2014, being the head of the tax group composed by the Company
itself and the rest of the Spanish subsidiaries which at 31 December 2022 are the following:
■AmRest TAG. S.L.U.
■Restauravia Food. S.L.U.
■Pastificio Service. S.L.U.
■Black Rice S.L.U.
■Bacoa Holdings S.L.U.
■Sushi Shop Madrid S.L.U.
■AmRest Global S.L.U.
The composition of the income tax expense of the individual Company is as follows:
 
31 December 2022
31 December 2021
Corporate income tax
2.2
3.0
Change in deferred taxes and liabilities
5.0
-
Total income tax recognized in the income statement
7.2
3.0
The amounts reported in change in deferred tax assets correspond to tax losses of the period.
The reconciliation between the net result and the tax base of the individual entity as of 31 December 2022 is as follows:
Income statement
 
Additions
Decreases
Total
Profit and loss for the period
-
-
(4.8)
Income tax expense
-
-
(7.2)
Permanent differences
-
(12.6)
(12.6)
Temporary differences
-
-
-
-  With origin in the current year
-
-
15.8
-With origin in previous years
-
-
-
Tax base
-
(8.8)
Corporate income tax expense/(revenue) 25%
(2.2)
The reconciliation between the net result and the tax base of the individual entity as of 31 December 2021 is as follows:
Income statement
 
Additions
Decreases
Total
Profit and loss for the period
-
-
12.3
Income tax expense
-
-
(3.0)
Permanent differences
-
(14.9)
(14.9)
Temporary differences
-
(6.2)
(6.2)
-  With origin in the current year
-
(6.2)
(6.2)
-With origin in previous years
-
-
-
Tax base
-
(11.8)
Corporate income tax expense/(revenue) 25%
  (3.0)
In permanent differences are adjusted the revenues from dividends (95% in 2021), the stock option plan, the impairments
for receivables and investments with group companies.
(all figures in EUR millions unless stated otherwise)
34
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
The movement of the deferred tax assets and liabilities for the years ended 31 December 2022 and 2021 has been as
follows:
YEAR ENDED
Deferred tax assets
31 December 2022
31 December 2021
Balance at beginning of the period
3.3
2.5
Debit (credit) on the profit and loss account
5.0
3.0
Compensation of tax losses with other companies from the tax group
-
(2.2)
Balance at the end of the period
8.3
3.3
The increase in deferred tax assets corresponds to the tax losses generated during the FY 2021 and FY 2020.
Additionally, during 2022, as consecuence of the impairment over Amrest Acquisition Subsidiary Ltd participation,
deferred tax assets amounting to 3.9 million euros has been recognized.
The reconciliation between the consolidated tax base and the individual tax base of the subsidiaries of the tax group is
detailed below:
 
31 December 2022
31 December 2021
Tax base AmRest Holdings
(8.8)
(11.8)
Tax base contributed by subsidiaries of the tax group:
15.1
(4.4)
AmRest TAG, S.L.U.
(1.9)
(2.5)
AmRest Global S.L.U.
4.3
(5.2)
Restauravia Food, S.L.U.
0.7
(0.8)
Pastificio Service, S.L.U.
14.2
10.0
The Grill Concept, S.L.U.
-
(4.0)
Black Rice, S.L.U.
(0.3)
(0.5)
Bacoa Holding, S.L.U.
(0.1)
(0.4)
Shushi Shop Madrid, S.L.U.
(1.8)
(1.0)
Current income tax of the consolidated tax group (25%)
1.6
-
Withholding taxes and CIT advances
(1.4)
1.9
Subtotal
(1.4)
(1.9)
Reversal of excess of accrual
-
Income tax receivable from previous years
-
(0.2)
Income tax receivable payable (receivable)
0.2
(2.1)
AmRest Holdings, SE has the following balances related to current accounts with group entities resulted from the
Consolidated tax regimen:
31 December 2022
31 December 2021
Receivables:
Restauravia Food. S.L.U.
0.2
1.0
AmRest TAG S.L.U.
-
0.1
Pastificio Service, S.L.
3.6
AmRest Global, S.L.
1.0
Total receivables from the Consolidated tax regime
4.8
1.1
 
Payables
The Grill Concept S.L.U.
-
(1.0)
Pastificio Service S.L.U.
-
(0.5)
Black Rice S.L.
(0.1)
-
AmRest TAG S.L.U.
(0.5)
Sushi Shop Madrid S.L.U.
(0.5)
(0.1)
Total payables from the Consolidated tax regime
(1.1)
(1.6)
16.Income and expenses
    16.1    Revenues
In the item Revenues of the separate income statement for the years ended on 31 December 2022 and 2021 were
recognized the result of the execution of stock option plan for employees and the interest and dividends received from
subsidiaries and the results from financial assets held for sale (see note 6.3):
(all figures in EUR millions unless stated otherwise)
35
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Year ended
31 December 2022
31 December 2021
Dividends from Subsidiaries (Note 17)
16.7
15.6
Revenue from the stock option plan 
-
0.3
Financial income from group companies (Note 17)
7.6
7.6
Total Revenues 
24.3
23.5
The dividends received during the annual period ended as of 31 December 2022 and 2021 corresponded to the
subsidiary AmRest s.r.o. (Czech Republic). The breakdown of Dividends by geographical area for the annual periods
ended at 31 December 2022 and 202 is as follow:
Year ended
31 December 2022
31 December 2021
Exports: 
16.7
15.6
a) European Union 
16.7
15.6
Total Dividends received from Subsidiaries 
16.7
15.6
Revenues from stock option plan correspond to the difference between the valuation of the stock options and the book
value of the own shares executed for the stock option plan the breakdown of revenues from the stock option plan for the
employees by geographical area for the annual periods ended as of 31 December 2022 and 2021 is as follow:
Year ended
31 December 2022
31 December 2021
Exports: 
-
0.3
a) European Union 
-
0.3
Net income from the stock option plan 
-
0.3
Financial income from subsidiaries correspond to the accrued interest of the loans and other financial assets given from
the Company to the group companies during the year. The breakdown of finance income from group companies by
geographical area for the annual periods ended as of 31 December 2022 and 2021 is as follow:
Year ended
31 December 2022
31 December 2021
Domestic market  
3.7
3.3
Exports: 
3.9
4.3
a) European Union 
3.4
3.8
b) Other countries 
0.5
0.5
Finance income from group companies (note 17)
7.6
7.6
    16.2    Personnel expenses
The detail of personnel expenses for the annual periods ended as of 31 December 2022 and 2021 is as follow:
Year ended
31 December 2022
31 December 2021
Salaries
(0,3)
(0.6)
Social Charges
(0,1)
(0.2)
Stock option plan
(0.1)
(0.1)
Total personnel expenses 
(0.5)
(0.9)
    16.3    Other operating expenses
Year ended
31 December 2022
31 December 2021
Professional Services 
(1.6)
(1.6)
Business travel 
(0.1)
(0.2)
Other taxes 
(0.3)
(0.3)
Other expenses 
(0.1)
(1.1)
Total other operating expenses 
(2.1)
(3.2)
(all figures in EUR millions unless stated otherwise)
36
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
    16.4  Income and expenses in foreign currency
The income and expenses denominated in foreign currency for the annual periods ended on 31 December 2022 and
2021 are as follow:
For the year ended 31 December 2022
PLN 
USD 
Expenses expressed in million EUR
Other operating expenses 
(0.1)
(0.2)
Results from operating activities 
(0.1)
(0.2)
Finance income
-
0.5
Finance expenses 
(3.6)
-
Net finance income (expense) 
(3.6)
0.5
Total Income and expenses in foreign currency expressed in million EUR
(3.7)
0.3
For the year ended 31 December 2021
PLN 
USD 
Expenses expressed in million EUR
- 
-
Other operating expenses 
(0.3)
(0.1)
Results from operating activities 
(0.3)
(0.1)
Finance income
-
0.5
Finance expenses 
(1.2)
-
Net finance income (expense) 
(1.2)
0.5
Total Income and expenses in foreign currency expressed in million EUR
(1.5)
0.4
    16.5  Financial result
The financial result for the annual periods ended at 31 December 2022 and 2021 is as follows:
Year ended
Financial Expenses 
31 December 2022
31 December 2021
With group companies (nota 17)
(0.5)
(1.5)
With third parties 
(16.0)
(10.0)
Total Financial Expenses 
(16.5)
(11.5)
    16.6    Exchange rates differences:
The breakdown of exchange losses and gains recognized in the income statement is follows:
YEAR ENDED
31 December 2022
31 December 2021
On Investments and loans with group companies 
0.6
1.2
On Banks and other assets
1.0
0.3
On Financial liabilities 
0.1
0.2
Total 
1.7
1.7
17.Related parties balances and transactions
As of 31 December 2022, the Group comprised the following subsidiaries:
(all figures in EUR millions unless stated otherwise)
37
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Company name
Registered office
Parent/non-controlling undertaking
Owner-ship
interest and
total vote
Date of effective control
Holding activity
AmRest Acquisition Subsidiary Ltd.
Birkirkara, Malta
AmRest Holdings SE
100.00%
May 2007
AmRest TAG S.L.U.
Madrid, Spain
AmRest Sp. z o.o.
100.00%
March 2011
AmRest HK Ltd.3
Hong Kong, China
AmRest Holdings SE
100.00%
September 2011
AmRest China Group PTE Ltd
Singapore
AmRest Holdings SE
100.00%
December 2012
Bigsky Hospitality Group Ltd
Hong Kong, China
AmRest China Group PTE Ltd
100.00%
December 2012
New Precision Ltd
Mriehel, Malta
AmRest China Group PTE Ltd
100.00%
December 2012
Horizon Consultants Ltd.
Mriehel, Malta
AmRest China Group PTE Ltd
100.00%
December 2012
AmRest Management Kft
Budapest, Hungary
AmRest Kft
99.00%
August 2018
AmRest TAG S.L.U.
1.00%
GM Invest SRL
Brussels, Belgium
AmRest TAG S.L.U.
100.00%
October 2018
Sushi Shop Group SAS
Paris, France
GM Invest SRL
9.47%
October 2018
AmRest TAG S.L.U.
90.53%
AmRest France SAS
Paris, France
AmRest Holdings SE
100.00%
December 2018
Sushi Shop Management SAS
Paris, France
Sushi Shop Group SAS
100.00%
October 2018
Sushi Shop Luxembourg SARL
Luxembourg
Sushi Shop Group SAS
100.00%
October 2018
Sushi Shop Switzerland SA
Fribourg, Switzerland
Sushi Shop Management SAS
100.00%
October 2018
Restaurant, franchise and master-franchise activity
AmRest Sp. z o.o.
Wroclaw, Poland
AmRest Holdings SE
100.00%
December 2000
AmRest s.r.o.
Prague, Czechia
AmRest Holdings SE
100.00%
December 2000
AmRest Kft
Budapest, Hungary
AmRest Sp. z o.o.
100.00%
June 2006
AmRest Coffee Sp. z o.o.
Wroclaw, Poland
AmRest Sp. z o.o.
82.00%
March 2007
Starbucks Coffee International,Inc.
18.00%
AmRest EOOD
Sofia, Bulgaria
AmRest Holdings SE
100.00%
April 2007
OOO AmRest
Saint Petersburg, Russia
AmRest Acquisition Subsidiary Ltd.
44.72%
July 2007
AmRest Sp. z o.o.
55.28%
AmRest Coffee s.r.o.
Prague, Czechia
AmRest Sp. z o.o.
82.00%
August 2007
Starbucks Coffee International,Inc.
18.00%
AmRest Kávézó Kft
Budapest, Hungary
AmRest Sp. z o.o.
82.00%
 August 2007
Starbucks Coffee International,Inc.
18.00%
AmRest d.o.o.2
Belgrade, Serbia
AmRest Sp. z o.o.
100.00%
October 2007
Restauravia Food S.L.U.
Madrid, Spain
AmRest TAG S.L.U.
100.00%
April 2011
Pastificio Service S.L.U.
Madrid, Spain
AmRest TAG S.L.U.
100.00%
April 2011
AmRest Adria d.o.o.
Zagreb, Croatia
AmRest Sp. z o.o.
100.00%
October 2011
AmRest GmbH i.L.1
Cologne, Germany
AmRest TAG S.L.U.
100.00%
March 2012
AmRest SAS.
Paris, France
AmRest TAG S.L.U.
100.00%
April 2012
AmRest Adria 2 d.o.o.
Ljubljana, Slovenia
AmRest Sp. z o.o.
100.00%
August 2012
Frog King Food&Beverage
Management Ltd
Shanghai, China
Bigsky Hospitality Group Ltd
100.00%
December 2012
Blue Frog Food&Beverage
Management Ltd
Shanghai, China
New Precision Ltd
100.00%
December 2012
Shanghai Kabb Western Restaurant
Ltd
Shanghai, China
Horizon Consultants Ltd.
100.00%
December 2012
AmRest Skyline GMBH
Cologne, Germany
AmRest TAG S.L.U.
100.00%
October 2013
AmRest Coffee EOOD
Sofia, Bulgaria
AmRest Sp. z o.o.
100.00%
June 2015
AmRest Coffee S.r.l.
Bucharest, Romania
AmRest Sp. z o.o.
100.00%
June 2015
AmRest Food Srl.
Bucharest, Romania
AmRest Sp. z o.o.
100.00%
July 2019
AmRest Coffee SK s.r.o.
Bratislava, Slovakia
AmRest s.r.o.
99.00%
December 2015
AmRest Sp. z o.o.
1.00%
AmRest Coffee Deutschland
Munich, Germany
AmRest Kaffee Sp. z o.o.
23.00%
May 2016
Sp. z o.o. & Co. KG
AmRest TAG S.L.U.
77.00%
AmRest DE Sp. z o.o. & Co. KG
Munich, Germany
AmRest Kaffee Sp. z o.o.
100.00%
December 2016
Kai Fu Food and Beverage
Management (Shanghai) Co. Ltd
Shanghai, China
Blue Frog Food&Beverage
Management Ltd
100.00%
December 2016
LTP La Tagliatella Portugal, Lda
Lisbon, Portugal
AmRest TAG S.L.U.
100.00%
February 2017
LTP La Tagliatella Franchise II
Portugal, Lda
Lisbon, Portugal
AmRest TAG S.L.U.
100.00%
April 2019
AmRest AT GmbH
Vienna, Austria
AmRest Sp. z o.o.
100.00%
March 2017
AmRest Topco France SAS
Paris, France
AmRest France SAS
100.00%
May 2017
AmRest Delco France SAS
Paris, France
AmRest Topco France SAS
100.00%
May 2017
AmRest Opco SAS
Paris, France
AmRest France SAS
100.00%
July 2017
OOO Chicken Yug
Saint Petersburg, Russia
OOO AmRest
100.00%
October 2017
OOO AmRest Pizza
Saint Petersburg, Russia
AmRest Acquisition Subsidiary Ltd.
99.999996%
November 2017
OOO AmRest
0.000004%
AmRest Coffee SRB d.o.o.
Belgrade, Serbia
AmRest Holdings SE
100.00%
November 2017
AmRest Chamnord SAS
Paris, France
AmRest Opco SAS
100.00%
March 2018
AmRest SK s.r.o.
Bratislava, Slovakia
AmRest s.r.o.
99.00%
April 2018
AmRest Sp. z o.o.
1.00%
AmRest Pizza GmbH
Munich, Germany
AmRest DE Sp. z o.o. & Co. KG
100.00%
June 2018
Black Rice S.L.U.
Madrid, Spain
AmRest TAG S.L.U.
100.00%
July 2018
Bacoa Holding S.L.U.
Madrid, Spain
AmRest TAG S.L.U.
100.00%
July 2018
Sushi Shop Restauration SAS
Paris, France
Sushi Shop Management SAS
100.00%
October 2018
Sushi House SA
Luxembourg
Sushi Shop Luxembourg SARL
100.00%
October 2018
Sushi Shop London Pvt LTD
London, UK
Sushi Shop Group SAS
100.00%
October 2018
(all figures in EUR millions unless stated otherwise)
38
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Sushi Shop Belgique SA
Bruxelles, Belgium
Sushi Shop Group SAS
100.00%
October 2018
Sushi Shop Louise SA
Bruxelles, Belgium
Sushi Shop Belgique SA
100.00%
October 2018
Sushi Shop UK Pvt LTD
Charing, UK
Sushi Shop Group SAS
100.00%
October 2018
Sushi Shop Anvers SA
Bruxelles, Belgium
Sushi Shop Belgique SA
100.00%
October 2018
Sushi Shop Geneve SA
Geneva, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2018
Sushi Shop Lausanne SARL
Lasanne, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2018
Sushi Shop Madrid S.L.U.
Madrid, Spain
Sushi Shop Management SAS
100.00%
October 2018
Sushi Shop Milan SARL
Milan, Italy
Sushi Shop Management SAS
70.00%
October 2018
Vanray SRL
30.00%
Sushi Shop Zurich GMBH
Zurich, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2018
Sushi Shop Nyon SARL
Nyon, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2018
Sushi Shop Vevey SARL
Vevey, Switzerland
Sushi Shop Switzerland SA
100.00%
November 2019
Sushi Shop Fribourg SARL
Fribourg, Switzerland
Sushi Shop Switzerland SA
100.00%
November 2019
Sushi Shop Yverdon SARL
Yverdon, Switzerland
Sushi Shop Switzerland SA
100.00%
 
Novemner 2019
Sushi Shop Morges SARL
Moudon, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2020
Financial services and others for the Group
AmRest LLC
Wilmington, USA
AmRest Sp. z o.o.
100.00%
July 2008
AmRest Work Sp. z o.o.
Wroclaw, Poland
AmRest Sp. z o.o.
100.00%
March 2012
La Tagliatella International Kft 4
Budapest, Hungary
AmRest TAG S.L.U.
100.00%
November 2012
La Tagliatella SAS
Paris, France
AmRest TAG S.L.U.
100.00%
March 2014
AmRest Kaffee Sp. z o.o.
Wroclaw, Poland
AmRest Sp. z o.o.
100.00%
March 2016
AmRest Estate SAS
Paris, France
AmRest Opco SAS
100.00%
September 2017
AmRest Leasing SAS
Paris, France
AmRest Opco SAS
100.00%
September 2017
AmRest Franchise Sp. z o.o.
Wrocław, Poland
AmRest Sp. z o.o.
100.00%
December 2018
AmRest Global S.L.U.
Madrid, Spain
AmRest Holdings SE
100.00%
September 2020
Supply services for restaurants operated by the Group
SCM Czech s.r.o.
Prague, Czechia
SCM Sp. z o.o.
90.00%
March 2007
Ondrej Razga
10.00%
SCM Sp. z o.o.
Warsaw, Poland
AmRest Sp. z o.o.
51.00%
October 2008
R&D Sp. z o.o.
33.80%
Beata Szafarczyk-Cylny
5.00%
Zbigniew Cylny
10.20%
1 On 25 November 2016 Amrestavia, S.L.U., the sole shareholder of AmRest GmbH, decided to liquidate this company. The liquidation process
has not been finished up until the date of this Report.
2 On 7 April 2022 the Share Purchase Agreement was concluded to sale and transfer of the 40% of the shares in AmRest d.o.o. from ProFood
Invest GmbH to AmRest Sp. z o.o. On 6 September 2022 changes were registered – AmRest Sp. z o.o. has become sole shareholder of
AmRest d.o.o.
3 On 20 January 2023 AmRest HK Ltd. has been deregistered.
4 On 19 December 2022, AmRest Tag, S.L.U., the sole shareholder of La Tagliatella International, Kft., decided to liquidate this company. The
liquidation process has not been finished up until the date of this Report.
(all figures in EUR millions unless stated otherwise)
39
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
The balances with the Group entities are as follows:
 
31 December 2022
31 December 2021
Assets 
 
Total loans granted to group companies 
232.9
253.8
(Long and short term classification)
 
Long term loans granted to group companies (note 7)
162.3
178.5
Short term loans granted to group companies (note 7)
70.6
75.3
(Group entity  classification)
 
AmRest TopCo 
0.5
8.4
AmRest Opco SAS 
38.0
36.9
Amrest China group  LTD
-
8.0
AmRest AT GmbH 
3.2
3.3
AmRest Kaffee Sp. z o.o. 
47.6
46.0
AmRest TAG S.L.U. 
83.3
104.1
Blue Frog Food & Beverage Management 
9.0
-
Pastificio Service. S.L.U. 
-
26.8
Restauravia Food. S.L.U. 
33.5
11.5
AmRest Adria d.o.o.
-
0.5
AmRest Pizza GmbH
-
2.7
AmRest SK s.r.o.
4.5
2.3
AmRest Global
2.6
0.1
AmRest France SAS
10.7
-
AmRest Coffee SK Sro
-
0.3
AmRest sp.zoo
-
2.9
Other financial assets with group companies (note 7)
6.6
1.2
Restauravia Food. S.L.U. 
0.3
1.0
AmRest TAG S.L.U.
-
0.2
 AmRest S.R. O
2.3
-
Pastificio Service S.L.
3.0
-
AmRest Global, S.L.U.
1.0
-
Trade and other receivables with group companies (note 7)
3.2
1.8
AmRest Sp. z o.o. 
0.3
0.1
AmRestag S.L
0.8
0.8
AmRest Coffee Sp. Z.o.o.
0
0.1
AmRest Global
1.6
0.5
AmRest Acquisition
-
0.1
New Precision Limited
0.2
0.1
Horizon Consultants
0.2
0.1
AmRest LLC
0.1
-
Short term debt and other current financial liabilities (note 12 and 15)
5.8
1.6
Pastificio Service S.L.
0.1
0.5
The Grill Concept S.L.U.
-
1.0
Sushi Shop SAS
-
0.1
AmRest EOOD
1.7
-
AmRest Kft
2.7
-
Sushi Shop Madrid SL
0.5
-
OOO AmRest
0.6
-
Amrest Global
0.1
-
AmRest Sp. z o.o.
0.1
-
Trade payables with group companies (note 12)
1.0
1.6
AmRest Sp. z o.o. 
0.7
0.1
AmRest kft
-
0.1
AmRest TAG S.L.U.
-
1.2
OOO AmRest 
0.1
-
Other related parties 
0.2
0.2
(all figures in EUR millions unless stated otherwise)
40
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
The transactions with group entities are as follows:
 
YEAR ENDED
 
31 December 2022
31 December 2021
Revenues 
 
Revenues from dividends (note 16.1)
16.7
15.6
AmRest SRO 
16.7
15.6
Financial Income from group companies (16.1)
7.6
7.6
AmRest Sp. z o.o.  
0.1
0.2
AmRest HK Ltd.  
-
0.1
AmRest China Group PTE Ltd.  
0.4
0.4
AmRest Coffee Deutschland 
-
0.3
AmRest Topco France 
0.3
0.2
AmRest Opco SAS 
1.1
1.0
AmRest DE Sp. z o.o. & Co. KG 
0.1
0.4
AmRest Kaffee Sp. z o.o. 
1.5
1.3
AmRest TAG S.L.U. 
2.9
2.8
Pastificio Service S.L.U. 
0.4
0.1
Restauravia Food S.L.U. 
0.4
0.1
AmRest AT GmbH
0.1
0.1
Blue Frog Food & Beverage Management
-
0.1
Other group companies
0.3
0.5
Expenses 
 
Financial expenses with group companies (note 16.5)
(0.5)
(1.5)
AmRest SRO
(0.4)
-
AmRest Coffee Deutschland Sp. Z.o.o.
-
(1.5)
Other group companies
(0.1)
-
Impairment of investments and credits with group companies
(notes 6 and 7)
(18.8)
(0.2)
AmRest Pizza GmbH
(2.8)
-
AmRest HK Ltd.  
(0.2)
(0.2)
AmRest Acquisition Subsidiary (Malta)
(15,8)
-
Exchange rates differences
0.6
1.2
AmRest China Group PTE Ltd.  
0.1
0.5
Blue Frog Food & Beverage Management
0.5
0.7
(all figures in EUR millions unless stated otherwise)
41
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
18.Remuneration of the board of directors and senior executives
(a)Below are described the remunerations of the board of Directors and Management Board (Senior Executives)
following the regulations of the CNMV Circular 5/2015 from 28 October:
The remuneration of Board of Directors paid by AmRest Holdings, SE for all the retribution concepts is the following:
Year ended
31 December 2022
31 December 2021
Board of Directors Remunerations
Fixed Remuneration
0.7
0.6
Other items
0.1
0.1
Total Board of Director remunerations
0.8
0.7
The subsidiaries from the Group have not paid any remuneration to the Board of Directors in the years 2022 and 2021.
Directors Remuneration Policy was approved at the general shareholders’ meeting held on 12 May 2022 and will remain
in force until 2025 unless the general shareholders’ meeting so resolves to amend or replace it.
The remuneration of the Senior Executives paid by the Company is as follow:
Year ended
Senior Executives
31 December 2022
31 December 2021
Remuneration received by the Senior Executives
0.5
0.8
Total remuneration received by the Senior Executives
0.5
0.8
The remuneration of the Senior Executives paid by other subsidiaries of the group is as follows:
Year ended
Senior Executives
31 December 2022
31 December 2021
Remuneration received by the Senior Executives
2.8
2.5
Total remuneration received by the Senior Executives
2.8
2.5
(b)Information about conflict of interest situations of the Board of Directors:
In the duty to avoid situations of conflict with the interest of the Company, during the year the directors who have held
positions on the Board of Directors have complied with the obligations set forth in article 228 of the consolidated text of
the Capital Companies Law, Likewise, both they and the persons related to them, have refrained from incurring in the
cases of conflict of interest foreseen in article 229 of said law, except in the cases in which the corresponding
authorization has been obtained.
(c)Transactions other than ordinary business or under terms differing from market conditions carried out by
the Board of Directors or Audit Committee:
In 2022 and 2021 the members of the Board of Directors of the Company or of the Audit Committee have not carried out
any transactions other than ordinary business with the Company or applied terms that differ from market conditions.
(all figures in EUR millions unless stated otherwise)
42
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
19.Other information
19.1    Number of employees
The average number of employees distributed by categories. for the year 2022 and 2021 is a follow:
Year ended
Categories
31 December 2022
31 December 2021
Executive Managers
1
2
Managers and others
3
1
 
4
3
The number of employees distributed by gender, as of 31 December 2022 and 2021 is as follow:
Gender
2022 FY
2021 FY
Total
Males
Female
Total
Males
Female
Board Members
7
5
2
7
5
2
Executive Managers
-
-
-
1
1
-
Managers and others
3
1
2
1
1
-
10
6
4
9
7
2
There are no employees with a disability rating of 33% or higher.
19.2  Tax inspections
On 22 July 2019, Pastificio Service, S.L. (as the tax payer), Amrest Tag, S.L. (as head of the Tax Group 539/11 during the
tax audit period) and AmRest Holdings, SE (as the current head of the Tax Group 539/11) were notified of the initiation of
a tax audit, regarding to corporate income tax, for the fiscal years 2014 to 2017. This is a partial tax audit, only referred to
tax relief applied by Pastificio Service, S.L. in corporate income tax bases of 2014 to 2017, regarding the deductions
related to certain intangible assets (i.e., patent box regimen).
On 17 August 2020, the mentioned companies received the settlement proposal from the tax auditors, including the
regularization of the total amount of the tax relief applied during 2014 to 2017. This settlement proposal amounted to 1
million Euros.
On 14 September 2020, the companies submitted allegations before the Tax Auditors, being dismissed.
On January 2021 the companies submitted the corresponding allegations before the Technical Office against the final
settlement proposal.
On 26 July 2021, the companies presented allegations before the Central Economic-Administrative Court (TEAC) and on
5 July 2022, the dismissal of the allegations writ submitted has been received.
As the companies disagree with the TEAC resolution, the companies have submitted the corresponding allegations writ
on 21 December 2022 before the National Court and to date the Court's resolution has not been received.
19.3  Information about the environment
Given the activity to which the Company is dedicated, it has no liabilities, expenses, assets, provisions, or environmental
contingencies that could be significant in relation to the assets. financial situation and results of the same. For this
reason. the specific disclosures of information are not included in this report.
All companies face climate-related risks and opportunities and are having to take strategic decisions in this regard. The
Company Directors have assessed the climate and environmental risks and consider that they do not have a significant
impact on these annual accounts.
(all figures in EUR millions unless stated otherwise)
43
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
19.4  Subsequent events
In connection with the sale of its KFC stores in Russia (the “Business”), AmRest informs that, subsequent to 31
December 2022, Unirest LLC (“Unirest”), an affiliate of Yum! Brands Inc. (“Yum! Brands”), has exercised its right of first
refusal pursuant to the underlying franchise agreements for itself or for the benefit of a third party, and has appointed
Smart Service Nord Ltd (“Smart Service”) as the purchaser of the Business.
Smart Service is operated by two Russian KFC franchisees, Messrs. Konstantin Kotov and Andrey Oskolkov and,
according to public information, is the entity with which Yum! Brands Inc. entered into a sale and purchase agreement to
transfer ownership of its Russian KFC restaurants in October of 2022.
As a consequence of Unirest’s exercise of its right of first refusal, AmRest has terminated the sale and purchase
agreement entered into with OOO Almira on 6 December 2022, and signed a new sale and purchase agreement with
Smart Service on 25 February 2023 substantially in the same terms and conditions of the agreement between AmRest
and OOO Almira.
Therefore, the new sale and purchase agreement is subject to the approval by the anti-trust agency of Russia and to
other regulatory approvals which could be applicable in Russia.
As of today, and according to the terms of the sale and purchase agreement, AmRest expects to receive a minimum of
EUR 100 million from the sale of the Business.
20.Audit fees
The fees accrued during the year ended 31 December 2022 and 31 December 2021 by PricewaterhouseCoopers
Auditores, S.L. were as follows:
Year ended
In thousands of Euros
31 December 2022
31 December 2021
Audit fees Service
Audit
30.0
28.0
Total audit fees
30.0
28.0
PricewaterhouseCoopers Auditores, S.L. and its group companies has not provided any additional services different to
audit during 2022 and 2021.
(all figures in EUR millions unless stated otherwise)
44
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Signatures of the Board of Directors
José Parés Gutiérrez
Chairman of the Board
Luis Miguel Álvarez Pérez
Vice-Chairman of the Board
Carlos Fernández González
Member of the Board
Romana Sadurska
Member of the Board
Pablo Castilla Reparaz
Member of the Board
Mónica Cueva Díaz
Member of the Board
Emilio Fullaondo Botella
Member of the Board
Madrid, 27 February 2023
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Directors’ Report
1.Financial highlights ........................................................................................................................................................................
2.Significant events and transactions in 2022 ..............................................................................................................................
3.Shareholders of AmRest Holdings SE ........................................................................................................................................
4.External debt ...................................................................................................................................................................................
5.Information on dividends paid ......................................................................................................................................................
6.Changes in the Company’s Governing Bodies .........................................................................................................................
7.Changes in the number of shares held by members of the Board of Directors ...................................................................
8.Transactions on own shares concluded by AmRest ................................................................................................................
9.Basic risks and threats the company is expose to ...................................................................................................................
10.Number of employees .........................................................................................................................................................
11.Average payment period ....................................................................................................................................................
12.Subsequent Events .............................................................................................................................................................
13.Annual Corporate Governance Report ............................................................................................................................
Signatures of the Board of Directors ...............................................................................................................................................
1.Financial highlights
year ended
31 December 2022
year ended
31 December 2021
3 months ended on
December 31 2022
3 months ended on
December 31 2021
Revenues
24.3
23.5
19.5
2.4
Results from operating activities
2.8
19.1
(3.4)
1.0
Financial Cost
(14.8)
(9.8)
(9.1)
(1.6)
Income tax expense
7.2
3.0
2.6
0.3
Profit/(loss) for the period
(4.8)
12.3
6.9
(0.3)
31 December 2022
31 December 2021
Total Assets
716.1
709.4
Total liabilities and provisions
384.6
378.6
Non-current liabilities
339.7
298.2
Current liabilities
44.9
80.4
Share capital
22
22
2.Significant events and transactions in 2022
The end of the development agreement with Burger King
On 1 February 2022 Burger King Europe GMBH has notified AmRest about the termination of the development
agreements of the Burger King brand in Poland, the Czech Republic, Slovakia, Bulgaria and Romania effective as of the
same day.
AmRest continues to operate 100 Burger King restaurants that it owns in mentioned territories under the best standards
of service and quality, in compliance with the franchise agreements which continue to be in force.
Therefore, the revenues, EBITDA and total assets of AmRest will not be significantly affected by the termination of the
development agreements.
Initiation of process to suspend temporarily operations in Russia
On 9 March 2022, following the recent announcement made by Yum! Brands, the owner of the KFC and Pizza Hut
brands, AmRest informed that it was initiating the process to temporarily suspend its operations in Russia. All investment
in the region were also halted.
Transfer of Pizza Hut business in Russia and Germany
As previously announced, due to termination of Pizza Hut Master Franchise Agreements in Russia and Germany, the
Pizza Hut restaurants on these markets were transferred in Q2 2022 and Q4 2022, respectively, to two different
counterparties designated by Yum! These two transactions have led to the transfer of 145 restaurants (20 equity + 125
franchised), 59 in Russia and 86 in Germany. 
Amendment to terms of the Credit Agreement
In relation with the Senior Term and Revolving Facilities agreement dated 5 October 2017 (the “Credit Agreement”) and
with the Other Relevant Information published by the Company on 13 December 2021 (with registration number 13163),
AmRest signed on 8 September 2022 an amendment to certain terms of the Credit Agreement, including the lenders’
commitment to grant AmRest the so-called Facility G, in the amount of additional EUR 100 million, as well as the
inclusion of the obligation to maintain an equity / assets ratio, with the main terms regarding interest and maturity
remaining unchanged. 
As a consequence of such amendment, after the usual conditions for this type of transactions were fulfilled, AmRest drew
down the full amount of this credit line and is using it to finance the general corporate purposes of the AmRest group and
expansion.
Agreement to sale the business in Russia
On 6 December 2022 AmRest, through its subsidiaries AmRest Sp. z o.o. and AmRest Acquisition Limited, has entered
into a share purchase agreement with Almira OOO, for the sale of its KFC restaurant business in Russia (the
"Transaction"). The closing of the Transaction is subject to the approval by competition authority in Russia, the consent by
Yum! Brands Inc. and to other regulatory authorizations that may be applicable in Russia.
According to the terms of the share purchase agreement, as of the date of signing, AmRest expected to receive a
minimum of 100,000,000 euros for the Transaction.
(all figures in EUR millions unless stated otherwise)
1
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
The final terms of the Transaction, which are subject to certain external factors, including exchange rate, will be
communicated if the Transaction is closed. Nevertheless, AmRest estimates that after recognition of the impairment of the
Russian business in the consolidated financial statements as of June 30, 2022, the completion of the Transaction should
not require further adjustments.
3.Shareholders of AmRest Holdings, SE
During the period covered by this Report following changes occurred with respect to the Company’s  shareholder
structure:
In July 2022, the merger by absorption between FCapital Dutch, S.L. (at that time named FCapital Dutch, B.V.), as the
absorbing company, and FCapital Lux S.à r.l. (holding directly 56 509 547 AmRest shares), as the absorbed company,
was completed. As a result of this merger, FCapital Lux S.à r.l.'s shareholding in AmRest Holdings SE became the
property of FCapital Dutch, S.L.
Likewise, FCapital Dutch, S.L. (formerly FCapital Dutch, B.V.) carried out the international transfer of its registered office,
without dissolution or loss of its legal personality, from its previous domicile located in Amsterdam (The Netherlands) to
Madrid (Spain), under a public deed executed on December 1, 2022 (effective date of the transfer of domicile), which was
registered in the Commercial Registry of Madrid on January 16, 2023
To the best of AmRest’s knowledge as of 31 December 2022 AmRest Holdings had the following shareholder structure:
Shareholder
Number of shares and votes at the
Shareholders’ meeting
% of shares and votes at the
Shareholders’ meeting
FCapital Dutch S.L.*
147,203,760
67.05%
Artal International S.C.A.
11,366,102
5.18%
Nationale-Nederlanden OFE
10,718,700
4.88%
Aviva OFE Aviva BZWBK SA
7,013,700
3.19%
Other Shareholders
43,251,921
19.70%
* FCapital Dutch S.L. is the subsidiary of Finaccess Capital, S.A. de C.V. Grupo Finaccess SAPI de CV is the direct majority shareholder of
Finaccess Capital, S.A. de C.V. and a subsidiary of Grupo Far-Luca, S.A. de C.V. The direct majority shareholder of Grupo Far-Luca, S.A. de
C.V., Mr. Carlos Fernández González, is a member of AmRest’s Board of Directors.
4.External debt
As explained in the Significant events and transactions section, in relation with the Senior Term and Revolving Facilities
agreement dated 5 October 2017 (the “Credit Agreement”) and with the Other Relevant Information published by the
Company on 13 December 2021 (with registration number 13163), AmRest signed on 8 September 2022 an amendment
to certain terms of the Credit Agreement, including the lenders’ commitment to grant AmRest the so-called Facility G, in
the amount of additional EUR 100 million, as well as the inclusion of the obligation to maintain an equity / assets ratio,
with the main terms regarding interest and maturity remaining unchanged.
As a consequence of such amendment, after the usual conditions for this type of transactions were fulfilled, AmRest drew
down the full amount of this credit line and is using it to finance the general corporate purposes of the AmRest group and
expansion.
5.Information on dividends paid
Dividends have not been distributed during the 12 months ended 31 December 2022.
6.Changes in the Company’s Governing Bodies
During the period covered by this Report there were no changes in the composition of the Board of Directors of AmRest Group.
On 12 May 2021, following the appointment by co-option on July 1, 2020 of Mrs. Mónica Cueva Díaz by the Board of Directors,
the Annual General Shareholders 'Meeting of AmRest resolved to ratify the appointment by co-option and to re-elect Mrs.
Mónica Cueva Díaz as a member of the Board of Directors, with the status of independent, for the statutory term of four years,
with effect from the date of adoption of the resolution.
As of 31 December 2022 the composition of the Board of Directors was as follows:
■Mr. José Parés Gutiérrez
■Mr. Carlos Fernández González
■Mr. Luis Miguel Álvarez Pérez
■Ms. Romana Sadurska
■Mr. Pablo Castilla Reparaz
■Mr. Emilio Fullaondo Botella
(all figures in EUR millions unless stated otherwise)
2
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
■Ms. Mónica Cueva Díaz
■Eduardo Rodríguez-Rovira Rodríguez (Secretary, non-Board member)
■Mauricio Gárate Meza (Vice Secretary, non board member)
As of the day of publication of this Report the composition of the Board of Directors has not changed.
7.Changes in the number of shares held by members of the Board of Directors
During the year 2022 there were no significant changes with respect to AmRest shares and stock options held by the
members of the Board of Directors of AmRest.
As of 31 December 2021 Mr. Carlos Fernández González (member of the Company’s Board of Directors) held through its
closely associated person, FCapital Dutch, S.L, 147 203 760 shares of the Company with a total nominal value of EUR
14 720 376. On 31 December 2022, Mr. Carlos Fernández González still owned (through FCapital Dutch, S.L.) 147 203
760 AmRest’s shares with a total nominal value of EUR 14 720 376.
In addition, as of 31 December 2021 Mr. Carlos Fernández González held through his another closely associated person
- Finaccess México, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, 1 172 145 AmRest shares with a total
nominal value of EUR 117 214.5. On 31 December 2022 Finaccess México, S.A. de C.V. held 1 477 523 AmRest shares
with a total nominal value of EUR 147 752.3. The direct holder of the shares is Latin 10, SA de CV, a fund independently
managed by Finaccess Mexico, S.A. de C.V. (a subsidiary of Grupo Finaccess). 
8.Transactions on own shares concluded by AmRest
The commencement of the purchase of treasury shares occurred on the basis of Resolution No. 7 of the General Meeting
of the Company of 19 May 2015 concerning the authorization for the Management Board to acquire treasury shares in
the Company and the establishment of reserve capital and (replacing it) Resolution No. 9 of the General Meeting of the
Company of 6 June 2018 concerning the authorization to the Board of Directors for the derivative acquisition of the
Company’s own shares made directly by the Company or indirectly through its subsidiaries as well as for the sale of the
own shares. The Ordinary General Shareholders’ Meeting of AmRest held on May 12, 2022 resolved to renew the
previous authorization granted by the General Shareholders’ Meeting of June 6, 2018, revoking it in the unused part.
In the past the Company was acquiring own shares for the purposes of execution of stock option programs: Employee
Stock Option Plan and Management Incentive Plan.
In the period between 1 January 2022 and 31 December 2022, AmRest didn’t purchase any own shares. During the
same period, the Company disposed a total of 29 771 own shares with a total nominal value of EUR 2 977.1 and
representing 0.0136% of the share capital to entitled participants of the stock options plans. Disposal transactions under
these plans were executed in three settlement methods, which impacted the sale price. Major part of the shares was
transferred to the participants free of charge. As at 31 December 2022 AmRest held 341 645 own shares with a total
nominal value of EUR 34 164.5 and representing 0.1556% of the share capital.
The subsidiaries of AmRest Holdings, SE do not hold any Company’s shares.
9.Basic risks and threats the Company is exposed to
The Board of Directors of AmRest is responsible for the risk management system and the internal control system as
well as for reviewing these systems for operating efficiency. These systems help to identify and manage risks which
may prevent the execution of the long-term objectives of AmRest. However, having these safeguards in place does
not ensure completely against the risk of fraud or against breaking laws. The Board of Directors of AmRest is
permanently analyzing and reviewing risks to which the Group is exposed. The main current risks and threats have
been summarised in this section. AmRest reviews and improves its risk management and internal control systems on
an on-going basis.
- Liquidity risk
Liquidity risk is defined as the risk of incurring losses resulting from the inability to meet payment obligations in a
timely manner when they become due or from being unable to do so at a sustainable cost. The Group is exposed to
the risk to a lack of financing at the moment of the maturity of bank loans and bonds.
As of 31 December 2022 the Group has sufficient liquidity to fulfil its liabilities over the next 12 months.
The Group analyses liquidity needs with particular focus on the maturity of debt and proactively investigates various
forms of financing that could be utilised as needed.
- Risks related to key personnel turnover in the Group and increasing labour costs
(all figures in EUR millions unless stated otherwise)
3
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
AmRest´s success depends, to some extent, on the individual effort of selected employees and key members of
management.
Excessive turnover of employees and too frequent changes in managerial positions may pose a significant risk to the
stability and quality of the business activities.
- Currency risk
The results of AmRest are exposed to currency risk related to transactions and exchanges into currencies other than
the currency in which business transactions are measured in the individual Capital Group companies. The Group
adjusts its currency portfolio of debt to the geographical structure of its profile of activities.
- Risk of increased financial costs
AmRest and its subsidiaries are exposed to a certain extent to adverse impact of interest rate fluctuations in
connection with obtaining financing which bears floating interest rates and investing in assets bearing floating interest
rates. The interest rates of bank loans and borrowings and issued bonds are based on a combination of fixed and
floating reference rates which are updated over periods shorter than one year.
Additionally, AmRest and its subsidiaries may, as part of the interest rate hedging strategy, enter into derivative and
other financial contracts, where the valuation of which is significantly affected by the level of reference rates.
- Tax Risk
In the process of managing and executing strategic decisions, which may affect the tax settlements, AmRest could be
exposed to tax risk. In the event of irregularities occurring in tax settlements it would increase the dispute risk in the
case of a potential tax control.
- Cyberattack Risk
The Group’s operations are supported by a wide variety of IT systems, including point-of-sale systems, electronic
ordering platforms, supply-chain management systems and finance and controlling tools. Consequently, the Group is
exposed to the risk of temporary operational disruption, data integrity risk and/or unauthorised access to confidential
data, which may be a result of cyberattacks.
- Global crisis and disruption
The potential occurrence of global disasters, such as health epidemics, economic crises, energy crises, extreme
weather events, or other critical events creates a risk of disruption the Group’s business, industry and economies
where the Group operates and could impact the Group's day to day business concerns.
- Adverse regulatory change or evolution
Failure to anticipate, identify and respond to new regulation that may result in fines, litigations and/or the loss of
operating licenses or other restrictions.The Board of Directors of AmRest is responsible for the risk management
system and the internal control system as well as for reviewing these systems for operating efficiency. These systems
help to identify and manage risks which may prevent the execution of the long-term objectives of AmRest. However,
having these safeguards in place does not ensure completely against the risk of fraud or against breaking laws. The
Board of Directors of AmRest is permanently analysing and reviewing risks to which the Group is exposed. The main
current risks and threats have been summarised in this section. AmRest reviews and improves its risk management
and internal control systems on an on-going basis.
10. Number of employees
The average number of employees distributed by categories. for the year 2022 and 2021 is a follow:
YEAR ENDED
Categories
31 December 2022
31 December 2021
Executive Managers
1
2
Managers and others
3
1
 
4
3
The number of employees distributed by gender, as of 31 December 2022 and 2021 is as follow:
(all figures in EUR millions unless stated otherwise)
4
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Gender
31 December 2022
31 December 2021
Total
Males
Female
Total
Males
Female
Board Members
7
5
2
7
5
2
Executive Managers
-
-
-
1
1
-
Managers and others
3
1
2
1
1
-
10
6
4
9
7
2
There are no employees with a disability rating of 33% or higher.
11. Average payment period
During the year ended on 31 December 2022, the average payment period to external suppliers was 45 days.
12. Subsequent Events
In connection with the sale of its KFC stores in Russia (the “Business”), AmRest informs that, subsequent to 31
December 2022, Unirest LLC (“Unirest”), an affiliate of Yum! Brands Inc. (“Yum! Brands”), has exercised its right of first
refusal pursuant to the underlying franchise agreements for itself or for the benefit of a third party, and has appointed
Smart Service Nord Ltd (“Smart Service”) as the purchaser of the Business.
Smart Service is operated by two Russian KFC franchisees, Messrs. Konstantin Kotov and Andrey Oskolkov and,
according to public information, is the entity with which Yum! Brands Inc. entered into a sale and purchase agreement to
transfer ownership of its Russian KFC restaurants in October of 2022.
As a consequence of Unirest’s exercise of its right of first refusal, AmRest has terminated the sale and purchase
agreement entered into with OOO Almira on 6 December 2022, and signed a new sale and purchase agreement with
Smart Service on 25 February 2023 substantially in the same terms and conditions of the agreement between AmRest
and OOO Almira.
Therefore, the new sale and purchase agreement is subject to the approval by the anti-trust agency of Russia and to
other regulatory approvals which could be applicable in Russia.
As of today, and according to the terms of the sale and purchase agreement, AmRest expects to receive a minimum of
EUR 100 million from the sale of the Business.
13. Annual Corporate Governance Report and Annual Directors' Remuneration
Report
The Annual Corporate Governance Report and the Annual Director´s Remuneration Report are an integral part of this
Management Report and are presented in the consolidated management report for the 2022 financial year of AmRest
Holdings, SE and subsidiaries Reported to the CNMV.
(all figures in EUR millions unless stated otherwise)
5
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Signatures of the Board of Directors
José Parés Gutiérrez
Chairman of the Board
Luis Miguel Álvarez Pérez
Vice-Chairman of the Board
Carlos Fernández
González
Member of the Board
Romana Sadurska
Member of the Board
Pablo Castilla Reparaz
Member of the Board
Mónica Cueva Díaz
Member of the Board
Emilio Fullaondo Botella
Member of the Board
Madrid, 27 February 2023
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
Statement of responsibility of AMREST HOLDINGS, SE
The members of the Board of Directors of AMREST HOLDINGS, SE (“AmRest” or the “Company”) on its meeting held
on 27 February 2023, and according to article 118 of the reinstated text of the Spanish Securities Markets Act approved
by Royal Legislative Decree 4/2015 of 23 October as well as to article 8.1. b) of Royal Decree 1362/2007, of 19 October,
declare that, as far as they are aware, the individual Annual Accounts of the Company, as well as the consolidated ones
with its dependent companies, corresponding to the financial year ended 31 December 2022, drawn up by the Board of
Directors on the referred meeting of 27 February 2023 and prepared in accordance with the applicable accounting
principles, offer a true and fair image of the equity, the financial situation and the results of the Company and the
companies within the consolidation taken as a whole, and the complementary Directors' Reports of the individual and
consolidated Annual Accounts include an accurate analysis of the business evolution and results and of the position of
AmRest and the companies within the consolidation taken as a whole, together with the main risks and uncertainties
which they face.
Madrid, on 27 February 2023
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2022
AmRest Holdings SE
2846 Madrid, Spain
CIF A88063979 | +34 91 799 16 50 | amrest.eu